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Ador Multi Products Ltd.

BSE: 523120 Sector: Consumer
NSE: N.A. ISIN Code: INE628D01014
BSE 00:00 | 24 May 54.00 -0.35
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NSE 05:30 | 01 Jan Ador Multi Products Ltd
OPEN 62.00
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VOLUME 3518
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OPEN 62.00
CLOSE 54.35
VOLUME 3518
52-Week high 155.00
52-Week low 51.60
P/E
Mkt Cap.(Rs cr) 25
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ador Multi Products Ltd. (ADORMULTIPROD) - Director Report

Company director report

To

The Members

Your Directors hereby present the Company's 73rd Annual Report on the business andoperation of the Company together with the Audited Statements of Accounts of the Companyfor the year ended on 31st March 2021.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

During the year under review financial performance of your company was as under:

Rs. in lacs

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Revenue from operation 1757.02 825.56 1933.83 987.11
Other Income 444.38 31.49 427.24 54.15
EBITDA 639.16 (10.62) 318.8 (256.64)
Finance Cost /Interest 5.61 11.99 28.46 36.85
Depreciation 28.18 20.09 36.37 25.95
Profit before Tax 605.37 (42.70) 253.97 (319.44)

2. DIVIDEND:

In view of the capital requirement of the company and subsidiary companies yourDirectors do not recommend dividend for the year under review.

3. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the period under review the revenue from the operations of the company hasincreased to Rs. 1757.02 Lakhs as compared to previous year's Revenue of Rs. 825.56 Lakhs.Your company has recorded significant increase of 112.83% in the revenue from operationduring the current financial year as compared to the corresponding financial year due tostreamlining of operations to one factory with higher capacities and productivity. Revenuewas increased due to increase in demand for Sanitizers and other own branded products. Thecompany enhanced capacities as well to meet growing demand.

Your Company has transitioned to focus from a legacy business to focus on contractmanufacturing and pioneering skincare in India especially in the cleanbeauty space withstrong investments in D2C brands.

Over the last twenty four months the company has made considerable investments andre-aligned to focus on:

1. Contract Manufacturing (with partnerships in product development and testing).Upgraded its factoryat Puducherry to include a clean room facility and enhance capacitiesfor sanitizers.

2. Brand partnerships

3. Brand investments

4. Own brand development

5. Ecommerce Distribution

6. Joint Venture Collaborations for Brand building Going forward the Company willcontinue to review and reinforce its strategies and action plans to rapidly scale up itsglobal foot print. It has built contracts with international clients and that should bearfruit in the coming year. Your company today has invested and owns majority holding andmanagement control in three subsidiaries and over five brands.

The company's investments includes -

1. 1908 eventures Pvt. Ltd. - runs India's largest clean and sustainable beautyplatform Sublime Life with over 100 brands and over 100000 customers.

This company in November 2020 also acquired a D2C home cleaning brand Santic withover 25 products in its portfolio.

2. AnatomicalsAdor India Pvt. Ltd. - is a JV between Anatomicals UK andAdorMultiproducts. The company has localized manufacturing inhouse and sells on its ownshopify site since January 2021.

3. 23 Yards India Pvt. Ltd. - is a JV between former cricketing legend and India coachRavi Shastri. The company has launched a range of men's grooming products and willcontinue to increase the portfolio and digital and offline reach Shifting consumerpreference towards convenient hygiene products is expected to drive the market. Inaddition the recent COVID-19 pandemic at the beginning of 2020 has spurred the market forhand sanitizer and hand wash. Your company is expecting that these products will boost therevenue growth of the company atleast three times in the Current Financial Year ascompared to the previous financial year.

4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.

5. CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of Business of the Company.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

During the year under review there was no amount due to be transferred to the InvestorEducation and Protection Fund.

7. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABOSORPTION:

The Company has not carried any activities relating to the conservation of energy. TheCompany has not acquired any technologies during the year under review.

8. FOREIGN EXCHANGE EARNINGS / OUTGO: -

Your Company has not carried out any activities relating to the export and importduring the financial year.

9. REPORT ON CORPORATE GOVERNANCE:

Your company is under exemption of compliance of Regulation 17 17A 18 19 20 212223 24 25 26 27and clauses (b) to (i) of sub-regulation (2) of regulation 46 and paraC D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and hence Report on Corporate Governance and Auditor's Certificate onCorporate Governance is not applicable to the Company.

CEO and CFO certification:

As required by regulation 17(8) SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the CEO and CFO certification as specified in Part B of Schedule II isnot applicable.

10. REPORT ON MANAGEMENT DISCUSSION &ANALYSIS:

A detailed Management Discussion and Analysis as required under regulation 34(3) readwith Schedule V(B) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is given in Annexure A which forms part of this Board's Report.

11. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

Pursuant to the provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries / associate company /joint venture in Form AOC-1 is attached with this Report. The Company has three subsidiarycompanies i.e. 1908 E-Ventures Private Limited Anatomicals Ador India Private Limited and23 Yards India Private Limited within the meaning of the Companies Act 2013("Act"). Form AOC - 1 is appended as Annexure- B to the Board's Report.

12. PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public and accordingly no amount wasoutstanding as on the date of the Balance Sheet.

13. EXTRACT OF THE ANNUAL RETURN:

As required under Section 92(3) read with Section 134(3)(a) of the Companies Act 2013an extract of the Annual Return in Form No. MGT 9 as at the financial year ended 31stMarch 2021 is given in Annexure C which forms part of this Board's Report.

14. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met six times during the financial year 2020-2021 in compliancewith the provisions of the Companies Act 2013. The intervening gap between any twomeetings was within the period of 120 days as prescribed by the Companies Act 2013.

15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OFTHECOMPANIES ACT 2013:

Your Company had given an Inter corporate deposit (ICD) of Rs. 63202482 (Rs. SixCrore Thirty Two Lakhs Two Thousand Four Hundred and Eighty Two only) to M/s. 1908E-Ventures Pvt. Ltd. out of which ICD of Rs. 9999990 has been converted into 384615Equity Shares of Rs. 10 each at an issue price of Rs. 26 per shares on 20th March 2020and ICD of Rs. 37749992 has been converted into 1348214 Equity Shares of Rs. 10 eachat an issue price of Rs. 28 per share on 31st December 2020. Your Company had alsoinvested in Compulsory convertible Debentures (CCDs) of Rs. 24000000 in earlier yearsbut out of which CCDs of Rs. 8000000 (Eighty Laks only) has been converted into 320000Equity Shares of Rs. 10/- each at a conversion price of Rs. 25/- each. Consequently theShareholding of your Company in 1908 E-Ventures Pvt. Ltd. has increased from 61.23% to76.67%.

Your company has also started a Joint Venture company with a UK based company tomanufacture and sell in India under the name "Anatomicals Ador India PrivateLimited" with an initial investment of Rs. 1740000/- and has also a subsidiarycompany with 50.99% shareholding under the name of 23 Yards India Private Limited.

Except above there were no loans guarantees or investments made by the Company underSection 186 of the Companies Act 2013 during the year under review.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions with Related Parties that were entered into during the financial yearwere on Arm's length basis and were in the Ordinary Course of business. There are nomaterially significant transactions with related parties made by the Company with thePromoters Directors Key Managerial Personnel which may have potential conflict with theinterest of the Company at large. Accordingly the Particulars of contracts or arrangementswith related parties referred to Section 188 of the Companies Act 2013 in the prescribedform AOC-2 is not applicable.

17. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:

The policy of the Company on Directors' Appointment and Remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided in Section 178(3) of the Companies Act 2013 adopted by theBoard has been posted on its website.

18. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period under review the Board of Directors of your Company was dulyconstituted with 1 Executive Director 2 Non - Executive Director out of which One isWoman Director and 3 Independent Directors.

In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management and Administration)Rules 2014 and in accordance with Article 49 ofthe Articles of Association of the Company Ms. Tanya Halina Advani (DIN: 08586636) of theCompany retires by rotation at the ensuing Annual General Meeting and being eligibleseeks re-appointment.

As stipulated under Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations")and Secretarial Standardson General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI)brief resume of the Directors proposed to be appointed re-appointed is annexed to theNotice convening 73rd Annual General Meeting (AGM).

The detail of Key Managerial Personnel and changes made in KMPs during the financialyear 2020-21 are as under:

1. Resignation of Ms. Tina Ratan as Chief Financial Officer w.e.f. 30th April 2020.

2. Resignation of Ms. Tina Ratan as Whole Time Director w.e.f. 30th April 2020.

3. Appointment of Mr. N. G. Ravishankar as Chief Financial Officer w.e.f. 30th October2020.

4. Appointment of Mr. N. G. Ravishankar as Whole Time Director w.e.f. 30th October2020.

20. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and Regulation 25 of SEBI (LODR) Regulation 2015.

21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

The Composition of Audit Committee is as below:

Name of Director Category Chairman / Member
Mr. GauravLalwani Independent Director Chairman
Mr. Navroze Marshall Independent Director Member
Mr. Deep Lalvani Non-Executive Director Member

22. DISCLOSURE OF COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE:

The Composition of Stakeholder Relationship Committee is as below:

Name of Director Category Chairman / Member
Ms Tanya Advani Non-Executive Director Chairman
Mr. Deep Lalvani Non-Executive Director Member

23. DISCLOSURE OF COMPOSITION OF NOMINATION AND REMUNARATION COMMITTEE:

The Composition of Nomination & Remuneration Committee is as below:

Name of Director Category Chairman / Member
Mr. GauravLalwani Independent Director Chairman
Mr. Navroze Marshall Independent Director Member
Ms. Tanya Advani Non-Executive Director Member

24. VIGIL MECHANISM / WHISTLE BLOWERPOLICY:

The Company has established a vigil mechanism (which incorporates a whistle blowerpolicy in terms of listing agreement) for directors and employees to report their genuineconcerns. The Policy is also available on the Company's website.

25. POLICIES OF THE COMPANY

Your Company has posted the following documents on its website

1. Materiality of event &information

2. Preservation of documents

3. Whistle Blower cum Vigil Mechanism.

4. Prevention of Sexual Harassment

5. Remuneration Committee

6. Nomination & Remuneration Policy

7. Archive Management Policy

8. Independent Director Appointment-T&C

9. Audit Committee Charter

10. Code of Conduct for Prevention of Insider Trading

11. Code of Practices and Procedures for fair disclosure

12. Stakeholders' Relationship Committee

26. AUDITORS AND AUDITORS' REPORT:

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 M/s. Praveen andMadan (Formerly known as Srinivas and Subbalakshmi)Chartered Accountants Bangalore [Firmregistration No.011350S] are appointed as the Statutory Auditors of the Company at theAnnual General Meeting held on 10th August 2018 a period of five consecutive years fromthe conclusion of the 70th Annual General Meeting of the Company till the conclusion ofthe 75th Annual General Meeting to be held in year 2023.

Report on Frauds if any:

During the year under review no incidence of any fraud has occurred in the Company.Neither the Audit Committee of the Board nor the Board of the Company had received anyreport involving any fraud from the Statutory Auditors of the Company. As such there isnothing to report by the Board as required under Section 134 (3) (ca) of the CompaniesAct 2013.

INTERNAL AUDITORS:

The Company has appointed M/s. Balakrishna & Co. Chartered Accountants as itsInternal Auditor. The Internal Auditors monitor and evaluate the efficacy and adequacy ofinternal control system in the Company its compliances with operating systems accountingprocedures and policies and report the same to the Audit Committee on quarterly basis.Based on the report of internal audit management undertakes corrective action in theirrespective areas and thereby strengthens the controls.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the CompaniesAct2013 and the Rules madethereunder Ms. Snehal Amol Phirange Practicing Company Secretary (FCS 8103; C P No.8064) Pune was appointed to conduct a secretarial audit of the Company's Secretarial andrelated records for the financial year ended 31 March 2021. The Practicing CompanySecretary has submitted her Report on the secretarial audit conducted by her which isgiven in Annexure D and forms part of this Board's Report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There are no qualifications reservations or adverse remarks made by the Auditors intheir report.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has an Internal Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations.

During the year under review such controls were tested and no reportable materialweakness in the design or operation was observed.

28. RISK MANAGEMENT POLICY:

The Board regularly reviews the risk management strategy of the Company to ensure theeffectiveness of implementation of the risk management policies and procedures. YourDirectors do not foresee any elements of risk which in its opinion may threaten theexistence of the Company.

29. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

Your Company has in place an Anti-Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. An Internal Complaints Committee (ICC) has been setup toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. During the year underreview neither any complaints of sexual harassment were received by ICC nor were thereany complaints relating thereto which required any disposal thereof.

31. CHANGES IN SHARE CAPITAL:

During the year under review the paid up share capital has increased from Rs.39636330 to Rs. 46736330 in the following manner:

Date of Allotment No. of shares allotted Mode Cumulative Paid Up share capital (In Rs.)
05th July 2020 710000 Preferential issue 46736330

32. PERFORMANCE EVALUATION OF THE DIRECTORS ETC:

The Nomination and Remuneration Committee has laid down the criteria for performanceevaluation by the Board of its own performance and that of the various Committees of theBoard and the individual Directors. The framework of performance evaluation of theDirectors captures the following points:

Key attributes of the Independent Directors that justify his / her extension /continuation on the Board of the Company;

Participation of the Directors in the Board proceedings and his/her effectiveness;

The evaluation was carried out by means of the replies given / observations made by allthe Directors on the set of questions developed by them which brought out the keyattributes of the Directors quality of interactions among them adequacy andeffectiveness of the various Committees of the Board and the performance of the Board.

33. INFORMATION FORMING PART OF THE DIRECTOR'S REPORT PURSUANT TO RULES OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and also the Statement containingparticulars of employees as required under Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014 is provided in AnnexureE forming part of this Report.

34. EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing theCompany's vision and strategy to deliver good performance.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS:

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.

36. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

For and behalf of the Board of Directors of Ador Multi Products Limited

Sd/- Sd/-
Deep ALalvani Tanya Halina Advani
Chairman Director
DIN:01771000 DIN: 08586636
Place: Mumbai
Date: 28th May 2021

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