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Auro Laboratories Ltd.

BSE: 530233 Sector: Health care
NSE: N.A. ISIN Code: INE292C01011
BSE 00:00 | 30 Mar 30.80 2.85
(10.20%)
OPEN

27.90

HIGH

32.00

LOW

25.75

NSE 05:30 | 01 Jan Auro Laboratories Ltd
OPEN 27.90
PREVIOUS CLOSE 27.95
VOLUME 2934
52-Week high 74.85
52-Week low 23.00
P/E 3.71
Mkt Cap.(Rs cr) 19
Buy Price 26.00
Buy Qty 1.00
Sell Price 30.80
Sell Qty 6.00
OPEN 27.90
CLOSE 27.95
VOLUME 2934
52-Week high 74.85
52-Week low 23.00
P/E 3.71
Mkt Cap.(Rs cr) 19
Buy Price 26.00
Buy Qty 1.00
Sell Price 30.80
Sell Qty 6.00

Auro Laboratories Ltd. (AUROLABS) - Director Report

Company director report

Your Directors have great pleasure in presenting the Thirtieth (30th) AnnualReport together with the Audited Financial Statements of the Company for the financialyear ended March 31 2019.

1. FINANCIAL HIGHLIGHTS:

[Amount in Lakhs except EPS]

Particulars For the Year ended March 31 2019 For the Year ended March 31 2018
Revenue from operation (Net of tax) 4682.31 4079.40
Other Income 95.82 51.39
Total Income 4778.13 4130.79
Profit before Finance Cost and Depreciation 780.23 674.69
Less: Finance Cost 72.22 108.85
Less: Depreciation & Amortization expenses 100.92 93.11
Profit Before Tax 606.89 472.73
Provision for -- Current Tax 161.69 127.34
-- Deferred Tax 5.25 (7.56)
Net Profit After Tax 439.95 352.95
Other Comprehensive Income (Net of tax) 8.11 4.63
Total Comprehensive Income After Tax 448.06 357.58
Earing Per Share (Basic & Diluted) 7.06 5.66

2. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:

During the year your Company has performed well in terms of revenue and profit. TheCompany has achieved total revenue of Rs. 4778.13 Lakhs as against Rs. 4130.79 Lakhs inthe previous year. The Profit after tax was Rs. 439.95Lakhs as against Profit of Rs.352.95 Lakhs in the previous year.

Your Company is undertaking expansion plan in existing unit to increase productioncapacity and undertaking active efforts towards accelerating the growth speed and isoptimistic about better performance in the future.

3. DIVIDEND:

To consolidate the financial position of the Company the Board does not propose anydividend for the year ended March 31 2019.

4. TRANSFER TO RESERVES:

No amount is proposed to be transferred to Reserves out of the profits earned duringthe Financial Year 2018-2019.

5. PUBLIC DEPOSIT:

The Company has not accepted deposits from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Rules framed thereunder.

6. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity share Capital as at March 31 2019 was Rs.62325000/- dividedinto 6232500 Equity shares having face value of Rs.10/- each fully paid up. During theyear under review the Company has not issued any shares with differential voting rightsnor granted any stock neither options nor sweat equity.

7. SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any subsidiaries joint ventures or associate companies.

8. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business activities during the financial year2018-19.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given any loans made investments and provided any guarantees andsecurities hence provisions of 186 of the Companies Act 2013 does not apply to theCompany.

10. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

a) DIRECTORS

i) Composition:

The Board of Directors includes the Executive Non-Executive and Independent Directorsso as to ensure proper governance and management. Besides the Chairman & ManagingDirector who is an Executive Director the Board comprises One (1) Executive DirectorTwo (2) Independent Directors and One (1) Non-Executive Woman Director as on March 312019.

ii) Re-appointments:

In accordance with the provisions of Section 152 (6) of the Companies Act 2013 and theArticles of Association of the Company Mr. Siddhartha Deorah Director of the Companyretires by rotation and being eligible has offered himself for reappointment.

Mr. Sharat Deorah & Mr. Siddhartha Deorah were appointed as Chairman & ManagingDirector and Whole Time Director of the Company respectively for a term of 3 years at the28th Annual General Meeting held on September 29 2017. The Board of Directors onrecommendation of Nomination & Remuneration Committee propose to re-appoint Mr. SharatDeorah as Chairman & Managing Director & Mr. Siddhartha Deorah as Whole Timerespectively with revised ceiling of remuneration for a fresh term of 3 years commencingfrom April 1 2019.

iii) Key Managerial Personnel:

The Company is having the following persons as the Key Managerial Personnel.

Sr. No. Name of Personnel Designation
1. Mr. Sharat Deorah Chairman and Managing Director
2. Mr. Sidhhartha Deorah Whole-time Director
3. Mr. Amit Shah Chief Financial Officer
4. Ms. Shanu Nag Company Secretary

During the Financial Year under review there was no change in the Key ManagerialPersonnel of the Company.

11. DECLARATION BY INDEPENDENT DIRECTORS:

Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015.

12. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Act is annexed as Annexure ‘A' which forms anintegral part of this Report and is also available on the Company's websitewww.aurolaboratories.com

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company met 5 (Five) times during the Year i.e. on May29 2018 August 13 2018 September 29 2018 November 1 2018 and January 29 2019 andthe gap between two meetings did not exceed the statutory period laid down by theCompanies Act 2013 and the Secretarial Standard-I issued by the Institute of CompanySecretaries of India i.e. One hundred twenty days. The necessary quorum was present forall the meetings.

The Attendance of the Directors of the Company at the Board meetings is as under:

Name of the Members Category Board Meetings (2018-2019)
May 29 2018 Aug 13 2018 Sep 29 2018 Nov 1 2018 Jan 29 2019 No. Meetings Entitled to Attended No. of Meetings Attended Last AGM Attended
Mr. Sharat Deorah Executive Director Yes Yes Yes Yes Yes 5 5 Yes
Mr. Siddhartha Deorah Executive Director Yes Yes Yes Yes Yes 5 5 Yes
Mr. Govardhan Das Agarwal Non-Executive Independent Yes Yes Yes Yes Yes 5 5 Yes
Mr. Kailash Chandra Bubna Non-Executive Independent Yes Yes Yes Yes Yes 5 5 Yes
Mrs. Kavita Sharma Non-Executive Yes Yes Yes Yes Yes 5 5 Yes

14. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3)(c) of the Companies Act 2013 the Directors confirm that:

(a) In the preparation of the Annual Accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departure if any;

(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;

(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.

15. COMMITTEES OF THE BOARD:

Currently the Board has 3 (three) Committees: Audit Committee Nomination &Remuneration Committee and Stakeholders Relationship Committee. The Composition of variouscommittees and compliances as per the applicable provisions of the Companies Act 2013and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 are as follows:

15.1 AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in accordance with Regulation 18 ofSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 read withSection 177 of the Companies Act 2013. The Committee comprises Three (3) qualifiedmembers (i.e. Two (2) Independent Directors and One (1) Executive Director).

All the members have financial and accounting knowledge.

The Audit Committee acts in accordance with the terms of reference specified from timeto time by the Board.

The Committee met Four (4) times during the year on May 29 2018 August 13 2018November 1 2018 and January 29 2019; the gap between two meetings did not exceed onehundred twenty days. The necessary quorum was present for all the meetings.

The composition of the Audit Committee and the details of meetings attended by itsmembers are given below:

Name of the Members Category Audit Committee Meetings (2018-2019)
May 29 2018 Aug 13 2018 Nov 1 2018 Jan 29 2019 No. Meetings Entitled to Attended No. of Meetings Attended
Mr. Kailash Chandra Bubna Chairperson Non- Executive Independent Yes Yes Yes Yes 4 4
Mr. Govardhan Das Agarwal Independent Non- Executive Yes Yes Yes Yes 4 4
Mr. Siddhartha Deorah Executive Director Yes Yes Yes Yes 4 4

15.2 NOMINATION & REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in accordancewith Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 read with section 178 of the Companies Act 2013. The Committeecomprises Three (3) qualified members (i.e. Two (2) Independent Directors and One (1)Non-Executive Director)

The role of the committee has been defined as per section 178(3) of the Companies Act2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

The Committee met Two (2) times during the year on May 29 2018 and January 29 2019.The necessary quorum was present at the meeting.

The composition of the Nomination and Remuneration Committee and the details ofmeetings attended by its members are given below:

Name of the Members Category NRC Meetings
Dates (2018-2019) No. Meetings Entitled to Attended No. of Meetings Attended
May 29 2018 Jan 29 2019
Mr. Kailash Chandra Bubna Chairperson Non-Executive Independent Yes Yes 2 2
Mr. Govardhan Das Agarwal Independent Non-Executive Yes Yes 2 2
Mrs. Kavita Sharma Non-Executive Yes Yes 2 2

Nomination and Remuneration Policy:

- To ensure that the level and components of remuneration is reasonable and sufficientto attract retain and motivate Directors KMP and other employees of the quality requiredto run the Company successfully.

- No Director/KMP/ other employee is involved in deciding his or her own remuneration.

- The trend prevalent in the similar industry nature and size of business is kept inview and given due weightage to arrive at a competitive quantum of remuneration.

- It is to be ensured that relationship of remuneration to the performance is clear& meets appropriate performance benchmarks which are unambiguously laid down andcommunicated.

- Improved performance should be rewarded by increase in remuneration and suitableauthority for value addition in future.

- Remuneration packages should strike a balance between fixed and incentive pay whereapplicable reflecting short and long term performance objectives appropriate to theCompany's working and goals.

- Following criteria are also to be considered:-

• Responsibilities and duties;

• Time & efforts devoted;

• Value addition;

• Profitability of the Company& growth of its business;

• Analyzing each and every position and skills for fixing the remunerationyardstick;

• Standards for certain functions where there is a scarcity of qualifiedresources.

• Ensuring tax efficient remuneration structures.

• Ensuring that remuneration structure is simple and that the cost to the Company(CTC) is not shown inflated and the effective take home remuneration is not low.

• Other criteria as may be applicable.

- Consistent application of remuneration parameters across the organization.

- Provisions of law with regard making payment of remuneration as may be applicableare complied.

- Whenever there is any deviation from the Policy the justification /reasons shouldalso be indicated / disclosed adequately.

15.3 STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in accordancewith Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 read with Section 178 of the Companies Act 2013.

The role and functions of the Stakeholders Relationship Committee are the effectiveredressal of grievances of shareholders debenture holders and other security holdersincluding complaints related to transfer of shares non-receipt of balance sheetNon-receipt of declared dividends. The Committee overviews the steps to be taken forfurther value addition in the quality of service to the investors.

The Company has designated the e-mail ID: auro@aurolabs.com exclusively for the purposeof registering complaint by investors electronically. This e-mail ID is displayed on theCompany's website i.e. www.aurolaboratories.com.

The following table shows the nature of complaints received from the shareholdersduring the years 2018-2019.

Nature of Complaints No. of complaints received No. of Complaints Resolved
Non receipt of Dividend Warrant -- --
Non receipt of Annual Report -- --
Non receipt of Share Certificate after transfer 1 1
SEBI 1 1
Total 2 2

There were no complaints pending as on March 31 2019.

The Committee met Four (4) times during the year on May 29 2018 August 13 2018November 1 2018 and January 29 2019. The necessary quorum was present at the meeting.

The composition of the Stakeholders Relationship Committee and the details of meetingsattended by its members are given below:

Name of the Members Category Stakeholders Relationship Committee Dates (2018-2019) No. Meetings Entitled to Attended No. of Meetings Attended
May 29 2018 Aug 13 2018 Nov 1 2018 Jan 29 2019
Mr. Kailash Chandra Bubna Chairperson Non- Executive Independent Yes Yes Yes Yes 4 4
Mr. Govardhan Das Agarwal Independent Non- Executive Yes Yes Yes Yes 4 4
Mr. Siddhartha Deorah Executive Director Yes Yes Yes Yes 4 4

15.4 INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Independent Directors of the Company shall hold at least one meeting in a yearwithout the presence of Non Independent Directors and members of the management. All theindependent Directors shall strive to be present at such meeting.

The independent Directors in their meeting shall inter alia-

(a) review the performance of non-independent Directors and the board of Directors as awhole;

(b) review the performance of the chairman of the listed entity taking into accountthe views of executive Directors and non-executive Directors;

(c) assess the quality quantity and timeliness of flow of information between themanagement of the listed entity and the board of Directors that is necessary for the boardof Directors to effectively and reasonably perform their duties.

Independent Directors met once during the year on January 29 2019 and the meeting wasattended by all Independent Directors.

None of the Non-Executive Independent Directors hold Equity Shares of the Company intheir own name.

15.5 CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany for the Financial Year 2018-2019. However the Corporate Social Responsibility(CSR) provisions would be applicable for the F.Y. 2019-2020 and accordingly the Companyhas constituted the Corporate Social Responsibility Committee.

The Corporate Social Responsibility Committee comprises of Three (3) Members Mr.Kailash Chandra Bubna Chairperson Mr. Goverdhan Das Agarwal Member and Mr. SiddharthaDeorah Member.

The role of the committee has been defined as per section 135 of the Companies Act2013 read with The Companies (Corporate Social Responsibility Policy) Rules 2014 andSchedule VII thereof.

16. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015the company has implemented a system of evaluating performance of the Board of Directorsand of its Committees and individual directors on the basis of evaluation criteriasuggested by the Nomination and Remuneration Committee and the SEBI (LODR) Regulations2015. Accordingly the Board has carried out an evaluation of its performance after takinginto consideration various performance related aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties remuneration obligations and governance. The performance evaluation ofthe Board as a whole Chairperson and Non-Independent Directors was also carried out bythe Independent Directors in their meeting held on January 29 2019.

Similarly the performance of various committees individual Independent and NonIndependent Directors was evaluated by the entire Board of Directors (excluding theDirector being evaluated) on various parameters like engagement analysis decisionmaking communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Boardits committees and individual directors.

17. RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provisions of Section 188of the Companies Act 2013 and the Rules made there under are not attracted. Thusdisclosure in Form AOC-2 in terms of Section 134 of the Companies Act 2013 is notrequired.

Further there are no material related party transactions during the year under review.All related party transactions are mentioned in the Notes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee. Omnibus approvalwas obtained for transactions which are of repetitive nature. A statement giving detailsof all Related Party Transactions are placed before the Audit Committee for review andapproval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company www.aurolaboratories.com

18. AUDITORS:

a) Statutory Auditor

M/s. Khurdia Jain & Co. Chartered Accountants Mumbai were appointed as theStatutory Auditors of the Company at the 28th Annual General Meeting (AGM) heldon September 29 2017 and will hold office until the conclusion of the 33rd AGMto be held in 2022.

The first proviso to section 139(1) of the Companies Act 2013 has been omitted videsection 40 of the Companies (Amendment) Act 2017 notified on 7th May 2018.Therefore it is not mandatory for the Company to place the matter relating to appointmentof statutory auditor for ratification by members at every Annual General Meeting.

Hence the Company has not included the ratification of statutory auditors in the Noticeof AGM.

The Report given by M/s. Khurdia Jain & Co. Chartered Accountants on thefinancial statements of the Company for the financial year 2018-2019 is a part of theAnnual Report. There has been no qualification reservation or adverse remark ordisclaimer in their Report.

During the year under review the Auditors have not reported any matter under Section143 (12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

b) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Board on recommendation of the Audit Committee hasre-appointed M/s. Pokharna and Associates as internal auditors of the Company.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. GMJ & Associates Company Secretaries to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is appended as Annexure ‘B' andforms a part of this report.

There has been no qualification reservation or adverse remark or disclaimer in theirReport. During the year under review the Secretarial Auditors have not reported anymatter under Section 143 (12) of the Act therefore no detail is required to be disclosedunder Section 134 (3) (ca) of the Act.

d) Cost auditor:

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with Rulesmade thereunder Cost Audit is not applicable to the Company for the financial year2018-19.

19. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors (including Independent Directors) Senior Management Personnel and Employees ofthe Company. This will help in dealing with ethical issues and also foster a culture ofaccountability and integrity. The Code has been posted on the Company's websitewww.aurolaboratories.com.

All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.

20. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

21. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is ‘Annexure C' tothis Report.

None of the employees have drawn remuneration as prescribed under Section 197 read withrule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended time to time.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board & to theManaging Director.

The Internal Audit monitors and evaluates the efficacy and adequacy of internal controlsystem in the Company its compliance with operating systems accounting procedures andpolicies of the Company.

Based on the report of internal auditor the Company undertakes corrective action intheir respective areas and thereby strengthens the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.

23. RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner; your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in the strategy business and operational plans.

The Company has in place a Risk Management Policy (a) to ensure that all the currentand future material risk exposures of the Company are identified assessed quantifiedappropriately mitigated minimized and managed i.e. to ensure adequate systems for riskmanagement. (b) to establish a framework for the company's risk management process and toensure its implementation. (c) to enable compliance with appropriate regulations whereverapplicable through the adoption of best practices (d) to assure business growth withfinancial stability.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and Employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairperson of the Audit Committee.It is affirmed that no personnel of the Company has been denied access to the AuditCommittee. The Whistle Blower Policy has been posted on the website of the Companywww.aurolaboratories.com

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has a Policy on prohibition prevention and redressal of sexual harassmentof women at workplace and matters connected therewith or incidental thereto covering allthe aspects as contained under "The Sexual Harassment of Women at Work Place(Prevention Prohibition and Redressal) Act 2013".

During the financial year 2018-19 no complaint was received under the policy.

26. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 is given in ‘Annexure D' tothis Report.

27. ENVIRONMENT AND SAFETY:

The Company is committed to:

Maintain an organizational culture of Health Safety & Environmental excellence byconducting its business in a manner that will promote consistent development.

Safe work resource conservation waste management and emergency response measures forcontinual improvement in performance.

Design construct operate & maintain its facilities while assuring the bestmaterial and service quality and operate in a way that mitigates and minimizes risks andhazards.

Prevention of ill-health injuries and pollution by adopting best practices carryingout periodic risk assessments audits reviews inspections and providing awareness toemployees and concerned stakeholders.

28. DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of theNational Securities Depository Limited (NSDL) and also the Central Depository Services(India) Limited (CDSL). As a result the investors have an option to hold the shares of theCompany in a dematerialized form in either of the two Depositories. The Company has beenallotted ISIN No. INE292C01011.

Shareholders therefore are requested to take full benefit of the same and lodge theirholdings with Depository Participants [DPs] with whom they have their Demat Accounts forgetting their holdings in electronic form.

29. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 compliance with the corporate governance provisions are not applicableto your Company as the Company's paid up Equity Share Capital does not exceed of Rs.10Crores and net worth does not exceed of Rs.25 Crores as on March 31 2019.

30. BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 is not applicableto the Company for the financial year ending March 31 2019.

31. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the Year under review asstipulated under Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed to this report as ‘AnnexureE'.

32. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant / material orders passed by the Regulators or courts orTribunals impacting the going concern status of your Company and its operations in future.

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

There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe Financial Statements related i.e. March 31 2019.

34. LISTING:

The Company's Shares are listed on BSE Limited Mumbai. The Company has paid ListingFees for the year 2018-19.

35. ISO CERTIFICATION:

The Company's products were awarded as ISO 9001:2008 Certification.

36. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with secretarial standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.

37. ACKNOWLEDGEMENT:

The Directors wish to convey their appreciation to the Company's shareholderscustomers suppliers bankers and distributors for the support they have given to theCompany and the confidence which they have reposed in its management and the employeesfor the commitment and dedication shown by them.

Registered Office: For and on behalf of the Board
K-56 M.I.D.C AURO LABORATORIES LIMITED
Tarapur Industrial Area
Thane – 401 506.
Date: May 23 2019
SHARAT DEORAH
(DIN: 00230784)
CHAIRMAN & MANAGING DIRECTOR