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Chemo Pharma Laboratories Ltd.

BSE: 506365 Sector: Health care
NSE: N.A. ISIN Code: INE320M01019
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NSE 05:30 | 01 Jan Chemo Pharma Laboratories Ltd
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VOLUME 123
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P/E 10.20
Mkt Cap.(Rs cr) 6
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OPEN 39.45
CLOSE 39.40
VOLUME 123
52-Week high 49.45
52-Week low 21.70
P/E 10.20
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Chemo Pharma Laboratories Ltd. (CHEMOPHARMALAB) - Director Report

Company director report

#MDStart#

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

TO

THE MEMBERS OF

M/S. CHEMO PHARMA LABORATORIES LIMITED

The Board of Directors take pleasure in presenting the Seventy Nineth Annual Reporttogether with the

 

Audited Financial Statements for the year ended 31st March 2021. The ManagementDiscussion and Analysis has also been incorporated into this report.

1. OVERVIEW

The Financial Statements have been prepared provisions of Section 129 read withSchedule III of Companies Act 2013 and in accordance with the Indian Accounting Standardsunder the Companies (Indian Accounting Standards) Rules 2015 and under Section 133 of thesaid Act read with Rule 3 of the Companies (Indian Accounting Standard) Rules 2015 andCompanies (Indian Accounting Standard) Accounting Rules 2016. Our management acceptsresponsibility or the integrity and objectivity of these financial statements as well asfor various estimates and judgments used therein. The estimates and judgments relating tothe financial statements have been made on a prudent and reasonable basis so that thefinancial statements reflect in a true and fair manner the form and substance oftransactions and reasonably present our state of affairs profits and cash flows for theyear.

2. FINANCIAL RESULTS

Particulars 31/03/2021 31/03/2020
(Rs.) (Rs.)
Income
- Other Income 6680194 9967591
Profit before Tax and Depreciation 3346366 5172610
Less: Depreciation 239386 231274
Profit after Depreciation but before Tax 3106980 4941336
Less: Tax Expenses for the Current year 503000 760000
Less: Tax Expenses Adjustment previous year 103255 29768
Profit after Tax 2500725 4151548
Earning Per Share (Nominal Value of Share Rs. 10/-) Basic & Diluted 1.67 2.77

3. DIVIDEND

In order to conserve funds for the business of the Company the Board of Directors donot recommend any dividend for the financial year 2020-2021.

4. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2021 was Rs. 1.5 Crore. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity.

5. INDUSTRY STRUCTURE AND DEVELOPMENTS

The Board of Directors of the Company are exploring new business opportunities.

6. OUTLOOK OPPORTUNITIES AND THREATS

The Board of Directors of the Company perceive the outlook of the Company withoptimism.

7. RISK AND CONCERN

The Company has adopted Risk Management Policy as per Section 134 (3) (n) of theCompanies Act 2013. This framework seeks to create transparency minimize adverse impacton the business objectives and enhance the Company's competitive advantage. The businessrisk policy defines the risk management approach which helps in identifying risks trendexposure and potential impact analysis at a Company level as also separately for businesssegments. The detailed risk management policy has been hosted on the website of theCompany. There are no perceived risks in the present activity.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place well defined and adequate internal controls commensurate withthe size of the Company and the same were operating effectively throughout the year.

The Company has an in-house Internal Audit Function (IA). To maintain its objectivityand independence the IA Department evaluates the efficacy and adequacy of internalcontrol system its compliance with operating systems and policies of the Company andaccounting procedures at all locations of the Company. Based on the report of IA functionprocess owners undertake corrective action in their respective areas and therebystrengthening the controls. Significant audit observations and corrective actions thereonare presented to the Audit Committee of the Board.

The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. The Company has policies and procedures inplace of ensuring proper and efficient conduct of the business the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and timely preparation of reliable financial information.

Pursuant to Section 138 of the Companies Act 2013 the Company has appointed M/s.Sarda Soni & Associates LLP as an Internal Auditor of the Company. Pursuant to Section134 (5) (e) of the Companies Act 2013 the Board of Directors has adopted InternalFinancial Control Policy which has also been hosted on website of Company.

9. DIRECTORS

Shri. Ashok Somani Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting.

Shri. Shreeniwas Somani ceased to hold position of Directorship along with the positionof Chief Executive Officer (CEO) with effect from 10th November 2020 due to his saddemise. The Board of Directors took on record the invaluable contributions made by LateShri. Shreeniwas Somani as a Director of the Company during his tenure and associationwith the Company.

The Board in its meeting held on 28th January 2021 appointed Shri. Bhavin Sheth as anAdditional Director of the Company in the category of Executive Director of the Companytill the forthcoming Annual General Meeting of the Company based on the recommendationreceived from Nomination and Remuneration Committee who received consent letter fromShri. Bhavin Sheth on 07th January 2021 to occupy the position of Director in theCompany. A notice along with requisite deposit proposing his candidature for the office ofthe Director is received from one of the Member of the Company under Section 160 of theCompanies Act 2013 and the requisite Draft Resolution is put forth in the notice ofAnnual General Meeting for approval of Members of the Company.

The Board in its meeting held on 28th January 2021 appointed Shri. Bhavin Sheth alsoas Chief Executive Officer of the Company in place of Late Shri. Shreeniwas Somani basedon the recommendation received from Nomination and Remuneration Committee who receivedconsent letter from Shri. Bhavin Sheth on 07th January 2021 to occupy the position ofChief Executive Officer of the Company.

10. INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015) forfulfilment of their responsibilities in a professional and faithful manner and to promoteconfidence of the investment community particularly minority shareholders regulators ofthe Company.

Independent Directors play an important role in their governance process of the Board.They bring to bear their expertise and experience on the deliberations of the Board. Thisenriches the decision making process at the Board with different point of view andexperiences and prevents conflict of interest in the decision making process.

The appointment of Independent Director is carried out in a structured manner. TheNomination and Remuneration Committee identifies potential candidates based on certainlaid down criteria and takes in to consideration the diversity of the Board.

The Independent Directors have been appointed for a fixed tenure of five years fromtheir respective dates of appointment.

None of the Independent Directors serves as "Independent Directors" in morethan seven listed entities.

During the year under review the Independent Directors met on 06th January 2021inter alia to discuss:

(a) Evaluation of the Performance of Non-Independent Directors and the Board ofDirectors as a whole.

(b) Evaluation of the Performance of the Chairman of the Company taking into accountthe views of the Executive and Non-Executive Directors.

(c) Evaluation of the quality content and timelines of flow of information between theManagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

During the year under review the Independent Directors met on 06th January 2021inter alia to discuss:

i. evaluation of the performance of Non-Independent Directors and the Board ofDirectors as a whole;

ii. evaluation of the performance of the Chairman of the Company taking into accountthe views of the Executive and Non-Executive Directors;

iii. evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties; and

iv. other related matters.

The Independent Directors have expressed satisfaction at the robustness of theevaluation process the Board's freedom to express its views on matters transacted at themeetings and the openness and transparency with which the Management discusses varioussubject matters specified on the agenda of meetings.

11. INDUCTION PROGRAMME FOR NEW DIRECTORS AND ONGOING FAMILIRIAZATION

PROGRAMME FOR EXISTING INDEPENDENT AND NON-INDEPENDENT DIRECTORS

An appropriate induction programme for new Directors and ongoing familiarization withrespect to the business/working of the Company for all Directors is a major contributionfor meaningful Board Level deliberations and sound business decisions.

At the time of appointing a Director a formal letter of appointment is given tohim/her which interalia explains his/her role function duties and responsibilities andthe Board's expectations from him/her as a Director of the Company. The Director is alsoexplained in detail the compliances required from him/her under the Act SEBI Regulationsand other relevant regulations and his/her affirmation taken with respect to the same.

A Presentation is also shared with newly appointed Director giving an overarchingperspective of the industry organizational set-up of the Company the functioning ofvarious divisions/departments the Company's market in which it operates governance andinternal control process and other relevant information pertaining to the Company'sbusiness.

The above initiatives help the Directors to understand the Company its business andthe regulatory framework in which the Company operates and equips him/her to effectivelyfulfill his/her role as the Director of the Company.

12. COMPOSITION OF BOARD OF DIRECTORS

The Company's Board comprises of Six Directors - Two of them are Executive DirectorsOne is Non-Executive Non-Independent Director and remaining three are Non-ExecutiveIndependent Directors. The Chairman of the Board is Executive Director. The number ofNon-Executive Independent Directors is 50% of the total strength of the Board.

During the year there were Four (4) Board Meetings held on 26/06/2020 18/08/202019/10/2020 and 28/01/2021. The attendance of the Directors in the Board Meetings and lastAnnual General Meeting is given here below-

Name Category and Designation No. of Board Meetings attended during the year 2019-2020 Whether attended last AGM No. of Directorship in other Limited Companies No. of Membership of committees other than the Company No. of Chairmanship of committees other than the Company
Shri. Shreeniwas Somani (resigned w.e.f. 10/11/2020) ED 03 Yes 01 Nil Nil
Shri. Ashok Somani ED 04 Yes 01 Nil Nil
Smt. Shanta Somani NED 04 Yes Nil Nil Nil
Shri. Mathura Prasad Sharma ID 04 No Nil Nil Nil
Shri. Balkishan Lohia ID 04 Yes Nil Nil Nil
Shri. Toby Antony ID 02 Yes 01 Nil Nil

ED - Executive Director NED - Non- Executive Director ID - Independent Director

Apart from above there were Circulation Resolution passed by the Board of Directorspursuant to Section 175 of the Companies Act 2013 read with relevant rules there-under on02/12/2020 where all the resolutions proposed were passed by the majority of Directors ofthe Company and were noted in detail in the Minutes of forthcoming Board Meeting of theCompany.

13. BOARD COMMITTEES

The Board has constituted the following Committees of Directors:

(a) AUDIT COMMITTEE

The constitution of Audit Committee meets with the requirements of Section 178 of theCompanies Act 2013.

i. Terms of Reference

The Audit Committee acts as link between Statutory and Internal Auditor and the Boardof Directors. It assists the Board in fulfilling its oversight responsibilities ofmonitoring financial reporting processes reviewing the Company's statutory and internalaudit activities. Majority of the members on the Committee including the Chairman areIndependent Directors. The Committee is governed by a Charter which is in line with theregulatory requirements mandated under Section 177 of the Companies Act 2013 read withthe Rule 6 of The Companies (Meetings of Board and its Powers) Rules 2014 and SEBIRegulations. The terms of reference of the Audit Committee are as follows -

(1) oversight of the listed entity's financial reporting process and the disclosure ofits financial information to ensure that the financial statements is correct sufficientand credible;

(2) recommendation for appointment remuneration and terms of appointment of auditorsof the listed entity;

(3) approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

(4) reviewing with the management the annual financial statements and auditor'sreport thereon before submission to the board for approval with particular reference to:

(a) matters required to be included in the director's responsibility statement to beincluded in the board's report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013;

(b) changes if any in accounting policies and practices and reasons for the same;

(c) major accounting entries involving estimates based on the exercise of judgment bymanagement;

(d) significant adjustments made in the financial statements arising out of auditfindings;

(e) compliance with listing and other legal requirements relating to financialstatements;

(f) disclosure of any related party transactions;

(g) modified opinion(s) in the draft audit report;

(5) reviewing with the management the quarterly financial statements beforesubmission to the board for approval;

(6) reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilization ofproceeds of a public or rights issue and making appropriate recommendations to the boardto take up steps in this matter;

(7) reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process;

(8) approval or any subsequent modification of transactions of the listed entity withrelated parties;

(9) scrutiny of inter-corporate loans and investments;

(10) valuation of undertakings or assets of the listed entity wherever it isnecessary;

(11) evaluation of internal financial controls and risk management systems;

(12) reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

(13) reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

(14) discussion with internal auditors of any significant findings and follow up thereon;

(15) reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the board;

(16) discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern;

(17) to look into the reasons for substantial defaults in the payment to thedepositors debenture holders shareholders (in case of non-payment of declared dividends)and creditors;

(18) to review the functioning of the whistle blower mechanism;

(19) approval of appointment of chief financial officer after assessing thequalifications experience and background etc. of the candidate;

(20) carrying out any other function as is mentioned in the terms of reference of theaudit committee.

(21) management discussion and analysis of financial condition and results ofoperations;

(22) statement of significant related party transactions (as defined by the auditcommittee) submitted by management;

(23) management letters / letters of internal control weaknesses issued by thestatutory auditors;

(24) internal audit reports relating to internal control weaknesses; and

(25) the appointment removal and terms of remuneration of the chief internal auditorshall be subject to review by the audit committee.

(26) statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency ifapplicable submitted to stock exchange(s) in terms of Regulation 32(1).

(b) annual statement of funds utilized for purposes other than those stated in theoffer document/prospectus/notice in terms of Regulation 32(7)

ii. Composition

The Audit Committee comprises of three members all of which are Independent Directors.

Following are the members of the committee :

1. Shri. Balkishan Lohia Member
2. Shri. Toby Antony Member
3. Shri. Mathura Prasad Sharma Member

The Audit Committee met for Four (4) times during the year i.e. on 26/06/202018/08/2020 19/10/2020 and 28/01/2021. The attendances of members are as follows:

Name Category Meetings during the year 2020-2021
Held Attended
Shri. Balkishan Lohia Member 4 4
Shri. Toby Antony Member 4 2
Shri. Mathura Prasad Sharma Member 4 4

iii. The Powers of the Audit Committee include:

• To investigate any activity within its terms of reference.

• To seek information from any employee.

• To obtain outside legal or other professional advice.

• To secure attendance of outsiders with relevant expertise if it considersnecessary.

iv. Internal Financial Controls and Governance Process

a. Review the adequacy and effectiveness of the Company's system and internal controls.

b. Review and discuss with the Management the Company's major financial risk exposuresand steps taken by the Management to monitor and control such exposure.

c. To oversee and review the functioning of vigil mechanism (implemented in the Companyas Ethical view Reporting Policy) and to review the findings of investigations into casesof material nature and the actions taken in respect thereof.

All the Members of the Audit Committee possess the requisite qualification forappointment on the Committee and have sound knowledge of finance accounting practices andinternal controls.

The Representative of the Statutory Auditors are permanent invitees to the AuditCommittees. They have attended all the Audit Committee Meetings held during the year. TheChief Financial Officer (CFO) attended the meetings of Committee. The Company Secretary isthe Secretary to the all the Committee Meetings of the Company.

(b) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of three Members all of which areIndependent Directors. The Committee is governed by a Charter.

i. Terms of Reference

The terms of reference of the Committee are as follows -

a) To scrutinize and approve registration of transfer of shares/ debentures/ warrantsissued / to be issued by the Company.

b) To decide all questions and matters that may arise in regard to transmission ofshares / debentures / warrants issued / to be issued by the Company.

c) To approve and issue duplicate shares / debentures / warrants certificates in lieuof those reported lost.

d) To refer to the Board and any proposal of refusal of registration of transfer ofshares / debentures / warrants for their consideration.

e) To look into Shareholders and investors complaints like transfer of shares non-receipt of annual reports non-receipt of declared dividends etc.

f) To delegate all or any of its powers of Officers/ Authorized Signatories of theCompany.

g) To issue new certificates against subdivision of shares renewal split orconsolidation of share certificates / certificates relating to other securities.

h) To issue and allot debentures bonds and other securities subject to such approvalsas may be required;

i) To approve and monitor Dematerialization of shares / debentures / other securitiesand all matters incidental or related thereto.

j) To authorize the Company Secretary and Head Compliance / other Officers of the ShareDepartment to attend to matters relating to non-receipt of annual reports notices nonreceipt of declared dividend/interest change of address for correspondence etc. and tomonitor action taken.

ii. Composition

The constitution and terms of reference of the Stakeholders Relationship Committee isin pursuance of Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Section 178(5) of the Companies Act 2013.

Following are the members of the committee :

1. Shri. Balkishan Lohia Member
2. Shri. Toby Antony Member
3. Shri. Mathura Prasad Sharma Member

iii. Powers of the Committee

The Committee

(i) approves and monitors transfers transmission splitting and consolidation ofsecurities and issue of duplicate certificates by the Company;

(ii) looks into various issues relating to shareholders including the redressal ofShareholders' and investors' complaints like transfer of shares non-receipt of BalanceSheet dividend etc; and

(iii) carries out the functions envisaged under the Code of Conduct for Prevention ofInsider Trading which is effective from 15th May 2015.

The Committee met Four (4) times during the year i.e. on 26/06/2020 18/08/202019/10/2020 and 28/01/2021. The attendances of members are as follows:

Name Category Meetings during the year 2020-2021
Held Attended
Shri. Balkishan Lohia Member 4 4
Shri. Toby Antony Member 4 2
Shri. Mathura Prasad Sharma Member 4 4

(c) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is governed by a Charter. The Chairman alongwith the other members of the Committee are Independent Directors.

i. Terms of Reference

The terms of reference of the Committee interalia include the following -

(1) formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees;

(2) formulation of criteria for evaluation of performance of independent directors andthe board of directors;

(3) devising a policy on diversity of board of directors;

(4) identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the boardof directors their appointment and removal.

(5) whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent directors.

ii. Composition

The Composition of the committee is composed pursuant to the Section 178 of theCompanies Act 2013.

Following are the members of the committee :

1. Shri. Balkishan Lohia Member
2. Shri. Toby Antony Member
3. Shri. Mathura Prasad Sharma Member

The Nomination and Remuneration Committee met for one time during 2020-2021 i.e. on13/01/2021.

Name Category Meetings during the year 2020-2021
Held Attended
Shri. Balkishan Lohia Member 1 1
Shri. Toby Antony Member 1 1
Shri. Mathura Prasad Sharma Member 1 1

14. BOARD EFFECTIVENESS

a. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a familiarization programmeefor the Independent Directors to familiarize them with their role rights andresponsibility as Directors the working of the Company nature of the industry in whichthe Company operates the business model etc. The same is also available on the website ofthe Company and can be accessed.

b. PERFORMANCE EVALUATION OF THE BOARD AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and the SEBI Regulations the Board has carriedout the annual performance evaluation of the working of its Audit Nomination andRemuneration and Stakeholders Relationship Committee respectively. The Chairman of theBoard of Directors individually get an overview of the functioning of the Board and itsconstituents interalia on the following broad criteria i.e. attendance and level ofparticipation independence of judgment exercised by Independent Directors interpersonalrelationship etc.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department. The Directors expressed theirsatisfaction with the evaluation process.

c. KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of the Companypursuant to the Section 2 (51) and 203 of the Companies Act 2013 read with rulesthere-under -

1. Shri. Ashok Somani - Director and Chief Financial Officer

2. Shri. Bhavin Sheth - Director and Chief Executive Officer

3. Mrs. Neha Vora - Company Secretary and Compliance Officer

15. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year there were Four (4) Board Meetings Four (4) Audit Committee Meetings Four (4)Stakeholders Relationship Committee Meetings and One (1) Nomination and RemunerationCommittee Meetings were convened and held. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013. The attendance of Meetings areenumerated in the table below -

Board Meetings Held During the Year

Sr. No. Date on which the Board Meeting was held Total Strength of the Board No. of Directors Present
1. 26/06/2020 6 5
2. 18/08/2020 6 5
3. 19/10/2020 6 6
4. 28/01/2021 5 5

Stakeholders Relationship Committee Meetings Held During the Year

Sr. No. Date on which the Commmittee Meeting was held Total Strength of the Committee No. of Members Present
1. 26/06/2020 3 2
2. 18/08/2020 3 2
3. 19/10/2020 3 3
4. 28/01/2021 3 3

Audit Committee Meetings Held During the Year

Sr. No. Date on which the Commmittee Meeting was held Total Strength of the Committee No. of Members Present
1. 26/06/2020 3 2
2. 18/08/2020 3 2
3. 19/10/2020 3 3
4. 28/01/2021 3 3

Nomination and Remuneration Committee Meetings Held During the Year

Sr. No. Date on which the Commmittee Meeting was held Total Strength of the Committee No. of Members Present
1. 13/01/2021 3 3

16. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act 2013 We the Directors of ChemoPharma Laboratories Limited state in respect of Financial Year 2020-2021 that:

a) In the preparation of annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures.

b) The Directors have selected the accounting policies applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period.

c) The Directors have 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 have prepared the Annual Accounts on a going concern basis.

e) The Directors have ensured that Proper Internal Financial Controls were in place andthat the financial controls were adequate and were operating effectively.

f) The Directors reviewed that systems are in compliance with the provisions of allapplicable laws and were in place and were adequate and operating effectively.

17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees or Investments covered under the provisions of Section 186of the Companies Act 2013 are given in the notes to Financial Statements.

18. RELATED PARTY TRANSACTIONS

There were no Related Party Transactions pursuant to Section 188 (1) of the CompaniesAct 2013 read with Rule 15 of The Companies (Meeting of Board and its Powers) Rules 2014and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The policyon Related Party Transaction approved by the Board has been hosted on the Website of theCompany.

19. PUBLIC DEPOSIT

The Company has not accepted any Public Deposit as per Section 73 of the Companies Act2013 read with the Companies (Acceptance of Deposits) Rules 2014 as on 31st March 2019.

20. PARTICULARS OF EMPLOYEES

Information as per Section 197 of the Companies Act 2013 ("the Act") readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company can be obtained by an interested shareholderby submitting a written request to the Company. This practice is followed as per theprovisions of Section 136 (1) of the Act. Thus the Report and the Accounts are being sentto all Shareholders excluding the information on employees' particulars under Section 197of the Act read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 which is available for inspection by the Members at the RegisteredOffice of the Company during business hours on working days of the Company up to the dateof the ensuing Annual General Meeting. If any Member is interested in obtaining a copythereof such Member may write to the Company in this regard.

21. STATUTORY AUDITORS

M/s. VMD & Co. (Firm Registration No. - 125002W) Statutory Auditors of theCompany have expressed their un-willingness for their re-appointment as Statutory Auditorof the Company for the next five consecutive Financial Years due to their priorcommitments.

M/s. Sanjay Rane & Associates (Firm Registration No. - 121089W) CharteredAccountants have given their consent letter for getting appointed as Statutory Auditors ofthe Company for a period of five consecutive Financial Years i.e. 2021-2022 to 2025-2026.They have confirmed their eligibility under Section 141 of the Companies Act 2013 and therules framed there-under for appointment as Statutory Auditors of the Company.

As per the requirement of SEBI Regulations the Auditors have confirmed that they holda valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India and the same has been put up in the Notice of Annual General Meetingfor approval of the members of the Company.

The Board of Directors in its Meeting held on 28th May 2021 have decided to appointM/s. Sanjay Rane & Associates (Firm Registration No. - 121089W) Chartered Accountantsas Statutory Auditors of the Company for a period of five consecutive Financial Years i.e.from the Financial Year 2021-2022 to 2025-2026 in place M/s. VMD & Co. CharteredAccountants subject to the approval of the Shareholders in the Annual General Meeting.

22. AUDITOR'S REPORT

The Statutory Auditors of the Company in their report have not made any adversecomments or qualifications on the accounts of the Company except for the explanationsgiven in the note number 13 and 14 of the notes to account of the Financial Statements ofthe Company which are self explanatory and for which no further comments are required inrespect thereof.

23. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors on recommendation of Audit Committee has appointed M/s. HS AssociatesPractising Company Secretaries to undertake the Secretarial Audit of the Company. TheReport of the Secretarial Audit Report is annexed herewith as "Annexure D".

24. INTERNAL AUDIT

The Board of Directors on recommendation of Audit Committee appointed M/s. Sarda SoniAssociates LLP Practicing Chartered Accountants to undertake the Internal Audit of theCompany pursuant to the provisions of Section 138 of the Companies Act 2013 read withRule 13 of the Companies (Accounts) Rules 2014.

25. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE

As required under Section 134 of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 the information relating to conservation of energytechnology absorption and foreign exchange earnings and outgo etc. are not given as therehas not been any manufacturing operation during the under report. A copy of Statements ofParticulars under the Companies (Disclosure of particulars in the Report of Board ofDirectors) Rules 1988 have been Annexed along with Board's Report in "AnnexureB".

26. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure C".

27. CORPORATE GOVERNANCE

Pursuant to the Regulation 15 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 which is effective from 01st December 2015 the Companyis not required to comply with provisions of Corporate Governance as its Paid-up capitalis less then Rs. 10 Crore and its net worth is also less than Rs. 25 Crore as on31/03/2021.

28. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board of Directors in its Meeting held on 26/09/2014 have adopted Vigil Mechanism/Whistle Blower Policy pursuant to the Section 177(9) of the Companies Act 2013 read withRule 7 of (the Companies of Board and its Powers) Rules 2014 for reporting the genuineconcerns of Directors and Employees and also provide adequate safeguards againstvictimization of persons who use such mechanism. The Details of this policy is publishedon the website of the Company.

29. INTERNAL FINANCIAL CONTROL POLICY

The Board of Directors in its meeting held on 26/09/2014 have adopted InternalFinancial Control Policy pursuant to Section 134 (5) of the Companies Act 2013 forensuring the orderly and efficient conduct of the business the safeguarding of theassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and timely preparation of reliable financial information. TheDetails of this policy are published on the website of the Company.

30. CODE OF CONDUCT OF INDEPENDENT DIRECTORS

As per the requirement of Schedule IV of the Companies Act 2013 the Board ofDirectors have adopted Code of Conduct of Independent Director in its meeting held on26/09/2014 for the fulfillment of their responsibilities in a professional and faithfulmanner and to promote confidence of the investment community particularly minorityshareholders regulators of the Company a copy of detailed policy is published on thewebsite of the Company.

31. PERFORMANCE EVALUATION POLICY

As per the Listing Agreement entered into with the Company every Listed Company needsto adopt Performance Evaluation Policy for annual evaluation of the Board of Directors andof its own performance (self-appraisals) and that of its committees and individualDirectors as mentioned under the clause (p) of sub-section (3) of Section 134 of theCompanies Act 2013. The Company adopted it in its meeting dated 29/09/2014 details ofthis Policy is published on the Website of the Company.

32. INTERNAL FINANCIAL CONTROL POLICY

The Board of Directors in its Board meeting dated 29/09/2014 adopted Internal FinancialControl Policy pursuant to Section 134 (5) of the Companies Act 2013 for ensuring theorderly and efficient conduct of the business the safeguarding of the assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and timely preparation of reliable financial information. The Detailsof this policy are published on the website of the Company.

33. RISK MANAGEMENT POLICY

The Board of Directors adopted Risk Management Policy in its meeting held on 29/09/2014pursuant to the requirement of Section 134 of the Companies Act 2013 for the purpose ofidentification of elements of risks which may threaten the existence of the Company acopy of detailed policy is published on the website of the Company.

34. ADOPTION POLICIES UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONSAND DISCLOSURE REQUIREMENTS) REGULATIONS 2015

The Board of Directors had adopted the policies prescribed under SEBI (ListingObligations And Disclosure Requirements) Regulations 2015 in its meeting dated 21stJanuary 2016 copies of which is hosted on website of the Company.

The Polices which were adopted are as follows -

a. Archival Policy

b. Policy on Determination of Materiality of Events or Information Materiality

c. Policy on Preservation of Records

d. Policy on Materiality of Related Party

35. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company is an equal opportunity provider and continuously strives to build a workculture which promotes the respect and dignity of all employees across the Organization.In order to provide women employees a safe working environment at workplace and also incompliance with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules framed there-under the Company hasformulated a well defined policy on prevention prohibition and redressal of complaintsrelating to sexual harassment of women at the workplace. All women who are associated withthe Company either as permanent employees or temporary employees or contractual personsincluding service providers at Company sites are covered under the above policy. The saidpolicy has been uploaded on the website of the Company.

An Internal Complaint Committee (ICC) has been set up comprising of two female and onemale employee. One of the female employees is the Chairperson and a female member is theSecretary of the Committee. There is one external male member on the Committee who is aspecialist in dealing with such matters. Apart from the above there is one female nodalperson to receive and forward complaints either to the First Instance Person (FIP).

36. PREVENTION OF INSIDER POLICY

In January 2015 SEBI notified the SEBI (Prohibition of Insider Trading) Regulations2015 which came into force on 15th May 2015. Pursuant thereto the Company has formulatedand had adopted a Code for Prevention of Insider Trading. Further the SEBI notifiedSecurities and Exchange Board of India (Prohibition of Insider Trading) (Amendment)Regulations 2018 on 31st December 2018 directing the listed entities to adopt revisedcode of conduct as per the amendments listed in the circular.

The Company adopted the new Code of Conduct for Prevention of Insider Trading toRegulate Monitor and Report Trading by Insiders. This code is applicable to all keymanagerial personnel connected persons and designated person of the Company and thepersons who have access to unpublished price sensitive information relating to theCompany.

The Board of Directors in its meeting held on 27th May 2019 adopted the policy. A Copyof Detailed Policy is hosted on the website of the Company.

37. GENERAL BODY MEETINGS

(a) Location and time where last three Annual General Meetings were held:

Annual General Meetings

Financial Year Date Time Location
2019-2020 27/09/2020 04:00 P.M. Deemed to held at Regd. Office Kumud Apt. Kalyan
2018-2019 27/08/2019 04:00 P.M. At Regd. Office Kumud Apt. Kalyan
2017-2018 29/08/2018 04:00 P.M. At Regd. Office Kumud Apt. Kalyan
(b) Whether Special Resolution were put through postal ballot last year : No
(c) Are votes proposed to be conducted through postal ballot this year : No

38. OTHER DISCLOSURES

a. Subsidiary Companies

The Company has No Subsidiary Companies.

b. Disclosure of Accounting Treatment

In the preparation of financial statements the Company has followed the AccountingStandards issued by the Institute of Chartered Accountants of India along with IndianAccounting Standards under the Companies (Indian Accounting Standards) Rules 2015 to theextent applicable. The Financial Statements have been prepared on their historical costconvention and in accordance with the normally the normally accepted accounting principleson accrual basis.

c. Detail of Complaints:

No. of Shareholder's Complaints received during the year One
No. of Complaints resolved to the satisfaction of shareholders Nil
No. of pending share transfer One

39. MEANS OF COMMUNICATION

1. Quarterly Results:

The Company has submitted Audited and Un-audited Quarterly Results to the Bombay StockExchange.

2. Newspapers wherein normally published: Free Press Journal Mumbai Nav ShaktiActive Times and Mumbai Lakshwadeep Mumbai

3. Whether Management Discussion & Analysis Report is a part of Annual Report: Yes

40. GENERAL SHAREHOLDER INFORMATION

(a) AGM DATE TIME AND VENUE : Annual General Meeting will be held on Wednesday01st September 2021 through Video Conferencing ("VC")/Other Audio VisualMeans ("OAVM") at 04:00 p.m.

(b) FINANCIAL CALENDAR FOR 2020-2021

Tentative Schedule

Un-audited Results for quarter ending June 30 2021 upto 14th August 2021
Un-audited Results for quarter ending September 30 2021 upto 14th November 2021
Un-audited Results for quarter ending December 31 2021 upto 15th February 2022
Audited Annual Results for the year ending March 31 2022 upto 30th May 2022

(c) DATE OF BOOK CLOSURE AND RECORD DATE :

Share Transfer Register will be closed from 26th August 2021 to 01stSeptember 2021 (both days inclusive) and Record Date will be 25th August 2021

(d) Dividend payment date: Not Applicable

(e) Company's Shares are listed in Bombay Stock Exchange

(f) Stock Code: 506365

(g) MARKET PRICE DATA: HIGH LOW DURING EACH MONTH IN LAST FINANCIAL YEAR (2020-2021)

Month

BSE Price (Rs.)

High Low
April 20 6.19 5.45
May 20 7.50 6.49
June 20 7.13 6.78
July 20 6.90 6.90
August 20 9.13 7.24
September 20 19.81 9.13
October 20 23.05 17.65
November 20 17.95 14.20
December 20 26.30 14.20
January 21 35.70 27.60
February 21 28.35 21.65
March 21 21.60 17.85

(h) REGISTRAR AND SHARE TRANSFER AGENT

The Registrar and Share Transfer Agent of the Company is Purva Sharegistry (India)Private Limited (SEBI Reg. No. - INR000001112) for handling and dealing with all aspectsof investor servicing relating to shares in both physical and demat form.

The Contact Details of our Registrar and Share Transfer Agents are as follows

Purva Sharegistry (India) Private Limited

Unit No. 9 Shiv Shakti Ind. Estate

J. R. Boricha Marg Lower Parel (East) Mumbai - 400011 Tel No. - (022) 23012518 EmailId - support@purvashare.com

(i) SHARE TRANSFER SYSTEM WITH NUMBER OF SHARES TRANSFERRED

Shares transfers in physical form are registered and returned within a period of 15-20days from the date of receipt in case documents are completed in all respects. TheStakeholders Relationship Committee meets periodically. The total numbers of sharestransferred during the financial year under review were as below:

Particulars No. of cases No. of shares
Transfer 0 0
Other cases 0 0
Deletion 1 100
Transmission 0 0
Total 1 100

(j) Dematerialization of shares and liquidity: Yes

(k) Outstanding GDRs/Warrants Convertible Bonds conversion date and its impact onequity: Nil

(l) DISTRIBUTION OF SHARES AS ON 31/03/2021

No. of Shares No. Shareholders % of Holding
Up to 5000 5721 96.17
5001-10000 150 2.52
10001-20000 50 0.84
20001-30000 8 0.14
30001-40000 2 0.03
40001-50000 5 0.08
50001-100000 7 0.12
Above 100001 6 0.10
Total 5949 100.00

(m) DISCLOSURE IN REGARD TO SECTION 197 OF THE COMPANIES ACT 2013 READ WITH RULE 5 OFTHE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

Information as per Section 197 of the Companies Act 2013 ("the Act") readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company can be obtained by an interested shareholderby submitting a written request to the Company Secretary. This practice is followed as perthe provisions of Section 136 (1) of the Act. Thus the Report and the Accounts are beingsent to all shareholders excluding the information on employees' particulars underSection 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

(n) DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed the Companies (Accounting Standards) Amendment Rules 2016 andamended Accounting Standards prescribed by the Institute of Chartered Accountants of India(ICAI) along with Indian Accounting Standards under the Companies (Indian AccountingStandards) Rules 2015 while preparing Financial Statements of the Company.

(o) REDRESSAL OF SHAREHOLDERS GRIEVANCE

The Shareholders of the Company can send their complaints/grievances to either theaddress of Registered Office as mentioned above or to the Registrar and Share TransferAgents or to the Corporate Office of the Company which is following:

Chemo Pharma Laboratories Limited

03rd Floor Empire House 214 Dr. D. N. Road Mumbai - 400 001.

You can also post your query to our Email Address i.e. chemopharmalab@gmail.com

41. POSTAL BALLOT

There were no resolutions passed through Postal Ballot Mode.

42. ANNUAL LISTING FEES

Pursuant to Regulation 14 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the Company has paid the Listing Fees for the period 01/04/2020 -31/03/2021.

Further the Company has paid Annual Custody Fees for the financial year 2020-21 toboth the depositories namely National Securities Depository Limited (NSDL) and CentralDepository Services (India) Limited (CDSL) within the stipulated time.

43. ENHANCING SHAREHOLDERS VALUE

Our Company believes that its Members are among its most important stakeholders.Accordingly our Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Our Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socioeconomic and environmentaldimensions and contribute to sustainable growth and development.

44. CAUTIONARY STATEMENT

Statements in the Board Report and the Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be'forward-looking statements' within the meaning of applicable securities laws andregulations. Actual results could differ materially from those expressed in the statement.The Company undertakes no obligation to publicly update or revise any forward lookingstatements whether as a result of new information future events or otherwise. Readersare cautioned not to place undue reliance on these forward looking statements that speakonly as of their dates.

45. ACKNOWLEDGEMENT

The Directors of the Company are thankful to the Central and State GovernmentDepartments for their continued guidance and Co-operation. The Directors also gratefullyto all valuable stakeholders of the Company viz. customers Members dealers vendorsbanks and other business partners for the excellent support received from them during theyear. The Directors place on record their sincere appreciation to all employees of theCompany for their unstinted commitment and continued contribution to the Company.

BY ORDER OF THE BOARD OF DIRECTORS
FOR CHEMO PHARMA LABORATORIES LIMITED
Sd/-
ASHOK SOMANI
Place: Mumbai DIRECTOR & CFO
Date : 28th May 2021 (DIN - 03063364)

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