Your Directors have pleasure in presenting their 33rd Annual Report together with theAudited Accounts of the Company for the Year ended March 31 2019.
1) Financial Result
(Rs. In Lacs)
|Particulars ||Current year ||Previous year |
| ||2018-2019 ||2017 - 2018 |
| ||Rs. ||Rs. |
|Total Revenue ||778.66 ||805.56 |
|Total Expense ||763.09 ||790.43 |
|Profit before tax ||15.57 ||15.13 |
|Tax expense ||(3.40) ||7.93 |
|Profit for the year ||12.17 ||23.06 |
|Add: Other Comprehensive income ||(3.01) ||(0.20) |
|Total Profit ||9.16 ||22.86 |
|Balance brought forward of the previous year ||133.44 ||110.58 |
|Balance carried to balance sheet ||142.60 ||133.44 |
|Earnings per share ||0.20 ||0.50 |
2) OPERATIONAL REVIEW
During the year under review the net revenues stood at 778.66 Lacs compared to 805.56in the corresponding previous year. The revenues from operation net of GST stood at Rs.766.82 Lacs and the other income by way of interest received on deposits with banks anddividend were at Rs. 11.84 Lacs. The revenues from operations were marginally lowercompared to previous year. The revenues of 2018-19 of Rs. 767 Lacs is not comparable withthe previous years due to change in accounting of Indirect Tax (GST) during the currentyear and the Excise Duty accounting in the previous year. This is because in the previousyears the top line used to be reported inclusive of Excise Duty and the Excise Duty usedto be debited as an expense in the Profit and Loss Account. However currently we need toreport the top line exclusive of GST Payable/Paid. If we consider the GST paid anddeducted from the topline the current year figure would be comparable to the previousyears. Further the reduction in the turnover is due to the slowdown which is affectingthe economy resulting in reduced demand for all products across the sectors and severedrought conditions prevailing in the country particularly in Maharashtra where theCompany has extensive presence.
Further since the time of demonetization the chemists have learned to operate theirbusiness with lower inventory and therefore need based purchase which is followedcurrently compared to the stocking of goods as per the formula of stocking which wasfollowed in the past however due to various cost control measures adopted by themanagement the profit before tax remained encouraging at the same level of last year atRs. 15.57 Lacs compared to 15.13 Lacs in 2017-18. The net profit carried over was at 9.16Lacs after adjusting a loss in Other Comprehensive Income to the extent of Rs. 3.01 Lacsand deferred tax credit which was higher in the previous year as per accounting standardsrequired to be followed as per IND-AS.
The Board regrets its inability to recommend any dividend to plough back the surplusavailable and to strengthen the financial resources of the Company.
4) SHARE CAPITAL
The paid up equity capital as on March 31 2019 was Rs 354.41 lacs. During the yearunder review your Company has not issued any shares including Sweat equity ESOP and/orconvertible debentures.
5) FINANCE & MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY
Cash and cash equivalents as on March 31 2019 was at Rs. 199.29 lacs. The Companycontinues to focus on judicious management of its working capital receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring. No material changes have occurred and commitments made affectingthe financial position of the Company.
6) PUBLIC DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
7) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
8) 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. To maintain its objectivity and independence the Internal Audit function reportsto the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. The Audit Committee reviews theadequacy and effectiveness of the internal control system and suggests improvement tostrengthen the system. It also reviews the quarterly internal Audit Reports.
9) CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Not applicable to the Company since the Company has not attained the threshold limitunder the Companies Act 2013 as amended from time to time.
10) CONSERVATION OF ENERGY
a) Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilization and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy consumption during theyear under review. Pharmaceutical formulation industry does not consume high power.
c) As the impact of measures taken for conservation and optimum utilization of energyare not quantitative its impact on cost cannot be stated accurately.
11) TECHNOLOGY ABSORPTION
Company's products are manufactured by using in-house know how and no outsidetechnology is being used for manufacturing activities. Therefore technology absorption isa continuous process. The Company constantly strives for maintenance and improvement inquality of its products and entire development activities are directed to achieve theaforesaid goal.
12) FOREIGN EXCHANGE EARNINGS AND OUT-GO
During the period under review there was no foreign exchange earnings or out flow.
Pursuant to Section 152 of the Companies Act 2013 ("the Act") Dr. ManiL.S. Director (Din No. 00825886) retires by rotation at the forthcoming Annual GeneralMeeting of the Company and has offered himself for re-appointment for the office of theDirector.
Mr. N. K. Menon was appointed as the Whole-Time Director of the Company for a period offive years effective 1st October 2014 till 30th September 2019 liable to retire byrotation. Based on the recommendation of the Nomination and Remuneration Committee theBoard on July 31 2019 re-appointed Mr. N. K. Menon as the Whole-Time Director &Chief Executive Officer of the Company liable to retire by rotation for a further periodof three years effective from 1st October 2019 till 30th September 2022 subject toapproval of the Shareholders at the forthcoming Annual General Meeting of the Company.
CA Vasant Bhat and Mr. A. Krishna Kumar were appointed as independent Directors of theCompany in the Annual General Meeting held on 30th September 2014 for the tenure of fiveyears upto 30th September 2019. Hence pursuant to Section 149 of the Companies Act 2013and rules made there under they are eligible for reappointment for another term of fiveconsecutive years subject to the approval of members by special resolution. They haveconsented to their reappointment and confirmed that they do not suffer from anydisqualification which stands in the way of their reappointment as independent Directors.Further the Company has received notices in writing from members under section 160 of theAct proposing the candidature of both CA Vasant Bhat and Mr. A. Krishna Kumar for theoffice of Directors of the Company. The Company has also received declarations from CAVasant Bhat and Mr. A. Krishna Kumar that they meet with the criteria of independence asprescribed under sub section (6) of section 149 of the Act.
14) EVALUATION OF BOARDS PERFORMANCE
During the year the Board has adopted a formal mechanism for evaluating theperformance and as well as that of its Committees and Individual Directors including theManaging Director if any and the Whole Time Director of the Board. The exercise wascarried out by the Independent Directors of the Company through a Structured evaluationprocess covering several aspects of functioning of the Board i.e. attendance contributionat the meeting and otherwise independent judgement safeguarding interest of the minoritystakeholders composition of Board/Committees performance of specific duties andobligations by members of the Board etc.
15) NOMINATION & REMUNERATION POLICY
Pursuant to section 178 of the Companies Act 2013 and the rules made thereunder fromtime to time and Regulation 19 of the SEBI Regulations 2015 the Board has reconstitutedthe Nomination & Remuneration Committee. The Nomination & Remuneration Committeeframed a policy for selection and appointment reappointment removal appraisal ofDirectors and Senior Management Personnel and their remuneration.
16) MEETINGS OF BOARD OF DIRECTORS AND AUDIT COMMITTEE
During the year five Board Meetings and five Audit Committee Meetings and twoindependent Directors meeting were convened and held the details of which are given inthe Corporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
17) DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the Directors would like tostate that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed;
ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 year31-03-2019 and of the profit or loss of the Company for the year under review;
iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv) The Directors have prepared the annual accounts on a going concern basis;
v) 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
vi) The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
18) RELATED PARTY TRANSACTIONS
There are no materially significant related party transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the Company at large.
Prior omnibus approval of the Audit Committee has been obtained on an annual basis fortransactions with related parties which are of a foreseeable and repetitive nature. Thetransactions entered into pursuant to the omnibus approval so granted and a statementgiving details of all transactions with related parties are placed before the AuditCommittee for their review on a periodic basis.
19) SUBSIDIARY COMPANIES
The Company does not have any subsidiary.
20) CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealing/behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "Code ofbusiness conduct".
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard. TheCode of Conduct in detail is given in our Website.
21) VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.
The Board of Directors has adopted Whistle Blower Policy. The Whistle Blower Policyaims for conducting the affairs in a fair and transparent manner by adopting higheststandards of professionalism honesty integrity and ethical behavior. All permanentemployees of the Company are covered under the Whistle Blower Policy.
22) 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 andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All Board of Directors and the designatedemployees have confirmed compliance with the Code.
23) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT2013.
The 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. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The following is a summary of sexualharassment complaints received and disposed off during the year 2018-19.
No of complaints received: NIL
No of complaints disposed off : Not Applicable-
M/s. Vora & Associates Chartered Accountants FRNo. 111612W the auditors of theCompany have been appointed for a period of 5 years in the 31st AGM to hold office untilthe conclusion of 36th AGM (Subject to ratification of their appointment by the members atevery intervening AGM).
Pursuant to the amendments made to section 139 of the Companies Act 2013 by theCompanies (Amendment) Act 2017 effective from May 07 2018 the requirement of seekingratification of the members for the appointment of statutory auditors has been withdrawnfrom the statute. In view of the above ratification of members for continuance of theirappointment at this Annual General Meeting is not being sought. The statutory Auditorshave given a confirmation to the effect that they are eligible to continue with theirappointment and that they have not been disqualified in any manner from continuing asStatutory Auditors. The remuneration payable to the Statutory Auditors will be determinedby the Board of Directors based on the recommendation of the Audit Committee.
25) SECRETARIAL AUDIT AND AUDIT REPORT
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Sanjay Dholakia & Associates (CP No. 1798) a firm of CompanySecretaries in practice to undertake the Secretarial Audit of the Company. The SecretarialAudit report is annexed herewith as "Annexure A".
With regard to the observation made in the said report regarding the non-appointmentof Company Secretary the said observation is self explanatory.
However the Company has appointed a qualified Company Secretary & a ComplianceOfficer from 20 th May- 2019 as per the regulation of SEBI (LODR).
26) COST AUDIT
The provision of Cost Audit Report is not applicable to the Company.
27) EXTRACT OF ANNUAL RETURN
The Annual Return in Form MGT-7 and its extract in Form MGT-9 for the financial yearended 31st March 2019 are available on the website of the Company at www.findoc-cll.in .
28) PARTICULARS OF EMPLOYEES:
There are no employees in receipt of remuneration exceeding the limit as prescribedunder the provisions of Section 197 of the Companies Act 2013).
29) INDUSTRIAL RELATION AND HUMAN RESOURCES
Industrial relation during the period under review remained cordial at all levels. TheCompany has a structured appraisal system based on key result areas. The HR is effectivelyinvolved in nurturing enhancing and retaining talent through job satisfactiondevelopment and training programs etc.
30) CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexure together with theCertificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in relevant provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
31) KEY MANAGERIAL PERSONNEL:
In terms of Section 203 of the Act the following were the KMPs of the Company as on31st March 2019.
1. Dr. Mani L.S. Managing Director & CEO
2. Mr. N. K. Menon Whole-Time Director & CFO
3. Mr. Vasant K Bhat Independent Director
4. Mr. A Krishna Kumar Independent Director
32) LISTING FEES
The Company has paid Listing fees to BSE for the year 2019-20.
Company and its Directors wish to extend their sincerest thanks to the Members of theCompany Bankers State Government Local Bodies Customers Suppliers Executives Staffand Workers at all levels for their continuous cooperation and assistance.
|Mumbai 31st July 2019 ||On behalf of the Board of Directors |
|COLINZ LABORATORIES LIMITED || |
|(CIN: L24200MH1986PLC041128) || |
|Registered Office: ||Dr. Mani L.S. |
|A-101 Pratik Ind. Estate ||Director- Legal Corporate Affairs & Company Secretary |
|Mulund-Goregaon Link Road Bhandup (W) Mumbai - 400 078 ||N. K. Menon |
| ||Whole-Time Director& CEO |