Your Directors have pleasure in presenting their 34th Annual Report togetherwith the Audited Accounts of the Company forthe Year ended March 31 2020.
1) Financial Result (Rs. In Lacs)
|Particulars ||Current year 2019 2020 ||Previous year 2018 2019 |
|Total Revenue ||773.82 ||778.66 |
|Total Expense ||756.22 ||763.09 |
|Profit before tax ||17.60 ||15.57 |
|Tax expense ||[4.56) ||[3.40) |
|Profit for the year ||13.04 ||12.17 |
|Add: Other Comprehensive income ||[13.53) ||[3.01) |
|Total Profit/(Loss) ||[0.49) ||9.16 |
|Balance brought forward of the previous year ||142.60 ||133.44 |
|Balance carried to balance sheet ||142.11 ||142.60 |
2) OPERATIONAL REVIEW:
During the year under review the total net revenues stood at Rs. 773.82 Lacs comparedto 778.66 Lacs in the corresponding previous year. The revenue from operation net of GSTstood at Rs. 760.33 Lacs and the other income by way of interest received and dividendreceived were Rs. 13.49 Lacs.
At the outset the Board feel that the shareholders should be informed about the impactof COVID-19 on the activities and financials of the Company. The Board is happy to informyou that the Company's status as a going concern remains/and is expected to remainunaffected due to COVID-19. However the revenue from operations during the year was lowerdue to the outbreak of COVID-19 in the country and subsequent lockdown announced by bothCentral and State Governments in Mar-2020. The indents which were ready for dispatch inMar-2020 could not go due to sudden stoppage of movement of goods[Transport) within thecountry and also due to cancelation of orders by the stockiests fearing an extendedlockdown and non- movement of goods at their level. If these indents were not to becanceled the top line of the Company would have been higher by 5% to 7%.
The outbreak of pandemic COVID-19 in India like the entire Globe is likely to causesignificant slowdown of the Economy. Your company's products are prescription oriented andthe non-availability of Doctors in their clinics fearing infection of COVID iscontinuing to affect the business of the Company. Further lockdown also affected theattendance of doctors and patients in the clinic. However a small percentage of our fieldstaff are in touch with some doctors who are giving consultations electronically throughwhat's apps reminders what's apps calls etc. Such field staff a few in number are alsovisiting the chemist's shops and book and deliver some of our products to them [sincestockiests are not visiting any chemists). Such a practice is being adopted by the SeniorField Staff due to their standing and reputation in the market while the Junior FieldStaff are unable to do so. Even with such difficult situations caused by COVID pandemicCompany is still trying to push up the topline on a month to month basis.
While it is difficult to predict the future Company is making all efforts to push upthe Sales so that FY 202021 topline figures will be a respectable one.
Further the impact of COVID-19 and the subsequent lockdowns sent shivers to the stockmarket in Mar- 2020 though the market has recovered since then. The sudden fall in sharesprices in Mar-20 when the lockdown was announced has affected Company's investment inEquities which reflects in the negative income in the "Other ComprehensiveIncome" as per the presentation required to be done under IND-AS.
During the year under review;
1) Company had an operational profit of Rs. 17.60 Lacs compared to 15.57 Lacs in theprevious year.
2) Provision for tax after adjustment of deffered tax credit :Rs. 4.56 Lacs.
3) Profit after tax: Rs. 13.04 Lacs
4) [Loss):Other Comprehensive Income: (13.53) Lacs.
Net [Loss) Carried to Balance Sheet: Rs. [0.49) [Forty Nine Thousand).
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 2020was 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
The Company continues to focus on judicious management of its working capitalreceivables inventories and other working capital parameters. They are kept under strictcheck through continuous monitoring. No material changes have occurred and commitmentsmade affecting the 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 accounting procedures and policiesat all locations of the Company. The Audit Committee reviews the adequacy andeffectiveness of the internal control system and suggests improvement to strengthen thesystem. It also reviews the quarterly internal Audit Reports.
9) CORPORATE SOCIAL RESPONSIBILIT INITIATIVES:
Not applicable to the Company since the Company is outside the threshold limit underthe 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 inhouse know how and no outside technologyis being used for manufacturing activities.
Therefore technology absorption is a continuous process. The Company constantlystrives for maintenance and improvement in quality of its products and entire developmentactivities are directed to achieve the aforesaid 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") Mr. N. K.Menon Director [Din No. 01111297) retires by rotation at the forthcoming Annual GeneralMeeting of the Company and has offered himself for re-appointment for the office of theDirector.
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 evaluation process covering several aspects of functioning of theBoard i.e. attendance contribution at the meeting and otherwise independent judgmentsafeguarding interest of the minority stakeholders composition of Board/ Committeesperformance of specific duties and obligations 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 six 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  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 year31-03-2020 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 the Company and that
such internal financial controls are adequate and were operating effectively; 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 preclearance 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. All Board of Directors and the designated employees haveconfirmed 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 2019-20
No of complaints received: NIL
No of complaints disposed off: Not Applicable-
M/s. Vora & Associates Chartered Accountants FR No. 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".
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 2020 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
31) KEY MANAGERIAL PERSONNEL:
In terms of Section 203 of the Act the following were the KMPs of the Company as on 31stMarch 2020.
1. Dr. Mani L.S. Director Company Secretary
2. Mr. N.K.Menon Whole-Time Director & CEO
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 2020-21.
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 14th Aug 2020 ||On behalf of the Board of Directors |
|COLINZ LABORATORIES LIMITED || |
|(CIN: L24200MH1986PLC041128) || |
Dr. Mani L.S. Director- Legal Corporate Affairs & Company Secretary
|Registered Office: |
|A-101 Pratik Industrial Estate |
|Mulund-Goregaon Link Road || |
|Bhandup(W) Mumbai - 400 078 ||Mr. N K Menon |
| ||Whole Time Director& CEO |