The Members of Coral Laboratories Limited
Your Directors have pleasure in presenting the 38th Annual Report together with theAudited Financial Statements for the year ended 31st March 2020.
FINANCIAL SUMMARY AND HIGHLIGHTS:
Standalone financial highlights of the company based on Indian Accounting Standards(Ind AS) for FY 2020 (i.e. from 1 April 2019 to 31 March 2020) compared to the previousfinancial year is as under:
(Rs. in lacs)
|Particulars ||2019-20 ||2018-19 |
|Income ||7647.12 ||9623.62 |
|Expenditure ||6735.42 ||8072.97 |
|Earnings before Tax ||911.70 ||1550.65 |
|Provision for Tax ||250.00 ||500.00 |
|Provision for Deferred Tax ||(51.33) ||28.99 |
|Less: Income Tax Adjustments of earlier years ||- || |
|Earnings after Tax ||713.03 ||1021.66 |
|Other Comprehensive Income (net of tax) ||(436.77) ||(1192.29) |
|Total Comprehensive Income ||276.26 ||(170.63) |
|Add: IND-AS Adjustment ||- || |
|Add: Balance Brought forward ||10599.18 ||10855.81 |
|Less: Dividend Paid (including Dividend Distribution tax) ||(86.14) ||(86.00) |
|Deferred tax liability ||- || |
|Balance carried forward to Balance Sheet ||10789.31 ||10599.18 |
The Directors of the Company have decided to conserve the resources and no dividend isbeing recommended.
Our Company continues to operate only in one segment i.e. pharmaceuticals and there isno change in the nature of business of the Company. During the year under review thecompany posted Revenue of Rs.7647.12 lacs as compared to previous year Rs. 9623.62 lacs.The earnings after tax stood at Rs.713.03 lacs as compared to Rs. 1021.66 lacs during theprevious year.
TRANSFER TO RESERVES:
Your Company does not propose to transfer any amount to the general reserve.
STATE OF AFFAIRS:
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
CHANGE IN NATURE OF BUSINESS IF ANY:
The Company operated into single segment i.e. Pharmaceuticals. During the year therewas no change in the nature of business of the Company.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year of the company to which the financialstatement relate and the date of the report.
HOLDING SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
Your Company does not have any Holding Subsidiaries Joint Venture or AssociateCompanies.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section134(3) and 92(3) of the Act is annexed as Annexure [I]which forms an integral part of this Report and is also available on the Company's websiteviz. www.corallab.com.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were inthe ordinary course of the business. There are no materially significant related partytransactions made by the company with Promoters Key Managerial Personnel or otherdesignated persons which may have potential conflict with interest of the company atlarge.
Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee for its omnibus approval andthe particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure[II].
The Company has adopted a RPT policy to regulate transactions between the Company andits Related Parties in compliance with the applicable provisions of the Companies Act2013 the Rules there under and the SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015. This Policy is available on the website of the Company atwww.corallab.com.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of loans guarantees and investments covered under Section 186 of the CompaniesAct 2013 along with the purpose for which such loan or guarantee was proposed to beutilized by the recipient form part of the notes to the financial statements provided inthis annual report.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
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.
a. Equity Share Capital:
The paid-up Equity Share Capital as at March 31 2020 stood at Rs. 35726000/-. Duringthe year under review the Company has not issued shares or convertible securities orshares with differential voting rights nor has granted any stock options or sweat equityor warrants
b. Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees
The company has not made any provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees as per Rule 16(4) of Companies(share capital and debentures) Rules 2014.
c. Issue of Sweat Equity Shares:
The Company has not issued any sweat equity share during the financial year underreview.
d. Issue of Equity Shares with Differential Rights:
The Company has not issued any Equity Shares with differential voting rights during thefinancial year as per Rule 4(4) of Companies (Share capital and debentures) Rules 2014.
e. Issue of Employee Stock Option:
The company has not issued any employee stock option during the financial year as perRule 12 of Companies (Share Capital and Debentures) Rules 2014.
f. Issue of Equity Shares without Differential Rights:
The Company has not issued any Equity Shares without Differential Rights during thefinancial year as per Rule 12 of Companies (Share Capital and Debentures) Rules 2014.
Your Company has neither accepted nor renewed any deposit within the meaning of Section73 and other applicable provisions if any of the Companies Act 2013 and the necessaryrules made there under during the year ended 31st March 2020.
The Equity shares of the Company can be held in dematerialized form. The Company hassigned the tripartite agreement with National Securities Depository Limited and CentralDepository Services (India) Limited and Link Intime India Private Limited Registrar &Transfer Agent for dematerialization of existing holding of the shareholders.
Further as per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8 2018 andfurther amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30 2018requests for effecting transfer of securities (except in case of transmission ortransposition of securities) shall not be processed from April 1 2019 unless thesecurities are held in the dematerialized form with the depositories. ThereforeShareholders are requested to take action to dematerialize the Equity Shares of theCompany to eliminate all the risks associated with physical shares promptly.
The International Securities Identification Number allotted to the Company isINE683E01017. The equity shares of the Company are listed at BSE Limited (BSE).
LISTING WITH STOCK EXCHANGES:
The Equity Shares of the Company continues to be listed at BSE Limited. The scrip codenumber of the Equity shares of the Company on BSE is 524506.The Company confirms that ithas paid up to date listing fees to BSE Limited.
Your Company has also been enlisted in the new SEBI compliant redressal system (SCORES)enabling the investors to register their complaints if any for speedy redressal.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A detailed report on the Management Discussion and Analysis in terms of Regulation 34of the Listing Regulations is enclosed as a part of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:
The particulars as prescribed under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are attached as Annexure[III] to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Company is committed to good corporate citizenship. As a part of its corporate socialresponsibility the Company continues to undertake a range of activities includingpreventive healthcare. The CSR policy of the Company is placed on the website of thewww.corallab.com.
During the year under review the Company was supposed to spent Rs. 3896120/-on its various CSR activities whereas the Company could only spend Rs. NIL/-.
However Company has spent Rs.6955611 on CSR Activities during the year which was tobe spent for past three years. During the year the Company's spend on the CSR activitieshas been less than the limits prescribed under Companies Act 2013 as the Company wasidentifying the right avenue. The CSR activities are scalable with few new initiativesthat may be considered in future and moving forward the Company will endeavor to spend thecomplete amount on CSR activities in accordance with the statutory requirements.
The brief outline of the Corporate Social Responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year underreview are set out in Annexure [IV] of this report in the formatprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. Forother details regarding the CSR Committee please refer to the Corporate GovernanceReport which is a part of this report. The CSR policy is available on website of theCompany: www.corallab.com
A detailed report on the corporate governance systems and practices of the company hasbeen enclosed as a part of this Annual Report.
The Certificate from the M/s. Uma Lodha & Co. Practicing Company Secretariesconfirming the compliance with the conditions of Corporate Governance as stipulated underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is included as apart of this report.
NUMBER OF MEETING OF THE BOARD OF DIRECTORS:
Your Board of Directors has duly met 5 (Five) times during the financial year i.e. on1st April2019 28th May 2019 12th August 2019 12th November 2019 and 12th February2020 respectively in respect of which proper notices were given and the proceedings wereproperly recorded and signed in the Minute Book maintained for the purpose. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013. Further details can be seen in the Corporate Governance Report included inAnnual report.
NUMBER OF MEETINGS OF AUDIT COMMITTEE:
Audit Committee has duly met 5 (Five) times during the financial year i.e. on 1stApril2019 28th May 201912th August 2019 12th November 2019 and 12th February 2020respectively in respect of which proper notices were given and the proceedings wereproperly recorded and signed in the Minute Book maintained for the purpose. Furtherdetails can be seen in the Corporate Governance Report included in Annual report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
(i) Changes in Directors and Key Managerial Personnel (KMP):
During the year the Constitution of the Board underwent a change. The changes are asfollows:
On 10th April 2019 Mr. Chetan Doshi (DIN: 00319134) Chairman and Non-executiveDirector of the Company vacated the office as per Section 167 due to disqualification u/s164 of the Companies Act2013.
On 10th April 2019 Mr. Rajesh Parikh (DIN: 02527339) Independent Director of theCompany vacated the office as per Section 167 due to disqualification u/s 164 of theCompanies Act 2013.
At the Board Meeting dated 28th May2019 Mrs. Purvi Doshi (DIN: 08451213) wasappointed as an Additional Director of the Company w.e.f. 28th May2019 and herappointment was duly regularized as Director of the Company at the 37th Annual GeneralMeeting of the Company held on 27th September 2019.
At the Board Meeting dated 28thMay2019 Mr. Saurabh Shah (DIN: 08451204) wasappointed as an Additional Director (Independent) of the Company w.e.f. 28th May 2019subject to shareholders approval at the forthcoming 37th Annual general Meeting. He wasduly appointed as independent Director of the Company at the 37th Annual General Meetingof the Company held on 27th September 2019.
At the Board Meeting dated 12th August 2019 Board of Directors proposedre-appointment of Mrs. Sheela Kamdar as an Independent Director of the Company for asecond term of five consecutive years. Shareholders at the 37th Annual General Meeting ofthe Company held on 27th September 2019 approved her re-appointment as an independentDirector of the Company for the Second term commencing from 29th September 2019 to 28thSeptember 2024.
At the Board Meeting dated 20th May 2020 Board of Directors re-appointed Mr. GirishDhameja as Whole time Director of the Company for a further period of Three(03) yearsw.e.f. 26th May 2020 which is subject to the consent of Shareholders in this AnnualGeneral Meeting of the Company
Mrs. Sushma Kadkade retires by rotation at this Annual general Meeting and beingeligible seeks re-appointment.
(ii) Constitution of Board of Directors as on 31st March 2020 is as follows:
|Sr. No. ||Name of Director ||Category |
|1 ||Mr. Girish Dhameja ||Whole-Time Director |
|2 ||Mrs. Purvi Doshi ||Non-Executive Director |
|3 ||Mrs. Sushma Kadkade ||Non-Executive Director & CFO |
|4 ||Mrs. Sheela Kamdar ||Non-Executive Independent Director |
|5 ||Mr. Sanket Mehta ||Non-Executive Independent Director |
|6 ||Mr. Saurabh Shah ||Non-Executive Independent Director |
(iii) KEY MANAGERIAL PERSONNEL (KMP):
The following are the Key Managerial Personnel of the Company:
1. Mr. Girish Dhameja Whole-Time Director
2. Mrs. Sushma Kadkade- Chief Financial Officer (CFO)
3. Ms. Nirali Mehta- Company Secretary & Compliance officer (upto 11th June 2020)
4. Ms. Ruchi Anjaria- Company Secretary & Compliance officer (w.e.f. 23rd July2020)
DECLARATION OF INDEPENDENCE:
In accordance with provisions of section 149 of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) 2015 Your Company has receiveddeclarations from all the Independent Directors confirming that they meet the criteria ofindependence as prescribed under the Section 149 of Companies Act 2013 and Regulation16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) 2015.
As per MCA Circular dated 22nd October 2019-Companies fifth Amendment in rulesCompanies (Appointment and Qualification of Directors) Rules 2014 the names of theIndependent Directors Mrs. Sheela Kamdar Mr. Saurabh Shah and Mr. Sanket Mehta areregistered with the databank maintained by the Indian Institute of Corporate Affairs andthey are yet to give their exams for online proficiency self-assessment test as they have1 year time post registration.
Pursuant to the provisions of the Companies Act 2013 and as per Regulation 17(1) ofthe SEBI (Listing Obligations and Disclosure Requirements Regulations) 2015 the Board ofDirectors has carried out an annual evaluation of the performance of its own Boardcommittees and Independent Directors.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee (NRC) reviewed theperformance of the individual Directors based on the criteria such as the contribution ofthe individual Director to the Board and committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc.
In a separate meeting of independent Directors performance of Non-IndependentDirectors performance of the board as a whole and performance of the Chairperson wasevaluated taking into account the views of Executive Directors and Non- ExecutiveDirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual Directors was also discussed.
The committees are evaluated on certain parameters such as effective discharge of theirroles responsibilities and advice given to the board for discharging its fiduciaryresponsibilities including adequate and periodical updates to the board on thecommittees' functioning.
The Board of Directors have the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
The details of the Board Committees along with their composition as well as changes intheir composition number of meetings and attendance at the meetings are provided in theCorporate Governance Report.
NOMINATION REMUNERATION AND BOARD DIVERSITY POLICY:
The Board of Directors has adopted a NRC policy which lays down a framework in relationto remuneration of Directors Key Managerial Personnel and Senior Management of theCompany.
The Policy broadly lays down the guiding principles philosophy and the basis forpayment of remuneration to Executive and Non-executive Directors (by way of sitting feesand commission) Key Managerial Personnel Senior Management and other employees. Thepolicy also provides the criteria for determining qualifications positive attributes andIndependence of Director and criteria for appointment of Key Managerial Personnel /SeniorManagement and performance evaluation which are considered by the Nomination andRemuneration Committee and the Board of Directors while making selection of thecandidates. The above policy has been posted on the website of the Company atwww.corallab.com under investor's relations /policies.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your company has an effective internal control and risk mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to M/s. Pinkesh JainChartered Accountant. The main thrust of internal audit is to test and review controlsappraisal of risks and business processes besides benchmarking controls with bestpractices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.
The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken. To maintain its objectivity and independence the internal Audit function reportsto the Chairperson of the Audit Committee.
Pursuant to section 134 (3)(n) of the Companies Act 2013 & Regulation 21 of theSEBI(Listing Obligations and Disclosure Requirements Regulations) 2015 the Company isnot required to constitute a risk management committee. Hence it is not applicable to theCompany for the year under review.
At present the company has not identified any element of risk which may threaten theexistence of the company. The Company has adopted Risk Management Policy which has beenposted on the website of the Company: www.corallab.com.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of Directors/ employees ofyour Company is set out in Annexure [V] to this Report.
AUDITORS AND AUDITORS' REPORT:
(i) Statutory Auditors:
As the members are aware M/s. SPVM & CO. Chartered Accountants (FRN: 136751W)were appointed as Statutory Auditors of the Company by the shareholders at the AnnualGeneral Meeting held on 19th September 2017 for a period of five years commencing fromthe conclusion of 35th AGM till the conclusion of the 40th AGM of the Company.
However M/s. SPVM & CO. Chartered Accountants (FRN: 136751W) have resigned fromthe position of the Statutory Auditors of the Company. This has resulted into CasualVacancy in the office of Statutory Auditors of the Company as stipulated by section 139(8)of Companies Act 2013 (The Act). The Casual Vacancy caused by the resignationof the Auditors can be filled by the Board subject to the approval of the members within 3months from the recommendation of Board.
The Board of Directors at their meeting held on 19th June2020 appointed M/s. M. A.Parekh & Associates Chartered Accountants (having Firm Registration No: 121973W) tofill the casual vacancy created due to Resignation of M/s. SPVM & CO. CharteredAccountants (FRN: 136751W)which also requires approval of shareholders in three monthsfrom the recommendation of Board.
Hence Board of Directors recommends to shareholders of the company in this AnnualGeneral meeting to approve the appointment of M/s. M. A. Parekh & AssociatesChartered Accountants (having Firm Registration No: 121973W) as a statutory auditor of theCompany to fill the casual vacancy created due to Resignation of M/s. SPVM & CO.Chartered Accountants (FRN: 136751W) whose period shall be till Conclusion of nextAnnual General Meeting.
M/s. M. A. Parekh & Associates Chartered Accountants (having Firm Registration No:121973W) located at 543 Kalbadevi Road Ravindra House 2nd Floor Near MetroMumbai 400002 have conveyed their consent to be appointed as Statutory Auditor of theCompany along with a confirmation that their appointment if made by the members wouldbe within the limits prescribed under Companies Act 2013.
The Auditors' Report for the financial year 2019-20 does not contain anyqualification reservation or adverse remark. The Auditors report is annexed along withfinancials of the Company.
(I) Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed M/s Uma Lodha & Co. Practicing Company Secretaries to conduct theSecretarial Audit of your Company for the financial year 2019-20. The Secretarial AuditReport is annexed herewith as Annexure [VI] to this Report.
Based on the consent received from M/s Uma Lodha & Co. Practicing CompanySecretaries and on the recommendations of the audit committee the board has appointedher as the secretarial auditor of the company for financial year 2020-2021.
COMMENTS OF THE BOARD FOR REMARKS
The Secretarial Audit Report and/or Secretarial Compliance Report containsqualification reservation or adverse remark and is self-explanatory and thus does notrequire any further Clarifications/comments except to contribute adequately towards CSRactivities and non compliance regarding Regulation 34 of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015.
The Board of Directors further confirms that the Company has started complying withthe above mentioned suggestion from Financial Year 2020-2021.
(iii) Cost Auditor:
In accordance with the provisions of Section 148 of The Companies Act 2013 and theCompanies (Cost Records and Audit) Rules 2014 Your Company is required to maintain CostRecords of the Company. Such accounts and records have been duly maintained by theCompany.
On the recommendation of the audit committee the board has appointed M/s.Jitendrakumar& Associates Cost & Management Associates (Firm Registration No.101561) as cost auditors of the company for the financial year 2020-2021 at a remunerationof RS.130000 plus reimbursement of out-of-pocket expenses at actual and applicabletaxes. The provisions also require that the remuneration of the cost auditors be ratifiedby the shareholders. Hence approval of shareholders is being taken in this Annual GeneralMeeting.
In terms of Section 118(10) of the Companies Act 2013 the company complies withSecretarial Standards 1 and 2 relating to the Meetings of the Board of Directors'and General Meetings' respectively as specified by the Institute of CompanySecretaries of India and approved by the Central Government.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the provisions of the Companies Act 2013 read with IEPF Authority(Accounting Audit Transfer and Refund) Rules 2016 as amended declared dividends whichremained unpaid or unclaimed for a period of seven years have been transferred by thecompany to the IEPF which has been established by the Central Government. Theabove-referred rules also mandate transfer of shares on which dividend are lying unpaid orunclaimed for a period of seven consecutive years to IEPF.
The company will issue individual notices to the shareholders whose equity shares areliable to be transferred to IEPF advising them to claim their dividend on or before5thNovember 2020. The details of unpaid / unclaimed dividend will be available on ourwebsite: www.corallab.com.
Hereunder are the details of Dividends paid by the Company and their proposed due datesand year of transfer of unclaimed/un-encashed dividends to the designated fund of theCentral Government.
|Date of Declaration of Dividend ||Dividend for the year ||Proposed due date for transfer to Investor Education and Protection Fund (IEPF) |
|28th September 2013 ||2012 2013 ||5th November 2020 |
|29th September 2014 ||2013 2014 ||6th November 2021 |
|16th September 2015 ||2014 2015 ||24th October 2022 |
|26th September 2016 ||2015 2016 ||3rd November 2023 |
|19th September 2017 ||2016 2017 ||27th October 2024 |
|27th September 2018 ||2017 2018 ||4th November 2025 |
|27th September 2019 ||2018 2019 ||4th November 2026 |
During the Financial Year 2019-2020 the company has transferred to the InvestorEducation and Protection Fund (IEPF) following amount of unclaimed dividends andcorresponding shares thereto as stated below:
|Particulars ||Amount of dividend transferred ||No. of shares transferred |
| ||(in Rs.) || |
|For the year 2011-2012 ||Rs. 166576.50 ||1230 Shares |
Any corporate benefits accruing on such shares viz. bonus shares split etc. shallalso be credited to unclaimed suspense account for a period of seven years and thereafterwill be transferred by the company to IEPF in accordance with provisions of section124(5) and (6) of the Companies Act 2013 and rules made thereunder.
Any person whose shares and unpaid/unclaimed dividends get transferred to the IEPF mayclaim the shares and unpaid/unclaimed dividends from the IEPF in accordance with suchprocedure and on submission of such documents as prescribed. The Voting rights on suchshares shall remain frozen till the rightful owner of such shares claims the shares.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)c of the Companies Act 2013 Directors of your Companyhereby state and confirm that-
(a) In the preparation of the Annual Accounts for the year ended 31st March 2020 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;
(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the Annual Accounts on a going concern basis and
(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) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In pursuance of the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of the SEBI (Listing Obligations and Disclosure RequirementsRegulations) 2015 a Vigil Mechanism for Directors and employees to report genuineconcerns has been established.
The purpose of the Whistle Blower Policy is to allow employees to raiseconcerns about unacceptable improper or unethical practices being followed in theorganization. They will be protected against any adverse action and/or discrimination as aresult of such a reporting provided it is justified and made in good faith. Thecomplaints can also be addressed to Chairperson of Audit Committee and Chairman inexceptional cases.
The Whistle Blower policy has been uploaded on the website of the Companyat www.corallab.com.
REPORTING OF FRAUDS:
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees during day to day business operations of thecompany. The Company believes in Zero Tolerance against bribery corruptionand unethical dealings / behavior of any form and the Board has laid down the directivesto counter such acts. The code laid down by the Board is known as code of businessconduct which forms an Appendix to the Code. The Code has been posted on theCompany's website: www.corallab.com.
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 workplace in business practices and indealing 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.
PREVENTION OF INSIDER TRADING:
Based on the recommendation of the Audit Committee the Company has adopted a revisedCode of Conduct for Prevention of Insider Trading with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code requirespre-clearance for dealing in the Company's shares and prohibits the purchase or sale ofCompany shares by the Directors and the designated employees while in possession ofunpublished price sensitive information in relation to the Company and during the periodwhen the Trading Window is closed.
Board of Directors and the designated employees have confirmed compliance with theCode. The policy for same has been posted on the website of the company.: www.corallab.com
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:
In order to comply with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder the Companyhas formulated and implemented a policy on prevention prohibition and redressal ofcomplaints related to sexual harassment of women at the workplace. All women employeeseither permanent temporary or contractual are covered under the above policy. The saidpolicy has been uploaded on the internal portal of the Company for information of allemployees. An Internal Complaint Committee (ICC) has been set up in compliance with thesaid Act.
During the financial year 2019-20 the company has not received any complaints onsexual harassment and hence no complaints remain pending as of 31st March 2020.
Your Directors place on record their sincere appreciation for the steadfast commitmentand highly motivated performance by employees at all levels across the globe which wasinstrumental in sustained performance of the Company. Your Directors also sincerely thankall the stakeholders business partners government & other statutory bodies banksfinancial institutions analysts and shareholders for their continued assistancecooperation and support.
|By Order of the Board || |
|For Coral Laboratories Limited || |
|Sd/- ||Sd/- |
|Girish Dhameja ||Sushma Kadkade |
|Whole-Time Director ||Director& CFO |
|(DIN: 07798455) ||(DIN: 07791735) |
|Place: Mumbai || |
|Date: 23/07/2020 || |