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Coral Laboratories Ltd.

BSE: 524506 Sector: Health care
NSE: N.A. ISIN Code: INE683E01017
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NSE 05:30 | 01 Jan Coral Laboratories Ltd
OPEN 245.00
PREVIOUS CLOSE 235.15
VOLUME 413
52-Week high 570.00
52-Week low 225.05
P/E 10.31
Mkt Cap.(Rs cr) 86
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 245.00
CLOSE 235.15
VOLUME 413
52-Week high 570.00
52-Week low 225.05
P/E 10.31
Mkt Cap.(Rs cr) 86
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Coral Laboratories Ltd. (CORALLABS) - Director Report

Company director report

To

The Members of Coral Laboratories Limited

Dear Member(s)

Your directors have pleasure in presenting the 39th Annual Report together with theAudited Financial Statements for the year ended March 31 2021.

FINANCIAL SUMMARY AND HIGHLIGHTS:

Standalone financial highlights of the company based on Indian Accounting Standards(Ind AS) for FY 20-21 (i.e. from 1 April 2020 to 31 March 2021) compared to the previousfinancial year is as under: (` in Lacs)

Particulars 2020-21 2019-20
Income 10033.73 7647.12
Expenditure 8274.36 6735.42
Earnings before Tax 1759.37 911.70
Provision for Tax 450.00 250.00
Provision for Deferred Tax (44.22) (51.33)
Less: Income Tax Adjustments of earlier years (1.87) -
Earnings after Tax 1355.46 713.03
Other Comprehensive Income (net of tax) 741.78 (436.77)
Total Comprehensive Income 2097.25 276.26
Add: IND-AS Adjustment - -
Add: Balance Brought forward 10789.31 10599.19
Less: Dividend Paid (including Dividend Distribution tax) (86.14)
Deferred tax liability - -
Balance carried forward to Balance Sheet 12886.55 10789.31

PERFORMANCE:

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. 10033.73 lacs as compared to previous year Rs. 7647.12 lacs.The earnings after tax stood at Rs. 1355.46 lacs as compared to Rs. 713.03 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.

DIVIDEND:

The Directors of the Company have decided to conserve the resources and no dividend isbeing recommended.

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:

In accordance with the Companies Act 2013 the annual return in the prescribed formatis available at website link https://corallab.com/Investors.aspx

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[I]".

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 at www.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.

SHARE CAPITAL:

EQUITY SHARE CAPITAL:

The Authorised Share Capital of the company is Rs. 100000000/- and the paid-upEquity Share Capital as on March 31 2021 is at Rs. 35726000/-. During the year underreview the Company has not altered its Share Capital nor issued shares or convertiblesecurities or shares with differential voting rights nor has granted any stock options orsweat equity or warrants.

PUBLIC DEPOSIT:

Your Company has neither accepted nor renewed any deposits covered under Chapter V ofthe Companies Act 2013 and other applicable provisions if any and the necessary rulesmade there under during the year ended March 31 2021.

DEMATERIALIZATION:

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[II]" 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 the www.corallab.com.

During the year under review the Company was supposed to spent Rs. 2844860/- (2% ofthe average net profits of last three financial years) towards Corporate SocialResponsibility (CSR) activities. In compliance with Section 135 of the Act the Companyhas undertaken CSR activities projects programs excluding activities undertaken inpursuance of its normal course of business.

During the year under review the Company has spent Rs. Rs. 2844860/- of the averagequalifying net profits of last three financial years) on CSR activities on projectsqualifying as per Section 135 of the Act duly approved by the CSR Committee of the Board.

The brief outline of the Corporate Social The salient features of the CSR Policy anddetails of activities as required under Companies (Corporate Social Responsibility Policy)Rules 2014 are provided in "Annexure [III]" 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.

CORPORATE GOVERNANCE:

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. SARK & Associates Company Secretaries confirming thecompliance with the conditions of Corporate Governance as stipulated under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is included as a part of thisreport.

NUMBER OF MEETING OF THE BOARD OF DIRECTORS:

Your Board of Directors has duly met 7 (Seven) times during the financial year 2020-21i.e. on May 20 2020 June 19 2020 July 23 2020 September 04 2020 November 122020 January 27 2021 and February 11 2021 respectively in respect of which propernotices were given and the proceedings were properly recorded and signed in the MinuteBook maintained for the purpose. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013. Further details can be seen in theCorporate Governance Report included in Annual Report.

NUMBER OF MEETINGS OF AUDIT COMMITTEE:

Audit Committee has duly met 6 (Six) times during the financial year 2020-21 i.e. onMay 20 2020 June 19 2020 July 23 2020 September 04 2020 November 12 2020 andFebruary 11 2021 respectively in respect of which proper notices were given and theproceedings were properly recorded and signed in the Minute Book maintained for thepurpose. Further details can be seen in the Corporate Governance Report included in AnnualReport.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

(i) Changes in Directors and Key Managerial Personnel (KMP):

During the year there were changes in Key Managerial Personnel (KMP) in the FinancialYear 2020-21:

Ms. Nirali Mehta resigned as a Company Secretary and Compliance Officer of the Companywith effect from close of working hours on June 11 2020.

At Board Meeting dated July 23 2020 Ms. Ruchi Anjaria was appointed as CompanySecretary and Compliance Officer of the Company.

Mr. Girish Dhameja retires by rotation at this Annual general Meeting and beingeligible seeks re-appointment.

(ii) Constitution of Board of Directors as on March 31 2021 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. Ruchi Anjaria- Company Secretary & Compliance officer (w.e.f. July 23 2020)

DECLARATION FROM INDEPENDENT DIRECTORS:

In accordance with provisions of section 149 of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 Your Company hasreceived declarations from all the Independent Directors confirming that they meet thecriteria of independence as prescribed under the Section 149 of Companies Act 2013 andRegulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

As per MCA Circular dated October 22 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 andqualify online proficiency self- assessment test within 1 year time post registration.

As per MCA Circular dated December 18 2020- Companies (Appointment and Qualificationof Directors) Fifth Amendments Rules 2020 Independent Directors were given certainrelaxations namely:

The time limit to qualify online proficiency self-assessment test has been increase to"within 2 years" time post registration with data bank maintained by the IndianInstitute of Corporate Affairs.

Exemption to pass and qualify online proficiency self-assessment was given toindividuals who has served for a total period of not less than three years as on the dateof inclusion of the name in the data bank as director or key managerial personnel as onthe date of inclusion of his name in the databank in one or more of the followingnamely: -

(a) listed public company; or

(b) unlisted public company having a paid-up share capital of rupees ten crore or more;or

(c) body corporate listed on any recognized stock exchange or in a country which is amember State of the Financial Action Task Force on Money Laundering and the regulator ofthe securities market in such member State is a member of the International Organizationof Securities Commissions; or

(d) bodies corporate incorporated outside India having a paid-up share capital of US$ 2million or more; or

(e) statutory corporations set up under an Act of Parliament or any State Legislaturecarrying on commercial activities.

Considering the exemptions given in the MCA Circular dated December 18 2020 SheelaKamdar is exempt to appear and qualify online proficiency self-assessment test since sheis acting as Independent Director in the Company since 2014 i.e. she was on the Board ofthe Company and served as Director of the Company for more than 3 years as on the date ofinclusion of her name in the Data Bank.

Further Mr. Sanket Mehta and Mr. Saurabh Shah were appointed on the Board of theCompany in the year 2017 & 2019 as a result the are not exempted from appearing andqualifying online proficiency self-assessment test within 2 years from the date ofinclusion of their name in the data bank and they are yet to appear for the onlineproficiency test before February 2022 to continue as Directors of the Company.

BOARD EVALUATION:

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.

BOARD COMMITTEES:

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 at www.corallab.comunder 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 andcomplexities of its operations. The internal and operational audit is entrusted to M/s.Pinkesh Jain Chartered Accountant Internal Auditor for the Financial Year 2020-21. Themain thrust of internal audit is to test and review controls appraisal of risks andbusiness processes besides benchmarking controls with best practices 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.

RISK MANAGEMENT:

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 [IV]" to this Report.

AUDITORS AND AUDITORS’ REPORT:

(i) Statutory Auditors:

As the members are aware M. A. Parekh & Associates Chartered Accountants (havingFirm Registration No: 121973W) were appointed as Statutory Auditors of the Company by theshareholders at the 38th Annual General Meeting held on September 17 2020 till theconclusion of the next Annual General Meeting of the Company.

However in terms of Section 139 of the Companies Act 2013 (the "Act") readwith the Companies (Audit and Auditors) Rules 2014 a listed company shall not appoint orre-appoint an audit firm as auditor for more than two terms of five consecutive years andthat the period for which the audit firm has held office as auditor prior to thecommencement of the Act shall be taken into account for calculating the period of tenconsecutive years. However the said Section further provides a transition period of threeyears from the date of commencement of the Act i.e. 1st April 2014 to comply with theaforesaid requirements.

Further the Companies (Audit and Auditors) Rules 2014 contains manner and procedureof selection and appointment of auditors which inter alia provides that the AuditCommittee shall consider that whether the qualification and experience of the firm arecommensurate with the size and requirements of the Company. While considering theappointment the Audit Committee shall also have regard to any order or pending proceedingrelating to professional matters of conduct against the proposed auditors.

The Board of Directors at their meeting held on May 27 2021 appointed M/s. M. A.Parekh & Associates Chartered Accountants (having Firm Registration No: 121973W) asStatutory Auditor of the Company for a period of four consecutive years i.e. from theconclusion of 39th Annual General Meeting till the conclusion of 42nd Annual GeneralMeeting of the Company to examine and audit the Accounts of the Company for the financialyear commencing from April 1 2021 on such remuneration as shall be fixed by the Board ofDirectors of the Company.

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 from the conclusion of 39th Annual General Meeting till the conclusion of 42ndAnnual General Meeting of the Company.

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 2020-21 does not contain anyqualification reservation or adverse remark. The Auditor’s Report is annexed alongwith financials of the Company.

(ii) Secretarial Auditor:

As the members are aware pursuant to the provisions of Section 204 of the CompaniesAct 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 your Company had appointed M/s Uma Lodha & Co. Practicing CompanySecretaries to conduct the Secretarial Audit of your Company for the financial year2020-21. However M/s Uma Lodha & Co. Practicing Company Secretaries has shown herunwillingness to continue as Secretarial Auditors of the Company for Financial Year2020-2021.

Further pursuant to the provisions of Section 204(1) of the Companies Act 2013 andRule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company is required to appoint Secretarial Auditor who shall be a CompanySecretary in practice to conduct Secretarial Audit of the Company.

Since M/s Uma Lodha & Co. Practicing Company Secretaries has shown herunwillingness to conduct the Secretarial Audit of your Company for the financial year2020-21 the Board of Directors at their meeting held on May 27 2021 appointed M/s SARK& Associates Company Secretaries Mumbai as Secretarial Auditor for FY 2020-21 and FY2021-22.

The Secretarial Audit Report is annexed herewith as "Annexure [V]" tothis Report.

Based on the consent received from M/s SARK & Associates Company Secretaries theboard has appointed the abovementioned firm as the secretarial auditor of the company forF.Y. 2020-21 and F.Y. 2021-22.

COMMENTS OF THE BOARD FOR REMARKS

The Secretarial Audit Report and/or Secretarial Compliance Report does not contain anyqualification reservation or adverse remark.

(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 2021-2022 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.

SECRETARIAL STANDARDS

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 ofDirectors’ and ‘General Meetings’ respectively as specified by theInstitute of Company Secretaries 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 before6thNovember 2021. 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)
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
17th September 2020 2019-2020 No dividend was declared during the year

During the Financial Year 2020-2021 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 (in Rs.) No. of shares transferred
For the year 2012-2013 Rs. 180706.50 46205 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 March 31 2021 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 practicesbeing 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 saleof Company 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 employeespermanent temporary or contractual are covered under the above policy. The said policyhas been uploaded on the internal portal of the Company for information of all employees.An Internal Complaint Committee (ICC) has been set up in compliance with the said Act.

During the financial year 2020-21 the company has not received any complaints onsexual harassment and hence no complaints remain pending as of March 31 2021.

ACKNOWLEDGMENT:

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: 13/08/2021

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