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Novateor Research Laboratories Ltd.

BSE: 542771 Sector: Consumer
NSE: N.A. ISIN Code: INE08JY01013
BSE 00:00 | 04 Jul 11.95 0






NSE 05:30 | 01 Jan Novateor Research Laboratories Ltd
OPEN 11.95
52-Week high 17.07
52-Week low 5.70
P/E 23.90
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.95
CLOSE 11.95
52-Week high 17.07
52-Week low 5.70
P/E 23.90
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Novateor Research Laboratories Ltd. (NOVATEORRESEAR) - Director Report

Company director report

Dear Shareholders

The Board of Directors hereby submits the report of the business and operations of yourCompany ("the Company") along with the Standalone Audited Financial Statementsfor the Financial Year ended on 31st March 2021.


The Company's financial performance for the year ended on 31stMarch 2021 issummarized below:

(In Rs.)


PARTICULARS 31.03.2021 31.03.2020
I. Net Sales/Income from Operations 1877518 3947179
II. Other Income 4440223 2683412
III. Total Revenue (I+II) 6317741 6630590
IV. Earnings Before Interest Taxes Depreciation and Amortization Expense 1144290 1306554
V. Finance Cost 17457 83892
VI. Depreciation and Amortization Expense 961335 956882
VII. Profit Before Tax (IV-V-VI) 165498 265781
VIII. Tax Expense:
Less: Current Tax Expense 0.00 45500
Less: Deferred Tax 47481 299185
Profit After Tax (VII-VIII) 118017 (78904)



The Total Income from Operations (net) of the Company for the year under review is6317741 as compared to 6630590 in the previous year. Profit after tax stood at118017 as compared to Loss after tax of 78904 in the previous year.


For the Financial Year 2020-21 based on the Company's performance the Board ofDirectors have not recommended any dividend.


The Company has not transferred any amount in Reserve and Surplus.


The Company is leading the development of novel personal care products that areintended to provide safe easy and innovative approach to the existing traditionalpersonal care solutions. At Novateor Research Facility we develop products that couldprovide significant clinical as well as commercial advantage. The manufacturing facilitylocated at Sanand Taluka Ahmedabad District is well equipped with the state of the artbuilding structure machineries and technology. Through the semi-Automation of ourmanufacturing processes are able to reduce reliance on manual labors and raw materialswastage. Company's current Teeth Whitening products are sold under brand name . Itmanufactures three different variants of Teeth Whitening Strips Teeth WhiteningToothpaste and brush Kids Toothpaste and tongue cleaner. Our products are first of a kindin India in teeth whitening industry with FDCA approval. Our Company intends to expand itsbusiness in cosmetics various health care pharma products and specialty pharma in thenear future for which the company will shift its manufacturing operations to the newpremises located at GIDC Sanand. Company's Customer base consists of well trained highlyskilled and experienced Dentists as well as Cosmetic Parlors. Dentists and other end usershave found our products to be innovative user friendly safe pocket friendly and veryeffective results vis--vis traditional teeth whitening products.


During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.


The registered office of the company is situated at B-100110th FloorTitanium City Center Nr Sachin Tower Anandnagar Rd 100 Ft Rd Satellite Ahmedabad-380015 Gujarat India.


During the year under review the authorized and paid-up share capital of the Companyare as follows:


The Authorised Capital of the Company is 48800000 (Rupees Four Crore Eighty EightLakhs Only) divided into 4880000 (Forty Eight Lakhs Eighty thousand ) Equity Shares of10/- (Rupees Ten Only) each.


The issued subscribed and paid-up capital of the Company is 48341700/- (Rupees FourCrore Eighty Three Lakhs Forty One Thousand Seven Hundred Only) divided into 4834170(Forty Eight Lakhs Thirty Four Thousand One Hundred and Seventy) Equity Shares of 10/-(Rupees Ten Only) each.


Constitution of Board:

As on the date of this report the Board comprises of following Directors;

No. of Committee1

Name of Director Designation Date of Original Appointment Date of Appointment at current Term & designation Total Director ship in which Director is Member in which Director is Chairperson No. of Shares held as on 31stMarch 2021
Mr. Navdeep Subhashbhai Mehta Managing Director 1st April 2011 12th April 2019 1 2 - 1428858 Equity Shares
Mrs. Tejal Navdeep Mehta Whole Time Director & Woman Director 1st April 2011 12th April 2019 1 - - 540378 Equity Shares
Mr. Anand Rajendra Shah Non-Executive Independent Director 1st May 2019 12th September 2019 3 2 1 Nil
Mr. Chintan Pankaj Shah Non-Executive Independent Director 15th July 2019 12th September 2019 1 2 1 Nil
Mr. SindhavVipulbhai Additional Non- Executive Independent Director 24th October 2019 29th September 2020 1 - - Nil


1 Committee includes Audit Committee and Stakeholder's Relationship Committeeacross all Public Companies.


2 Excluding LLPs Section 8 Company & Struck Off Companies.

The composition of Board complies with the requirements of the Companies Act 2013("Act"). Further in pursuance of Regulation 15(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") theCompany is exempted from the requirement of having composition of Board as per Regulation17 of Listing Regulations. None of the Directors of Board is a member of more than tenCommittees or Chairman of more than five committees across all the Public companies inwhich they are Director. The necessary disclosures regarding Committee positions have beenmade by all the Directors. None of the Director of the Company is serving as a Whole-TimeDirector / Managing Director in any Listed Company and is holding position of IndependentDirector in more than 3 Listed Company. Neither any of the Director of the Company isholding position as Director in more than 7 listed entities nor any of the Director of theCompany serve as an Independent Director in more than 7 listed entities.


The Directors on the Board have submitted notice of interest under Section 184(1) Form MBP 1 intimation under Section 164(2) i.e. in Form DIR 8 and declaration as tocompliance with the Code of Conduct of the Company.


Regular meetings of the Board are held at least once in a quarter. Additional Boardmeetings are convened as and when require to discuss and decide on various businesspolicies strategies and other businesses. The Board meetings are generally held at theregistered office of the Company. During the year under review Board of Directors of theCompany met 7 times on 25th May2020; 24th July2020; 31st July2020;22nd August 2020; 31st August 2020; 12th November2020;16th January 2021. The meetings of the Board of the Companies within theintervals provided in section 173 of the Companies Act 2013 (120 days) were compiledbetween two Board Meetings. The details of attendance of each Director at the BoardMeetings and Annual General Meeting are given below:

Name of Director Mr. Navdeep Subhashbhai Mehta Mrs. Tejal Navdeep Mehta Mr. Anand Rajendra Shah Mr. Chintan Pankaj Shah Mr. Sindhav Vipulbhai
Number of Board Meeting held 7 7 7 7 7
Number of Board Meetings Eligible to attend 7 7 7 7 7
Number of Board Meeting attended 7 7 7 7 7
Presence at the previous AGM of F.Y. 2019-2020 Yes Yes Yes Yes Yes


During the year under review the following General Meetings were held the details ofwhich are given as under:

Sr. No. Type of General Meeting Date of General Meeting
1. Annual General Meeting 29th September 2020


The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149 (6) of the Act. A separate meeting of Independent Directors washeld on 30th March 2021 to review the performance of Non-Independent Directorsand Board as whole and performance of Chairperson of the Company including assessment ofquality quantity and timeliness of flow of information between Company management andBoard. The terms and conditions of appointment of Independent Directors and Code forIndependent Director are incorporated on the website of the Company at


In the 9th Annual General Meeting for the F.Y. 2019-20 held on 29thSeptember 2020; the Members have up on recommendation by the Board of Directors andpursuant to notice received under Section 160 of the Companies Act 2013 appointed Mr.Sindhav Vipulbhai as Non-Executive Independent Director of the Company for a period offive years upto Annual General Meeting of the Company to be held in the calendar year2024. In accordance with the provisions of the Articles of Association and Section 152 ofthe Companies Act 2013 Mr. Navdeep Mehta Managing Director of the Company retires byrotation at the ensuing annual general meeting. He being eligible has offered himselffor re-appointment as such and seeks re-appointment. The Nomination and RemunerationCommittee and Board of Directors recommends his re-appointment on the Board. The relevantdetails as required under Regulation 36 (3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations") of the personseeking appointment / re-appointment as Director is annexed to the Notice convening the 10thannual general meeting.


In terms of Section 203 of the Companies Act 2013 Mr. Navdeep Subhashbhai Mehta isManaging Director as well as Chief Financial Officer as Key Managerial Personnel of theCompany. Moreover Ms. Poonam Pravinbhai Panchal is a Company Secretary & ComplianceOfficer of the Company.


The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act. Theperformance of the board was evaluated by the board after seeking inputs from all thedirectors 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. In addition the performance of chairman was alsoevaluated on the key aspects of his role. The Board and the Nomination and RemunerationCommittee reviewed the performance of the individual Directors on the basis of thecriteria such as the contribution of the individual Director to the Board and CommitteeMeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc.


Pursuant to section 134(5) of the Companies Act 2013; the Board of Directors to thebest of their knowledge and ability confirm that:

a) In preparation of Annual Accounts for the year ended 31st March 2021;the applicable accounting standards have been followed and that no material departureshave been made from the same;

b) The Directors have selected such accounting policies and applied them consistentlyand have made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the Financial Year andof the profit or loss of the Company for that year;

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The Directors have prepared the Annual Accounts for the year ended 31st March2021 on going concern basis;

e) The Directors have laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.


The Board of Directors in line with the requirement of the Companies Act 2013 hasformed various committees details of which are given hereunder:


During the year under review the Audit Committee met 6 (Six) times during theFinancial Year 2020-21 on 24thJuly2020; 31st July2020; 22ndAugust 2020; 31st August 2020; 12th November2020;16thJanuary 2021. The composition of the Committee during the year and the details ofmeetings attended by its members are given below:

Number of meetings during the Financial Year 2020-21
Name of the Directors Category Designation Held Eligible to attend Attended
Mr. Chintan Pankaj Shah Non-Executive Independent Director Chairperson 6 6 6
Mr. Anand Rajendra Shah Non-Executive Independent Director Member 6 6 6
Mr. Navdeep Subhashbhai Mehta Managing Director & CFO Member 6 6 6

The Statutory Auditors and Chief Financial Officer of the Company are invited in themeeting of the Committee wherever requires. Further the Company Secretary of the Companyis acting as Secretary to the Audit Committee. Recommendations of Audit Committeewherever/whenever given have been accepted by the Board.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safeguards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company at


The Stakeholder's Relationship Committee mainly to focus on the redressal ofShareholders' / Investors' Grievances if any like Transfer / Transmission / Demat ofShares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.The Stakeholders Relationship Committee shall report to the Board on a quarterly basisregarding the status of redressal of complaints received from the shareholders of theCompany. The detailed terms of reference of the Committee is as per Section 178 of theCompanies Act 2013. During the year under review Stakeholder's Relationship Committeemet 4 (Four) times viz on 24thJuly2020; 31st August 2020; 12thNovember2020;16th January 2021.The composition of the Committee and thedetails of meetings attended by its members are given below:

Number of meetings during the Financial Year 2020-21

Name of the Directors Category Designation Held Eligible to attend Attended
Mr. Anand Rajendra Shah Non-Executive Independent Director Chairperson 4 4 4
Mr. Chintan Pankaj Shah Non-Executive Independent Director Member 4 4 4
Mr. Navdeep Subhashbhai Mehta Managing Director & CFO Member 4 4 4

During the year under review the Company had not received any complaint from theShareholder during F.Y. 2020-21.


The Nomination and Remuneration committee in line with the provisions of Section 178 ofthe Companies Act 2013. The detailed terms of reference of the Committee is as per Section178 of the Companies Act 2013. During the year under review; Nomination and RemunerationCommittee met 4 (Four) times viz on 24thJuly2020; 22nd August2020; 31st August 2020; 12th November2020. The composition of theCommittee and the details of meetings attended by its members are given below:

Number of meetings during the Financial Year 2020-21

Name of the Directors Category Designation Held Eligible to attend Attended
Mr. Anand Rajendra Shah Non-Executive Independent Director Chairperson 4 4 4
Mr. Chintan Pankaj Shah Non-Executive Independent Director Member 4 4 4
Mr. Vipulbhai SIndhav Non-Executive Independent Director Member 4 4 4


Nomination and Remuneration Policy in the Company is designed to create ahigh-performance culture. It enables the Company to attract motivated and retainedmanpower in competitive market and to harmonize the aspirations of human resourcesconsistent with the goals of the Company. The Company pays remuneration by way of salarybenefits perquisites and allowances to its Executive Directors and Key ManagerialPersonnel. The Nomination and Remuneration Policy as adopted by the Board of Directorsis placed on the website of the Company at and is annexed to this Reportas Annexure – A.


The details of remuneration paid during the Financial Year 2020-21 to Directors of theCompany is provided in Financial Statement.


The company has not accepted any deposits from the public. Hence the directives issuedby the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act2013 or any other relevant provisions of the Act and the Rules there under are notapplicable.


Details of Loans Guarantees Investments and Security covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statement.


Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 the Annual Return(Form MGT-7) for the financial year ended March 31 2021 is available on the Company'swebsite and can be accessed at


Your Company does not have any subsidiary company during the year; hence consolidationof financial data of the subsidiary company is also not applicable to the Company for thefinancial year 2020-21.


During the year under review the Company does not have any Associate or Joint Venture.


During the financial year 2020-21 there was no materially significant related partytransaction undertaken by the Company under Section 188 of the Companies Act 2013 readwith rules framed there under and Regulation 23 of SEBI (LODR) Regulations 2015 that mayhave potential conflict with the interest of the Company. Disclosure on related partytransactions is set out in financial statements.


The ratio of the remuneration of each director to the median of employees' remunerationas per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed to thisReport as Annexure – B.

The statement containing names of top 10 employees in terms of remuneration drawn andthe particulars of employees as required under Section 197(12) of the Act read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided in a separate annexure forming part of this report. Further thereport and the accounts are being sent to the Members excluding the aforesaid annexure. Interms of Section 136 of the Act the said annexure is open for inspection at theRegistered Office of the Company.


There are no material changes and commitments affecting the financial position of theCompany have occurred between the ends of Financial Year of the Company i.e. 31st March2021to the date of this Report other than as stated above.


There are no significant and material orders passed by the regulators or courts ortribunals which impact the going concern status and the Company's operations in future.


To foster a positive workplace environment free from harassment of any nature we haveframed Prevention of Sexual Harassment Policy through which we address complaints ofsexual harassment at all workplaces of the Company. Our policy assures discretion andguarantees non-retaliation to complainants. We follow a gender-neutral approach inhandling complaints of sexual harassment and we are compliant with the law of the landwhere we operate. During the year under review there were no incidences of sexualharassment reported.


The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of TheCompanies (Accounts) Rules 2014 as amended from time to time is annexed to this Report as Annexure-C.


The Company is in compliance with the Secretarial Standard on Meetings of the Board ofDirectors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretariesof India and approved by the Central Government.


A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence and impactif triggered. A detailed exercise is being carried out to identify evaluate monitor andmanage both business and non-business risks.


The Company has adequate and efficient internal and external control system whichprovides protection to all its assets against loss from unauthorized use and ensurescorrect reporting of transactions. The internal control systems are further supplementedby internal audits carried out by the respective Internal Auditors of the Company andPeriodical review by the management. The Company has put in place proper controls whichare reviewed at regular intervals to ensure that transactions are properly authorisedcorrectly reported and assets are safeguarded.


Integrity and transparency are key factors to our corporate governance practices toensure that we achieve and will retain the trust of our stakeholders at all times.Corporate governance is about maximizing shareholder value legally ethically andsustainably. Our Board exercises its fiduciary responsibilities in the widest sense of theterm. Our disclosures seek to attain the best practices in international corporategovernance. We also endeavor to enhance long-term shareholder value and respect minorityrights in all our business decisions. As our company has been listed on SME Platform ofBombay Stock Exchange Limited (BSE) by virtue of Regulation 15 of the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 the compliance with thecorporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i)of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicableto the company. Hence Corporate Governance Report does not form a part of this BoardReport though we are committed for the best corporate governance practices.


The Company in its Board Meeting held on 21st June 2021 appointed M/S V JMaru and Associates (Firm Registration No. 0134788W) Chartered Accountants as StatutoryAuditor of the company to fill the causal vacancy of resignation of M/S PurushottamKhandelwal & CO. (Firm Registration No. 123825W) Chartered Accountants Ahmedabad.The appointed Statutory Auditor has hold office from the board meeting held on 21stJune 2021to 10thAnnual General Meeting subject to Re-appointment from theconclusion of 10th(Tenth) Annual General Meeting of the Company till theconclusion of the 11th (Eleventh) Annual General Meeting of the company.However his terms of appointment and remuneration shall be ratified by the members of theCompany in this AGM. The Notes to the Standalone Financial Statements referred in theAuditors Report are self-explanatory and therefore do not call for any comments underSection 134 of the Companies Act 2013. The Auditors' Report does not contain anyqualification reservation or adverse remark. The Auditors' Report is enclosed with thefinancial statements in this Annual Report.


In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a review of the performance of the Company for the yearunder review Management Discussion and Analysis Report is presented in a separate sectionwhich is annexed to this Report as Annexure - D.


The Company has appointed M/s. N. C. Vasa & Co. (FRN: 125841W) CharteredAccountants Ahmedabad to conduct the secretarial audit of the Company for the FinancialYear 2020-21 as required under Section 138 of the Companies Act 2013 and Rulesthereunder. Board of Directors taken note of recommendation of him and implement the same.


The Company has appointed Mr. Mehul Raval Practicing Company Secretaries to conductthe secretarial audit of the Company for the Financial Year 2020-21 as required underSection 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Reportfor the Financial Year 2020-21 is annexed to this report as an Annexure – E.


The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.


As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the Company has maintained a functional website namely"" containing basic information about the Company. The websiteof the Company is containing information like Policies Shareholding Pattern Financialand information of the designated officials of the Company who are responsible forassisting and handling investor grievances for the benefit of all stakeholders of theCompany etc.


Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014and other applicable provisions of theact and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review:

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend voting orotherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.


Your Directors acknowledge the dedicated service of the employees of the Company duringthe year. They would also like to place on record their appreciation for the continuedco-operation and support received by the Company during the year from bankers businesspartners and other stakeholders.

For and on behalf of Board of Directors
Novateor Research Laboratories Limited
Date:3rd September 2021
Place: Ahmedabad
Navdeep Subhashbhai Mehta Tejal Navdeep Mehta
Managing Director & CFO Whole Time Director
DIN: 03441623 DIN: 03441577