To
The Members of Coral Laboratories Limited
Dear Member(s),
Your Directors have pleasure in presenting their Forty-Third (43rd)
Annual Report and the Audited Financial Statements for the year ended March 31, 2025.
FINANCIAL SUMMARY AND HIGHLIGHTS:
Standalone financial highlights of the company based on Indian
Accounting Standards (Ind AS) for FY 2024-2025 (i.e., from 1 April 2024 to 31 March 2025)
compared to the previous financial year is as under:
(` in Lacs)
Particulars |
2024-2025 |
2023-2024 |
| Income |
12411.39 |
9029.28 |
| Expenditure |
9087.41 |
6939.74 |
Earnings before Tax |
3323.98 |
2089.54 |
| Provision for Tax |
833.00 |
490.92 |
| Provision for Deferred Tax |
-1.54 |
3.38 |
| Less: Income Tax Adjustments of earlier years |
76.96 |
16.35 |
Earnings after Tax |
2415.56 |
1578.90 |
| Other Comprehensive Income (net of tax) |
26.80 |
690.95 |
Total Comprehensive Income |
2442.37 |
2269.85 |
| Add: IND-AS Adjustment |
- |
- |
| Add: Balance Brought forward |
16971.89 |
14702.04 |
| Less: Dividend Paid (including Dividend
Distribution tax) |
(71.45) |
- |
| Deferred tax liability |
- |
- |
| Balance carried forward to Balance Sheet |
19,342.81 |
16971.89 |
PERFORMANCE:
Our Company continues to operate only in one segment i.e.,
pharmaceuticals and there is no change in the nature of business of the Company. During
the year under review, the company posted Revenue of Rs. 12411.39 lacs as compared to
previous year Rs. 9029.28 lacs. The earnings after tax stood at Rs. 2415.56 lacs as
compared to Rs. 1578.90 lacs during the previous 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 a cordial
relationship with workers and employees at all levels.
CHANGE IN NATURE OF BUSINESS, IF ANY:
The Company operated in a single segment i.e., Pharmaceuticals. During
the year, there was no change in the nature of business of the Company.
DIVIDEND:
The Directors of the Company have recommended The Final Dividend at the
rate of Rs. 1.5/- per equity share (i.e 15%) of Rs. 10/- each, fully paid-up, for the
financial Year ended March 31, 2025, subject to the approval of the Shareholders of the
Company at the ensuing Annual General Meeting (AGM).
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of
the company have occurred between the end of the financial year of the company to which
the financial statement 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
Associate Companies.
EXTRACT OF ANNUAL RETURN:
In accordance with the Companies Act, 2013, the annual return in the
prescribed format is 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 in the ordinary course of the business. There are no materially
significant related party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict with the interest
of the company at large. Thus, we can conclude there was no materially significant Related
Party Transaction made by the company during the year under review, except transactions
which happen in ordinary course of business.
Transactions with related parties entered by the Company in the normal
course of business are periodically placed before the Audit Committee for its omnibus
approval and the 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 and its Related Parties, in compliance with the applicable provisions of the
Companies Act 2013, the Rules there under and the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 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 Companies Act, 2013, along with the purpose for which such loan or guarantee was
proposed to be utilized by the recipient, form part of the notes to the financial
statements provided in this annual report.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant/material orders passed by the Regulators or
Courts or Tribunals 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. 10,00,00,000/- and
the Paid-up Equity Share Capital as on March 31, 2025, is at Rs. 3,57,26,000/-. During the
year under review, the Company has not altered its Share Capital nor issued shares or
convertible securities or shares with differential voting rights nor has granted any stock
options or sweat equity or warrants.
PUBLIC DEPOSIT:
Your Company has neither accepted nor renewed any deposits covered
under Chapter V of the Companies Act, 2013 and other applicable provisions, if any, and
the necessary rules made there under during the year ended March 31, 2025.
DEMATERIALIZATION:
The Equity shares of the Company can be held in dematerialized form.
The Company has signed the tripartite agreement with National Securities Depository
Limited and Central Depository Services (India) Limited and MUFG Intime India Pvt. Ltd.
(Formerly known as Link Intime India Pvt Ltd), 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 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November
30, 2018, requests for effecting transfer of securities (except in case of transmission or
transposition of securities) shall not be processed from April 1, 2019, unless the
securities are held in the dematerialized form with the depositories. Therefore,
shareholders are requested to take action to dematerialize the Equity Shares of the
Company to eliminate all the risks associated with physical shares, promptly.
The International Securities Identification Number allotted to the
Company is INE683E01017. The equity shares of the Company are listed at BSE Limited (BSE).
LISTING WITH STOCK EXCHANGES:
The Equity Shares of the Company continue to be listed at BSE Limited.
The scrip code number of the Equity shares of the Company on BSE is 524506. The Company
confirms that it has paid up to date listing fees to BSE Limited.
Your Company has also been enlisted in the 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 34(2)(e) read with Schedule V Part B of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 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, read with 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 social responsibility, the Company continues to undertake a range of activities
for the welfare of the society. 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.
24,08,284/- (2% of the average net profits of last three financial years) towards
Corporate Social Responsibility (CSR) activities. In compliance with Section 135 of the
Act, the Company has undertaken CSR activities, projects, programs, excluding activities
undertaken in pursuance of its normal course of business.
During the year under review the Company has spent Rs. 24,08,284/- of
the average qualifying net profits of last three financial years) on CSR activities on
projects qualifying as per Section 135 of the Act, duly approved by the CSR Committee of
the Board.
The salient features of the CSR Policy and details of activities as
required under Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided
in Annexure [III] of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR
Committee, please refer to the Corporate Governance Report, which is a part of this
report. The CSR policy is available on website of the Company: www.corallab.com
CORPORATE GOVERNANCE:
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance, as prescribed under the Listing Regulations. A
detailed report on the Corporate Governance systems and practices of the company has been
enclosed as a part of this Annual Report.
The Certificate from the M/s. SARK & Associates LLP, Company
Secretaries (Erstwhile SARK & Associates, Company Secretaries) confirming the
compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is also included as a part of
this report.
NUMBER OF MEETING OF THE BOARD OF DIRECTORS:
Your Board of Directors has duly met 9 (Nine) times during the
financial year 2024-2025 i.e., on April 04, 2024, April 24, 2024, May 23, 2024, July 13,
2024, August 09, 2024, August 14, 2024, September 24, 2024, November 14, 2024 and February
13, 2025 respectively in respect of which proper notices were given and the proceedings
were properly recorded and signed in the Minute Book maintained for the purpose. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013. Further details can be seen in the Corporate Governance Report Included in the
Annual Report.
NUMBER OF MEETINGS OF AUDIT COMMITTEE:
Audit Committee has duly met 6 (Six) times during the financial year
2024-2025 i.e., on April 04, 2024, May 23, 2024, August 14, 2024, September 24, 2024,
November 14, 2024 and February 13, 2025 respectively in respect of which proper notices
were given and the proceedings were properly recorded and signed in the Minute Book
maintained for the purpose. Further details can be seen in the Corporate Governance Report
Included in the Annual Report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
(i) Changes in Directors and Key Managerial Personnel (KMP):
During the year, there were no major changes in Key Managerial
Personnel (KMP) in the Financial Year 2024-2025:
Mr. Rajendrasinh Rana (DIN: 09306136), retires by rotation at this
Annual General Meeting and being eligible, seeks reappointment.
Mr. Girish M Dhameja (DIN: 07798455), retires by rotation at this
Annual General Meeting and being eligible, seeks reappointment.
Mrs. Ruchi Pipara was appointed as Company Secretary & Compliance
Officer of the Company with effect from April 24, 2024.
Mrs. Ruchi Pipara resigned from the post of Company Secretary &
Compliance Officer of the Company with effect from July 13, 2024.
Mrs. Dhwani Desai was appointed as Company Secretary & Compliance
Officer of the Company with effect from July 15, 2024.
At the Board Meeting dated August 09, 2024, Ms. Pooja Hindia (DIN:
09840237) was appointed as an Additional Independent Director of the Company for a first
term of five consecutive years with effect from August 09, 2024 and Approval of the
shareholders at the 42nd Annual General Meeting held on September 27, 2024.
Cessation of Mrs. Sheela Kamdar due to Completion of second term of 5
(five) years of Mrs. Sheela Kamdar (DIN: 06948522) as an Independent Director, expires on
August 11, 2024 and accordingly she ceased to be Independent Director on the Board of the
Directors, from the closure of business hours on August 11, 2024
(ii) Constitution of Board of Directors as on March 31, 2025, is as
follows:
Sr. No. |
Name of Director |
Category |
| 1 |
Mr. Girish M Dhameja |
Whole Time Director |
| 2 |
Mrs. Sushma Kadkade |
Non-Executive Director & CFO |
| 3 |
Mr. Malay Doshi |
Non-Executive Independent Director |
| 4 |
Mr. Saurabh Shah |
Non-Executive Independent Director |
| 5 |
Mr. Rajendrasinh Rana |
Non-Executive Director |
| 6 |
Ms. Pooja Hindia |
Non-Executive Independent Director |
*Terms of Mrs. Sheela Kamdar expired on August 11, 2024 and Ms. Pooja
Hindia was appointed as an additional Independent Director on August 09, 2024, approval of
the shareholders at the 42nd Annual General Meeting held on September 27, 2024.
(iii) KEY MANAGERIAL PERSONNEL (KMP):
The following are the Key Managerial Personnel of the Company as on
March 31, 2025:
1. Mr. Girish M Dhameja Whole Time Director
2. Mrs. Sushma Kadkade Chief Financial Officer (CFO)
3. Mrs. Dhwani Desai - Company Secretary & Compliance Officer.
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
has received declarations from all the Independent Directors confirming that they meet the
criteria of independence as prescribed under the Section 149 of Companies Act, 2013 and
Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
As per MCA Circular dated October 22, 2019 - Companies fifth Amendment
in rules Companies (Appointment and Qualification of Directors) Rules, 2014, the names of
the Independent Directors Mr. Saurabh Shah, Mr. Malay Doshi and Ms. Pooja Hindia, are
registered with the databank maintained by the Indian Institute of Corporate Affairs and
qualify online proficiency self- assessment test within 1 year time post registration.
As per MCA Circular dated December 18, 2020- Companies (Appointment and
Qualification of Directors) Fifth Amendments Rules, 2020, Independent Directors were given
certain relaxations 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 Indian Institute of Corporate Affairs. Further extension of 1 year was
provided in subsequent circular.
Exemption to pass and qualify online proficiency self-assessment was
given to individuals who has served for a total period of not less than three years as on
the date of inclusion of the name in the data bank as director or key managerial
personnel, as on the date of inclusion of his name in the databank, in one or more of the
following, namely: - (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 a member State of the Financial Action
Task Force on Money Laundering and the regulator of the securities market in such member
State is a member of the International Organization of Securities Commissions; or (d)
bodies corporate incorporated outside India having a paid-up share capital of US$ 2
million or more; or (e) statutory corporations set up under an Act of Parliament or any
State Legislature carrying on commercial activities.
Further, Mr. Saurabh Shah and Mr. Malay Doshi were appointed on the
Board of the Company in the year 2019 and 2021 as a result they are not exempted from
appearing and qualifying online proficiency self-assessment test. Both the Directors
appeared for online proficiency self-assessment test and have successfully cleared the
exam conducted by Indian Institute of Corporate Affairs (IICA) within specified timeline
and are eligible to continue as Independent Director of the Company.
Mrs. Pooja Hindia was appointed as an additional independent director
of the Company for the first term of five consecutive years with effect from August 09,
2024.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and as per SEBI
Regulations, evaluation of all Board members is performed on annual basis. The evaluations
of all the directors, Committees, Chairman of Board and Board as a whole was conducted
based on criteria and framework adopted by the Board.
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of the criteria such as the Board composition
and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after
seeking inputs from the committee members on the basis of the criteria such as the
composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee
(NRC) reviewed the performance of the individual Directors based on the
criteria such as the contribution of the individual Director to the Board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings etc.
In a separate meeting of independent Directors, performance of
Non-Independent Directors, performance of the board as a whole and performance of the
Chairperson was evaluated, taking into account the views of Executive Directors and Non-
Executive Directors. The same was discussed in the board meeting that followed the meeting
of the independent Directors, at which the performance of the Board, its committees and
individual Directors was also discussed.
The committees are evaluated on certain parameters such as effective
discharge of their roles, responsibilities and advice given to the board for discharging
its fiduciary responsibilities, including adequate and periodical updates to the board on
the committees' functioning.
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The Company affirms that it has duly complied with all provisions of
the Maternity Benefits Act, 1961, and has extended all statutory benefits to eligible
women employees during the year.
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 in their composition, number of meetings and attendance at the meetings
are provided in the Corporate Governance Report.
NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY:
The Board of Directors has adopted NRC policy which lays down a
framework in relation to remuneration of Directors, Key Managerial Personnel and Senior
Management of the Company.
The Policy broadly lays down the guiding principles, philosophy and the
basis for payment of remuneration to Executive and Non-executive Directors (by way of
sitting fees and commission), Key Managerial Personnel, Senior Management and other
employees. The policy also provides the criteria for determining qualifications, positive
attributes and Independence of Director and criteria for appointment of Key Managerial
Personnel /Senior Management and performance evaluation which are considered by the
Nomination and Remuneration Committee and the Board of Directors while making selection of
the candidates. The above policy has been posted on the website of the Company at
www.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 are constantly assessed and strengthened with new/revised standard operating
procedures. The Company's internal control system is commensurate with its size,
scale and complexities of its operations. The internal and operational audit is entrusted
to M/s. S. K. Doshi & Associates, Chartered Accountant, Internal Auditor for the
Financial Year 2024-2025. The main thrust of internal audit is to test and review
controls, appraisal of risks and business processes, besides benchmarking controls with
best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the
adequacy and effectiveness of the internal control systems and suggests improvements to
strengthen them. The Company has a robust Management Information System, which is an
integral part of the control mechanism.
The Audit Committee of the Board of Directors, Statutory Auditors and
the Business Heads are periodically apprised of the internal audit findings and corrective
actions taken. To maintain its objectivity and independence, the internal Audit function
reports to the Chairperson of the Audit Committee.
RISK MANAGEMENT:
Pursuant to section 134(3)(n) of the Companies Act, 2013 &
Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company is not required to constitute a risk management committee. Hence it is
not applicable to the Company for the year under review.
At present the company has not identified any element of risk which may
threaten the existence of the company. The Company has adopted Risk Management Policy
which has been posted on the website of the Company: www.corallab.com
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Directors/ employees of your Company is set out in Annexure [IV] to this
Report.
AUDITORS AND AUDITORS' REPORT:
(i) Statutory Auditors:
As the members are aware M/s M. A. Parekh & Associates, Chartered
Accountants (having Firm Registration No: 121973W) were appointed as Statutory Auditors of
the Company by the shareholders at the 39th Annual General Meeting held on September 24,
2021, for a period of 4 years till the conclusion of the 43rd Annual General Meeting of
the Company.
However in terms of Section 139 of the Companies Act, 2013 (the
Act) read with the Companies (Audit and Auditors) Rules, 2014, a listed
company shall not appoint or re-appoint an audit firm as auditor for more than two terms
of five consecutive years and that the period for which the audit firm has held office as
auditor prior to the commencement of the Act shall be taken into account for calculating
the period of ten consecutive years. However, the said Section further provides a
transition period of three years from the date of commencement of the Act i.e., 1st April
2014 to comply with the aforesaid requirements.
Further, the Companies (Audit and Auditors) Rules, 2014 contains manner
and procedure of selection and appointment of auditors, which inter alia provides that the
Audit Committee shall consider that whether the qualification and experience of the firm
are commensurate with the size and requirements of the Company. While considering the
appointment, the Audit Committee shall also have regard to any order or pending
proceedings relating to professional matters of conduct against the proposed auditors.
The Auditors' Report for the Financial Year 2024-2025 does not
contain any qualification, reservation, or adverse remark. The Auditor's Report is
annexed along with financials of the Company.
(ii) Secretarial Auditor:
In terms of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
is required to appoint Secretarial Auditor, who shall be a Company Secretary in practice,
to conduct Secretarial Audit of the Company.
The Board of Directors at their meeting held on May 30, 2025, based on
the consent received from M/s SARK & Associates LLP, Company Secretaries appointed M/s
SARK & Associates LLP, Company Secretaries, as Secretarial Auditor of the Company for
the first term of five years subject to the approval of the members at the ensuing Annual
General Meeting of the Company. M/s SARK & Associates Company Secretaries are now M/s
SARK & Associates LLP, Company Secretaries.
The Secretarial Audit Report is annexed herewith as Annexure
[V] to this Report.
(iii) Cost Auditor:
In accordance with the provisions of Section 148 of the Companies Act,
2013 and the Companies (Cost Records and Audit) Rules, 2014, your Company is required to
maintain Cost Records of the Company. Such accounts and records have been duly
COMMENTS OF THE BOARD FOR REMARKS
The Secretarial Audit Report and/or Secretarial Compliance Report
contain any qualification, reservation, or adverse remark and management's response
to the same is noted as follows:
| Sr. No. |
Compliance |
Details of |
Action Taken |
Fine Amount |
Observations/ |
Management |
Remark |
|
Requirement |
violation |
by & Type of |
|
Remarks of the |
Response |
|
|
|
|
Action |
|
Practicing |
|
|
|
|
|
|
|
Company |
|
|
|
|
|
|
|
Secretary |
|
|
| 1 |
Regulation 33 |
Delay in |
BSE |
Rs. 53,100/- |
During the |
The company |
SOP fine paid |
|
(3)(a): The listed |
submission of |
|
|
submission of |
submitted |
|
|
entity shall |
the financial |
& |
|
the financial |
financial |
|
|
submit quarterly |
results for the |
|
|
results for the |
result |
|
|
and year-to-date |
half year |
SOP fines |
|
half year ended |
excluding |
|
|
standalone |
ended on |
|
|
on September |
Limited |
|
|
financial results |
September |
|
|
30, 2024, on |
Review |
|
|
to the stock |
30, 2024. |
|
|
November 14, |
Report for the |
|
|
exchange within |
|
|
|
2024, the |
said period |
|
|
forty-five days of |
|
|
|
company |
within the |
|
|
end of the each |
|
|
|
inadvertently |
provisions of |
|
|
quarter, other |
|
|
|
omitted to |
the |
|
|
than the last |
|
|
|
attach the |
regulations. |
|
|
quarter. |
|
|
|
Limited Review |
Limited |
|
|
|
|
|
|
Report. |
Review |
|
|
|
|
|
|
|
Report was |
|
|
|
|
|
|
|
submitted |
|
|
|
|
|
|
|
after nine |
|
|
|
|
|
|
|
days of |
|
|
|
|
|
|
|
declaration of |
|
|
|
|
|
|
|
financial |
|
|
|
|
|
|
|
results. |
|
|
|
|
|
|
The company |
There was |
|
| 2 |
Regulation 23(9): |
Delay in |
|
|
|
|
|
|
|
|
BSE |
Rs. 5,900/- |
|
|
SOP fine paid |
|
|
|
|
|
submitted PDF |
technical |
|
|
The listed entity |
submission of |
|
|
|
|
|
|
|
|
|
|
file of the related |
error while |
|
|
shall submit to |
Related Party |
|
|
|
|
|
|
|
|
& |
|
|
|
|
|
|
|
|
|
party |
uploading |
|
|
the stock |
transactions |
|
|
|
|
|
|
|
|
|
|
disclosures for |
XBRL file, |
|
|
exchanges |
for the |
|
|
|
|
|
|
|
|
SOP fines |
|
|
|
|
|
|
|
|
|
the period |
hence the |
|
|
disclosures of |
financial year |
|
|
|
|
|
|
|
|
|
|
ended on March |
company |
|
|
related party |
ended on |
|
|
|
|
|
|
|
|
|
|
31, 2024 within |
could not |
|
|
transactions in |
March 31, |
|
|
|
|
|
|
|
|
|
|
timeline |
upload the |
|
|
the format as |
2024. |
|
|
|
|
|
|
|
|
|
|
prescribed |
said file within |
|
|
specified by the |
|
|
|
|
|
|
|
|
|
|
|
under the |
timeline |
|
|
Board from time |
|
|
|
|
|
|
|
|
|
|
|
regulation. |
prescribed |
|
|
to time, and |
|
|
|
|
|
|
|
|
|
|
|
However, XBRL |
under the |
|
|
publish the same |
|
|
|
|
|
|
|
|
|
|
|
filed was not |
regulation. |
|
|
on its website. |
|
|
|
|
|
|
|
|
|
|
|
submitted within |
|
|
|
|
|
|
|
timeline. |
|
|
maintained by the Company.
On the recommendation of the audit committee, the board had appointed
M/s Aatish Dhatrak & Associates (Membership no.: 30105) Cost & Management
Accountant, a sole proprietor bearing FRN: 101575 as Cost Auditor of the company to
conduct Audit for F.Y. 2025-2026 at a remuneration of Rs. 2,73,000 plus reimbursement of
out-of-pocket expenses at actual and applicable taxes. The provisions also require that
the remuneration of the cost auditors be ratified by the shareholders. Hence, approval of
shareholders is being taken in this Annual General Meeting.
SECRETARIAL STANDARDS
In terms of Section 118(10) of the Companies Act, 2013, the company
complies with Secretarial Standards 1 and 2, relating to the Meetings of the Board
of Directors' and General Meetings' respectively as specified by the
Institute 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 which remained unpaid or unclaimed for a period of seven years have been
transferred by the company to the IEPF, which has been established by the Central
Government. The above-referred rules also mandate transfer of shares on which dividend are
lying unpaid or unclaimed for a period of seven consecutive years to IEPF.
The company will issue individual notices to the shareholders whose
equity shares are liable to be transferred to IEPF, advising them to claim their dividend
on or before 03rd November 2025. The details of unpaid/unclaimed dividend will be
available on our website: www.corallab.com.
Hereunder are the details of Dividends paid by the Company and their
proposed due dates and year of transfer of unclaimed/un-encashed dividends to the
designated fund of the Central Government.
Date of Declaration of Dividend |
Dividend for the year |
Proposed due date for transfer to |
|
|
Investor Education and Protection Fund
(IEPF) |
| 27th September, 2018 |
2017- 2018 |
3rd November, 2025 |
| 27th September, 2019 |
2018-2019 |
3rd November, 2026 |
| 17th September, 2020 |
2019-2020 |
No dividend was declared during the year |
| 24th September, 2021 |
2020-2021 |
No dividend was declared during the year |
| 29th September, 2022 |
2021-2022 |
No dividend was declared during the year |
| 11th August, 2023 |
2022-2023 |
No dividend was declared during the year |
| 27th September, 2024 |
2023-2024 |
3rd November, 2031 |
During the Financial Year 2024-2025, the company has transferred to the
Investor Education and Protection Fund (IEPF) following amount of unclaimed dividends and
corresponding shares thereto as stated below:
| Particulars |
Amount of dividend transferred (in Rs.) |
No. of shares transferred |
| For the year 2016-2017 |
Rs. 697085 /- |
4055 |
Any corporate benefits accruing on such shares, viz. bonus shares,
split etc., shall also be credited to unclaimed suspense account, for a period of seven
years and thereafter will be transferred by the company to IEPF, in accordance with
provisions of section 124(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 may claim the shares and unpaid/unclaimed dividends from the IEPF in
accordance with such procedure and on submission of such documents as prescribed. The
Voting rights on such shares 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 Company hereby state and confirm that-
(a) In the preparation of the Annual Accounts for the year ended March
31, 2025, the applicable accounting standards had been followed along with proper
explanation relating to material departures.
(b) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period.
(c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets 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 have laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
(f) They have devised proper systems to ensure compliance with the
provisions of all applicable 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, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a Vigil Mechanism for Directors and employees to report
genuine concerns has been established.
The purpose of the Whistle Blower Policy is to allow
employees to raise concerns about unacceptable, improper or unethical practices being
followed in the organization. They will be protected against any adverse action and/or
discrimination as a result of such a reporting, provided it is justified and made in good
faith. The complaints can also be addressed to Chairperson of Audit Committee and Chairman
in exceptional cases.
The Whistle Blower policy has been uploaded on the website
of the Company at www.corallab.com
REPORTING OF FRAUDS:
There was no instance of fraud during the year under review, which
required the Statutory 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 the Members of the Board and all employees during day-to-day business
operations of the company. The Company believes in Zero Tolerance against
bribery, corruption and unethical dealings/ behavior of any form and the Board has laid
down the directives to counter such acts. The code laid down by the Board is known as
code of business conduct which forms an Appendix to the Code. The Code has
been posted on the Company's website www.corallab.com.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees in their business
dealings and in particular on matters relating to integrity in the workplace, in business
practices and in dealing with stakeholders. The Code gives guidance through examples of
the expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with 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 revised Code of Conduct for the Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company.
The
Code requires pre-clearance for dealing in the Company's shares
and prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to
the Company and during the period when the Trading Window is closed.
The Board of Directors and the designated employees have confirmed
compliance with the Code. 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 AND REDRESSAL) 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 Company has formulated and implemented a policy on prevention, prohibition and
redressal of complaints related to sexual harassment of women at the workplace. All women
employees permanent, temporary or contractual are covered under the above policy. The said
policy has 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 2024-2025, the company has not received any
complaints on sexual harassment and hence no complaints remain pending as of March 31,
2025.
| Number of complaints filed |
Number of complaints disposed of |
Number of complaints pending as on |
| during the financial year |
during the financial year |
end of the financial year |
| 0 |
0 |
0 |
ACKNOWLEDGMENT:
Your directors place on record, their sincere appreciation for the
steadfast commitment and highly motivated performance by employees at all levels across
the globe, which was instrumental in sustained performance of the Company. Your directors
also sincerely thank all the stakeholders, business partners, government & other
statutory bodies, banks, financial institutions, analysts and shareholders for their
continued assistance, cooperation and support.
ANNEXURE [I] to Board's Report
FORM AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for Disclosure of particulars of contracts /arrangements entered
into by the company with related parties referred to in sub section (1) of section 188 of
the Companies Act, 2013 including certain arm's length transaction under third
proviso is given below:
1. Details of contracts or arrangements or transactions not at
Arm's length basis: NOT APPLICABLE
2. Details of contracts or arrangements or transactions at
Arm's length basis:
| a) |
Name (s) of the related party |
Manav Doshi |
Meera Doshi |
| b) |
Nature of Relationship |
Son of Promoter |
Daughter of Promoter |
| c) |
Nature of contracts / arrangements / |
Rent paid for lease arrangements |
Salary |
|
transaction |
|
|
| d) |
Duration of the contracts / |
For period of 1 years |
For period of 2 years |
|
arrangements / transaction |
|
|
| e) |
Salient terms of the contracts or |
Payment of Rent for lease |
Payment for professional services |
|
arrangements or transaction |
arrangements as per leave and |
to the Company |
|
|
license agreement for period of |
|
|
|
1 years commencing |
|
|
|
from 01/04/2024 to 31/03/2025 |
|
| f) |
Justification for entering into such |
The corporate office of the |
Professional services to the |
|
contracts or arrangements or |
company is owned by |
Company |
|
transactions |
Mr. Manav Doshi |
|
| g) |
Date of approval by the Board |
04/04/2024 |
04/04/2024 |
| h) |
Amount incurred during the year |
30 |
30 |
|
(Rs. in lacs) |
|
|
ANNEXURE [II] to Board's Report
Information required under section 134(3) (m) of the Companies Act,
2013 read with Rule 8 of the Companies Accounts Rule, 2014
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARING AND OUTGOING:
Information as per Section 134 (3)(m) of the Companies Act,2013, read
with Rule 8 of the Companies (Accounts) Rule, 2014 and Forming part of the Directors
Report for the year 2024-2025.
A. CONSERVATION OF ENERGY:
1. The Steps taken or impact on Conservation of Energy: o
Installation of 3 Nos.5KVAR capacitor on main bus bar in fixed mode for saving energy o
Installed MDI controller to control the demand within 700 KVA to save energy and penalty o
Installed the 3-way valve for AHU to optimize the chiller operation. o Installed the
system to automatic closed maintain the temperature of chilling plant
o Installed Voltage Stabilzers to provide Suitable Voltage to lighting
Fixutres. Replaced Tube Lightes with conventional Chokes by 28W T5 lamps with electronic
Chock, 250watts Lamps at Street light with 70watts HPSV Lamps for saving Energy.
o Installed the system air compressor unload 7 kg pressure and load 6kg
pressure (automatically unloading and loading system)
o Installed the automatic Centralised voltage stabilizer of 750 KVA for
controlling over all voltage fluctuation
o Softener plant install for soft water use in boiler to avoid scale
removal to get maximum output
|
|
|
Particulars |
March 31, 2025 |
March 31, 2024 |
| _ |
_ |
_ |
_ |
_ |
|
|
I. |
ELECTRICITY |
|
|
| _ |
|
|
|
|
|
|
|
I. |
Purchase Units (In lacs) |
30.29 |
29.01 |
|
|
II. |
Total Amount (Rs. In lacs) |
238.38 |
231.20 |
|
|
III. |
Rate/Units (Rs) |
7.87 |
7.97 |
|
II. |
FURNANCE OIL |
|
|
|
|
i. |
Quantity (Ltrs) In Lacs |
0.22 |
0.17 |
|
|
ii. |
Total Amount (Rs. In lacs) |
26.75 |
18.36 |
|
|
iii. |
Rate/Units (Rs) |
119.98 |
111.27 |
|
III. |
GAS |
|
|
|
|
|
iv. |
Quantity (kgs) In Lacs |
0.43 |
0.54 |
|
|
v. |
Total Amount (Rs. In lacs) |
39.12 |
45.86 |
|
|
vi. |
Rate/Units (Rs) |
90.98 |
84.74 |
2. The Steps Taken by the Company for utilizing alternate Source of
Energy: Not Applicable
3. The Capital Investment on Energy Conservation Equipments: Not
Applicable
B. TECHNOLOGY ABSORPTION:
Technology absorption, adaption and Innovation: Not Applicable
Expenditure Incurred on research and Development: Nil
C. FOREIGN EXCHANGE EARNIGN AND OUTGO:
The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgo during the year in terms of actual outflow.
Foreign Exchange Earned
Particulars |
2024-2025 |
2023-2024 |
| Exports (Rs.in Lacs) |
9382.14 |
6301.37 |
Foreign Exchange Outgo:
Particulars |
2024-2025 |
2023-2024 |
| - Imports (Rs. In Lacs) |
- |
2.23 |
| - Others (Rs. In Lacs) |
228.20 |
124.66 |
ANNEXURE [III] to Board's Report ANNUAL REPORT ON CSR ACTIVITIES
1. CSR Policy - Brief Outline and Overview
A brief outline on CSR policy of the Company Coral Laboratories
Limited (the Company] has framed a CSR Policy in compliance with the provisions of the
Companies Act, 2013 and the same is uploaded on the Company's website.
To direct Coral Laboratories' CSR Programme, inter alia, towards
achieving one or more of the following:
Eradicating hunger, poverty and malnutrition.
Enhancing environmental and natural capital.
Supporting rural development.
Promoting education and vocational skills.
Providing preventive healthcare.
Providing sanitation and drinking water.
Creating livelihoods for people, especially those from disadvantaged
sections of society, in rural and urban India.
Preserving and promoting traditional art and culture and promoting
sports.
The CSR Policy may be accessed on the Company's corporate website
at www.corallab.com
The Company has undertaken projects in Mumbai, Maharashtra for
Eradicating hunger, poverty and malnutrition by donating / providing nutritious food to
patients and by standers from its CSR Initiative for the financial year 2023-2024. The
activities and funding are monitored internally by CSR Committee of the Company. The
Company has identified the following fields of operation for spending of expenditure
towards CSR by utilizing its entire CSR Amount towards to Kundan Navinchandra Doshi
Charitable Trust who is primarily involved in upliftment of deprived section of the
Society which includes cooking nutritious meals and food to needy people and fulfilling
other essential requirements.
Role of Corporate Social Responsibility (CSR) Committee:
To review the existing CSR Policy and to make it more comprehensive so
as to indicate the activities to be undertaken by the Company as specified in Schedule VII
of the Companies Act, 2013.
To provide guidance on various CSR activities to be undertaken by the
Company and to monitor process.
2. Number of meetings held by CSR Committee:
The CSR Committee meetings was held on July 08, 2024 and January 22,
2025 during the year.
3. Composition of Corporate Social Responsibility (CSR)
Committee:
Sr.No. Name of the Director |
Position |
Date of Meeting |
Category |
No. of Meetings Attended |
| 1. Mrs. Sheela Kamdar |
Chairperson |
July 08, 2024 |
Independent Director |
1 |
2. Mr. Malay Doshi |
Member Chairperson |
July 08, 2024 January 22,
2025 |
Independent Director |
1 (as member) 1 (as
chairperson) |
3. Mrs. Sushma Kadkade |
Member |
July 08, 2024 January 22,
2025 |
Non-Executive Director |
2 |
| 4. Mr. Saurabh Shah |
Member |
January 22, 2025 |
Independent Director |
1 |
The details of Impact assessment of CSR projects carried out in
pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate Social responsibility
Policy)Rules 2014, if applicable - Not Applicable
4. Details of the amount available for set off in pursuance of sub-rule
(3) of Rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and
amount required for set off for the financial year, if any-
Sr No. Financial Year |
Amount available for set-off
from preceding financial years (in Rs.) |
Amount required to be setoff
for the financial year, if any (in Rs.) |
|
NOT APPLICABLE |
|
5. Average net profit of the company for last three financial years: Rs.
12,04,14217/-
6. Prescribed CSR expenditure (two percent of the amount as in item no.
5 above): Rs. 24,08,284/-a. Surplus arising out of the CSR projects or programmes
or activities of the previous financial years: - Nil b. Amount required to be set
off for the financial year, if any: - N.A. c. Total amount to be spent for
the financial year: Rs. 24,08,284/-d. Details of CSR spent during the financial
year: Rs. 24,08,284/-e. Amount unspent, if any: NIL
7. (a) Details of CSR spent or Unspent for the financial year 2024-2025
| Total Amount Spent for |
Amount Unspent |
Amount transferred to any fund |
the Financial Year. |
Total Amount
transferred to Unspent CSR Account as per Sec 135(6) |
specified under
Schedule VII as per second proviso to section 135(5) |
|
Amount Date of Transfer |
Name of fund |
Amount |
Date of Transfer |
| Rs. 24,08,284 |
Nil NA |
NA |
NIL |
NA |
(b) Details of CSR amount spent against ongoing projects for the
financial year: Not Applicable
| 1 2 |
3 |
4 |
5 |
6 |
7 |
8 |
9 |
10 |
11 |
S No Name of the Project. |
Item from the list of
activities in Schedule VII to the Act. |
Local area (Yes/ No). |
Location of the project. |
Project duration |
Amount allocated for the |
Amount spent in the current
financial Year |
Amount transferred to
Unspent CSR Account for the project as per Section 135(6) |
Mode of Implementation -
Direct (Yes/No). |
Mode of Implementation -
Through Implementing Agency |
|
|
|
|
|
Not Applicable |
|
|
|
(c) Details of CSR amount spent against other than ongoing projects for
the financial year:
S No Name of the Project |
Item from the list of
activities in schedule VII to the Act |
Local area (Yes/No) |
Location of the project |
Amount spent for the project |
Mode of implementation
Direct (Yes/No) |
Mode of Implementation -
Through Implementing Agency |
1. Donating food to patients
and by stranders |
Eradicating hunger, poverty
and malnutrition |
Yes |
Mumbai, Maharashtra |
Rs. Rs. 24,08,284/- |
No |
Kundan Navinchandra Doshi
Charitable Trust |
(d) Amount spent in Administrative Overheads- Nil
(e) Amount spent on Impact Assessment, if applicable-Not Applicable
(f) Total amount spent for the Financial Year: Rs. 24,08,284/-
Annexure [IV] to Board's Report
Information required under Section 197 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
a. The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year:
Executive Directors |
Total Remuneration (Rs.) |
Ratio to median remuneration |
| Mr. Girish M Dhameja |
Rs. 28,13,435/- |
9.86% |
1. The aforesaid details are calculated on the basis of remuneration
for the financial year 2024-2025.
2. Median remuneration of the Company for all its employee is Rs.
2,85,201/- for the financial year 2024-2025.
3. Median remuneration of the Company for all its employee is Rs.
2,97,744/-for the financial year 2024-2025.
b. The percentage increase in remuneration of each Director, Chief
financial officer, company secretary in the financial year:
Directors, Chief Executive Officer, Chief
Financial Officer |
% increase in |
|
remuneration in |
|
the financial year |
| Mr. Girish M Dhameja (Whole Time Director) |
- |
| Mrs. Sushma Kadkade (CFO) |
21.01% |
| Ms. Dhwani Desai (Company Secretary) |
- |
c. The percentage increase in the median remuneration of all employees
in the financial year 2024-2025:
Particulars |
2024-25 (Rs.) |
2023-24 (Rs.) |
Change (%) (Increase) |
| Median remuneration of all employees per
annum |
285201 |
297744 |
-4.40% |
d. The number of permanent employees on the rolls of Company as on 31
March, 2025
| Executive/Manager cadre |
88 |
| Staff |
109 |
| Operators/Workmen |
0 |
Total |
197 |
e. Average percentile increased already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
The average annual increase was around 20.45%. However, during the
course of the year the total increase is approximately a -4.40% after accounting for
promotions and other event-based compensation revisions.
Increase in the managerial remuneration for the year was around NIL.
f.
AffirmationthattheremunerationisaspertheremunerationpolicyoftheCompany:
The Company affirms remuneration is as per the remuneration policy of
the Company.The statement containing particulars of employees as required under Section
197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this
report. Further, the report and the accounts are being sent to the members excluding the
aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for
inspection at the Registered Office of the Company.
Annexure [V] to Board's Report
Form MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025
[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To
The Members
CORAL LABORATORIES LIMITED
We have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to Good Corporate Practices by CORAL
LABORATORIES LIMITED(hereinafter called the Company). Secretarial Audit
was conducted in a manner that provided us a reasonable basis for evaluating the Corporate
conducts/Statutory compliances and expressing our opinion thereon. Our Report is to be
read along with the attached Note in Annexure I, which form an integral part of
this Report.
Based on our verification of the Company's Books, Papers, Minute
books, Forms and Returns filed and other Records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of the Secretarial Audit, We hereby report that in our opinion, the
company has during the Audit period covering the Financial Year ended on March 31, 2025
complied with the Statutory provisions listed hereunder and to the extent stated in this
Report and also that the Company has the proper Board-Processes and compliance mechanism
in place to the extent, in the manner and subject to the reporting made hereinafter.
We have examined the Books, Papers, Minute books, Forms and Returns
filed, Reports issued by various fellow Professionals and other applicable Records and
Registers maintained by the Company on a test check basis for the financial year ended on March
31, 2025 according to the provisions of:
1. The Companies Act, 2013 (the Act) and the Rules made there under
2. The Securities Contracts (Regulation) Act, 1956 (SCRA')
and the Rules made there under;
3. The Depositories Act, 1996 and the Regulations and Bye-laws framed
there under;
4. Foreign Exchange Management Act, 1999 and the Rules and Regulations
made there under to the extent of Foreign Direct Investment, Overseas Direct Investment
and External Commercial Borrowings;
5. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (SEBI Act'):- a. the
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011; b. the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015; c. the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2009 and amendments from time to time;
d. the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India
(Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company
during the Audit period) e. The Securities and Exchange Board of India (Issue and
Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the
Company during the Audit period) f. The Securities and Exchange Board of India
(Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the
Companies Act and dealing with client; g. The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during
the Audit period) h. The Securities and Exchange Board of India (Buyback of
Securities) Regulations, 1998; (Not applicable to the Company during the Audit period)
We further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
Compliance with applicable Laws, Rules, Regulations and Guidelines.
1. Employees Provident Fund and Miscellaneous Provisions Act, 1952
2. Employees State Insurance Act, 1948
3. Equal Remuneration Act, 1948
4. Acts as prescribed under the Direct Taxes and Indirect Taxes
5. Payment of Gratuity Act, 1972
6. Food Safety and Standards Act, 2006
7. Contract Labour (Regulation and Abolition) Act, 1979
8. Drugs Act, 1940
9. Water (Prevention and Control of Pollution) Act, 1974 10.
Environment Protection Act, 1986 11. The Child Labour (Prohibition and Regulation) Act,
1986 12. Trademarks Act, 1999 (TM Act) 13. Industrial Dispute Act, 1947 15. Patents Act,
1970 (Patent Act)
We have examined the applicable provisions of
(a) Secretarial Standards I and II as issued by the Institute of
Companies Secretaries of India and notified by the Ministry of Corporate Affairs and
applicable with effect from July 1, 2015.
(b) The Listing Agreements entered into by the Company with Bombay
Stock Exchange of India read with the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Based on the declarations given and the information provided, during
the year under review, the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards etc. mentioned above.
We further report that:
1. The Board of Directors of the Company is duly constituted with
proper balance of Executive Directors and Independent Directors. Changes in the
composition of the Board of Directors that took place during the Year under review were in
compliance of the Act.
2. Adequate notice is given to all Directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance
except in case of meetings called at a short notice for urgency of business and a system
exists for seeking and obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at the meeting.
3. All decisions at Board Meetings and Committee Meetings have been
carried out unanimously as recorded in the minutes of the meetings of the Board of
Directors or Committee of the Board, as the case may be.
4. Pursuant to Regulation 23(9) of the SEBI (LODR) Regulations, 2015,
there was one day delay in submission of XBRL file of Related Party transactions with BSE
for the half year ended March 31, 2024. BSE levied fine of Rs. 5,900/- for such violation.
5. Pursuant to Regulation 33(3)(a) of the SEBI (LODR) Regulations,
2015, the company inadvertently omitted to attach the Limited Review Report for the
quarter and half year ended September 30, 2024. BSE levied fine of Rs. 53,100/- for such
violation
|