Adinath Bio-Labs Ltd Directors Report

Dear Members,

The Board of Directors is pleased to present the 43^rd Annual Report together with the Audited Financial Statement of Accounts and Auditors Report of the Company for the year ended 31^st March, 2024.

The Financial Highlights for the year under review are given below:

The financial results of the company for the financial year 2023-2024 as compared with the previous year are as follow:

(3 in lakh)

Particulars	31st March, 2024	31st March, 2023
Total Income	9.15	8.49
Less: Expenses	12.28	12.46
Profit before Depreciation & Taxation	(3.13)	(3.97)
Less: Depreciation	-	(0.004)
Profit before Taxation (Including Exceptional Items)	(3.13)	(3.97)
Less: Taxation	-	-
Profit after Taxation (Including Exceptional Items)	(3.13)	(3.97)

Performance

The Total Income for the financial year under review is 3 9.15 lakh against 3 8.49 lakh in previous year. The Net Loss after taxation marked by the company during the year under review was 3 3.13 lakh as compared to loss of 3 3.97 lakh during the previous year including exceptional items.

Operation

The Company is continuously focusing on its existing line of business to improve its profitability in near future.

Dividend and Transfer to Reserves

Your Company intends to conserve available resources to invest in the growth of the business and pursue strategic growth opportunities. Accordingly, your Directors do not recommend any dividend for the year. Hence, there has been no transfer to Reserves during the Financial Year 2023-2024.

Public Deposits

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement for furnishing of details of deposits is not applicable.

Change in the nature of business

There is no change in the nature of business of the Company during the year under review.

Compliance with the Indian Accounting Standards

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2024 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Rule 7 of Companies (Accounts) Rules, 2014.

Directors and Key Managerial Personnel (KMP)

As on March 31, 2024, the Board of Directors of your Company comprised of Four (4) Directors one of whom, Whole Time Director and one is Non-Executive Director. The remaining two (2) directors are Non-Executive Independent directors including One Woman Director.

The composition of the Board is in consonance with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and in accordance with the applicable provisions of Companies Act, 2013.

During the year Mr. Sanjoy Kumar Basu (DIN: 10172874) has been appointed as an Non-Executive Director on the Board at its meeting held on 26^th July, 2023, on the recommendation of the Nomination and Remuneration Committee. The shareholders have also approved his appointment by way of special resolution in 42^nd Annual General Meeting held on 11^th September, 2023.

The Board of Directors at its Meeting held on August 04, 2023, based on the recommendation of the Nomination and Remuneration Committee, has appointed Mr. Sunil Kumar (DIN: 07777351) as a Whole Time Director of the Company for three consecutive years from 04/08/2023 to 03/08/2026. The shareholders have also approved his appointment by way of special resolution in 42^nd Annual General Meeting held on 11^th September, 2023.

Mr. Sanjoy Kumar Basu (DIN: 10172874), a Non-Executive Director who retires by rotation in terms of Section 152 Companies Act, 2013 and being eligible has offered himself for re-appointment at this AGM.

The Board of Directors at their meeting held on 29/05/2024, based on recommendation of Nomination & Remuneration Committee of Board changed the designation of Mr. Sunil Kumar (Din: 07777351) from Whole Time Director to Managing Director (MD) and Chief Executive Officer (CEO) of the Company with immediate effect for his remaining tenure of his office viz. upto 03/08/2026 on the existing terms & conditions. The change in designation is being carried out for re-organizing the Board. The Board has also decided to carry out agenda in 43^rd Annual General Meeting for availing approval of Shareholders to above change. However there is no change in his existing remuneration. He is liable to retire by rotation.

Appropriate resolutions for appointment/ re-appointment are being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of directors appointed/re- appointed and other related information has been detailed in the Notice read along with the explanatory statement convening the 43^rd AGM of the Company in accordance with the provisions of the Companies Act, 2013 read with the Rules issued there under and the Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

All Independent directors have given the Declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013, and Regulation 16(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all the Independent Directors are persons of integrity, and possess expertise and experience including the proficiency required to be Independent Directors of the Company and they are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the said Act.

All Independent Directors of the Company have confirmed that they have already registered their names with the data bank maintained by the Indian Institute of Corporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairs under the relevant Rules, and that they would give the online proficiency self-assessment test conducted by IICA which is prescribed under the relevant Rules, if applicable.

During the year under review, the non-executive director and non-executive independent directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

Policy on Directors Appointment & Remuneration

The Companys policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub- section (3) of Section 178 has been disclosed in the Corporate Governance Report, which forms the part of this report. Remuneration policy for the Directors, Key Managerial Personnel and other Employees has been disclosed on the Company website i.e. https://www.adinathbio.com/SEBI_LODR.html.

Remuneration policy for the Directors, Key Managerial Personnel and other Employees has been disclosed on the Company website i.e.www.adinathbio.com.

More details about above has been outlined in the Corporate Governance Report which forms a part of this report.

Disclosure under Section 197(12) of the Companies Act, 2013

The Company has not employed any employees whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Committee of the Board:

The Board of Directors has following Committee:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholder Relationship Committee

4. Risk Management Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

Statement concerning development and implementation of Risk Management Policy of the Company

The Board of Directors of the Company has framed (constituted) a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically address through mitigation action on a continuing basis.

The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board Report.

Directors Responsibility Statement

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable Indian Accounting Standards have been followed along with proper explanation relating to material departures, if any;

ii. the directors have 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 31^st March, 2024 and of the profit and loss of the company for the year ended on that date;

iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. the directors have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively;

vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Declaration of Independent Directors

The Company has received necessary declaration from each of Independent Directors under Section 149(7) of the Companies Act, 2013, that they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and the relevant Rules made there on and Regulation 16(1)(b) and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Independent Directors of the Company have submitted the requisite declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Regulation 16 and 25(8) of SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct. In the opinion of the Board, all the independent directors are persons of integrity, possesses relevant expertise and experience including the proficiency required to be Independent Directors of the Company and they are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the said Act.

All Independent Directors of the Company have confirmed that they have already registered their names with the data bank maintained by the Indian Institute of Corporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairs under the relevant Rules, and that they would give the online proficiency self-assessment test conducted by IICA which is prescribed under the relevant Rules, if applicable.

Number of Meeting of the Board

During the year under review 5 (Five) Meetings of the Board of Directors were held. The relevant details, including composition of the Board, date of meetings, attendance and composition of various Committees of the Board are given in the Corporate Governance Report which forms part of this report. The details regarding the composition of various committees are also available on the Companys website: www.adinathbio.com.

Disclosure regarding Companys policies under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Company has framed various policies as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 & Companies Act, 2013; viz i) Remuneration Policy for the Directors, Key Managerial Personnel and other Employee ii) Determining material subsidiary Policy iii) Performance evolution of the Board, Committee and Directors, iv) Materiality of Related Party transactions, v) Whistle Blower/vigil Mechanism vi) Archival Policy for disclosure vii) Code of Conduct for Directors & Senior Management viii) Policy of Preservation of Documents ix) Policy on Criteria for Determining Materiality of Events x) Code of Conduct for Independent Director, Information are displayed on the website of the Company https://www.adinathbio.com/SEBI_LODR.html.

Extract of Annual Return

Pursuant to the provisions of Section 92(3) and Section 134(3) (a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and administration) Rules, 2014, the Annual Return as on 31^st March, 2024 is available on the Companys website http://www.adinathbio.com/Corporate%20Announcement.html.

Details of policy developed and implemented by the Company on its Corporate Social Responsibility Initiatives

Since the Company does not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated.

The Performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors at their separate Meeting.

The Board of Directors expressed its satisfaction with the evaluation process.

Vigil Mechanism/ Whistle Blower Policy

Your company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. These have been outlined in the Corporate Governance Report which forms part of this report.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

The Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of investments made and outstanding at the year-end, details of which are given in the Financial Statements. There were no loans or guarantees made by the Company during the year under review.

Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the Going Concern status and Companys operation in future

There are no significant and material orders issued against the Company by any regulating authority or court or tribunal affecting the going concern status and Companys operation in future. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof:

Not Applicable to the Company during the year under review.

Particulars of Contracts or Arrangements made with Related Parties

All the Related Party Transactions (RPT) that were entered into during F.Y. 2023- 2024 were on an arms length basis and were in the ordinary course of business and disclosed in the Financial Statements. The Company had not entered into any contract / arrangement / transaction with related parties as defined under Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. Accordingly, the disclosure of RPTs as required under the provisions of Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable. The Directors draw attention of the Members to Notes to the Financial Statements which sets out related party disclosures.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") are given in a separate section and forms part of the Annual Report.

Auditors & Auditors Observations

The matter related to Auditors and their Reports are as under:

1. Statutory Auditor and their Report:

As per the requirements of Section 139(2) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Board of Directors in the meeting held on 12^th August, 2019 and on the recommendation of the Audit Committee, the appointment of M/s. KSA & Co. (Firm Registration No.: 003822C), as the Statutory Auditors of the Company for a period of five years from the conclusion of the 38^th Annual General Meeting (AGM) till the conclusion of 43^rd AGM and reappointed as the Statutory Auditors of the Company for the second term for a period of 5 (Five) years, to hold the office from the conclusion of this 43^rd Annual General Meeting (AGM) until the conclusion of 48^th Annual General Meeting (AGM) subject to approval of the members. The remuneration of M/s. KSA & Co. (Firm Registration No.: 003822C), the Auditors of the Company till the conclusion of 48^rd AGM is fixed at Rs. 65,000/- (Rupees sixty five thousand only) per year plus reimbursement of out of pocket expenses and applicable taxes and other certification.

Statutory Auditor has given their consent to act as the Auditors of the Company and has confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and Section 141 of the Act.

Explanations or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Statutory Auditors in their Report:

The Report given by M/s. KSA & Co., Chartered Accountants (FRN: 003822C ), the Statutory Auditors for the Financial Statements for the year ended 31^st March, 2024 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The remarks, if any, made by the Auditors in their Report are properly explained in the Note no. 17 of the Financial Statement.

2. Secretarial Auditors and their Report:

M/s. Veenit Pal & Associates, Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for the financial year 2023-2024, at their meeting on 24^th May, 2023 as required under Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-I to this report.

The report confirms that the Company had complied with the statutory provisions listed under Form MR -3 and the Company also has proper board processes and compliance mechanism.

The report does not contains qualifications, reservation or adverse remark for which further comments or explanations.

3. Internal Auditor:

The Members of Board has appointed M/s. Jain N K & Co., (FRN: 148125W) Chartered Accountant, as Internal Auditors of the Company for Financial Year 2023-2024 at their meeting on 24^th May, 2023 under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as recommended by Audit Committee.

The Suggestions made by the Internal Auditor in their Report were acknowledged.

Corporate Governance

The Company conforms to the norms of Corporate Governance as envisaged in the Listing Regulations with the Stock Exchange. Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, and a detailed Compliance Note on Corporate Governance together with the Auditors Certificate on Corporate Governance is annexed to this report.

Material Changes and Commitments, if any, affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relates and the date of the report

There are no material changes and commitments affecting the financial position of the Company occurred between ends of the financial year to which this financial statement relates on the date of this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:-

The Disclosure stipulated as under Section 134(3) of Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as under:

* The Company is not a Manufacturing company nor does the company has any Energy Consumption based business other than normal consumption of Energy in Administrative Office. The company deploys all the possible measure to conserve the energy and increase usage of green energy.

* The Company is not involved in any Technological Absorption based activities. Hence same is not reportable.

* The Company has not dealt in any Foreign Exchange in any manner during the year under review. Hence the same is not reportable.

Listing of Securities

The Equity Shares of your Company are listed with The Calcutta Stock Exchange Limited (CSE). Listing fees has been paid to The Calcutta Stock Exchange Limited in pursuance to Regulation 14 of the Listing Regulation.

Shares

The Authorized Share capital and the paid up Equity Share Capital have remained unchanged during the year under review. The Company has neither issued shares & Securities or any other instruments nor any corporate benefits during the year under review.

1. The Company has not bought back any of its securities during the year under review.

2. The Company has not issued any Sweat Equity Shares during the year under review.

3. No Bonus Shares were issued during the year under review.

4. The Company has not provided any Stock Option Scheme to the employees.

Code of Conduct

As prescribed under Listing Regulation, a declaration signed by the Managing Director & Chief Executive Officer affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2023-2024 forms part of the Governance Report.

Board Diversity Policy

In compliances with the provision of the Listing Regulations, 2015, the Board through its Nomination and Remuneration Committee has devised a Policy on Board Diversity.

The objective of the Policy is to ensure that the Board comprises adequate number of members with diverse experience and skills, experience, such that it best serves the governance and strategic needs of the Company leading to competitive advantage. The Board composition is mentioned in available in the Corporate Governance report that forms part of this Annual Report.

Familiarization Program:-

Whenever any person joins the Board of the Company as an Independent Director, an induction programme is arranged for the new appointee, wherein the appointee is familiarized with the Company, his/her roles, rights and responsibilities in the Company, the Code of Conduct of the Company to be adhered, nature of the industry in which the Company operates, and business model of the Company etc. The details of such familiarization programmes have been disclosed on the Company website i.e. https://www.adinathbio.com/SEBI_LODR.html.

Secretarial standards

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

Reporting of Frauds

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported to the Audit Committee and / or Board any instances of fraud committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

Internal Financial Control and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has developed well-defined internal control mechanisms and comprehensive internal audit program with the activities of the entire organization under its ambit. Further, based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Human Resources

Human Resources Development envisages the growth of the individual in tandem with the organization. It also aims at the up-liftment of the individual by ensuring an enabling environment to develop capabilities and to optimize performance. Your Directors want to place on record their appreciation for the contribution made by employees at all levels, who through their steadfastness, solidarity and with their cooperation and support have made it possible for the Company to achieve its current status.

The Company, on its part, would endeavor to tap individual talents and through various initiatives, ingrain in our human resources, a sense of job satisfaction that would, with time, percolates down the line. It is also the endeavor of the Company to create in its employees a sense of belonging, and an environment that promotes openness, creativity and innovation.

All the manpower initiatives including training, meetings and brainstorming sessions are implemented with the aim of maximizing productivity and aligning organizational needs employees aspirations.

Additional Information to Shareholders

All important and pertinent investor information such as financial results, investor presentations, press releases are made available on the Companys website i.e. https://www.adinathbio.com/SEBI_LODR.html on a regular basis.

Disclosure under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2023-2024.

No of complaints received	: Nil
No of complaints disposed off	: Nil
No of complaints pending as on end of the financial year	: Nil

Disclosures:-

3 Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Act are not applicable to the business activities carried out by the Company.

3 The Company has not accepted any fixed deposits during the year under review and accordingly, no amount on account of principal or interest on deposits from public and/or Members were outstanding as at March 31, 2024.

3 During the year under review, the Company has not issued any Debentures.

3 There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

3 No material changes have taken place that could have an impact on the financial position of the Company from the date of closure of financial year under review till the date of signing of Accounts.

3 There is no proceeding initiated or pending against the company under the Insolvency and Bankruptcy Code, 2016

3 During the year under review, the Company has not required take Credit Rating of Securities from any agency.

3 During the year under review, the Company has not required transferred any shares in IEPF (Investors Education & Protection Fund).

3 During the year under review Company does not come under failure of implement any Corporate Action.

3 During the year under review, the Company has not required the Compliance of Regulation 32 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and is of the view that the same is not applicable to company as the Company has not issued any share by way of public issue, Right Issue, Preferential Issue etc.

3 There is no change in the nature of business of the Company.

Acknowledgement

The Directors wish to place on record their appreciation for the contributions made by the employees at all levels, whose continued commitment and dedication helped the Company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally, your directors would like to express their sincere & whole- hearted gratitude to all of you for your faith in us and your Co-operation & never failing support.

	By Order of the Board
	For Adinath Bio-Labs Limited
	Priti Abhay Vakhare	Sunil Kumar
	(Director)	(Managing Director & CEO)
	(DIN: 09048290)	(DIN: 07777351)
Registered Office: 4, Netaji Subhas Road,
1st Floor, Kolkata - 700 001
CIN: L24230WB1982PLC034492
E-mail: investors@adinathbio.com
Website: www.adinathbio.com
Date: 28th day of June, 2024