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Ador Multi Products Ltd Directors Report

32.16
(-3.97%)
Jul 18, 2024|12:00:00 AM

Ador Multi Products Ltd Share Price directors Report

To,

The Members,

Your Directors hereby present the Companys 75th Annual Report on the business and operation of the Company together with the Audited Statements of Accounts of the Company for the year ended on 31st March, 2023.

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

During the year under review, financial performance of your company was as under:

Rs. in lacs

Particulars Standalone Consolidated
2022-23 2021-22 2022-23 2021-22
Revenue from operation 588.75 720.81 1216.98 1343.67
Other Income 3.15 30.41 31.16 30.21
EBITDA (161.74) (33.54) (825.59) (590.58)
Finance Cost /Interest 6.31 1.42 10.26 47.27
Depreciation 30.00 29.19 68.68 42.85
Profit before Tax (198.06) (64.15) (904.55) (680.70)

2. DIVIDEND:

In view of the losses of the company, your Directors do not recommend dividend for the year under review.

3. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the period under review, the revenue from operations of the company is Rs. 588.75 Lakhs as compared to previous years Revenue of Rs. 720.81 Lakhs. Your company has recorded significant inroads into new businesses with the changing landscape of the skincare industry in India. Furthermore streamlining of operations to one factory with higher capacities and productivity is bearing recognition in the industry, especially for brands looking for a manufacturing set up in South India. Revenue declined due to low demand for Sanitizers and other global supply chain challenges in a world navigating Covid, wars and shortages of Raw materials. The company enhanced capacities as well as set up a tube filling line to meet growing demand. Your company has built a lot of capability in the serum category and is aligning towards significant demand shift towards skincare products.

Your Company is building the base and eco-system for young brands, D2C brands and continuously providing complete solutions from concept to product development to manufacturing and testing to supply chain management. This critical service for is valuable for established FMCG brands to pioneering skincare brands in India, especially in the clean beauty space with strong investments in D2C brands.

Over the last twelve months, the company has re-aligned to focus on:

1. Contract Manufacturing (with partnerships in product development and testing).

2. Brand partnerships

3. Brand investments

4. Own brand development

5. E-commerce Distribution

6. Joint Venture Collaborations for Brand building

Going forward, the Company will continue to review and reinforce its strategies and action plans to rapidly scale up its global foot print. It has built contracts with international clients and that should bear fruit in the coming year.

Your company today has invested and owns majority holding and management control in three subsidiaries and over six brands. The companys investments includes -

1. 1908 E-ventures Pvt. Ltd. - runs Indias largest clean and sustainable beauty platform, Sublime Life, with over 150 brands and over 150,000 customers and close to a 70,000 strong Instagram community.

Given the challenges in the D2C segment over the last 9 to 12 months, your company has realigned the business to reduce costs and focus on exclusive and own brands. The portfolio of own brands brings in considerably better gross margins and your company is working towards making this a profit centre and using the capabilities of manufacturing and product development at the parent company level.

2. Anatomicals Ador India Pvt. Ltd. - is a JV between Anatomicals UK and Ador Multi Products. The company has localized manufacturing inhouse and sells on its own shopify site since January 2021. This brand too is looking to pivot towards selling on other market places and offline to build scale across the board.

3. 23 Yards Pvt. Ltd. - is a JV between former cricketing legend and India coach, Ravi Shastri. The company has launched a range of mens grooming products and will continue to increase the portfolio and digital and offline reach

Your company is expected to build tremendous brand value by partnering with high growth young brands and investing in own brands in the coming year. This complemented with high volume traditional FMCG brand manufacturing is expected to enable the company to find a healthy balance between revenues, profitability and value creation in the coming year. Most importantly, during these challenging times, your company is restructuring to focus on profitable business units and focus only on those that bring stability to the health of the company.

4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

5. CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of Business of the Company.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

During the year under review, there was no amount due to be transferred to the Investor Education and Protection Fund.

7. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABOSORPTION:

The Company has not carried any activities relating to the conservation of energy. The Company has not acquired any technologies during the year under review.

8. FOREIGN EXCHANGE EARNINGS / OUTGO: -

Your Company has not carried out any activities relating to the export and import during the financial year.

9. REPORT ON CORPORATE GOVERNANCE:

Your company is under exemption of compliance of Regulation 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and hence Report on Corporate Governance and Auditors Certificate on Corporate Governance is not applicable to the Company.

CEO and CFO certification:

As required by regulation 17(8) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the CEO and CFO certification as specified in Part B of Schedule II is not applicable.

10. REPORT ON MANAGEMENT DISCUSSION &ANALYSIS:

A detailed Management Discussion and Analysis as required under regulation 34(3) read with Schedule V(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure A, which forms part of this Boards Report.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys subsidiaries / associate company / joint venture in Form AOC-1 is attached with this Report. The Company has three subsidiary companies i.e. 1908 E-Ventures Private Limited, Anatomicals Ador India Private Limited and 23 Yards India Private Limited within the meaning of the Companies Act, 2013 ("Act"). Form AOC - 1, is appended as Annexure- B to the Boards Report.

12. PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public and accordingly no amount was outstanding as on the date of the Balance Sheet.

13. EXTRACT OF THE ANNUAL RETURN:

As required under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return in Form No. MGT 7, as at the financial year ended 31st March, 2023, has been uploaded on the website of the company at www.adormultiproducts.com

14. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met five times during the financial year 2022-2023 in compliance with the provisions of the Companies Act, 2013. The intervening gap between any two meetings was within the period of 120 days as prescribed by the Companies Act, 2013.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OFTHE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions with Related Parties that were entered into during the financial year were on Arms length basis and were in the Ordinary Course of business. There are no materially significant transactions with related parties made by the Company with the Promoters, Directors, Key Managerial Personnel which may have potential conflict with the interest of the Company at large. Accordingly the Particulars of contracts or arrangements with related parties referred to Section 188 of the Companies Act, 2013 in the prescribed form AOC-2, is not applicable.

17. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The policy of the Company on Directors Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided in Section 178(3) of the Companies Act, 2013, adopted by the Board has been posted on its website.

18. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

(a) In the preparation of the annual accounts, 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 had 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;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act 2013 with an appropriate combination of Executive Director, Non-Executive Directors and Independent Directors

>In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management and Administration)Rules, 2014 and in accordance with Article 49 of the Articles of Association of the Company, Ms. Tanya Halina Advani (DIN: 08586636) of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible seeks re-appointment.

As stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief resume of the Directors proposed to be appointed re-appointed, is annexed to the Notice convening 75th Annual General Meeting (AGM).

During the year under review, following were the changes in the Board of Directors and KMP of the company:

1. Appointment of Mr. Suneil Chawla (DIN: 05121595) as an Independent Director of the Company w.e.f. 20th May, 2022.

2 Resignation of Mr. Navroze Shiamak Marshall (DIN: 00085754) as an Independent Director of the company, w.e.f. 12th August, 2022.

3. Resignation of Mr. Gaurav Lalwani Mohan (DIN: 06928792) as an Independent Director of the company, w.e.f. 08th September, 2022.

4. Resignation of Mr. N.G. Ravishankar (DIN: 08922239) as Whole Time Director and Chief Financial Officer of the company, w.e.f. 28th February, 2023.

5. Change in Designation of Mr. Deep Ashda Lalvani (DIN: 01771000) from NonExecutive Director to Whole Time Director and Chief Financial Officer of the company w.e.f. 30th May, 2023.

20. DECLARATION OF INDEPENDENT DIRECTORS:

In terms of Section 149 of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations, the Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Companies Act, 2013 and the SEBI Listing Regulations;

b) in terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Directors database maintained by the Indian Institute of Corporate Affairs;

21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

The Composition of Audit Committee is as below:

Name of Director Category Chairman / Member
Mr. Sandeep Ahuja Independent Director Chairman
Mr. Suniel Chawla Independent Director Member
Mr. Deep Lalvani Whole Time Director Member

22. DISCLOSURE OF COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE:

The Composition of Stakeholder Relationship Committee is as below:

Name of Director Category Chairman / Member
Ms Tanya Advani Non Executive Director Chairman
Mr. Deep Lalvani Whole Time Director Member

23. DISCLOSURE OF COMPOSITION OF NOMINATION AND REMUNARATION

COMMITTEE:

The Composition of Nomination & Remuneration Committee is as below:

Name of Director Category Chairman / Member
Mr. Sandeep Ahuja Independent Director Chairman
Mr. Suneil Chawla Independent Director Member
Ms. Tanya Advani Non Executive Director Member

24. VIGIL MECHANISM / WHISTLE BLOWERPOLICY:

The Company has established a vigil mechanism (which incorporates a whistle blower policy in terms of listing agreement) for directors and employees to report their genuine concerns. The Policy is also available on the Companys website.

25. POLICIES OF THE COMPANY

Your Company has posted the following documents on its website

1. Materiality of event &information

2. Preservation of documents

3. Whistle Blower cum Vigil Mechanism.

4. Prevention of Sexual Harassment

5. Remuneration Committee

6. Nomination & Remuneration Policy

7. Archive Management Policy

8. Independent Director Appointment-T&C

9. Audit Committee Charter

10. Code of Conduct for Prevention of Insider Trading

11. Code of Practices and Procedures for fair disclosure

12. Stakeholders Relationship Committee

26. AUDITORS AND AUDITORS REPORT:

STATUTORY AUDITORS:

M/ s. Praveen and Madan, Chartered Accountants, Bangalore (Firm Registration No. 011350S) are proposed to be appointed as the Statutory Auditors of the company in the 75th Annual General Meeting of the company held for FY 2022-23, to hold the office until the conclusion of the 80th Annual General Meeting of the company to be held for the Financial Year 2027-28.

M/ s. Praveen and Madan, have furnished a certificate in terms of the Companies (Audit and Auditors) Rules, 2014 and confirmed their eligibility in terms of Section 141 and all other applicable provisions of the Act, read with the applicable rules.

Report on Frauds, if any:

During the year under review, no incidence of any fraud has occurred in the Company. Neither the Audit Committee of the Board, nor the Board of the Company had received any report involving any fraud, from the Statutory Auditors of the Company. As such, there is nothing to report by the Board, as required under Section 134 (3) (ca) of the Companies Act, 2013.

INTERNAL AUDITORS:

The Company has appointed R Atchoudane, Chartered Accountant, as its Internal Auditor. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies and report the same to the Audit Committee on quarterly basis. Based on the report of internal audit, management undertakes corrective action in their respective areas and thereby strengthens the controls.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the CompaniesAct,2013 and the Rules made thereunder, Ms. Snehal Amol Phirange, Practicing Company Secretary (FCS 8103; C P No. 8064), Pune, was appointed to conduct a secretarial audit of the Companys Secretarial and related records for the financial year ended 31 March, 2023. The Practicing Company Secretary has submitted her Report on the secretarial audit conducted by her which is given in Annexure D and forms part of this Boards Report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND SECRETARIAL AUDITORS IN THEIR REPORTS:

There are no qualifications, reservations or adverse remarks made by the Auditors in their report.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

28. RISK MANAGEMENT POLICY:

The Board regularly reviews the risk management strategy of the Company to ensure the effectiveness of implementation of the risk management policies and procedures. Your Directors do not foresee any elements of risk, which in its opinion, may threaten the existence of the Company.

29. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your 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. An Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, neither any complaints of sexual harassment were received by ICC, nor were there any complaints relating thereto which required any disposal thereof.

31. CHANGES IN SHARE CAPITAL:

There has been no change in the Share Capital of the Company.

32. PERFORMANCE EVALUATION OF THE DIRECTORS ETC:

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation by the Board of its own performance and that of the various Committees of the Board and the individual Directors. The framework of performance evaluation of the Directors captures the following points:

Key attributes of the Independent Directors that justify his / her extension / continuation on the Board of the Company;

Participation of the Directors in the Board proceedings and his/her effectiveness;

The evaluation was carried out by means of the replies given / observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them, adequacy and effectiveness of the various Committees of the Board and the performance of the Board.

33. INFORMATION FORMING PART OF THE DIRECTORS REPORT PURSUANT TO RULES OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosure 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 and also the Statement containing particulars of employees as required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided in Annexure E forming part of this Report.

34. EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Companys vision and strategy to deliver good performance.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

36. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and behalf of the Board of Directors of Ador Multi Products Limited
Sd/- Sd/-
Deep ALalvani Tanya Halina Advani
Director Director
DIN: 01771000 Place: Mumbai Date: 30th May, 2023 DIN: 08586636

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