Chemo Pharma Laboratories Ltd Directors Report.

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

TO,

THE MEMBERS OF

M/S. CHEMO PHARMA LABORATORIES LIMITED

The Board of Directors take pleasure in presenting the Seventy Nineth Annual Report together with the

 

Audited Financial Statements for the year ended 31st March, 2021. The Management Discussion and Analysis has also been incorporated into this report.

1. OVERVIEW

The Financial Statements have been prepared provisions of Section 129 read with Schedule III of Companies Act, 2013 and in accordance with the Indian Accounting Standards under the Companies (Indian Accounting Standards) Rules, 2015 and under Section 133 of the said Act read with Rule 3 of the Companies (Indian Accounting Standard) Rules, 2015 and Companies (Indian Accounting Standard) Accounting Rules, 2016. Our management accepts responsibility or the integrity and objectivity of these financial statements, as well as for various estimates and judgments used therein. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present our state of affairs, profits and cash flows for the year.

2. FINANCIAL RESULTS

Particulars 31/03/2021 31/03/2020
(Rs.) (Rs.)
Income
- Other Income 66,80,194 99,67,591
Profit before Tax and Depreciation 33,46,366 51,72,610
Less: Depreciation 2,39,386 2,31,274
Profit after Depreciation but before Tax 31,06,980 49,41,336
Less: Tax Expenses for the Current year 5,03,000 7,60,000
Less: Tax Expenses Adjustment previous year 1,03,255 29,768
Profit after Tax 25,00,725 41,51,548
Earning Per Share (Nominal Value of Share Rs. 10/-) Basic & Diluted 1.67 2.77

3. DIVIDEND

In order to conserve funds for the business of the Company, the Board of Directors do not recommend any dividend for the financial year 2020-2021.

4. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2021 was Rs. 1.5 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

5. INDUSTRY STRUCTURE AND DEVELOPMENTS

The Board of Directors of the Company are exploring new business opportunities.

6. OUTLOOK, OPPORTUNITIES AND THREATS

The Board of Directors of the Company perceive the outlook of the Company with optimism.

7. RISK AND CONCERN

The Company has adopted Risk Management Policy as per Section 134 (3) (n) of the Companies Act, 2013. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk policy defines the risk management approach which helps in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The detailed risk management policy has been hosted on the website of the Company. There are no perceived risks in the present activity.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating effectively throughout the year.

The Company has an in-house Internal Audit Function (IA). To maintain its objectivity and independence, the IA Department evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all locations of the Company. Based on the report of IA function, process owners undertake corrective action in their respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place of ensuring proper and efficient conduct of the business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

Pursuant to Section 138 of the Companies Act, 2013, the Company has appointed M/s. Sarda Soni & Associates LLP as an Internal Auditor of the Company. Pursuant to Section 134 (5) (e) of the Companies Act, 2013, the Board of Directors has adopted Internal Financial Control Policy, which has also been hosted on website of Company.

9. DIRECTORS

Shri. Ashok Somani, Director of the Company retires by rotation at the ensuing Annual General Meeting.

Shri. Shreeniwas Somani ceased to hold position of Directorship along with the position of Chief Executive Officer (CEO) with effect from 10th November, 2020 due to his sad demise. The Board of Directors took on record the invaluable contributions made by Late Shri. Shreeniwas Somani as a Director of the Company during his tenure and association with the Company.

The Board in its meeting held on 28th January, 2021 appointed Shri. Bhavin Sheth as an Additional Director of the Company in the category of Executive Director of the Company till the forthcoming Annual General Meeting of the Company based on the recommendation received from Nomination and Remuneration Committee, who received consent letter from Shri. Bhavin Sheth on 07th January, 2021 to occupy the position of Director in the Company. A notice along with requisite deposit proposing his candidature for the office of the Director is received from one of the Member of the Company under Section 160 of the Companies Act, 2013 and the requisite Draft Resolution is put forth in the notice of Annual General Meeting for approval of Members of the Company.

The Board in its meeting held on 28th January, 2021 appointed Shri. Bhavin Sheth also as Chief Executive Officer of the Company in place of Late Shri. Shreeniwas Somani based on the recommendation received from Nomination and Remuneration Committee, who received consent letter from Shri. Bhavin Sheth on 07th January, 2021 to occupy the position of Chief Executive Officer of the Company.

10. INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) for fulfilment of their responsibilities in a professional and faithful manner and to promote confidence of the investment community, particularly minority shareholders, regulators of the Company.

Independent Directors play an important role in their governance process of the Board. They bring to bear their expertise and experience on the deliberations of the Board. This enriches the decision making process at the Board with different point of view and experiences and prevents conflict of interest in the decision making process.

The appointment of Independent Director is carried out in a structured manner. The Nomination and Remuneration Committee identifies potential candidates based on certain laid down criteria and takes in to consideration the diversity of the Board.

The Independent Directors have been appointed for a fixed tenure of five years from their respective dates of appointment.

None of the Independent Directors serves as "Independent Directors" in more than seven listed entities.

During the year under review, the Independent Directors met on 06th January, 2021, inter alia, to discuss:

(a) Evaluation of the Performance of Non-Independent Directors and the Board of Directors as a whole.

(b) Evaluation of the Performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

(c) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

During the year under review, the Independent Directors met on 06th January, 2021, inter alia to discuss:

i. evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

ii. evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors;

iii. evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties; and

iv. other related matters.

The Independent Directors have expressed satisfaction at the robustness of the evaluation process, the Boards freedom to express its views on matters transacted at the meetings and the openness and transparency with which the Management discusses various subject matters specified on the agenda of meetings.

11. INDUCTION PROGRAMME FOR NEW DIRECTORS AND ONGOING FAMILIRIAZATION

PROGRAMME FOR EXISTING INDEPENDENT AND NON-INDEPENDENT DIRECTORS

An appropriate induction programme for new Directors and ongoing familiarization with respect to the business/working of the Company for all Directors is a major contribution for meaningful Board Level deliberations and sound business decisions.

At the time of appointing a Director, a formal letter of appointment is given to him/her which, interalia, explains his/her role, function, duties and responsibilities and the Boards expectations from him/her as a Director of the Company. The Director is also explained in detail the compliances required from him/her under the Act, SEBI Regulations and other relevant regulations and his/her affirmation taken with respect to the same.

A Presentation is also shared with newly appointed Director giving an overarching perspective of the industry, organizational set-up of the Company, the functioning of various divisions/departments, the Companys market in which it operates, governance and internal control process and other relevant information pertaining to the Companys business.

The above initiatives help the Directors to understand the Company, its business and the regulatory framework in which the Company operates and equips him/her to effectively fulfill his/her role as the Director of the Company.

12. COMPOSITION OF BOARD OF DIRECTORS

The Companys Board comprises of Six Directors - Two of them are Executive Directors, One is Non-Executive Non-Independent Director and remaining three are Non-Executive Independent Directors. The Chairman of the Board is Executive Director. The number of Non-Executive Independent Directors is 50% of the total strength of the Board.

During the year, there were Four (4) Board Meetings held on 26/06/2020, 18/08/2020, 19/10/2020 and 28/01/2021. The attendance of the Directors in the Board Meetings and last Annual General Meeting is given here below-

Name Category and Designation No. of Board Meetings attended during the year 2019-2020 Whether attended last AGM No. of Directorship in other Limited Companies No. of Membership of committees other than the Company No. of Chairmanship of committees other than the Company
Shri. Shreeniwas Somani (resigned w.e.f. 10/11/2020) ED 03 Yes 01 Nil Nil
Shri. Ashok Somani ED 04 Yes 01 Nil Nil
Smt. Shanta Somani NED 04 Yes Nil Nil Nil
Shri. Mathura Prasad Sharma ID 04 No Nil Nil Nil
Shri. Balkishan Lohia ID 04 Yes Nil Nil Nil
Shri. Toby Antony ID 02 Yes 01 Nil Nil

ED - Executive Director NED - Non- Executive Director ID - Independent Director

Apart from above, there were Circulation Resolution passed by the Board of Directors pursuant to Section 175 of the Companies Act, 2013 read with relevant rules there-under on 02/12/2020 where all the resolutions proposed were passed by the majority of Directors of the Company and were noted in detail in the Minutes of forthcoming Board Meeting of the Company.

13. BOARD COMMITTEES

The Board has constituted the following Committees of Directors:

(a) AUDIT COMMITTEE

The constitution of Audit Committee meets with the requirements of Section 178 of the Companies Act, 2013.

i. Terms of Reference

The Audit Committee acts as link between Statutory and Internal Auditor and the Board of Directors. It assists the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Companys statutory and internal audit activities. Majority of the members on the Committee, including the Chairman are Independent Directors. The Committee is governed by a Charter which is in line with the regulatory requirements mandated under Section 177 of the Companies Act, 2013 read with the Rule 6 of The Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI Regulations. The terms of reference of the Audit Committee are as follows -

(1) oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statements is correct, sufficient and credible;

(2) recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(4) reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

(a) matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

(b) changes, if any, in accounting policies and practices and reasons for the same;

(c) major accounting entries involving estimates based on the exercise of judgment by management;

(d) significant adjustments made in the financial statements arising out of audit findings;

(e) compliance with listing and other legal requirements relating to financial statements;

(f) disclosure of any related party transactions;

(g) modified opinion(s) in the draft audit report;

(5) reviewing, with the management, the quarterly financial statements before submission to the board for approval;

(6) reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

(7) reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

(8) approval or any subsequent modification of transactions of the listed entity with related parties;

(9) scrutiny of inter-corporate loans and investments;

(10) valuation of undertakings or assets of the listed entity, wherever it is necessary;

(11) evaluation of internal financial controls and risk management systems;

(12) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

(13) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

(14) discussion with internal auditors of any significant findings and follow up there on;

(15) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

(16) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

(17) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

(18) to review the functioning of the whistle blower mechanism;

(19) approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

(20) carrying out any other function as is mentioned in the terms of reference of the audit committee.

(21) management discussion and analysis of financial condition and results of operations;

(22) statement of significant related party transactions (as defined by the audit committee), submitted by management;

(23) management letters / letters of internal control weaknesses issued by the statutory auditors;

(24) internal audit reports relating to internal control weaknesses; and

(25) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

(26) statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

(b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7)

ii. Composition

The Audit Committee comprises of three members, all of which are Independent Directors.

Following are the members of the committee :

1. Shri. Balkishan Lohia Member
2. Shri. Toby Antony Member
3. Shri. Mathura Prasad Sharma Member

The Audit Committee met for Four (4) times during the year i.e. on 26/06/2020, 18/08/2020, 19/10/2020, and 28/01/2021. The attendances of members are as follows:

Name Category Meetings during the year 2020-2021
Held Attended
Shri. Balkishan Lohia Member 4 4
Shri. Toby Antony Member 4 2
Shri. Mathura Prasad Sharma Member 4 4

iii. The Powers of the Audit Committee include:

• To investigate any activity within its terms of reference.

• To seek information from any employee.

• To obtain outside legal or other professional advice.

• To secure attendance of outsiders with relevant expertise, if it considers necessary.

iv. Internal Financial Controls and Governance Process

a. Review the adequacy and effectiveness of the Companys system and internal controls.

b. Review and discuss with the Management, the Companys major financial risk exposures and steps taken by the Management to monitor and control such exposure.

c. To oversee and review the functioning of vigil mechanism (implemented in the Company as Ethical view Reporting Policy) and to review the findings of investigations into cases of material nature and the actions taken in respect thereof.

All the Members of the Audit Committee possess the requisite qualification for appointment on the Committee and have sound knowledge of finance, accounting practices and internal controls.

The Representative of the Statutory Auditors are permanent invitees to the Audit Committees. They have attended all the Audit Committee Meetings held during the year. The Chief Financial Officer (CFO) attended the meetings of Committee. The Company Secretary is the Secretary to the all the Committee Meetings of the Company.

(b) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises of three Members all of which are Independent Directors. The Committee is governed by a Charter.

i. Terms of Reference

The terms of reference of the Committee are as follows -

a) To scrutinize and approve registration of transfer of shares/ debentures/ warrants issued / to be issued by the Company.

b) To decide all questions and matters that may arise in regard to transmission of shares / debentures / warrants issued / to be issued by the Company.

c) To approve and issue duplicate shares / debentures / warrants certificates in lieu of those reported lost.

d) To refer to the Board and any proposal of refusal of registration of transfer of shares / debentures / warrants for their consideration.

e) To look into Shareholders and investors complaints like transfer of shares, non- receipt of annual reports, non-receipt of declared dividends, etc.

f) To delegate all or any of its powers of Officers/ Authorized Signatories of the Company.

g) To issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities.

h) To issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

i) To approve and monitor Dematerialization of shares / debentures / other securities and all matters incidental or related thereto.

j) To authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non receipt of declared dividend/interest, change of address for correspondence etc. and to monitor action taken.

ii. Composition

The constitution and terms of reference of the Stakeholders Relationship Committee is in pursuance of Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178(5) of the Companies Act, 2013.

Following are the members of the committee :

1. Shri. Balkishan Lohia Member
2. Shri. Toby Antony Member
3. Shri. Mathura Prasad Sharma Member

iii. Powers of the Committee

The Committee

(i) approves and monitors transfers, transmission, splitting and consolidation of securities and issue of duplicate certificates by the Company;

(ii) looks into various issues relating to shareholders, including the redressal of Shareholders and investors complaints like transfer of shares, non-receipt of Balance Sheet, dividend etc; and

(iii) carries out the functions envisaged under the Code of Conduct for Prevention of Insider Trading, which is effective from 15th May, 2015.

The Committee met Four (4) times during the year i.e. on 26/06/2020, 18/08/2020, 19/10/2020, and 28/01/2021. The attendances of members are as follows:

Name Category Meetings during the year 2020-2021
Held Attended
Shri. Balkishan Lohia Member 4 4
Shri. Toby Antony Member 4 2
Shri. Mathura Prasad Sharma Member 4 4

(c) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is governed by a Charter. The Chairman along with the other members of the Committee are Independent Directors.

i. Terms of Reference

The terms of reference of the Committee interalia include the following -

(1) formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

(2) formulation of criteria for evaluation of performance of independent directors and the board of directors;

(3) devising a policy on diversity of board of directors;

(4) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

(5) whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

ii. Composition

The Composition of the committee is composed pursuant to the Section 178 of the Companies Act, 2013.

Following are the members of the committee :

1. Shri. Balkishan Lohia Member
2. Shri. Toby Antony Member
3. Shri. Mathura Prasad Sharma Member

The Nomination and Remuneration Committee met for one time during 2020-2021 i.e. on 13/01/2021.

Name Category Meetings during the year 2020-2021
Held Attended
Shri. Balkishan Lohia Member 1 1
Shri. Toby Antony Member 1 1
Shri. Mathura Prasad Sharma Member 1 1

14. BOARD EFFECTIVENESS

a. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programmee for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry, in which the Company operates the business model etc. The same is also available on the website of the Company and can be accessed.

b. PERFORMANCE EVALUATION OF THE BOARD AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and the SEBI Regulations, the Board has carried out the annual performance evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders Relationship Committee respectively. The Chairman of the Board of Directors individually get an overview of the functioning of the Board and its constituents interalia on the following broad criteria i.e. attendance and level of participation independence of judgment exercised by Independent Directors, interpersonal relationship etc.

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 judgement 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. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

c. KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of the Company pursuant to the Section 2 (51) and 203 of the Companies Act, 2013 read with rules there-under -

1. Shri. Ashok Somani - Director and Chief Financial Officer

2. Shri. Bhavin Sheth - Director and Chief Executive Officer

3. Mrs. Neha Vora - Company Secretary and Compliance Officer

15. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year there were Four (4) Board Meetings, Four (4) Audit Committee Meetings, Four (4), Stakeholders Relationship Committee Meetings and One (1) Nomination and Remuneration Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The attendance of Meetings are enumerated in the table below -

Board Meetings Held During the Year

Sr. No. Date on which the Board Meeting was held Total Strength of the Board No. of Directors Present
1. 26/06/2020 6 5
2. 18/08/2020 6 5
3. 19/10/2020 6 6
4. 28/01/2021 5 5

Stakeholders Relationship Committee Meetings Held During the Year

Sr. No. Date on which the Commmittee Meeting was held Total Strength of the Committee No. of Members Present
1. 26/06/2020 3 2
2. 18/08/2020 3 2
3. 19/10/2020 3 3
4. 28/01/2021 3 3

Audit Committee Meetings Held During the Year

Sr. No. Date on which the Commmittee Meeting was held Total Strength of the Committee No. of Members Present
1. 26/06/2020 3 2
2. 18/08/2020 3 2
3. 19/10/2020 3 3
4. 28/01/2021 3 3

Nomination and Remuneration Committee Meetings Held During the Year

Sr. No. Date on which the Commmittee Meeting was held Total Strength of the Committee No. of Members Present
1. 13/01/2021 3 3

16. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013, We, the Directors of Chemo Pharma Laboratories Limited, state in respect of Financial Year 2020-2021 that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) The Directors have selected the accounting policies, 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 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 have prepared the Annual Accounts on a going concern basis.

e) The Directors have ensured that Proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively.

f) The Directors reviewed that systems are in compliance with the provisions of all applicable laws and were in place and were adequate and operating effectively.

17. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

18. RELATED PARTY TRANSACTIONS

There were no Related Party Transactions pursuant to Section 188 (1) of the Companies Act, 2013 read with Rule 15 of The Companies (Meeting of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy on Related Party Transaction approved by the Board has been hosted on the Website of the Company.

19. PUBLIC DEPOSIT

The Company has not accepted any Public Deposit as per Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as on 31st March, 2019.

20. PARTICULARS OF EMPLOYEES

Information as per Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company can be obtained by an interested shareholder by submitting a written request to the Company. This practice is followed as per the provisions of Section 136 (1) of the Act. Thus, the Report and the Accounts are being sent to all Shareholders, excluding the information on employees particulars under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

21. STATUTORY AUDITORS

M/s. VMD & Co., (Firm Registration No. - 125002W), Statutory Auditors of the Company, have expressed their un-willingness for their re-appointment as Statutory Auditor of the Company for the next five consecutive Financial Years due to their prior commitments.

M/s. Sanjay Rane & Associates (Firm Registration No. - 121089W), Chartered Accountants have given their consent letter for getting appointed as Statutory Auditors of the Company for a period of five consecutive Financial Years i.e. 2021-2022 to 2025-2026. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the rules framed there-under for appointment as Statutory Auditors of the Company.

As per the requirement of SEBI Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India and the same has been put up in the Notice of Annual General Meeting for approval of the members of the Company.

The Board of Directors in its Meeting held on 28th May, 2021 have decided to appoint M/s. Sanjay Rane & Associates (Firm Registration No. - 121089W), Chartered Accountants as Statutory Auditors of the Company for a period of five consecutive Financial Years i.e. from the Financial Year 2021-2022 to 2025-2026 in place M/s. VMD & Co., Chartered Accountants, subject to the approval of the Shareholders in the Annual General Meeting.

22. AUDITORS REPORT

The Statutory Auditors of the Company in their report have not made any adverse comments or qualifications on the accounts of the Company except for the explanations given in the note number 13 and 14 of the notes to account of the Financial Statements of the Company which are self explanatory and for which no further comments are required in respect thereof.

23. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors on recommendation of Audit Committee has appointed M/s. HS Associates, Practising Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure D".

24. INTERNAL AUDIT

The Board of Directors on recommendation of Audit Committee appointed M/s. Sarda Soni Associates LLP, Practicing Chartered Accountants, to undertake the Internal Audit of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014.

25. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

As required under Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. are not given as there has not been any manufacturing operation during the under report. A copy of Statements of Particulars under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 have been Annexed along with Boards Report in "Annexure B".

26. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C".

27. CORPORATE GOVERNANCE

Pursuant to the Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is effective from 01st December, 2015, the Company is not required to comply with provisions of Corporate Governance as its Paid-up capital is less then Rs. 10 Crore and its net worth is also less than Rs. 25 Crore as on 31/03/2021.

28. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board of Directors in its Meeting held on 26/09/2014 have adopted Vigil Mechanism/ Whistle Blower Policy pursuant to the Section 177(9) of the Companies Act, 2013 read with Rule 7 of (the Companies of Board and its Powers) Rules, 2014 for reporting the genuine concerns of Directors and Employees and also provide adequate safeguards against victimization of persons who use such mechanism. The Details of this policy is published on the website of the Company.

29. INTERNAL FINANCIAL CONTROL POLICY

The Board of Directors in its meeting held on 26/09/2014 have adopted Internal Financial Control Policy pursuant to Section 134 (5) of the Companies Act, 2013 for ensuring the orderly and efficient conduct of the business, the safeguarding of the assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Details of this policy are published on the website of the Company.

30. CODE OF CONDUCT OF INDEPENDENT DIRECTORS

As per the requirement of Schedule IV of the Companies Act, 2013, the Board of Directors have adopted Code of Conduct of Independent Director in its meeting held on 26/09/2014, for the fulfillment of their responsibilities in a professional and faithful manner and to promote confidence of the investment community, particularly minority shareholders, regulators of the Company, a copy of detailed policy is published on the website of the Company.

31. PERFORMANCE EVALUATION POLICY

As per the Listing Agreement entered into with the Company, every Listed Company needs to adopt Performance Evaluation Policy for annual evaluation of the Board of Directors and of its own performance (self-appraisals) and that of its committees and individual Directors as mentioned under the clause (p) of sub-section (3) of Section 134 of the Companies Act, 2013. The Company adopted it in its meeting dated 29/09/2014, details of this Policy is published on the Website of the Company.

32. INTERNAL FINANCIAL CONTROL POLICY

The Board of Directors in its Board meeting dated 29/09/2014 adopted Internal Financial Control Policy pursuant to Section 134 (5) of the Companies Act, 2013 for ensuring the orderly and efficient conduct of the business, the safeguarding of the assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Details of this policy are published on the website of the Company.

33. RISK MANAGEMENT POLICY

The Board of Directors adopted Risk Management Policy in its meeting held on 29/09/2014 pursuant to the requirement of Section 134 of the Companies Act, 2013, for the purpose of identification of elements of risks which may threaten the existence of the Company, a copy of detailed policy is published on the website of the Company.

34. ADOPTION POLICIES UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The Board of Directors had adopted the policies prescribed under SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, in its meeting dated 21st January, 2016, copies of which is hosted on website of the Company.

The Polices which were adopted are as follows -

a. Archival Policy

b. Policy on Determination of Materiality of Events or Information Materiality

c. Policy on Preservation of Records

d. Policy on Materiality of Related Party

35. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company is an equal opportunity provider and continuously strives to build a work culture which promotes the respect and dignity of all employees across the Organization. In order to provide women employees a safe working environment at workplace and also in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there-under, the Company has formulated a well defined policy on prevention, prohibition and redressal of complaints relating to sexual harassment of women at the workplace. All women who are associated with the Company either as permanent employees or temporary employees or contractual persons including service providers at Company sites are covered under the above policy. The said policy has been uploaded on the website of the Company.

An Internal Complaint Committee (ICC) has been set up comprising of two female and one male employee. One of the female employees is the Chairperson and a female member is the Secretary of the Committee. There is one external male member on the Committee who is a specialist in dealing with such matters. Apart from the above, there is one female nodal person to receive and forward complaints either to the First Instance Person (FIP).

36. PREVENTION OF INSIDER POLICY

In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 which came into force on 15th May, 2015. Pursuant thereto, the Company has formulated and had adopted a Code for Prevention of Insider Trading. Further the SEBI notified Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 on 31st December, 2018 directing the listed entities to adopt revised code of conduct as per the amendments listed in the circular.

The Company adopted the new Code of Conduct for Prevention of Insider Trading to Regulate, Monitor and Report Trading by Insiders. This code is applicable to all key managerial personnel, connected persons and designated person of the Company and the persons who have access to unpublished price sensitive information relating to the Company.

The Board of Directors in its meeting held on 27th May, 2019 adopted the policy. A Copy of Detailed Policy is hosted on the website of the Company.

37. GENERAL BODY MEETINGS

(a) Location and time where last three Annual General Meetings were held:

Annual General Meetings

Financial Year Date Time Location
2019-2020 27/09/2020 04:00 P.M. Deemed to held at Regd. Office, Kumud Apt., Kalyan
2018-2019 27/08/2019 04:00 P.M. At Regd. Office, Kumud Apt., Kalyan
2017-2018 29/08/2018 04:00 P.M. At Regd. Office, Kumud Apt., Kalyan
(b) Whether Special Resolution were put through postal ballot last year : No
(c) Are votes proposed to be conducted through postal ballot this year : No

38. OTHER DISCLOSURES

a. Subsidiary Companies

The Company has No Subsidiary Companies.

b. Disclosure of Accounting Treatment

In the preparation of financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India along with Indian Accounting Standards under the Companies (Indian Accounting Standards) Rules, 2015 to the extent applicable. The Financial Statements have been prepared on their historical cost convention and in accordance with the normally the normally accepted accounting principles on accrual basis.

c. Detail of Complaints:

No. of Shareholders Complaints received during the year One
No. of Complaints resolved to the satisfaction of shareholders Nil
No. of pending share transfer One

39. MEANS OF COMMUNICATION

1. Quarterly Results:

The Company has submitted Audited and Un-audited Quarterly Results to the Bombay Stock Exchange.

2. Newspapers wherein normally published: Free Press Journal, Mumbai, Nav Shakti, Active Times and Mumbai Lakshwadeep, Mumbai

3. Whether Management Discussion & Analysis Report is a part of Annual Report: Yes

40. GENERAL SHAREHOLDER INFORMATION

(a) AGM DATE, TIME AND VENUE : Annual General Meeting will be held on Wednesday, 01st September, 2021 through Video Conferencing ("VC")/Other Audio Visual Means ("OAVM") at 04:00 p.m.

(b) FINANCIAL CALENDAR FOR 2020-2021

Tentative Schedule

Un-audited Results for quarter ending June 30, 2021 upto 14th August, 2021
Un-audited Results for quarter ending September 30, 2021 upto 14th November, 2021
Un-audited Results for quarter ending December 31, 2021 upto 15th February, 2022
Audited Annual Results for the year ending March 31, 2022 upto 30th May, 2022

(c) DATE OF BOOK CLOSURE AND RECORD DATE :

Share Transfer Register will be closed from 26th August, 2021 to 01st September, 2021 (both days inclusive) and Record Date will be 25th August, 2021

(d) Dividend payment date: Not Applicable

(e) Companys Shares are listed in Bombay Stock Exchange

(f) Stock Code: 506365

(g) MARKET PRICE DATA: HIGH, LOW DURING EACH MONTH IN LAST FINANCIAL YEAR (2020-2021)

Month

BSE Price (Rs.)

High Low
April, 20 6.19 5.45
May, 20 7.50 6.49
June, 20 7.13 6.78
July, 20 6.90 6.90
August, 20 9.13 7.24
September, 20 19.81 9.13
October, 20 23.05 17.65
November, 20 17.95 14.20
December, 20 26.30 14.20
January, 21 35.70 27.60
February, 21 28.35 21.65
March, 21 21.60 17.85

(h) REGISTRAR AND SHARE TRANSFER AGENT

The Registrar and Share Transfer Agent of the Company is Purva Sharegistry (India) Private Limited (SEBI Reg. No. - INR000001112) for handling and dealing with all aspects of investor servicing relating to shares in both physical and demat form.

The Contact Details of our Registrar and Share Transfer Agents are as follows

Purva Sharegistry (India) Private Limited

Unit No. 9, Shiv Shakti Ind. Estate,

J. R. Boricha Marg, Lower Parel (East), Mumbai - 400011 Tel No. - (022) 23012518 Email Id - support@purvashare.com

(i) SHARE TRANSFER SYSTEM WITH NUMBER OF SHARES TRANSFERRED

Shares transfers in physical form are registered and returned within a period of 15-20 days from the date of receipt, in case documents are completed in all respects. The Stakeholders Relationship Committee meets periodically. The total numbers of shares transferred during the financial year under review were as below:

Particulars No. of cases No. of shares
Transfer 0 0
Other cases 0 0
Deletion 1 100
Transmission 0 0
Total 1 100

(j) Dematerialization of shares and liquidity: Yes

(k) Outstanding GDRs/Warrants, Convertible Bonds, conversion date and its impact on equity: Nil

(l) DISTRIBUTION OF SHARES AS ON 31/03/2021

No. of Shares No. Shareholders % of Holding
Up to 5000 5721 96.17
5001-10,000 150 2.52
10,001-20,000 50 0.84
20,001-30,000 8 0.14
30,001-40,000 2 0.03
40,001-50,000 5 0.08
50,001-1,00,000 7 0.12
Above 1,00,001 6 0.10
Total 5949 100.00

(m) DISCLOSURE IN REGARD TO SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Information as per Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company can be obtained by an interested shareholder by submitting a written request to the Company Secretary. This practice is followed as per the provisions of Section 136 (1) of the Act. Thus, the Report and the Accounts are being sent to all shareholders, excluding the information on employees particulars under Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(n) DISCLOSURE OF ACCOUNTING TREATMENT

The Company has followed the Companies (Accounting Standards) Amendment Rules, 2016 and amended Accounting Standards prescribed by the Institute of Chartered Accountants of India (ICAI) along with Indian Accounting Standards under the Companies (Indian Accounting Standards) Rules, 2015 while preparing Financial Statements of the Company.

(o) REDRESSAL OF SHAREHOLDERS GRIEVANCE

The Shareholders of the Company can send their complaints/grievances to either the address of Registered Office as mentioned above or to the Registrar and Share Transfer Agents or to the Corporate Office of the Company which is following:

Chemo Pharma Laboratories Limited

03rd Floor, Empire House, 214, Dr. D. N. Road, Mumbai - 400 001.

You can also post your query to our Email Address i.e. chemopharmalab@gmail.com

41. POSTAL BALLOT

There were no resolutions passed through Postal Ballot Mode.

42. ANNUAL LISTING FEES

Pursuant to Regulation 14 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has paid the Listing Fees for the period 01/04/2020 - 31/03/2021.

Further, the Company has paid Annual Custody Fees for the financial year 2020-21 to both the depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) within the stipulated time.

43. ENHANCING SHAREHOLDERS VALUE

Our Company believes that its Members are among its most important stakeholders. Accordingly, our Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Our Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socioeconomic and environmental dimensions and contribute to sustainable growth and development.

44. CAUTIONARY STATEMENT

Statements in the Board Report and the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed in the statement. The Company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned not to place undue reliance on these forward looking statements that speak only as of their dates.

45. ACKNOWLEDGEMENT

The Directors of the Company are thankful to the Central and State Government Departments for their continued guidance and Co-operation. The Directors also gratefully to all valuable stakeholders of the Company viz. customers, Members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

BY ORDER OF THE BOARD OF DIRECTORS
FOR CHEMO PHARMA LABORATORIES LIMITED
Sd/-
ASHOK SOMANI
Place: Mumbai DIRECTOR & CFO
Date : 28th May, 2021 (DIN - 03063364)

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