Your Directors have pleasure in presenting their 37th Annual Report
together with the Audited Accounts of the Company for the Year ended March 31, 2023.
1) Financial Result (Rs. In Lacs)
| Particulars |
Current year |
Previous year |
|
2022-23 |
2021-22 |
|
Rs. |
Rs. |
| Total Revenue |
732.70 |
714.50 |
| Total Expense |
672.72 |
666.47 |
| Profit before tax |
59.98 |
48.03 |
| Tax expense |
(14.24) |
(14.10) |
| Profit for the year |
45.74 |
33.93 |
| Add: Other Comprehensive income |
(0.57) |
5.68 |
| Total Profit/(Loss) After tax & OCI |
45.17 |
39.61 |
| Balance brought forward of the |
226.94 |
187.33 |
| previous year |
|
|
| Balance carried to balance sheet |
272.11 |
226.94 |
2) OPERATIONAL REVIEW:
During FY-2023 After the pandemic (COVID I & II) global economy is struggling to
pull itself out of the pandemic triggered shock. In fact, the shock continues to the
nations of the world, in view of the ongoing war between Ukraine and Russia. However,
India is in a better shape with regard to growth due to resilient domestic demand though
soaring interest rate and inflation are affecting certain sectors of the Economy. FY 2023,
(that is 2022-23) was a better year for the Company, registering a marginal growth of 2.5
% in the topline and 35% growth in profit after tax. Consolidated revenue for the
financial year ended 31-03-2023 stood at 732.70 Lacs compared to 714.50 Lacs in the
corresponding previous year. The revenue from operations stood net of GST at Rs. 715..49
Lacs and the income by way of interest received and dividend received was Rs. 17.21 Lacs
During the year under review;
1) Profit before tax stood at Rs. 59.98 Lacs compared to 48.03 Lacs in the
corresponding previous year.
2) Net profit after providing for taxes and adjustment of differed tax credit stood at
45.74 Lacs. (Previous year Rs. 33.93 Lacs)
3) Other Comprehensive Income stood at Rs.(0.57) Lacs.
4) Carried to Balance Sheet: Rs. 45.17 Lacs.
3) DIVIDEND:
The Board regrets its inability to recommend any dividend to plough back the surplus
available and to strengthen the financial resources of the Company.
4)SHARE CAPITAL:
The paid up equity capital as on March 31, 2023, was Rs 251.91 Lacs. During the year
under review your Company has not issued any shares public, rights, preferential including
Sweat equity, ESOP and/or convertible debentures. Company has forfeited 20,51,900 partly
paid up shares of 10/- each during financial year 2022-23(Part paid amount Rs. 5/- each).
5) CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there is no change in the nature of business pursuant to
section 134 of the Companies Act,2013.
6)FINANCE & MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY:
The Company continues to focus on judicious management of its working capital,
receivables, inventories and other working capital parameters. They are kept under strict
check through continuous monitoring. No material changes have occurred and commitments
made, affecting the financial position of the Company.
7) PUBLIC DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014
8)PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013.
9) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined. To maintain its objectivity and independence, the Internal Audit function reports
to the Chairman of the Audit Committee of the Board.
The Board has adopted the procedures for ensuring the orderly and efficient conduct of
its business, including adherence to the Companys policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness
of the accounting record and the timely preparation of reliable financial disclosures.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company. The Audit Committee reviews the
adequacy and effectiveness of the internal control system and suggests improvement to
strengthen the system. It also reviews the quarterly internal Audit Reports submitted by
the Internal Auditors.
10) CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
Not applicable to the Company, since the Company is outside the threshold limit under
the Companies Act, 2013 as amended from time to time.
11) DIRECTORS:
To appoint a Director in place of Dr. Mani L. S. (Din No. 00825886) who retires by
rotation and being eligible offers himself for re-appointment and in this regard pass the
following resolution as an ordinary resolution;
"RESOLVED THAT pursuant to the provision of section 152(6) of the Companies
Act, 2013 Dr. Mani L. S. (Din No. 00825886), who retires by rotation at this meeting be
and is hereby appointed as a Director of the Company, liable to retire by rotation."
b) 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.
12) EVALUATION OF BOARDS PERFORMANCE:
During the year, the Board has adopted a formal mechanism for evaluating the
performance and as well as that of its Committees and Individual Directors including the
Managing Director if any and the Whole Time Director of the Board. The exercise was
carried out by the Independent Directors of the Company through a Structured evaluation
process covering several aspects of functioning of the Board i.e. attendance, contribution
at the meeting and otherwise, independent judgment, safeguarding interest of the minority
stakeholders, composition of Board/Committees, performance of specific duties and
obligations by members of the Board, etc.
13) NOMINATION & REMUNERATION POLICY:
Pursuant to section 178 of the Companies Act 2013, and the rules made thereunder, from
time to time and Regulation 19 of the SEBI Regulations 2015, the Board has constituted the
Nomination & Remuneration Committee. The Nomination & Remuneration Committee
framed a policy for selection and appointment, reappointment, removal, appraisal of
Directors and Senior Management Personnel and their remuneration.
14) MEETINGS OF BOARD OF DIRECTORS AND AUDIT COMMITTEE:
During the year 5 Board Meetings and 5 Audit Committee Meetings and 2 independent
Directors meeting were convened and held, the details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013. Complete details are given in Corporate
Governance Report.
15) RELATED PARTY TRANSACTIONS:
All related party transactions, including agreements/contracts, that were entered into
during the financial year were on arms length basis and were in the ordinary course of
the business. There are no materially significant related party transactions made by the
company with Promoters, Key Managerial Personnel or other designated persons which may
have potential conflict with interest of the company at large.
Prior omnibus approval of the Audit Committee has been obtained on an annual basis for
transactions with related parties which are of a foreseeable and repetitive nature. The
transactions entered into pursuant to the omnibus approval so granted and a statement
giving details of all transactions with related parties are placed before the Audit
Committee for their review on a periodic basis.
The policy on Related Party Transactions, as approved by the Board of Directors, has
been uploaded on the website of the at : www.findoc-cll.in
16) SUBSIDIARY COMPANIES:
The Company does not have any subsidiary.
17) CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the Company. The Company believes in
"Zero Tolerance" against bribery, corruption and unethical dealing/behaviors
of any form and the Board has laid down the directives to counter such acts. The code laid
down by the Board is known as "Code of business conduct".
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and
in dealing with stakeholders. The Code gives guidance through examples on the expected
behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code. All Management Staff were given appropriate training in this regard. The
Code of Conduct in detail is given in our Website.
18) VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Fraud Risk and Management Policy to deal with instances of fraud and
mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained
whilst dealing with concerns and also that no discrimination will be meted out to any
person for a genuinely raised concern.
The Board of Directors has adopted Whistle Blower Policy. The Whistle Blower Policy
aims for conducting the affairs in a fair and transparent manner by adopting highest
standards of professionalism, honesty, integrity and ethical behavior. All permanent
employees of the Company are covered under the Whistle Blower Policy.
19) PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Board of Directors and the designated employees have
confirmed compliance with the Code. Company has installed Structural Digital Database
software as required by SEBI Regulation for (Prohibition of Insider Trading) Regulations,
2015.
20) DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN 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. The detailed report is given in the Reports on Corporate
Governance.
21) STATUTORY AUDITORS:
M/s. Vora & Associates, Chartered Accountants, FRNo. 111612W, the auditors of the
Company, have been appointed for a period of 5 years in the 36th AGM to hold
office until the conclusion of 41st AGM.
22) STATUTORY AUDITORS QUALIFICATIONS/ RESERVATIONS/ADVERSE REMARKS/ FRAUDS REPORTED:
There are no Auditors Qualifications or reservations or adverse remarks on the
financial statements of the Company. The Auditors have not reported any frauds to the
Audit Committee as prescribed under Section 143(12) of the Companies Act, 2013.
23) SECRETARIAL STANDARDS:
The Company has complied with the provisions of secretarial standards of : SS-1(Minutes
of Board of Directors) and SS-2(Annual General Meeting).
24) SECRETARIAL AUDIT AND AUDIT REPORT
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s Sanjay Dholakia & Associates, (CP No. 1798) a firm of Company
Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial
Audit report is annexed herewith as "Annexure A".
25) INTERNAL AUDIT
Internal Audit is conducted by M/s. S. V. Bhat & Co. Chartered Accountants FRN NO.
101298W.
26) COST AUDIT
The provision of Cost Audit Report is not applicable to the Company.
27) ANNUAL RETURN
The Annual Return of the Company has been placed on the website of the company and can
accessed at the
Companys website at www.findoc-cll.in.
28) PARTICULARS OF EMPLOYEES:
There are no employees in receipt of remuneration exceeding the limit as prescribed
under the provisions of Section 197 of the Companies Act, 2013.
29) EMPLOYEE RELATION AND HUMAN RESOURCES:
Industrial/Employee relation during the period under review remained cordial at all
levels. The Company has a structured appraisal system based on key result areas. The HR is
effectively involved in nurturing, enhancing and retaining talent through job
satisfaction, development and training programs etc.
30) CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report, which form an
integral part of this Report, are set out as separate Annexure.
Management Discussion & Analysis: Various business
aspects including market conditions, business opportunities, challenges etc. have been
discussed at length in the Management Discussion and Analysis (MD & A), which forms
part of this Annual Report, as required under SEBI(LODR).
31) DEMATERIALISATION OF SHARES
The Company has entered into agreements with both National Securities Depository
Limited (NSDL) and Central Depository Services Limited (CDSL) whereby the shareholders
have an option to dematerialize their shares with either of the Depository. As on 31st
March 2023 total 72.98 % of the equity share of the company has been dematerialized.
32) DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to
state that:
i) In the preparation of the annual accounts, the applicable accounting standards have
been followed;
ii) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were 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
31-03-2023 and of the profit or loss of the Company for the year under review; iii) 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;
iv) The Directors have prepared the annual accounts, on a going concern basis;
v) 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
vi) The Directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system was adequate and operating effectively.
33) SIGNIFICANT ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
There are no significant material orders passed by the Regulators / Courts /Tribunals
which would impact the going concern status of the Company and its future operations.
34) KEY MANAGERIAL PERSONNEL:
In terms of Section 203 of the Act, the following were the KMPs of the Company as on 31st
March, 2023.
1. Mr. N. K. Menon, Whole-Time Director & CEO
2. CA Mr. Vasant K. Bhat, Independent Director
3. Mr. A. Krishna Kumar, Independent Director
4. Dr. Mani L. S., Director & Company Secretary
5. Mr. Ganesh Chitte , CFO
35) LISTING FEES- BSE
The equity shares of the Company are listed on BSE LTD. The Company has paid
Listing fees to BSE for the year 2023-24.
36) CONSERVATION OF ENERGY: a) Company ensures that the manufacturing operations
are conducted in the manner whereby optimum utilization and maximum possible savings of
energy is achieved. b) No specific investment has been made in reduction in energy
consumption during the year under review. Pharmaceutical formulation industry does not
consume high power. c) As the impact of measures taken for conservation and optimum
utilization of energy are not quantitative, its impact on cost cannot be stated
accurately.
36) TECHNOLOGY ABSORPTION:
Companys products are manufactured by using in-house know how and no outside
technology is being used for manufacturing activities. Therefore, technology absorption is
a continuous process. The Company constantly strives for maintenance and improvement in
quality of its products and entire development activities are directed to achieve the
aforesaid goal.
38) FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there was no foreign exchange earnings or out flow
ACKNOWLEDGEMENT
Company and its Directors wish to extend their sincerest thanks, to the Members of the
Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff
and Work force at all levels for their continuous cooperation and assistance.
|
On behalf of the Board of Directors |
|
Dr. Mani L. S. |
|
DIN 00825886 |
| Mumbai, 31st July, 2023 |
Director & Company Secretary |
| Registered Office: |
|
| COLINZ LABORATORIES LIMITED |
|
| (CIN: L24200MH1986PLC041128) |
|
| A-101, Pratik Industrial Estate |
Mr. N K Menon |
| Mulund-Goregaon Link Road |
DIN 01111297 |
| Bhandup(W), Mumbai - 400 078. |
Whole Time Director & CEO |
+91-9892691696
