Colinz Laboratories Ltd Directors Report

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Jul 23, 2024|02:08:00 PM

Colinz Laboratories Ltd Share Price directors Report

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

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