Colinz Laboratories Ltd Directors Report

Your Directors have pleasure in presenting their 38^th Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2024.

1) FINANCIAL RESULT (Rs. In Lacs)

Particulars	Year Ended 31.03.24	Year Ended 31.03.23
	Rs.	Rs.
Total Revenue	730.46	732.70
Total Expense	665.43	672.72
Profit before tax	65.03	59.98
Tax expense	(16.36)	(14.24)
Profit for the year	48.67	45.74
Add: Other Comprehensive income	32.30	(0.57)
Total Profit/(Loss) After tax & OCI	80.97	45.17
Balance brought forward of the previous year	272.11	226.94
Balance carried to balance sheet	353.08	272.11

2) OPERATIONAL REVIEW:

During FY 2023-2024 consumer demand for MSME particularly, remained muted in general for all items. which included the medicines also. Surprisingly on the top of it, the pressure of cost/inflation, in all inputs went up substantially.

Central bank of various Companies including that of India continued to hold on to the tight monetary policies.

In spite of all these, the total revenue of your Company during FY 2023-24 stood at Rs. 730.46 Lacs compared to Rs. 732.70 Lacs during FY 2022-23. The Revenue from operations stood at Rs. 702.96 Lacs (Net of GST) and the Income by way of Interest received and dividend received was Rs. 27.50 Lacs.

During the year under review;

1) Profit before tax stood at Rs. 65.03 Lacs compared to 59.98 Lacs in the corresponding previous year.

2) Net profit after providing for taxes and adjustment of differed tax credit stood at 48.67 Lacs. (Previous year Rs. 45.74 Lacs)

3) Other Comprehensive Income stood at Rs.32.30 Lacs.

4) Carried to Balance Sheet: Rs. 80.97 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, 2024, was Rs 251.91 Lacs. During the year under review your Company has not issued any shares to public, rights, preferential including Sweat equity, ESOP and/or convertible debentures.

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 made any investments, 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 Company’s 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:

Retirement by rotation and subsequent reappointment. Mr. N K Menon (DIN -01111297), Director of the Company is liable to retire by rotation at the ensuing

Annual General Meeting ("AGM") pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and being eligible offers himself for re-appointment. Appropriate resolution for his reappointment is being placed for the approval by the Members of the Company at the ensuing AGM.

A brief profile of Mr. N K Menon and other related information is detailed in the Notice convening the 38th AGM of your Company.

The Board considered the said re-appointment is in the interest of the Company and hence recommend the same to the Members for approval. Appointment/ Reappointment of Non-Executive Independent Directors.

Mr. Vasant K Bhat (DIN - 00916469) and Mr. A. Krishna Kumar (DIN - 02493399) would cease to be Independent Directors of the Company w.e.f. 30th September, 2024 owing to completion of their second term as Independent Directors which was approved by the members in the 33rd Annual General Meeting held on 24^th September, 2019.

We would like to take this opportunity to express our sincerest thanks to CA Mr. Vasant Bhat and Mr. A Krishna Kumar our Independent Directors who served the Board diligently for a period of 10 years. We once again appreciate their valuable contribution to the Company and their commitment in guiding the Company.

Pursuant to Section 149, 150, 152, 161 of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b), 17 & 25 of the SEBI Listing Regulations, 2015, the Board of Directors at their Meeting held on 8th August, 2024, based on the recommendation of the Nomination and

Remuneration Committee (‘NRC’), appointed CA Mr. Bhavik Ashokkumar Shah (DIN - 09605363) and Mr. Baptist Bernard Dias (DIN - 00854083) as Additional Non-Executive Independent Directors of the Company for a term of 5 (five) consecutive years w.e.f. 8th August, 2024 up to 7th August, 2029 (both days inclusive), subject to the approval of the Members of the Company.

The Board of Directors recommended the aforesaid appointment for approval of Members by way of Special Resolution. In the opinion of the NRC and the Board, CA Mr. Bhavik Ashokkumar Shah (DIN - 09605363) and Mr. Baptist Bernard Dias (DIN - 00854083) possesses requisite experience, expertise, and holds high standards of integrity and have also 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 4 Board Meetings and 4 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 arm’s 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 Company at : www.findoc-cll.in.

16) SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

17) RISK MANAGEMENT

The Company in accordance with the provisions of the Act has adopted a Risk Management Policy. The Company has identified the risks impacting the business and formulated policies for mitigation of risks.

The Company has constituted a business risk management committee under the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

For the key business risks identified by the Company, please refer to the Management Discussion and Analysis annexed to this Report.

18) 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 at : www.findoc-cll.in.

19) 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.

20) 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 Company’s 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.

21) 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.

22) STATUTORY AUDITORS:

M/s. Vora & Associates, Chartered Accountants, FRN. 111612W, the auditors of the Company, have been appointed for a period of 5 years in the 36^th AGM to hold office until the conclusion of 41^st AGM.

23) 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.

24) 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).

25) 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 for FY 2023-24 is annexed herewith as "Annexure A".

26) INTERNAL AUDIT:

Internal Audit is conducted by Mr. Ramachandra P. Iyer. For FY-2023-24.

27) COST AUDIT:

The provision of Cost Audit Report is not applicable to the Company.

28) ANNUAL RETURN:

The Annual Return of the Company has been placed on the website of the company and can accessed at the

Company’s website at www.findoc-cll.in.

29) 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.

30) 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.

31) 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.

32) 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).

33) 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 2024 total 73.10 % of the equity share of the company has been dematerialized.

34) 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 31-03-2024 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.

35) 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.

36) KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act, the following were the KMPs of the Company as on 31^st March, 2024.

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

37) 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 2024-25.

38) 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.

39) 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.

40) FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign exchange earnings or out flow

41) COMPANY’S POLICY RELATING TO DIRECTORS’

APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Board has duly approved and adopted a policy viz.

"Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees" recommended by the Nomination and Remuneration Committee relating to appointment of Directors/ Key Managerial Personnel/ other employees, payment of remuneration to directors/ Key Managerial Personnel/ other employees, Directors qualifications, positive attributes, Independence of Directors and other related matters as provided under the Companies Act, 2013. All the remunerations to the directors/ Key Managerial Personnel/ employees are as per the Companies Policy viz. "Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees"

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
Mumbai, 8th August, 2024	COLINZ LABORATORIES LIMITED
	(CIN: L24200MH1986PLC041128)
Registered Office:
A-101, Pratik Industrial Estate
Mulund-Goregaon Link Road,	Dr. Mani L. S.
Bhandup(W), Mumbai - 400 078.	DIN 00825886
	Director
	Mr. N K Menon
	DIN 01111297
	Whole Time Director & CEO