To
The Members of Coral Laboratories Limited
Dear Member(s),
Your Directors have pleasure in presenting their Forty-First (41st) Annual Report and
the Audited Financial Statements for the year ended March 31, 2023.
FINANCIAL SUMMARY AND HIGHLIGHTS:
Standalone financial highlights of the company based on Indian Accounting Standards
(Ind AS) for FY 2022-2023 (i.e., from 1 April 2022 to 31 March 2023) compared to the
previous financial year is as under:
|
|
(Rs. in Lacs) |
Particulars |
2022-2023 |
2021-2022 |
Income |
8501.35 |
8042.44 |
Expenditure |
7682.56 |
6952.81 |
Earnings before Tax |
818.80 |
1089.63 |
Provision for Tax |
182.00 |
275.00 |
Provision for Deferred Tax |
(3.93) |
6.00 |
Less: Income Tax Adjustments of earlier years |
(3.81) |
(95.94) |
Earnings after Tax |
644.54 |
904.57 |
Other Comprehensive Income (net of tax) |
(770.04) |
1036.41 |
Total Comprehensive Income |
(125.50) |
1940.98 |
Add: IND-AS Adjustment |
- |
- |
Add: Balance Brought forward |
14827.53 |
12886.55 |
Less: Dividend Paid (including Dividend Distribution tax) |
- |
- |
Deferred tax liability |
- |
- |
Balance carried forward to Balance Sheet |
14702.04 |
14827.53 |
PERFORMANCE:
Our Company continues to operate only in one segment i.e., pharmaceuticals and there is
no change in the nature of business of the Company. During the year under review, the
company posted Revenue of Rs. 8501.35 lacs as compared to previous year Rs. 8042.44 lacs.
The earnings after tax stood at Rs. 644.54 lacs as compared to Rs. 904.57 lacs during the
previous year.
TRANSFER TO RESERVES:
Your Company does not propose to transfer any amount to the general reserve.
STATE OF AFFAIRS:
During the year under review, your Company enjoyed a cordial relationship with workers
and employees at all levels.
CHANGE IN NATURE OF BUSINESS, IF ANY:
The Company operated in a single segment i.e., Pharmaceuticals. During the year, there
was no change in the nature of business of the Company.
DIVIDEND:
The Directors of the Company have decided to conserve the resources and no dividend is
being recommended.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the company
have occurred between the end of the financial year of the company to which the financial
statement relate and the date of the report.
HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
Your Company does not have any Holding, Subsidiaries, Joint Venture or Associate
Companies.
EXTRACT OF ANNUAL RETURN:
In accordance with the Companies Act, 2013, the annual return in the prescribed format
is available at website link https://corallab.com/Investors.aspx
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year 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 the interest of the company at
large. Thus, we can conclude there was no materially significant Related Party Transaction
made by the company during the year under review, except transactions which happen in
ordinary course of business.
Transactions with related parties entered by the Company in the normal course of
business are periodically placed before the Audit Committee for its omnibus approval and
the particulars of contracts entered during the year as per Form AOC-2 is enclosed as "Annexure
[I]".
The Company has adopted a RPT policy, to regulate transactions between the Company and
its Related Parties, in compliance with the applicable provisions of the Companies Act
2013, the Rules there under and the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015. This Policy is available on the website of the Company at
www.corallab.com
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of loans, guarantees and investments covered under Section 186 of the Companies
Act, 2013, along with the purpose for which such loan or guarantee was proposed to be
utilized by the recipient, form part of the notes to the financial statements provided in
this annual report.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant/material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status of your Company and its operations in future.
SHARE CAPITAL:
EQUITY SHARE CAPITAL:
The Authorised Share Capital of the company is Rs. 10,00,00,000/- and the Paid-up
Equity Share Capital as on March 31,2023, is at Rs. 3,57,26,000/-. During the year under
review, the Company has not altered its Share Capital nor issued shares or convertible
securities or shares with differential voting rights nor has granted any stock options or
sweat equity or warrants.
PUBLIC DEPOSIT:
Your Company has neither accepted nor renewed any deposits covered under Chapter V of
the Companies Act, 2013 and other applicable provisions, if any, and the necessary rules
made there under during the year ended March 31, 2023.
DEMATERIALIZATION:
The Equity shares of the Company can be held in dematerialized form. The Company has
signed the tripartite agreement with National Securities Depository Limited and Central
Depository Services (India) Limited and Link Intime India Private Limited, Registrar &
Transfer Agent for dematerialization of existing holding of the shareholders.
Further as per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and
further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018,
requests for effecting transfer of securities (except in case of transmission or
transposition of securities) shall not be processed from April 1, 2019, unless the
securities are held in the dematerialized form with the depositories. Therefore,
shareholders are requested to take action to dematerialize the Equity Shares of the
Company to eliminate all the risks associated with physical shares, promptly.
The International Securities Identification Number allotted to the Company is INE683E01017.
The equity shares of the Company are listed at BSE Limited (BSE).
LISTING WITH STOCK EXCHANGES:
The Equity Shares of the Company continue to be listed at BSE Limited. The scrip code
number of the Equity shares of the Company on BSE is 524506. The Company confirms that it
has paid up to date listing fees to BSE Limited.
Your Company has also been enlisted in the SEBI compliant redressal system (SCORES)
enabling the investors to register their complaints if any for speedy redressal.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A detailed report on the Management Discussion and Analysis in terms of Regulation
34(2)(e) read with Schedule V Part B of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is enclosed as a part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:
The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013, read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 are attached as "Annexure
[II]" to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Company is committed to good corporate citizenship. As a part of its corporate social
responsibility, the Company continues to undertake a range of activities for the welfare
of the society. The CSR policy of the Company is placed on the website of the
www.corallab.com
During the year under review, the Company was supposed to spent Rs. 22,78,651/- (2% of
the average net profits of last three financial years) towards Corporate Social
Responsibility (CSR) activities. In compliance with Section 135 of the Act, the Company
has undertaken CSR activities, projects, programs, excluding activities undertaken in
pursuance of its normal course of business.
During the year under review the Company has spent Rs. 22,78,651/- of the average
qualifying net profits of last three financial years) on CSR activities on projects
qualifying as per Section 135 of the Act, duly approved by the CSR Committee of the Board.
The salient features of the CSR Policy and details of activities as required under
Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in "Annexure
[III]" of this report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please
refer to the Corporate Governance Report, which is a part of this report. The CSR policy
is available on website of the Company: www.corallab.com
CORPORATE GOVERNANCE:
Your Company has taken adequate steps to ensure compliance with the provisions of
Corporate Governance, as prescribed under the Listing Regulations. A detailed report on
the Corporate Governance systems and practices of the company has been enclosed as a part
of this Annual Report.
The Certificate from the M/s. SARK & Associates LLP, Company Secretaries
(Erstwhile SARK & Associates, Company Secretaries) confirming the compliance with the
conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is also included as a part of this report.
NUMBER OF MEETING OF THE BOARD OF DIRECTORS:
Your Board of Directors has duly met 6 (Six) times during the financial year 2022-2023
i.e., on May 27, 2022, July 15, 2022, August 12, 2022, September 26, 2022, November
11,2022 and February 14, 2023 respectively in respect of which proper notices were given
and the proceedings were properly recorded and signed in the Minute Book maintained for
the purpose. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013. Further details can be seen in the Corporate Governance
Report Included in the Annual Report.
NUMBER OF MEETINGS OF AUDIT COMMITTEE:
Audit Committee has duly met 5 (Five) times during the financial year 2022-2023 i.e.,
on May 27, 2022, July 15, 2022, August 12, 2022, November 11,2022 and February 14, 2023
respectively in respect of which proper notices were given and the proceedings were
properly recorded and signed in the Minute Book maintained for the purpose. Further
details can be seen in the Corporate Governance Report Included in the Annual Report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
(i) Changes in Directors and Key Managerial Personnel (KMP):
During the year, there were no major changes in Key Managerial Personnel (KMP) in the
Financial Year 2022-2023:
• Mr. Rajendrasinh Rana (DIN: 09306136), retires by rotation at this Annual
General Meeting and being eligible, seeks reappointment.
• Mr. Girish M Dhameja (DIN: 07798455), retires by rotation at this Annual General
Meeting and being eligible, seeks reappointment.
• AT the Board Meeting dated May 23, 2023, the Board of Directory re-appointed Mr.
Girish M Dhameja (DIN 07798455) as Whole time Director of the company for a further tenure
commencing from 26th May, 2023 to 30th September 2027 subject to shareholders approval at
this Annual General Meeting.
(ii) Constitution of Board of Directors as on March 31,2023, is as follows:
Sr. No. |
Name of Director |
Category |
1 |
Mr. Girish M Dhameja |
Whole Time Director |
2 |
Mrs. Sushma Kadkade |
Non-Executive Director & CFO |
3 |
Mrs. Sheela Kamdar |
Non-Executive Independent Director |
4 |
Mr. Malay Doshi |
Non-Executive Independent Director |
5 |
Mr. Saurabh Shah |
Non-Executive Independent Director |
6 |
Mr. Rajendrasinh Rana |
Non-Executive Director |
(iii) KEY MANAGERIAL PERSONNEL (KMP):
The following are the Key Managerial Personnel of the Company:
1. Mr. Girish M Dhameja-Whole Time Director
2. Mrs. Sushma Kadkade- Chief Financial Officer (CFO)
3. Ms. Ruchi Anjaria- Company Secretary & Compliance Officer
DECLARATION FROM INDEPENDENT DIRECTORS:
In accordance with provisions of section 149 of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, your Company has
received declarations from all the Independent Directors confirming that they meet the
criteria of independence as prescribed under the Section 149 of Companies Act, 2013 and
Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
As per MCA Circular dated October 22, 2019-Companies fifth Amendment in rules
-Companies (Appointment and Qualification of Directors) Rules, 2014, the names of the
Independent Directors Mrs. Sheela Kamdar, Mr. Saurabh Shah and Mr. Malay Doshi are
registered with the databank maintained by the Indian Institute of Corporate Affairs and
qualify online proficiency self- assessment test within 1 year time post registration.
As per MCA Circular dated December 18, 2020- Companies (Appointment and Qualification
of Directors) Fifth Amendments Rules, 2020, Independent Directors were given certain
relaxations namely:
• The time limit to qualify online proficiency self-assessment test has been
increase to "within 2 years" time post registration with data bank maintained by
the Indian Institute of Corporate Affairs. Further extension of 1 year was provided in
subsequent circular.
• Exemption to pass and qualify online proficiency self-assessment was given to
individuals who has served for a total period of not less than three years as on the date
of inclusion of the name in the data bank as director or key managerial personnel, as on
the date of inclusion of his name in the databank, in one or more of the following,
namely: -
(a) listed public company; or
(b) unlisted public company having a paid-up share capital of rupees ten crore or more;
or
(c) body corporate listed on any recognized stock exchange or in a country which is a
member State of the Financial Action Task Force on Money Laundering and the regulator of
the securities market in such member State is a member of the International Organization
of Securities Commissions; or
(d) bodies corporate incorporated outside India having a paid-up share capital of US$ 2
million or more; or
(e) statutory corporations set up under an Act of Parliament or any State Legislature
carrying on commercial activities.
Considering the exemptions given in the MCA Circular dated December 18, 2020, Sheela
Kamdar is exempt to appear and qualify online proficiency self-assessment test, since she
is acting as Independent Director in the Company since 2014, i.e., she was on the Board of
the Company and served as Director of the Company for more than 3 years as on the date of
inclusion of her name in the Data Bank.
Further, Mr. Saurabh Shah and Mr. Malay Doshi were appointed on the Board of the
Company in the year 2019 and 2021 as a result they are not exempted from appearing and
qualifying online proficiency self-assessment test. Both the Directors appeared for online
proficiency self-assessment test and have successfully cleared the exam conducted by
Indian Institute of Corporate Affairs (IICA) within specified timeline and are eligible to
continue as Independent Director of the Company.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and as per SEBI Regulations,
evaluation of all Board members is performed on annual basis. The evaluations of all the
directors, Committees, Chairman of Board and Board as a whole was conducted based on
criteria and framework adopted by the Board.
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual Directors based on the criteria such as the contribution of
the individual Director to the Board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings
etc.
In a separate meeting of independent Directors, performance of Non-Independent
Directors, performance of the board as a whole and performance of the Chairperson was
evaluated, taking into account the views of Executive Directors and NonExecutive
Directors. The same was discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its committees and
individual Directors was also discussed.
The committees are evaluated on certain parameters such as effective discharge of their
roles, responsibilities and advice given to the board for discharging its fiduciary
responsibilities, including adequate and periodical updates to the board on the
committees functioning.
BOARD COMMITTEES:
The Board of Directors have the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
The details of the Board Committees along with their composition as well as changes in
their composition, number of meetings and attendance at the meetings are provided in the
Corporate Governance Report.
NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY:
The Board of Directors has adopted NRC policy which lays down a framework in relation
to remuneration of Directors, Key Managerial Personnel and Senior Management of the
Company.
The Policy broadly lays down the guiding principles, philosophy and the basis for
payment of remuneration to Executive and Non-executive Directors (by way of sitting fees
and commission), Key Managerial Personnel, Senior Management and other employees. The
policy also provides the criteria for determining qualifications, positive attributes and
Independence of Director and criteria for appointment of Key Managerial Personnel /Senior
Management and performance evaluation which are considered by the Nomination and
Remuneration Committee and the Board of Directors while making selection of the
candidates. The above policy has been posted on the website of the Company at
www.corallab.com under investors relations /policies.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your company has an effective internal control and risk - mitigation system, which are
constantly assessed and strengthened with new/revised standard operating procedures. The
Companys internal control system is commensurate with its size, scale and complexities of
its operations. The internal and operational audit is entrusted to M/s. Paresh Vora &
Associates, Chartered Accountant, Internal Auditor for the Financial Year 2022-2023. The
main thrust of internal audit is to test and review controls, appraisal of risks and
business processes, besides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen
them. The Company has a robust Management Information System, which is an integral part of
the control mechanism.
The Audit Committee of the Board of Directors, Statutory Auditors and the Business
Heads are periodically apprised of the internal audit findings and corrective actions
taken. To maintain its objectivity and independence, the internal Audit function reports
to the Chairperson of the Audit Committee.
RISK MANAGEMENT:
Pursuant to section 134(3)(n) of the Companies Act, 2013 & Regulation 21 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is
not required to constitute a risk management committee. Hence it is not applicable to the
Company for the year under review.
At present the company has not identified any element of risk which may threaten the
existence of the company. The Company has adopted Risk Management Policy which has been
posted on the website of the Company: www.corallab.com
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of
your Company is set out in "Annexure [IV]" to this Report.
AUDITORS AND AUDITORS REPORT:
(i) Statutory Auditors:
As the members are aware M/s M. A. Parekh & Associates, Chartered Accountants
(having Firm Registration No: 121973W) were appointed as Statutory Auditors of the Company
by the shareholders at the 39th Annual General Meeting held on September 24, 2021, for a
period of 4 years till the conclusion of the 42nd Annual General Meeting of the Company.
However in terms of Section 139 of the Companies Act, 2013 (the "Act") read
with the Companies (Audit and Auditors) Rules, 2014, a listed company shall not appoint or
re-appoint an audit firm as auditor for more than two terms of five consecutive years and
that the period for which the audit firm has held office as auditor prior to the
commencement of the Act shall be taken into account for calculating the period of ten
consecutive years. However, the said Section further provides a transition period of three
years from the date of commencement of the Act i.e., 1st April 2014 to comply with the
aforesaid requirements.
Further, the Companies (Audit and Auditors) Rules, 2014 contains manner and procedure
of selection and appointment of auditors, which inter alia provides that the Audit
Committee shall consider that whether the qualification and experience of the firm are
commensurate with the size and requirements of the Company. While considering the
appointment, the Audit Committee shall also have regard to any order or pending
proceedings relating to professional matters of conduct against the proposed auditors.
The Auditors Report for the Financial Year 2022-2023 does not contain any
qualification, reservation, or adverse remark. The Auditors Report is annexed along with
financials of the Company.
(ii) Secretarial Auditor:
In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to appoint
Secretarial Auditor, who shall be a Company Secretary in practice, to conduct Secretarial
Audit of the Company.
The Board of Directors at their meeting held on May 27, 2022, based on the consent
received from M/s SARK & Associates, Company Secretaries appointed M/s SARK &
Associates, Company Secretaries, as Secretarial Auditor of the Company for the Financial
Year ended 31st March 2023. M/s. Sark & Associates, Company Secretaries are now M/s.
Sark & Associates LLP Company Secretaries.
The Secretarial Audit Report is annexed herewith as "Annexure [V]" to
this Report.
COMMENTS OFTHE BOARD FOR REMARKS
The Secretarial Audit Report and/or Secretarial Compliance Report does not contain any
qualification, reservation, or adverse remark.
(iii) Cost Auditor:
In accordance with the provisions of Section 148 of the Companies Act, 2013 and the
Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain Cost
Records of the Company. Such accounts and records have been duly maintained by the
Company.
On the recommendation of the audit committee, the board had appointed Ms. Poonam
Dharmesh Shah (Membership no.: 32229) Cost & Management Accountant, a sole proprietor
bearing FRN: 101430 as Cost Auditor of the company to conduct Audit for F.Y. 2023-2024 at
a remuneration of Rs. 2,00,000 plus reimbursement of out-of-pocket expenses at actual and
applicable taxes. The provisions also require that the remuneration of the cost auditors
be ratified by the shareholders. Hence, approval of shareholders is being taken in this
Annual General Meeting.
SECRETARIAL STANDARDS
In terms of Section 118(10) of the Companies Act, 2013, the company complies with
Secretarial Standards 1 and 2, relating to the ‘Meetings of the Board of Directors
and ‘General Meetings respectively as specified by the Institute of Company
Secretaries of India and approved by the Central Government.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the provisions of the Companies Act, 2013, read with IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, declared dividends which
remained unpaid or unclaimed for a period of seven years have been transferred by the
company to the IEPF, which has been established by the Central Government. The
above-referred rules also mandate transfer of shares on which dividend are lying unpaid or
unclaimed for a period of seven consecutive years to IEPF.
The company will issue individual notices to the shareholders whose equity shares are
liable to be transferred to IEPF, advising them to claim their dividend on or before 03rd
November 2023. The details of unpaid/unclaimed dividend will be available on our website:
www.corallab.com.
Hereunder are the details of Dividends paid by the Company and their proposed due dates
and year of transfer of unclaimed/un- encashed dividends to the designated fund of the
Central Government.
Date of Declaration of Dividend |
Dividend for the year |
Proposed due date for transfer to Investor Education and Protection
Fund (IEPF) |
26th September, 2016 |
2015 - 2016 |
3rd November, 2023 |
19th September, 2017 |
2016 - 2017 |
27th October, 2024 |
27th September, 2018 |
2017- 2018 |
4th November, 2025 |
27th September, 2019 |
2018-2019 |
4th November, 2026 |
17th September, 2020 |
2019-2020 |
No dividend was declared during the year |
24th September, 2021 |
2020-2021 |
No dividend was declared during the year |
29th September, 2022 |
2021-2022 |
No dividend was declared during the year |
During the Financial Year 2022-2023, the company has transferred to the Investor
Education and Protection Fund (IEPF) following amount of unclaimed dividends and
corresponding shares thereto as stated below:
Particulars |
Amount of dividend transferred (in Rs.) |
No. of shares transferred |
For the year 2014-2015 |
Rs. 374,652.50/- |
2,227 |
Any corporate benefits accruing on such shares, viz. bonus shares, split etc., shall
also be credited to unclaimed suspense account, for a period of seven years and thereafter
will be transferred by the company to IEPF, in accordance with provisions of section
124(5) and (6) of the Companies Act, 2013 and rules made thereunder.
Any person whose shares and unpaid/unclaimed dividends get transferred to the IEPF may
claim the shares and unpaid/unclaimed dividends from the IEPF in accordance with such
procedure and on submission of such documents as prescribed. The Voting rights on such
shares shall remain frozen till the rightful owner of such shares claims the shares.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(C) of the Companies Act, 2013, Directors of your Company
hereby state and confirm that-
(a) In the preparation of the Annual Accounts for the year ended March 31,2023, the
applicable accounting standards had been followed along with proper explanation relating
to material departures.
(b) The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period.
(c) The Directors 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 had prepared the Annual Accounts on a going concern basis and
(e) The Directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013
and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a Vigil Mechanism for Directors and employees to report genuine
concerns has been established.
The purpose of the "Whistle Blower Policy" is to allow employees to raise
concerns about unacceptable, improper or unethical practices being followed in the
organization. They will be protected against any adverse action and/or discrimination as a
result of such a reporting, provided it is justified and made in good faith. The
complaints can also be addressed to Chairperson of Audit Committee and Chairman in
exceptional cases.
The "Whistle Blower policy" has been uploaded on the website of the Company
at www.corallab.com REPORTING OF FRAUDS:
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12)
of Act and Rules framed thereunder.
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 during day-to-day business operations of the
company. The Company believes in "Zero Tolerance" against bribery, corruption
and unethical dealings/ behavior 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" which forms an Appendix to the Code. The Code has been posted on the
Companys website www.corallab.com.
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 workplace, in business practices and in
dealing with stakeholders. The Code gives guidance through examples of 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.
PREVENTION OF INSIDER TRADING:
Based on the recommendation of the Audit Committee, the Company has adopted a revised
Code of Conduct for the 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 of Directors and the designated employees have confirmed compliance with the
Code. The policy for same has been posted on the website of the company.: www.corallab.com
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:
In order to comply with provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company
has formulated and implemented a policy on prevention, prohibition and redressal of
complaints related to sexual harassment of women at the workplace. All women employees
permanent, temporary or contractual are covered under the above policy. The said policy
has been uploaded on the internal portal of the Company for information of all employees.
An Internal Complaint Committee (ICC) has been set up in compliance with the said Act.
During the financial year 2022-2023, the company has not received any complaints on
sexual harassment and hence no complaints remain pending as of March 31,2023.
ACKNOWLEDGMENT:
Your directors place on record, their sincere appreciation for the steadfast commitment
and highly motivated performance by employees at all levels across the globe, which was
instrumental in sustained performance of the Company. Your directors also sincerely thank
all the stakeholders, business partners, government & other statutory bodies, banks,
financial institutions, analysts and shareholders for their continued assistance,
cooperation and support.
By Order of the Board |
|
For Coral Laboratories Limited |
|
Sd/- |
Sd/- |
Girish M Dhameja |
Sushma Kadkade |
Whole Time Director |
Director & CFO |
(DIN:07798455) |
(DIN:07791735) |
Place: Mumbai |
|
Date: 11th July 2023 |
|
+91-9892691696
