Coral Laboratories Ltd Directors Report.

To

The Members of Coral Laboratories Limited

Dear Member(s),

Your Directors have pleasure in presenting the 38th Annual Report together with the Audited Financial Statements for the year ended 31st March 2020.

FINANCIAL SUMMARY AND HIGHLIGHTS:

Standalone financial highlights of the company based on Indian Accounting Standards (Ind AS) for FY 2020 (i.e. from 1 April 2019 to 31 March 2020) compared to the previous financial year is as under:

(Rs. in lacs)

Particulars 2019-20 2018-19
Income 7647.12 9623.62
Expenditure 6735.42 8072.97
Earnings before Tax 911.70 1550.65
Provision for Tax 250.00 500.00
Provision for Deferred Tax (51.33) 28.99
Less: Income Tax Adjustments of earlier years -
Earnings after Tax 713.03 1021.66
Other Comprehensive Income (net of tax) (436.77) (1192.29)
Total Comprehensive Income 276.26 (170.63)
Add: IND-AS Adjustment -
Add: Balance Brought forward 10599.18 10855.81
Less: Dividend Paid (including Dividend Distribution tax) (86.14) (86.00)
Deferred tax liability -
Balance carried forward to Balance Sheet 10789.31 10599.18

DIVIDEND:

The Directors of the Company have decided to conserve the resources and no dividend is being recommended.

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.7647.12 lacs as compared to previous year Rs. 9623.62 lacs. The earnings after tax stood at Rs.713.03 lacs as compared to Rs. 1021.66 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 cordial relationship with workers and employees at all levels.

CHANGE IN NATURE OF BUSINESS, IF ANY:

The Company operated into single segment i.e. Pharmaceuticals. During the year, there was no change in the nature of business of the Company.

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:

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section134(3) and 92(3) of the Act, is annexed as “Annexure [I]” which forms an integral part of this Report and is also available on the Companys website viz. www.corallab.com.

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 interest of the company at large.

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 [II]”.

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), Regulation, 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:

a. Equity Share Capital:

The paid-up Equity Share Capital as at March 31, 2020 stood at Rs. 357,26,000/-. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants

b. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (share capital and debentures) Rules, 2014.

c. Issue of Sweat Equity Shares:

The Company has not issued any sweat equity share during the financial year under review.

d. Issue of Equity Shares with Differential Rights:

The Company has not issued any Equity Shares with differential voting rights during the financial year as per Rule 4(4) of Companies (Share capital and debentures) Rules, 2014.

e. Issue of Employee Stock Option:

The company has not issued any employee stock option during the financial year as per Rule 12 of Companies (Share Capital and Debentures) Rules, 2014.

f. Issue of Equity Shares without Differential Rights:

The Company has not issued any Equity Shares without Differential Rights during the financial year as per Rule 12 of Companies (Share Capital and Debentures) Rules, 2014.

PUBLIC DEPOSIT:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 and other applicable provisions, if any, of the Companies Act, 2013 and the necessary rules made there under during the year ended 31st March, 2020.

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 continues 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 new 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 of the Listing Regulations 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 [III]” 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 including preventive healthcare. 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. 38,96,120/- on its various CSR activities whereas the Company could only spend Rs. NIL/-.

However, Company has spent Rs.69,55,611 on CSR Activities during the year which was to be spent for past three years. During the year, the Companys spend on the CSR activities has been less than the limits prescribed under Companies Act, 2013 as the Company was identifying the right avenue. The CSR activities are scalable with few new initiatives that may be considered in future and moving forward the Company will endeavor to spend the complete amount on CSR activities in accordance with the statutory requirements.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in “Annexure [IV]” 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:

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. Uma Lodha & Co. Practicing Company Secretaries confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included as a part of this report.

NUMBER OF MEETING OF THE BOARD OF DIRECTORS:

Your Board of Directors has duly met 5 (Five) times during the financial year i.e. on 1st April,2019, 28th May, 2019, 12th August, 2019, 12th November, 2019 and 12th February 2020 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 Annual report.

NUMBER OF MEETINGS OF AUDIT COMMITTEE:

Audit Committee has duly met 5 (Five) times during the financial year i.e. on 1st April,2019, 28th May, 2019,12th August, 2019, 12th November, 2019 and 12th February 2020 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 Annual report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

(i) Changes in Directors and Key Managerial Personnel (KMP):

During the year, the Constitution of the Board underwent a change. The changes are as follows:

On 10th April, 2019, Mr. Chetan Doshi (DIN: 00319134), Chairman and Non-executive Director of the Company vacated the office as per Section 167 due to disqualification u/s 164 of the Companies Act,2013.

On 10th April, 2019, Mr. Rajesh Parikh (DIN: 02527339), Independent Director of the Company vacated the office as per Section 167 due to disqualification u/s 164 of the Companies Act, 2013.

At the Board Meeting dated, 28th May,2019, Mrs. Purvi Doshi (DIN: 08451213) was appointed as an Additional Director of the Company w.e.f. 28th May,2019 and her appointment was duly regularized as Director of the Company at the 37th Annual General Meeting of the Company held on 27th September, 2019.

At the Board Meeting dated, 28thMay,2019, Mr. Saurabh Shah (DIN: 08451204) was appointed as an Additional Director (Independent) of the Company w.e.f. 28th May, 2019 subject to shareholders approval at the forthcoming 37th Annual general Meeting. He was duly appointed as independent Director of the Company at the 37th Annual General Meeting of the Company held on 27th September, 2019.

At the Board Meeting dated, 12th August, 2019, Board of Directors proposed re-appointment of Mrs. Sheela Kamdar as an Independent Director of the Company for a second term of five consecutive years. Shareholders at the 37th Annual General Meeting of the Company held on 27th September, 2019 approved her re-appointment as an independent Director of the Company for the Second term commencing from 29th September, 2019 to 28th September, 2024.

At the Board Meeting dated, 20th May 2020, Board of Directors re-appointed Mr. Girish Dhameja as Whole time Director of the Company for a further period of Three(03) years w.e.f. 26th May 2020, which is subject to the consent of Shareholders in this Annual General Meeting of the Company

Mrs. Sushma Kadkade, retires by rotation at this Annual general Meeting and being eligible, seeks re-appointment.

(ii) Constitution of Board of Directors as on 31st March, 2020 is as follows:

Sr. No. Name of Director Category
1 Mr. Girish Dhameja Whole-Time Director
2 Mrs. Purvi Doshi Non-Executive Director
3 Mrs. Sushma Kadkade Non-Executive Director & CFO
4 Mrs. Sheela Kamdar Non-Executive Independent Director
5 Mr. Sanket Mehta Non-Executive Independent Director
6 Mr. Saurabh Shah Non-Executive Independent Director

(iii) KEY MANAGERIAL PERSONNEL (KMP):

The following are the Key Managerial Personnel of the Company:

1. Mr. Girish Dhameja Whole-Time Director

2. Mrs. Sushma Kadkade- Chief Financial Officer (CFO)

3. Ms. Nirali Mehta- Company Secretary & Compliance officer (upto 11th June, 2020)

4. Ms. Ruchi Anjaria- Company Secretary & Compliance officer (w.e.f. 23rd July, 2020)

DECLARATION OF INDEPENDENCE:

In accordance with provisions of section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), 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), 2015.

As per MCA Circular dated 22nd October, 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. Sanket Mehta are registered with the databank maintained by the Indian Institute of Corporate Affairs and they are yet to give their exams for online proficiency self-assessment test as they have 1 year time post registration.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and as per Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements Regulations), 2015, the Board of Directors has carried out an annual evaluation of the performance of its own, Board committees and Independent Directors.

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 Non- Executive 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 a 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. Pinkesh Jain, Chartered Accountant. 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 the same. 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 [V]” to this Report.

AUDITORS AND AUDITORS REPORT:

(i) Statutory Auditors:

As the members are aware M/s. SPVM & CO., Chartered Accountants, (FRN: 136751W) were appointed as Statutory Auditors of the Company by the shareholders at the Annual General Meeting held on 19th September, 2017 for a period of five years commencing from the conclusion of 35th AGM till the conclusion of the 40th AGM of the Company.

However, M/s. SPVM & CO., Chartered Accountants, (FRN: 136751W) have resigned from the position of the Statutory Auditors of the Company. This has resulted into Casual Vacancy in the office of Statutory Auditors of the Company as stipulated by section 139(8) of Companies Act 2013 (“The Act”). The Casual Vacancy caused by the resignation of the Auditors can be filled by the Board subject to the approval of the members within 3 months from the recommendation of Board.

The Board of Directors at their meeting held on 19th June,2020 appointed M/s. M. A. Parekh & Associates, Chartered Accountants (having Firm Registration No: 121973W) to fill the casual vacancy created due to Resignation of M/s. SPVM & CO., Chartered Accountants, (FRN: 136751W),which also requires approval of shareholders in three months from the recommendation of Board.

Hence, Board of Directors recommends to shareholders of the company in this Annual General meeting to approve the appointment of M/s. M. A. Parekh & Associates, Chartered Accountants (having Firm Registration No: 121973W) as a statutory auditor of the Company to fill the casual vacancy created due to Resignation of M/s. SPVM & CO., Chartered Accountants, (FRN: 136751W), whose period shall be till Conclusion of next Annual General Meeting.

M/s. M. A. Parekh & Associates, Chartered Accountants (having Firm Registration No: 121973W) located at “543, Kalbadevi Road, Ravindra House, 2nd Floor, Near Metro, Mumbai 400002 have conveyed their consent to be appointed as Statutory Auditor of the Company along with a confirmation that their appointment, if made, by the members, would be within the limits prescribed under Companies Act 2013.

The Auditors Report for the financial year 2019-20, does not contain any qualification, reservation or adverse remark. The Auditors report is annexed along with financials of the Company.

(I) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s Uma Lodha & Co., Practicing Company Secretaries to conduct the Secretarial Audit of your Company for the financial year 2019-20. The Secretarial Audit Report is annexed herewith as “Annexure [VI]” to this Report.

Based on the consent received from M/s Uma Lodha & Co., Practicing Company Secretaries, and on the recommendations of the audit committee, the board has appointed her as the secretarial auditor of the company for financial year 2020-2021.

COMMENTS OF THE BOARD FOR REMARKS

The Secretarial Audit Report and/or Secretarial Compliance Report contains qualification, reservation or adverse remark and is self-explanatory and thus does not require any further Clarifications/comments except to contribute adequately towards CSR activities and non compliance regarding Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

The Board of Directors further confirms that, the Company has started complying with the above mentioned suggestion from Financial Year 2020-2021.

(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 has appointed M/s. Jitendrakumar& Associates, Cost & Management Associates (Firm Registration No. 101561) as cost auditors of the company for the financial year 2020-2021 at a remuneration of RS.1,30,000 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 5thNovember, 2020. 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)
28th September, 2013 2012 2013 5th November, 2020
29th September, 2014 2013 2014 6th November, 2021
16th September, 2015 2014 2015 24th October, 2022
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

During the Financial Year 2019-2020, 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 No. of shares transferred
(in Rs.)
For the year 2011-2012 Rs. 166,576.50 1,230 Shares

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 31st March 2020, 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 had 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 had 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 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.

PREVENTION OF INSIDER TRADING:

Based on the recommendation of the Audit Committee, the Company has adopted a revised 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.

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 either 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 2019-20, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31st March, 2020.

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 Dhameja Sushma Kadkade
Whole-Time Director Director& CFO
(DIN: 07798455) (DIN: 07791735)
Place: Mumbai
Date: 23/07/2020