Coral Laboratories Ltd Directors Report.
The Members of Coral Laboratories Limited
Your Directors have pleasure in presenting the 37 Annual Report together with the Audited Financial Statements for the year ended 31 March 2019.
The performance during the period ended 31st March 2019 has been as under:
|(Rs. in Lacs)|
|Earnings before Tax||1550.65||1804.94|
|Provision for Tax||500.00||550.00|
|Provision for Deferred Tax||28.99||10.36|
|Less: Income Tax Adjustments of earlier years|
|Earnings after Tax||1021.66||1244.59|
|Other Comprehensive Income (net of tax)||(1192.29)||(311.77)|
|Total Comprehensive Income||(170.63)||932.82|
|Add: IND-AS Adjustment|
|Add: Balance Brought forward||10855.81||10137.99|
|Less: Dividend Paid (including Dividend Distribution tax)||(86.00)||(214.99)|
|Deferred tax liability|
|Balance carried forward to Balance Sheet||10599.18||10855.81|
Your Directors are pleased to recommend dividend for the financial year 2018-2019 on the Equity Shares of the Company of face value of Rs. 10.00/- each at the rate of 20% i.e. Rs. 2/- per equity share of the Company.
During the year under review, the company posted Revenue of Rs. 9623.62 lacs as compared to previous year Rs. 9694.07 lacs. The earnings after tax stood at Rs. 1021.66 lacs as compared to Rs. 1244.59 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.
EQUITY SHARE CAPITAL:
The paid-up Equity Share Capital as at March 31, 2019 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.
CHANGE IN NATURE OF BUSINESS, IF ANY:
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.
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 existing 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 8th, 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 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, 2019.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.
DISCLOSURE IN COMPLIANCE WITH THE ACCOUNTING STANDARD ON RELATED PARTY DISCLOSURES:
As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges, the disclosure in compliance with the accounting standard on related party disclosures are enclosed as a part of 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. 40,22,454/- on its various CSR activities whereas the Company could only spend Rs. 11,00,000/-.
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 [A] 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
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:
Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure [B] to this report.
Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report. 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.
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.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Information required under section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in this report as well attached to Financial Statements.
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.
a. 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.
b. Issue of Sweat Equity Shares:
The Company has not issued any sweat equity share during the financial year under review.
c. 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.
d. 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.
e. 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.
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 [C] which forms an integral part of this Report and is also available on the Companys website viz. www.corallab.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
(i) Changes in Directors and Key Managerial Personnel (KMP):
During the year, there was no change in the Constitution of the Board. Following changes occurred in the Constitution of Board between the end date of financial year and date of this report:
On 10 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 10 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, 28 May,2019, Mrs. Purvi Doshi (DIN: 08451213) was appointed as an Additional Director of the Company w.e.f. 28 May,2019 subject to shareholders approval at the forthcoming 37 Annual general Meeting.
At the Board Meeting dated, 28 May,2019, Mr. Saurabh Shah (DIN: 08451204) was appointed as an Additional Director (Independent) of the Company w.e.f. 28 May,2019 subject to shareholders approval at the forthcoming 37 Annualgeneral Meeting.
Mr. Girish Dhameja (DIN: 07798455), retires by rotation at the forthcoming 37 Annual general Meeting and being eligible, seeks re-appointment.
At the Board Meeting dated, 12 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 subject to shareholders approval at the forthcoming 37 Annual general Meeting
(ii) Constitution of Board of Directors as on 31 March , 2019 is as follows:
|Sr. No.||Name of Director||Category|
|1||Mr. Girish Dhameja||Whole-Time Director|
|2||Mrs. Sheela Kamdar||Independent Director|
|3||Mr. Chetan Doshi||Non-Executive Promoter Director|
|4||Mr. Rajesh Parikh||Independent Director|
|5||Mr. Sanket Mehta||Independent Director|
|6||Mrs. Sushma Kadkade||Non-Executive Director & CFO|
(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
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.
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors 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 performance of the Board was evaluated by the Board after seeking inputs from all the Director son 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.
NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY:
The Board of Directors has adopted revised policy at the Board meeting held on 1 April, 2019 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. Hardik Shah & Associates, a Chartered Accountants firm. 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. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observation and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the internal Audit function reports to the Chairperson of the Audit Committee.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:
The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in Annexure [D] to this Report.
INVESTOR EDUCATION AND PROTECTION FUND(IEPF):
As per the provisions of section 124 & 125 read with rules, unpaid dividends, if any will be transferred to the Investor Education and Protection Fund of the Central Government pursuant to the provisions of Companies Act after completion of seven years from the date of its transfer to unpaid dividend account. Further Ministry of Corporate Affairs has recently notified new Rules namely Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 which have come into force from September 7, 2016. The said Rules, amongst other matters, contain provisions for transfer of all shares in respect of which dividend has not been paid or claimed for seven consecutive years in the name of IEPF Suspense Account. The details of unpaid / unclaimed dividend are 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)|
|27th September, 2012||2011 - 2012||4th November, 2019|
|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||3rrd November, 2023|
|19th September, 2017||2016 - 2017||27th October, 2024|
|27th September, 2018||2017- 2018||4tth November, 2025|
During the Financial Year 2018-2019, 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 2010-2011||Rs. 107411||4110 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 2019, 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.
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.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEES:
Your Board of Directors has duly met 5 (Five) times during the financial year i.e. on 23 May 2018, 8 August 2018, 13 August, 2018, 31 October, 2018 and 5 February 2019 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.
The Audit Committee has duly met 4 (Four) times during the financial year i.e. 23rd May 2018, 13 August, 2018, 31 October, 2018 and 5 February 2019 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.
AUDITORS AND AUDITORS REPORT:
M/s. SPVM & CO., Chartered Accountants, (FRN: 136751W) were appointed as the Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Members held on 19 September, 2017 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.
Their appointment was subject to ratification by the Members at every subsequent AGM held after the AGM held on 19 September, 2017. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.
The Auditors Report for the financial year 2018-19, does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITOR /SECRETARIAL AUDIT REPORT:
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 Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure [E] to this Report.
Certain reservations and observations made in the secretarial audit report with regard to following:
Non-engagement of graduate / technician apprentices as prescribed under The Apprentices (Amendment) Act, 1973, 1986 & 2014.
The Cost Audit Report will be filed within the prescribed period of 180 days from the close of the Financial Year. l Inadequate Contribution towards CSR activities BOARD COMMENTS 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 file the Cost Audit Report within the prescribed time period of 180 days from the close of Financial Year and to contribute adequately towards CSR activities.
The Board of Directors further confirms that, the Company has started complying with the above mentioned suggestion from Financial Year 2019-2020.
In accordance with the with the Clause 3(b)(ii) of SEBI Circular CIR/CFD/CMD1/27/2019 dated 8 February, 2019 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements Regulations), 2015, M/s. Uma Lodha & Co., Practicing Company Secretary issued Annual Secretarial Compliance Report of the Company for the year ended 31st March, 2019. The Report for the financial year 2018-19 does not contain any qualification, reservation or adverse remark.
The Annual Secretarial Compliance Report is annexed herewith as Annexure [F] to this Report.
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.
The Board of Director of Your Company has re-appointed M/s. Ketki D. Visariya & Co.,Cost Accountants, (Firm Registration Number: 00362) to conduct audit of your Companys cost records for the Financial Year 2019-2020 at a remuneration of Rs.60,000/- (Rupees Sixty Thousand only). As required under the provisions of Companies Act, 2013, the remuneration of Cost Auditor as approved by the Board of Directors is subject to ratification by the shareholders at the ensuing Annual General Meeting.
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 Chairman of the Audit Committee has been designated for receiving and recording any complaints under this policy.
Based on the recommendations from Audit Committee, the Existing Vigil Mechanism Policy has been amended and revised policy has been adopted at the meeting held on 5 February, 2019 in order to align with the amendments in Securities and Exchange Board of India (PIT REGULATIONS) Regulations, 2015. The same has been uploaded on the website of the Company at 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 [G].
The Board of Directors of the Company at the Board meeting held on 1 April, 2019 has, on the recommendation of the Audit Committee, adopted a revised 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 was considered and approved by the Board 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.
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 business 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.
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 at the Board meeting held on February 5,2019. 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.
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 2018-19, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31st March, 2019.
We take this opportunity to express our deep sense of gratitude to Securities and Exchange Board of India, Bombay Stock Exchange Limited, Registrar of Companies, National Securities Depository Limited, Central Depository Services (India) Limited, M/s. Link Intime (India) Private Limited, Bankers, Shareholders and other Government Agencies for their continued support.
|By Order of the Board|
|For Coral Laboratories Limited|
|Girish Dhameja||Sushma Kadkade|
|Whole-Time Director||Director& CFO|
|(DIN: 07798455)||(DIN: 07791735)|
|Date: 12 August,2019|