kamron laboratories ltd share price Directors report

Dear Members/Shareholders,

Your Directors present the 35th ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2022-23 ended 31st March, 2023.

1. FINANCIAL RESULTS:

(Rs. In Lakh)

Particulars	2022-23	2021-22
Profit/ Loss before Interest, Depreciation & Taxation	19.84	(11.19)
Less: Interest/ Finance Cost	-	0.74
Profit/ (Loss) before Depreciation & Taxation	19.84	(11.93)
Less: Depreciation & amortisation	8.75	35.01
Profit/ (Loss) before Taxations exceptional items	11.09	(46.94)
Less: Profit/ (Loss) from Exceptional items	(434.50)	114.14
Less: Current Tax	-	0.01
(Add): Deferred tax	-	(4.59)
(Loss)/ Profit after Tax	(423.41)	71.78

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1st April, 2023 as and date of this report.

2. DIVIDEND:

In view of losses, the Board of Directors has not recommended any dividend on the Equity Shares for the year under review.

3. OPERATIONS:

The revenue from Operations during the financial year 2022-23 under review stood at Rs. NIL compared to Rs. 73.66 Lakh during FY 2021-22. The Company has completely discontinued its business operations during the financial year under review.

The Companys Profit before Interest, Depreciation & Taxation of Rs. 19.84 Lakh during the financial year 2022-23 under review compared to loss of Rs. 11.19 Lakh during FY 2021-22. The Profit before Depreciation & Taxation for the financial year 2022-23 was Rs.19.84 Lakh compared to Loss of Rs.11.93 Lakh during FY 2021-22. During the financial year 2022-23 under review, the Loss after giving effect of exceptional items and Tax expenses stood at Rs.423.41 Lakh compared to Net Profit of Rs.71.78 Lakh during FY 2021-22.

4. LISTING:

The Equity Shares of the Company are listed on BSE Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid listing fees up to the financial year 2023-24.

5. SHARE CAPITAL:

The paid up Share Capital of the Company as on 31st March, 2023 was Rs. 585 Lakh consisting of 58,50,000 equity shares of Rs. 10/- each fully paid up. As on 31st March, 2023, the Company has not issued shares with differential voting rights nor granted stock options nor do sweat equity and none of the Directors of the Company hold any convertible instruments.

6. RESERVES:

Your Company does not propose to transfer any amount to general reserve.

7. DIRECTORS:

7.1 One of your Directors viz. Ms. Ranak J. Laskari (DIN- 00461265) retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers herself for re-appointment.

7.2 The Board of Directors duly met 6 times during the financial year 2022-23 under review.

7.3 The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act.

7.4 In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Amendment Rules, 2019 the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar(IICA).

7.5 Brief profile of the Directors being appointed and re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings and the justification for appointment/reappointment of Independent Directors are provided in the notice for the forthcoming AGM of the Company.

7.6 FORMAL ANNUAL EVALUATION:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

7.7 DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That 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 31st March, 2023 being end of the financial year 2022-23 and of the loss of the Company for the year;

(iii) That the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors had prepared the annual accounts on a going concern basis.

(v) The Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7.8 With respect to the loans advanced by the Directors to the Company, the Company has received necessary declarations from Directors that the said loan is not given out of funds acquired by them by borrowing or accepting loans or deposits from others.

8. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

9. MANAGERIAL REMUNERATION:

REMUNERATION OF DIRECTORS& KMP:

Sr. No.	Name of the Director & Designation	Remuneration for the financial year 2022-23 (Rs. in lakh)	% Increase over last year	Para meters	Median of Employees Remuneration (Rs. in lakh)	Ratio	Commission received from Holding/ Subsidiary
1.	Kamlesh J. Laskari, Managing Director	-	-	-	2.16	N.A.	N.A.
2.	Sohan K. Laskari, CFO	1.93	-		2.16	0.89	N.A.
3.	Bhavasthi R. Mehta, Company Secretary	2.40	-		2.16	1.11	N.A.

The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

The Nomination and Remuneration Policy are available on the Companys website- www.kamronlabs.com

10. KEY MANAGERIAL PERSONNEL:

% INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

Sr. No.	Name of the Director & KMP	Designation	Percentage Increase (If any)
1.	Kamlesh J. Laskari	Managing Director	N.A.
2.	Sohan K. Laskari	CFO	N.A.
3.	Bhavasthi R. Mehta	Company Secretary	N.A.

11. PERSONNEL AND H. R. D.:

11.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D.

The Number of permanent Employees of the Company is 2. The relationship between average increase in remuneration and Companys performance is as per theappropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

11.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

12. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT& SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors Report.

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at www.kamronlabs.com

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given byway of Annexure- A.

The Quality Control and R & D Department of your Company has shown satisfactory performance during the year under review.

14. CORPORATE GOVERNANCE AND MDA:

Report on Corporate Governance prepared on voluntary basis, Management Discussion and Analysis (MDA) and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as Annexure - B.

15. SECRETARIAL AUDIT REPORT:

The Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - D. The remarks of the Auditors are self-explanatory.

16. ANNUAL RETURN:

The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed at www.kamronlabs.com.

17. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

18. OPEN OFFER:

Some of the Promoters of the Company viz. Kamlesh Jagdish Laskari HUF, Mr. Sohan Kamlesh Laskari, Mr. Rohan Kamlesh Laskari and Ms. Ranak Kamlesh Laskari (the Sellers) had entered into a Share Purchase Agreement dated 17th May, 2023 with Mr. Hemant Amrish Parikh (the Acquirer/the Purchaser) and agreed to transfer to him their entire shareholding i.e. 14,32,040 Equity Shares of Rs.10/- each constituting 24.48% of the total paid up capital of the Company along with the control of the Company. The said acquisition by Mr. Hemant Amrish Parikh (the Acquirer/the Purchaser) along with his preacquisition holding had triggered the Open Offer in terms of SEBI (SAST) Regulations, 2011 and accordingly all the due procedure for the Open Offer is being followed by the Acquirer including disclosure of Public Announcement, detailed Public Statement, Draft Letter of Offer to SEBI with the help of the Merchant Banker viz. Kunvarji Finstock Private Limited, appointed by the Acquirer.

The Company has received from Kunvarji Finstock Private Limited (Manager to the Offer), the Public Announcement, the Detailed Public Statement and the Draft Letter of Offer on 17th May, 2023,24th May, 2023 and 31st May, 2023 respectively that made by Manager to the Offer on behalf of Mr. Hemant Amrish Parikh (Acquirer) to acquire 15,21,000 equity shares representing 26% of total paid-up equity shares of the Company at a price of Rs. 5.25/- for each equity shares of the Company, pursuant to and in compliance with Regulation 3(1) and Regulation 4 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

19. GENERAL:

19.1 STATUTORY AUDITORS:

At the 34th Annual General Meeting (AGM) held on 16th September, 2022, the present Auditors of the Company M/s. Deepak Soni & Associates, Chartered Accountants, Ahmedabad, were appointed as Statutory Auditors of the Company for a period of 5 years i.e. for financial years 2022-23 to 2026-2027. They continue to hold office as Statutory Auditors till the conclusion of 39th AGM to be held in the year 2027.

The Statutory Auditors Report on the financial statement for the FY 2022-23 contains emphasis of matter which is self explanatory. The remarks of the Auditors are self explanatory and have been explained in Notes on Accounts.

19.2 INSURANCE:

The properties of the Company have been adequately insured against the risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

19.3 FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

19.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.

19.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associate Companies / JVs.

19.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

19.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

19.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

19.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.

19.10 INSTANCES OF FRAUD, IF ANY REPORTED BYTHE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

19.11 REGISTRAR AND SHARE TRANSFER AGENTS:

Link Intime India Private Limited is the Registrar & Share Transfer Agents of the Company.

19.12 SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company.

19.13 CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period under the provisions under section 135 in respect of CSR is not applicable to the Company. Hence, your Directors have not constituted the Corporate Social Responsibility (CSR) Committee.

19.14 INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and approved Insider Trading Policy for the Company i.e. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated Persons/lnsiders.

19.15 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. Further, there was no instance of one-time settlement with any Bank or Financial Institution.

19.16 AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:

No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control of the Company or impose any restriction or create any liability upon the Company except as mentioned at para 18 above.

20. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

21. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

22. DEMATERIALISATION OF EQUITY SHARES:

The Company has provided to its Shareholders the facilities to dematerialise physical shares. The ISIN for the Equity Shares of the Company is INE276T01018.

23. ACKNOWLEDGEMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co-operation. Your Directors also place on record their grateful appreciation and co-operation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.

	For and on behalf of the Board,
	Dr. Mahendra P. Shah
Place: Ahmedabad	Chairman
Date: 18thJuly, 2023	DIN-00461325