summary share price Directors report

Dear Shareholders,

The Board of Directors is pleased to present the 30th Annual Report on the business and operations of your Company along with the audited statement of accounts and the Auditors Report for the financial year ended March 31, 2023. The highlights of the financial results for the year under review are given below:

1. FINANCIAL RESULTS:

The Companys financial and operational performance for the year ended March 31, 2023 is summarized below:

(Rs. in Lakh)

PARTICULARS	2022-23	2021-22
Operating Income	6,688.64	6,908.78
Other Income	12.84	8.73
Total Income	6,701.48	6,917.51
Less: Total Expenditure	6,576.50	6,791.36
Profit before tax	124.98	126.15
Less: Provision for Tax	18.50	43.90
Profit after tax	48.93	82.25
Other Comprehensive Income	4.28	(1.21)
Total Comprehensive Income/expenses for the year	53.21	81.04
Earning per equity share (nominal value of shares Rs. 10 each)
Basic	0.75	1.26
Diluted	0.75	1.26

There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this report.

Further, there has been no change in nature of business of the Company.

2. TRANSFER TO RESERVES

During the financial year 2022-23 the Company has transferred INR 48.93 Lakh (Profit after tax) to the general reserves.

3. DIVIDEND

Your Board has not recommended any Dividend on the Equity Shares of the Company for Financial Year ended March 31, 2023.

4. CHANGES IN SHARE CAPITAL, IF ANY

During the year under review, the authorized capital of the Company has been increased from Rs. 7,00,00,000/- (Rupees Seven Crore Only) divided into 70,00,000 (Seventy Lakh) Equity Shares of Rs. 10/ (Rupees Ten) each to Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten) each ranking pari - passu with the existing shares. Although there has not any change in issued, subscribed and paid-up share capital share capital of the Company during the year under review.

As on 31st March 2023, the authorized share capital of the Company is Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten) each and paid-up share capital is Rs. 6,51,00,150 (Rupees Six Crore Fifty-One Lakhs One Hundred Fifty only) divided into 65,10,015 (Sixty-Five Lakhs Ten Thousand Fifteen only) equity shares of Rs. 10/- (Rupees Ten only) each.

The detailed break-up of the share capital is furnished in Note-15 to the ‘Notes to Accounts of the Audited Financial Statements of the Company.

5. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 in Form MGT 7 in accordance with Section 92(3) and Section 134(3)(a) of the Act as amended from time to time and the Companies (Management and Administration) Rules, 2014, will be made available on the website of the Company at https:// www.zenlabsethica.com.

6. MEETINGS OF BOARD

The Board met 13 (Thirteen) times during the year under review. The details of such meetings are given below. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

The Attendance of the Directors at the Board Meetings are as under:

Board Meetings	Mr. Sanjay Dhir	Mr. Sanjeev Kumar	Mrs. Himjyoti	Mr. Hitesh Popatlal Oswal	Mr. Kuldeep Singh	Mr. Anurag Malhotra	Mr. Ashok Gupta
10th May, 2022	P	P	P	NA	P	A	P
30th June, 2022	P	P	P	NA	P	P	P
04th July, 2022	P	P	P	NA	P	P	P
20th July, 2022	P	P	P	NA	P	A	P
03rd August, 2022	P	P	P	NA	P	A	P
12th August, 2022	P	P	P	NA	P	A	P
05th September, 2022	P	A	P	NA	P	P	P
28th September, 2022	P	A	P	NA	P	P	P
18th October, 2022	P	P	P	NA	P	P	P
28th October, 2022	P	P	P	NA	P	A	P
21st November, 2022	P	P	P	NA	P	P	P
09th February, 2023	P	P	P	P	P	P	P
23rd March, 2023	P	P	P	P	P	P	P
30th March, 2023	P	P	P	A	P	P	P

7. AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Act, read With the rules made thereunder. The Committee comprises of members who possess financial and accounting expertise/exposure.

During the year under review, Meetings of the Audit Committee were held as follows:

Meeting	01st Meeting	02nd Meeting	03rd Meeting	04th Meeting
Date	10th May, 2022	19th July, 2022	17th October, 2022	09th February, 2023

Composition of the Committee and details of attendance of each Member at the Audit CommitteeMeetings are as follows:

S.No. Name	Designation	Number of Meetings during the financial year 2022-23
		Entitled to Attend	Attended
1 Mr. Ashok Kumar Gupta (Chairman & Member)	IndependentDirector Non-Executive	4	4
2 Mr. Anurag Malhotra(Member)	IndependentDirector Non-Executive	4	4
3 Mr. Sanjay Dhir (Member)	Executive Director	4	4

The Manager, Chief Financial Officer, Internal Auditors, Statutory Auditors and other senior executives of the Company attended the Audit Committee Meetings as invitees. The Company Secretary acts as the Secretary to the Audit Committee.

8. NOMINATION AND REMUNERATION COMMITTEE

The composition, powers, role and terms of reference of the Nomination and Remuneration Committee are in accordance with the requirements mandated under Section 178 of the Act. Apart from the above, the Committee also carries out such functions/responsibilities entrusted on it by the Board of Directors from time to time.

During the year under review, Meetings of the Committee were held as follows:

Meeting	1st Meeting	2nd Meeting	3rd Meeting	04th Meeting
Date	20th June, 2022	04th July, 2022	03rd September, 2022	14th November, 2022

Composition of NRC and details of attendance of the Members at Meetings of the Committee are asfollows:

Sr. No. Name	Number of meetings during the financial year 2022-23
	Entitled to Attend	Attended
1 Mr. Ashok Kumar Gupta (Chairman & Member)	4	4
2 Mr. Anurag Malhotra (Member)	4	4
3 Mr. Kuldeep Singh (Member)	4	4

9. STAKEHOLDER RELATIONSHIP COMMITTEE

The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 178 of the Act.

During the year under review, Meetings of the Committee were held as follows:

Meeting	1st Meeting	2nd Meeting	3rd Meeting	04th Meeting	05th Meeting	06th Meeting	07th Meeting
Date	11th April, 2022	07th July, 2022	27th July, 2022	08th September, 2022	03rd November, 2022	30th December, 2022	16th January, 2023

 

Sr. No. Name	Number of meetings during the financial year
	2022-23
	Entitled to Attend	Attended
1 Mr. Anurag Malhotra (Chairman & Member)	7	7
2 Mr. Ashok Kumar Gupta (Member)	7	7
3 Ms. Him Jyoti (Member)	7	6

10. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors of your Company have submitted requisite declarations that they continue to meet the criteria of Independence as laid down in Section 149(6) of the Act and Regulations 16(1) (b) and 25(8) of the Listing Regulations and there is no change in the status of their Independence and have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. The Independent Directors of your Company are in compliance with the requirements under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended). The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended)

11. STATUTORY AUDITORS:

In terms of provisions of the Companies Act, 2013, M/s. N Kumar Chhabra & Co., Chartered Accountants, Chandigarh (Registration No.000837N), had been appointed as Statutory Auditors of the Company in the 28th Annual General Meeting held on September 30, 2021 to hold the office from the conclusion of the said Annual General Meeting until the conclusion of the 33rr Annual General Meeting to be held in year 2026.

Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed thereunder, the Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

Statutory Auditor of the company have audited the accounts of your Company for the FY 2022-23 and their report is annexed together with the explanatory notes therein, which are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark.

12. INTERNAL AUDITORS:

M/s Anu & Associates, Chartered Accountants are the Internal Auditors of your Company,

The Internal Auditors have reviewed the design and operating effectiveness of various process covering the surveillance, operational, statutory compliances, business development, administrative, human resource, financial & accounting aspects of your Company.

The Internal Auditors were satisfied with the management response on the observation and recommendations made by them during the course of their audit and have expressed satisfaction with the internal systems, controls and process followed by your Company.

13. SECRETARIAL AUDITOR & REPORT

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Jaspreet Dhawan & Associates, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for year ended March 31, 2023.

The Report of the Secretarial Audit is annexed herewith as Annexure - A. The said Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks and disclaimer.

14. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

I. That in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures.

II. That the Directors have 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 of the Company for that Period.

III. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. That the Directors have prepared the Annual accounts on a going concern basis.

V. That 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. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. RESEARCH AND DEVELOPMENT:

As your Company is a trading company and not directly involved in any manufacturing activity, your Company is not directly involved in any Research and Development activities.

16. FOREIGN EXCHANGE EARNINGS & OUTGO:

The information required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 on the foreign exchange earnings and outgo of the Company during the FY 2022-23 is given below:

	Foreign Exchange Earnings and Outgo
Particulars	Current Year	Previous Year
A-Foreign Exchange Earnings	-	-
(Exports)
Total	-	-
B- Foreign Exchange Outgo	-	-
1. Expense (Imports)	-	-
2. Dividend on Equity	-	-
Shares
3. Dividend on Preference	-	-
Shares (CCPS)
Total	-	-

17. DEPOSITS:

Your Company had not invited any deposits from the public, and as such, no amount on account of principal or interest related thereto was outstanding as on the date of the Balance Sheet i.e., March 31, 2023.

18. PARTICULARS OF EMPLOYEES:

The ratio of remuneration of each Director to the median employees remuneration and other details in accordance with Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as

Annexure B.

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a statement containing particulars of employees as stipulated therein also forms part of this Directors Report as Annexure B.

19. BUY BACK OF SHARES:

During the year under review, your Company has not announced any scheme for buy back of shares from its shareholders.

20. CORPORATE GOVERNANCE:

The company falls under the exemption criteria as provided under Regulation 15(2)(a) of the SEBI (Listing Obligations & Disclosure requirements) Regulations, 2015 as the Paid-up capital of the company was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of the previous financial year.

As on 31st March, 2023, Companys Paid-up Capital is of Rs. 6,51,00,150/- (Rupees Six Crore Fifty-One Lakhs and One Hundred Fifty only) and Net worth INR 97,035,000/- (Indian Rupees Nine Crore Seventy Lakh Thirfy-Five Thousand Only).

Hence, compliance with Corporate Governance provisions as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 are not applicable to company.

21. INDEPENDENT DIRECTORS MEETING/ BOARD EVALUATION

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 Act and SEBI Listing Regulations. The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of 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 criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of Independent Directors held on 11.01.2023, Performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of 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. At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

22. DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE FINANCIAL YEAR UNDER REVIEW AND UP TO THE DATE OF THIS REPORT:

During the period under review following changes took place in the composition of Board of directorsand Key Managerial Personnel of company:

NAME	DIN/PAN	DESIGNATION	DATE OF APPOINTMENT/ CHANGE IN DESIGNATION /CESSATION	NATURE OF CHANGE
Ms. Divya Gupta	BFSPG1861D	Company Secretary and Compliance officer	03/06/2022	RESIGNATION
Mrs. Tanvi Chhabra	ARXPC9818N	Company Secretary and Compliance officer	30/06/2022	APPOINTMENT
Mr. Hitesh Popatlal Oswal	06715966	Additional Director	21/11/2022	APPOINTMENT

After the closure of financial year and before the date of signing of Board report following changes took place in the Key Managerial Personnel of company:

NAME	DIN/PAN	DESIGNATION	DATE OF APPOINTMENT/ CHANGE IN DESIGNATION /CESSATION	NATURE OF CHANGE
Mrs. Tanvi Chhabra	ARXPC9818N	Company Secretary & Compliance officer	28/04/2023	RESIGNATION
Mr. Akshay Saxena	HFJPS0054F	Company Secretary & Compliance officer	28/07/2023	APPOINTMENT
Mr. Sanjay Dhir	AFFPD9015E	Chief Financial Officer (CFO)	28/07/2023	RESIGNATION
Mr. Adarsh Sharma	AMYPS7789J	Chief Financial Officer (CFO)	28/07/2023	APPOINTMENT

23. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Board, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 has framed a "Whistle Blower Policy".

Your Company believes in highest possible standards of ethical practices, moral and legal conduct of business operations and to maintain these standards, the Company encourages its directors and employees to come forward and freely communicate their concerns about illegal or unethical practices/ behavior, actual or suspected, fraud or violation of companys code of conduct or ethic policy to the appropriate authority so that timely and speedy investigations can be undertaken and corrective action could be taken if warranted.

This Policy has been framed with a view to provide a mechanism inter alia enabling stakeholders, including Directors, individual employees of the Company to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievance as also to report to the management concerns about unethical behaviors, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy.

The Policy provides for (a) adequate safeguards against victimization of persons who use this Mechanism; and provides (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company. Details of the Whistle Blower Policy are made available on the Companys website www.zenlabsethica.com.

24. SUBSIDIARIES/ ASSOCIATES/JOINT VENTURES

The Company has no subsidiary/Joint ventures/Associate Companies as per the provisions of Companies Act, 2013.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

None of the transactions with related parties entered by the Company during FY 2022-23, fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023 and hence does not form part of this report. The approval of the Audit Committee was sought for all transactions with related Parties. Certain transactions which were repetitive in nature were approved through omnibus route.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company has, during the year under review, not given any loans, guarantees or provided security and has not made any investments in any body-corporate as specified under Section 186 of the Companies Act, 2013.

The particulars of loans, guarantees and investments have been disclosed in the financial Statements as on 31ST March, 2023.

27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year i.e., March 31, 2023 and the date of this Report.

28. RISK MANAGEMENT POLICY

The Company has adopted a Policy on Risk Management to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the Companys business.

In order to achieve the key objective, this Policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In addition to above, the Audit Committee of the Board has additional oversight in the area of financial risks and controls. Major risk identified by the business and functions are systematically addressed through mitigating actions on a continuous basis.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant material orders passed by the Regulators / Courts and no litigation was outstanding as on March 31,2023, which would impact the going concern status and future operations of your Company.

30. STATEMENT I N RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH

REFERENCE TO THE FINANCIAL STATEMENTS

There are adequate systems of internal financial controls in the Company pursuant to provisions of Section 134(q) r/w Rule 8(5)(viii) of Companies (Accounts) Rules, 2014. The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the companies Policies, the safeguarding of its assets, prevention and detection of frauds, and accuracy of the accounting records and timely preparation of financial disclosures.

The Company has appointed M/s Anu & Associates, Chartered Accountants, as Internal Auditors for the financial year 2022-23.

The Internal Auditor monitors and evaluates the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committees of the Board.

31. CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Section 134(3) (o) and Section 135 of the Companies Act, 2013 read with Rule 8 of Companies (CSR Policy) Rules, 2014 regarding corporate social responsibility do not apply to thecompany for the period under review.

32. DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION & REDRESSAL) ACT, 2013

Your Company is committed to provide a safe and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and important part of the organisation.

In terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended) and Rules framed thereunder, your Company has duly adopted a Policy and has also complied with the provisions relating to the constitution of Internal Complaints Committee (ICC).

During the year under review, the Company has not received any complaint pertaining to sexual harassment.

Your Company has been conducting awareness campaign across the organization office premises to encourage its employees to be more responsible and alert while discharging their duties

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and analysis report as per Regulation 34 of the SEBI (Listing Obligations &Disclosure Requirements) Regulations, 2015 is annexed to this Board Report as per Annexure D.

34. STATEMENT REGARDING COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, your Company has duly complied with the applicable provisions of the Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS2) issued by the Institute of Company Secretaries of India (ICSI).

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016).

During the year under review, no Corporate Insolvency Resolution application was made or proceeding was initiated, by / against Zenlabs Ethica Limited under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended). Further, no application / proceeding by / against Zenlabs Ethica Limited under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended) is pending as on March 31, 2023.

36. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

Not Applicable

37. ACKNOWLEDGEMENTS:

Your directors would like to express their appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

	For and on behalf of the Board
	ZENLABS ETHICA LIMITED
	Sd/-	Sd/-
	Sanjeev Kumar	Sanjay Dhir
Date: 04th September, 2023	Managing Director	WholeTime Director
Place: Chandigarh	DIN: 01154896	DIN: 02452461