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Directors Report of Coral Laboratories Ltd.

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the 34th Annual Report together with the Audited Financial Statements for the year ended 31st March, 2016.

FINANCIALRESULTS:

The performance during the period ended 31st March, 2016 has been as under:

(Rs. in Lakhs)

Particulars

2015-16

2014-15

Income

7990.89

6201.45

Expenditure

6250.73

4980.46

Earnings before Tax

1740.15

1220.99

Provision for Tax

492.00

257.55

Provision for Deferred Tax

7.79

6.42

Less: Income Tax Adjustments of earlier years

0.6688

Nil

Earnings after Tax

1239.70

957.02

Less: Proposed Dividend and Tax on Dividend

128.97

107.50

Balance Brought forward

5129.44

4279.91

Balance carried forward to Balance Sheet

6240.14

5129.44

DIVIDEND:

Your Directors are pleased to recommend dividend for the financial year 2015-2016 on the Equity Shares of the Company of face value of Rs.10.00/- each at the rate of Rs.3/- (i.e. 30%) per equity share of the Company.

PERFORMANCE:

During the year under review, the company posted Revenue of Rs. 7990.89 lakhs as compared to previous year Rs.6201.45 lakhs. However, the earnings after tax stood at Rs.1239.70 lakhs as compared to Rs.957.02 lakhs during the previous year.

TRANSFERTO RESERVES:

Your Company does not proposes to transfer any amount to the general reserve. An amount of Rs.1110.70 lakhs is proposed to be retained in the Statement of Profit and Loss.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company is yet to transfer a sum of Rs. 66,828/- in respect of unpaid/unclaimed dividend for the Financial Year 2007-08 to the Investor Education And Protection Fund (IEPF).

Dividend for the Financial Year ended 2008-09 and thereafter, which remain unclaimed for a period of seven years will be transferred to IEPF. Members who have not encased dividend warrant(s)/instrument(s) for the said years are requested to obtain duplicate warrant(s) for the said years are requested to obtain duplicate warrant(s)/demand drafts by writing to the Company''s Registrar and Transfer Agent.

MANAGEMENT DISCUSSIONANDANALYSIS REPORT:

As required under Regulation 34 of the (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 (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.

LISTING WITH STOCK EXCHANGES:

The Equity Shares of the Company continues to be listed at Bombay Stock Exchange. The scrip code number of the Equity shares of the Company on BSE is 524506.The Company confirms that it has paid the Annual Listing Fees for the year 2016-17 to BSE where the Company''s Shares are listed.

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 existing Registrar & Transfer Agent for dematerialization of existing holding of the shareholders.

The International Securities Identification Number, allotted to the Company is INE683E01017. The equity shares of the Company are listed at Bombay Stock Exchange Limited (BSE).

94.25%of the company''s paid up Equity Share Capital is in dematerialized form as on 31st March, 2016 and balance 5.75% is in physical form. The Company''s Registrars are Link In time India Private Limited, C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (West), Mumbai - 400 078.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The 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 suppose to spent Rs. 19,83,419/- on its various CSR activities whereas the Company could only spend Rs. 2,56,321/-during the year under review. Further the Company is still in the process of identifying the right avenue for spending more on various CSR activities.

In accordance with the provisions of Section 135 of the Companies Act, 2013, an abstract on Company''s CSR activities is furnished as Annexure to this report.

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- Atothisreport.

STATEOFAFFAIRS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

CORPORATE GOVERNANCEANDSHAREHOLDERSINFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement entered into with the Stock Exchange of India for the period 1st April 2015 to 30th November 2015 and as per the relevant provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (collectively referred to as “SEBI Listing Regulations, 2015) as referred in Regulation 15(2) of the listing regulations for the period 1st December 2015 to 31st March 2016.

A report on Corporate Governance is included as a part of this Annual Report.

PUBLICDEPOSIT:

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 31stMarch, 2016.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investment have been disclosed in the notes to the financial statements.

DIRECTORS AND KEYMANAGERIAL PERSONNEL (KMP)

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

(a) In accordance with the provision of Section 152(6)(a) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Navin. B. Doshi (DIN: 00232287) of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers, himself for reappointment. Your Board recommends his reappointment.

DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013.

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 as per Regulation 17(1) of the Listing Obligations and Disclosure Requirements Regulations, 2015.

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 on the basis of 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.

INTERNALCONTROLSYSTEMSANDTHEIR 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 Company’s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. R J Mehta & 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 Chairman 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.

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 2016, 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.

COMMITTEES:

(i) Audit Committee:

The Board has constituted a well-qualified Audit Committee with majority of them are Independent Directors including Chairman. They possess sound knowledge on accounts, audit, finance, taxation, internal controls etc. Mr. Rajesh R. Parikh, Director acts as Chairman to the Audit committee.

The Composition of Audit Committee comprises the following:

Sr. No.

Name of the Director

Designation in Committee

Nature of Directorship

1.

Mr. Rajesh R. Parikh

Chairman

Non Executive (Independent)

2.

Mrs. Sheela R. Kamdar

Member

Non Executive (Independent)

3.

Mr. KishorR. Mehta

Member

Executive

(ii) Nomination and Remuneration Committee:

The Composition of Nomination and Remuneration Committee comprises the following:

Sr. No.

Name of the Director

Designation in Committee

Nature of Directorship

1.

Mr. Rajesh R. Parikh

Chairman

Non Executive (Independent)

2.

Mrs. Sheela R. Kamdar

Member

Non Executive (Independent)

3.

Mr. Navin B. Doshi

Member

Non Executive

(iii) Stakeholders Relationship Committee:

The Composition of Stakeholders Relationship Committee comprises of the following:

Sr. No.

Name of the Director

Designation in Committee

Nature of Directorship

1

Mr. Rajesh R. Parikh

Chairman

Non Executive (Independent)

2.

Mr. Navin B. Doshi

Member

Non Executive

STATUTORYAUDITORS:

M/s. Shah Sanghvi &Co., Chartered Accountants, having (Firm Registration number 109794W), Baroda, the Statutory Auditors of the Company hold the office up to the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment for the financial year 2016-2017. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under.

As required under Regulation 18 read with Part C of Schedule II of the Listing Obligations and Disclosure Requirements Regulations, 2015, the Audit Committee and the Board of Directors recommend the appointment of M/s. Shah Sanghvi & Co., Chartered Accountant.

M/s. Shah Sanghvi & Co., Chartered Accountant has also confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI. The Audit Committee and the Board of Directors recommend the appointment of M/s. Shah Sanghvi& Co., Chartered Accountants, as the Auditors of your Company for the financial year 2016-17 till the conclusion of the next AGM. The Auditors’ Report for the financial year 2015-16, does not contain any qualification, reservation or adverse remark.

AUDITORS’REPORT/SECRETARIALAUDITREPORT:

The Auditors have referred to certain routine matters in their report and the respective notes to the accounts are self-explanatory.

As required under 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. Certain reservations and observations made in the report with regard to No appointment of Company Secretary. The Company is still looking for the right professional and that 100 percent of Promoters Shares are not in Demat form. The Company has already initiated the process of demoting the balance physical holding of Promoter’s Shares. However, the Company would ensure in future that all the provisions are complied with to the fullest extent.

SECRETARIALAUDIT:

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- [C]” to this Report.

COST AUDIT:

The Board of Director of Your Company has appointed M/s. Ketki D. Visariya& Co., Cost Accountants, to conduct audit of your Company’s cost records for the Financial Year 2016-17 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.

The Cost Audit Report will be filed within the prescribed period of 180 days from the close of the Financial Year.

EXTRACT OF THEANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rule, 2014, the Extract of Annual Return (Form No. MGT-9) as on the financial year ended on 31st March, 2016 is enclosed as “Annexure - [B]” to the Directors’ 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 29th May 2015,29th July 2015,4th November 2015,12th February 2016 and 15th March 2016 respectively in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes 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. on 29th May 2015,29th July 2015,4th November 2015 and 12th February 2016 respectively in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the 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 the purpose of receiving and recording any complaints under this policy.

The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.corallab.com/pdf/Whistle-Blower-Policy.pdf

RELATED PARTYTRANSACTIONS:

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-E. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a 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 Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at http://www.corallab.com/pdf/Related-Party-Transaction-Policy.pdf

CODEOF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of 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 Company’s website http://www.corallab.com/pdf/Code-of-Conduct-Coral-Lab.pdf

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 work place, 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.

RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of the 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.

PREVENTIONOFINSIDERTRADING:

The Company has adopted a 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 Company’s 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.

All Board Directors and the designated employees have confirmed compliance with the Code.

SIGNIFICANT/MATERIAL ORDERS PASSED BYTHE 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.

General

a) Your Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise; and

b) Your Company does not have any ESOP scheme for its employees/Directors.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2015-16, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31st March, 2016.

ACKNOWLEDGMENT:

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 In time India Private Limited, Bankers, Shareholders and other Government Agencies for their continued support.

By Order of the Board

For Coral Laboratories Limited

sd/- sd/-

Navin B. Doshi Kishor R. Mehta

Place: Mumbai Chairman/Director Whole-Time Director

Date: 10th August 2016 DIN:00232287 DIN: 00235120


Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the Thirty Second annual Report and audited accounts for the year ended 31st March, 2014. The Financial Performance for the year under review are given below:

1. Financial Performance (Rs. in Lacs)

2013-14 2012-13

Sales & Other Income 5201.63 4291.28

Expenditure 4078.94 3403.18

Earnings before depreciation, Interest & Tax 1122.69 888.10

Interest & Other Financial Charges 1.68 4.36

Depreciation 123.85 126.77

Earnings before tax 997.16 756.97

Provision for tax 200.00 151.45

Provision for deferred tax 6.29 2.72

Short provision for IT earlier year 4.10 0.00

Earnings after tax 786.77 602.79

Balance brought forward 3636.73 3126.72

Profit available for appropriation 4423.50 3729.55

APPROPRIATIONS

Proposed Dividend 71.45 53.59

Tax on Dividend 12.14 8.69

Transfer to general reverse 60.00 30.50

Balance carried forward to balance sheet 4279.91 3636.73

* Previous Year figures has been regrouped in view of the Revised Schedule VI.

DIVIDEND

The Board of Directors have recommended dividend of 20%, i.e., Rs. 2.00/- fully paid per equity share of Rs. 10/- each for the financial year 2013-14

PERFORMANCE:

During the year under review, the company posted Revenue of Rs. 5201.63 Lacs as compared to previous year Rs. 4291.28 Lacs. Earnings after tax stood at Rs. 786.77 Lacs as compared to Rs. 602.79 lacs during the previous year.

DIRECTORS

In accordance with Section 152 and other applicable provisions of Companies Act, 2013 Mr. Navin B. Doshi (DIN: 00232287), who retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend their re-appointment. Also as per provisions of Companies Act 2013 it is proposed to appoint Mr. Priyush Dhedhi (DIN: 00164786), Mr. Rajesh R. Parikh (DIN:02527339) and Mrs. Sheela Kamdar as Independent Directors of the Company for a consecutive term of five years from this Annual General Meeting.

Brief resumes of Directors, nature of experience and the names of the Companies in which they hold directorship and the membership/chairmanship of the Board/ Committees , as stipulated under Clause 49 of the listing Agreement with the stock Exchange are provided in the report on Corporate Governance forming part of the Annual Report.

Based on the confirmations received, none of the Directors are disqualified for appointment under Section 274(1)(g) of the Companies Act, 1956 and Section 164(2) of Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

a) in the preparation of the annual accounts, applicable accounting standards have been followed and proper explainations relating to material departures, if any, have been furnished.

b) the estimates are made so as to give true and fair view of the statement of affairs of the Company at the end of the financial year.

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.

PARTICULARS AS PER SECTION 217(2A) OF THE COMPANIES ACT,1956

The information as required under section 217(2A) of the Companies Act, 1956 as amended, read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors Report is not applicable as there are no employees who are in receipt of Rs 60, 00,000/- or more per annum if employed throughout the year under review or Rs. 5, 00,000/- or more per month if employed for the part of the year under review.

CORPORATE GOVERNANCE

Your Company strives to imbibe high standards of corporate governance while communicating with all its stakeholders. The Company has complied with the corporate governance code as stipulated under the Listing Agreement with the Stock Exchanges. A report on corporate governance alongwith a certificate from the Auditors confirming the level of compliance is annexed and forms a part of the Directors'' Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report is attached as part of this Annual Report.

FIXED DEPOSITS

Your Company has not accepted any deposits from the Public during the year under review.

AUDITORS

M/s. Shah Sanghvi & Co., Chartered Accountants and Statutory Auditors will retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Members are requested to consider their re-appointment at a remuneration to be decided by the Board of Directors for the financial year.

COST AUDITOR

The Company has appointed M/s. Kailash Sankhlecha and Associates, Cost Accountant, as Cost Auditor for conducting the cost audit for the financial year.

AUDITORS OBSERVATIONS

The Auditors have referred to certain routine matters in their report and the respective notes to the accounts are self-explanatory.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

TAX PROVISIONS

The Company has made adequate tax provisions under the provisions of Income Tax Act, 1961.

LISTING

The Equity Shares of the Company continues to be listed at Bombay Stock Exchange. The scrip code number of the Equity shares of the Company on BSE is 524506. The trading in the Securities of the Company has been resumed in "T" group.

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 existing Registrar & Transfer Agent for dematerialization of existing holding of the shareholders.

The International Securities Identification Number, allotted to the Company is INE 683E01017. The equity shares of the Company are listed on Bombay Stock Exchange Limited.

HUMAN RESOURCES

Your Directors acknowledge and appreciate the sincere efforts and effective services rendered by the committed officers and staff of the company.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT, 2013.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has formed a Committee to look into such cases as and when they arise.

During the period under review, no cases were filed with the Committee.

WHISTLE BLOWER POLICY

As per the provision of Section 177(9) of the Companies Act, 2013 the listed Company shall established a vigil mechanism for directors and employees. The vigil mechanism shall also provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. However such mechanism has been disclosed by the Company on its website.

The purpose of the Whistleblower 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 the purpose of receiving and recording any complaints under this policy.

COMPLIANCE CERTIFICATE

Since the Paid up Capital is less than Rs. 5 crores, the company has obtained Compliance Certificate u/s 383A of the Companies Act, 1956 from Company Secretary in Practice, for the year 2013-14

ACKNOWLEDGEMENT

Your Directors wish to thank all stakeholders and business partners, your Company''s bankers, financial institutions, medical profession and business associates for their continued support and valuable co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

By the Order of the Board For Coral Laboratories Limited

sd/- NAVIN B. DOSHI Chairman

Place : Mumbai Date : 30th May, 2014


Mar 31, 2013

Dear Shareholders,

The directors are pleased to present their Thirty First Annual Report and Audited Statement of Accounts for the year ended 31 st March, 2013. The Financial Performance for the year under review are given below:

1. Financial Performance

(Rs. in Lacs)

2012-13 2011-12

Sales & Other Income 4291.28 4084.99

Expenditure 3403.18 3246.54

Earnings before depreciation, Interest & Tax 888.10 838.45

Interest & Other Financial Charges 4.36 3.77

Depreciation 126.77 126.57

Earnings before tax 756.97 708.11

Provision for tax 151.45 137.81

Provision for deferred tax 2.72 5.52

Earnings after tax 602.79 564.78

Balance brought forward 3126.72 2659.23

Profit available for appropriation 3729.55 3224.00

APPROPRIATIONS

Proposed Dividend 53.59 53.59

Tax on Dividend 8.69 8.69

Transfer to general reverse 30.50 35.00

Balance carried forward to balance sheet 3636.73 3126.72

2. PERFORMANCE:

During the year under review, the company posted Revenue of Rs. 4291.28 Lacs as compared to previous year Rs. 4084.99 Lacs. However, the earnings after tax stood at Rs. 602.79 Lacs as compared to Rs. 564.78 Lacs during the previous year.

3. DIVIDEND

The Board of Directors have recommended dividend of 15%, i.e., Rs. 1.50/- per equity share of Rs. 10/- each for the financial year 2012-13

4. CAPITAL STRUCTURE

During the financial year under review, the share capital remains the same.

5. DIRECTORS

In accordance with provisions of the Companies Act 1956 and the Company''s Articles of the Association, Mr. Rajesh Ranjitkumar Parikh who retires by rotation and being eligible offers himself for re-appointment.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2A) of the Companies (Amendment) Act, 2000 the Directors confirm that:

a) in the preparation of the annual accounts, applicable accounting standards have been followed.

b) the estimates are made so as to give true and fair view of the statement of affairs of the Company at the end of the financial year.

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.

7. PARTICULARS OF EMPLOYEES

Information as per section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended is not applicable to your Company.

8. FIXED DEPOSITS

Your Company has not accepted any deposits from the Public during the year under review.

9. AUDITORS

The shareholders of the company are requested to re-appoint the retiring Auditors M/s. Shah Sanghvi & Co., Chartered Accountants, the retiring Auditors, who have furnished the requisite certificate u/s 224(1 B) of the Companies Act, 1956 and therefore eligible for re-appointment as Auditors of the company.

10. COMPLIANCE CERTIFICATE

Since the Paid Up Capital is less than Rs. 5 crores, the company has obtained Compliance Certificate u/s 383A of the Companies Act, 1956 from Company Secretary in Practice, for the year 2012-13.

11. CORPORATE GOVERNANCE

Your Company strives to imbibe high standards of corporate governance while communicating with all its stakeholders. The Company has complied with the corporate governance code as stipulated under the Listing Agreement with the Stock Exchanges. A report on corporate governance along with a certificate from the Auditors confirming the level of compliance is annexed and forms a part of the Directors'' Report.

12. PERSONNEL

The Board wishes to thanks its Executives, Staff, Bankers and other Business associates for their Support during the year.

13. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange earnings / outgo is annexed herewith.

By the Order of the Board

NAVIN B. DOSHI

Chairman

Place : Mumbai

Date :26th August, 2013


Mar 31, 2012

The directors are pleased to present their Thirtieth Annual Report and Audited Statement of Accounts for the year ended 31st March, 2012. The Financial Performance for the year under review are given below:

1. Financial Performance (Rs. in Lacs)

2011-12 2010-11

Sales & Other Income 4084.99 3333.23

Expenditure 3246.54 2672.08

Earnings before depreciation, Interest & Tax 838.45 661.15

Interest & Other Financial Charges 3.77 9.88

Depreciation 126.57 126.39

Earnings before tax 708.11 524.88

Provision for tax 137.81 105.15

Provision for deferred tax 5.52 3.50

Earnings after tax 564.78 416.24

Balance brought forward 2659.23 2335.28

Profit available for appropriation 3224.00 2751.51

APPROPRIATIONS

Proposed Dividend 53.59 53.59

Tax on Dividend 8.69 8.69

Transfer to general reverse 35.00 30.00

Balance carried forward to balance sheet 3126.72 2659.23



* Previous Year figures has been regrouped in view of the Revised Schedule VI.

2. PERFORMANCE:

During the year under review, the company posted Revenue of Rs. 4,084.99 lacs as compared to previous year Rs.3,333.23 lacs. However, the earnings after tax stood at Rs. 564.78 lacs as compared to Rs. 416.23 lacs during the previous year.

3. DIVIDEND

The Board of Directors have recommended dividend of 15%, i.e., Rs. 1.50/- per equity share of Rs. 10/- each for the financial year 2011-12.

4. CAPITAL STRUCTURE

During the financial year under review, the share capital remains the same.

5. DIRECTORS

In accordance with provisions of the Companies Act 1956 and the Company's Articles of the Association, Mr. Sameer Anil Sheth who retires by rotation and being eligible offers himself for re-appointment.

6. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2A) of the Companies (Amendment) Act, 2000 the Directors confirm that:

a) in the preparation of the annual accounts, applicable accounting standards have been followed.

b) the estimates are made so as to give true and fair view of the statement of affairs of the Company at the end of the financial year.

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.

7. PARTICULARS OF EMPLOYEES

Information as per section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975 as amended is not applicable to your Company.

8. FIXED DEPOSITS

Your Company has not accepted any deposits from the Public during the year under review.

9. AUDITORS

The shareholders of the company are requested to re-appoint the retiring Auditors M/s. Shah Sanghvi & Co., Chartered Accountants, the retiring Auditors, who have furnished the requisite certificate u/s 224(1B) of the Companies Act, 1956 and therefore eligible for re-appointment as Auditors of the company.

10. COMPLIANCE CERTIFICATE

Since the Paid Up Capital is less than Rs. 5 crores, the company has obtained Compliance Certificate u/s 383A of the Companies Act, 1956 from Company Secretary in Practice, for the year 2011-12.

11. CORPORATE GOVERNANCE

Your Company strives to imbibe high standards of corporate governance while communicating with all its stakeholders. The Company has complied with the corporate governance code as stipulated under the Listing Agreement with the Stock Exchanges. A report on corporate governance alongwith a certificate from the Auditors confirming the level of compliance is annexed and forms a part of the Directors' Report.

12. PERSONNEL

The Board wishes to thanks its Executives, Staff, Bankers and other Business associates for their Support during the year.

13. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange earnings / outgo is annexed herewith.

ANNEXURE

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

A. Power & Fuel Consumption 2011-2012 2010-2011

1. Electricity

Purchase Unit 13,75,180 10,93,443 Total Amount (Rs.) 61,95,334 48,82,875

Rate per Unit 4.51 4.47

2. Furnace Oil

Quantity (Ltrs) 52,840 43,345

Total Amount (Rs.) 23,02,231 17,89,681

Average Rate per Ltr. (Rs.) 43.57 41.29

3. Gas

Quantity (kgs) 37,530 32,043

Total Amount (Rs.) 22,46,562 15,84,171

Average Rate per Kg. (Rs.) 59.86 49.44

B. Expenditure on R & D Nil Nil

C. 1) Foreign Exchange Earning (Rs. in Lacs) 1,246.55 540.80 2) Foreign Exchange Used (Rs. in Lacs) 3.21 4.56



For and on behalf of the board of Directors

Place: Mumbai NAVIN B. DOSHI

Date: 14th August 2012 Chairman.


Mar 31, 2010

The directors are pleased to present their Twenty Eighth Annual Report and Audited Statement of Accounts for the year ended 31st March, 2010. The Financial Performance for the year under review are given below:-

1. FINANCIAL PERFORMANCE (Rs. in Lacs)

2009-10 2008-09

Sales & Other Income 3483.25 3541.34

Expenditure 2743.38 2918.18

Earnings before depreciation, Interest & Tax 739.87 623.16

Interest & Other Financial Charges 46.34 110.31

Depreciation 124.38 119.55

Earnings before tax 569.15 393.30

Provision for tax 99.00 40.95

Provision for deferred tax 3.58 2.72

Fringe benefit tax — 4.82

Short provision of previous year income tax - 7.75

Earnings after tax 466.56 337.06

Balance brought forward 1961.40 1704.50

Profit available for appropriation 2427.97 2041.57

APPROPRIATIONS

Proposed Dividend 53.58 42.87

Tax on Dividend 9.10 7.28

Transfer to general reverse 30.00 30.00

Balance carried forward to balance sheet 2335.27 1961.42

2. PERFORMANCE:

During the year under review, the company posted Revenue of Rs. 3483.25 lacs as compared to previous year Rs. 3541.34. However, the profit after tax for year under is Rs. 466.56 lacs as compared to Rs. 337.06 during the previous year.

3. DIVIDEND

The Board of Directors have recommended a dividend of 15%, i.e., Rs. 1.50 per equity share of Rs. 10/- each for the financial year 2009-10.

4. CAPITAL STRUCTURE

During the financial year under review, the share capital remains the same.

5. DIRECTORS

In accordance with provisions of the Companies Act 1956 and the Companys Articles of the Association, Mr.Navin Doshi & Mr. Priyush Dhedhi who retire by rotation and being eligible offers for re-appointment.

6. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2A) of the Companies (Amendment) Act, 2000 the Directors confirm that:

a) in the preparation of the annual accounts, applicable accounting standards have been followed.

b) In the estimates are made so as to give true and fair view of the statement of affairs of the Company at the end of the financial year.

c) that the Directors had taken proper ad 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) that the Directors had prepared the annual accounts on a going concern basis.

6. PARTICULARS OF EMPLOYEES

Information as per section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975 as amended is NIL.

7. FIXED DEPOSITS

Your Company has not accepted any deposits from the Public during the year under review.

8. AUDITORS

The shareholders of the company are requested to re-appoint the retiring Auditors M/s. Shah Sanghvi & Co., Chartered Accountants, the retiring Auditors, who have furnished the requisite certificate u/s 224(1 B) of the Companies Act, 1956 and therefore eligible for re-appointment as Auditors of the company.

9. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange earnings / outgo is annexed herewith.

10. PERSONNEL

The Board wishes to thank its Executives, Staff, Bankers and other Business associates for their support during the year.

11. CORPORATE GOVERNANCE

Your Company strives to imbibe high standards of corporate governance while communicating with all its stakeholders. The Company has complied with the corporate governance code as stipulated under the listing agreement with the stock exchanges. A report on corporate governance and alongwith a certificate from the Auditors confirming the level of compliance is annexed and forms a part of the Directors Report.

12. COMPLIANCE CERTIFICATE

Since the Paid Up Capital is less than Rs. 5 crores, the company has obtained Compliance Certificate u/s 383A of the Companies Act, 1956, from M/s. Neha T. Kawedia & Associates, Company Secretary in Practice, for the year 2009- 2010.

By the order of the Board

Place : Mumbai NAVIN B. DOSHI

Date : 31st August, 2010 Chairman.

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