Mar 31, 2018
Dear Member(s),
The Directors have pleasure in presenting the 36th Annual Report together with the Audited Financial Statements for the year ended 31st March 2018.
FINANCIAL RESULTS:
The performance during the period ended 31st March 2018 has been as under:
(Rs. in Lacs)
Particulars |
2017-18 |
2016-17 |
Income |
9694.07 |
9883.72 |
Expenditure |
7889.12 |
7395.07 |
Earnings before Tax |
1804.94 |
2488.65 |
Provision for Tax |
550.00 |
822.00 |
Provision for Deferred Tax |
10.36 |
4.74 |
Less: Income Tax Adjustments of earlier years |
â |
32.34 |
Earnings after Tax |
1244.58 |
1629.58 |
Other Comprehensive Income (net of tax) |
(311.77) |
2467.40 |
Total Comprehensive Income |
932.81 |
4096.98 |
Add: IND-AS Adjustment |
â |
â |
Add: Balance Brought forward |
10137.99 |
6240.14 |
Less: Dividend Paid (including Dividend Distribution tax) |
(214.99) |
â |
Deferred tax liability |
â |
(199.13) |
Balance carried forward to Balance Sheet |
10855.82 |
10137.99 |
DIVIDEND:
Your Directors are pleased to recommend dividend for the financial year 2017-2018 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.
PERFORMANCE:
During the year under review, the company posted Revenue of Rs. 9694.07 lacs as compared to previous year Rs. 9883.73 lacs. However, the earnings after tax stood at Rs. 1244.59 lacs as compared to Rs.1629.58 lacs during the previous year
TRANSFER TO RESERVES:
Your Company does not propose to transfer any amount to the general reserve.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34 of 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 âRELATED PARTY DISCLOSURES:
As required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) REGULATIONS, 2015 with Stock Exchanges, the disclosure in compliance with the accounting standard on ârelated party disclosuresâ 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 up to date listing fees to Bombay Stock Exchanges.
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).
95.61% of the company''s paid up Equity Share Capital is in dematerialized form as on 31st March 2018 and balance 4.39% is in physical form. The Company''s Registrar and share transfer agents are Link Intime India Private Limited, C-101, 247 Park, L.B. S Marg, Vikhroli (West), Mumbai - 400 083.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the financial Year 2017-2018, the Company has not made any contribution to Corporate Social Responsibility as the Company was identifying the right avenue. The Company has as on the date of signing the report initiated the policy of contributing towards Corporate Social Responsibility.
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 - A to this report.
STATE OF AFFAIRS:
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
INVESTOR EDUCATION AND PROTECTION FUND(IEPF):
As per the provisions of section 124 & 125 read with rules namely âInvestor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016â, 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 âInvestor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016â 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.
During the Financial Year 2017-2018, the company has transferred to the Investor Education and Protection Fund (IEPF) following amount of unclaimed dividend and corresponding shares thereto as stated below:
Particulars |
Amount of dividend transferred (in Rs.) |
No. of shares transferred |
For the year 2008-2009 |
Rs. 106025 |
22712 Shares |
For the year 2009-2010 |
Rs.106890 |
1661 Shares |
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
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.
PUBLIC DEPOSIT:
Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 and other applicable provisions, if any, of the Companies Act, 2013 and the necessary rules made there under during the year ended 31st March, 2018.
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 KEY MANAGERIAL PERSONNEL (KMP)
(i) Changes in Directors and Key Managerial Personnel (KMP):
There were changes in Directors or Key Managerial Personnel (KMP) in the financial year 2017-2018 as follows:
- At the Board Meeting dated 26th May, 2017,Mr. Navin Doshi (Director), Mr. Kishor Mehta (Whole-Time Director) and Mrs. Meeta Sheth (ChiefFinancial Officer) tendered their resignation.
- Mr. Girish Dhameja (DIN: 07798455) was appointed as an Additional Director of the Company. Accordingly, the Board appointed him as Whole-Time Director w.e.f. 26th May, 2017, subject to approval by the Members of the Company. At the AGM held on 19th September, 2017, members approved his appointment.
- Mr. Chetan Doshi (DIN: 00319134) was appointed as an Additional Director of the Company w.e.f. 26th May, 2017, subject to approval by the Members of the Company. At the AGM held on 19th September, 2017, members approved his appointment.
- Mr. Sanket Mehta (DIN:05309112)was appointed as an Additional Director and Independent Director of the Company w.e.f. 26th May, 2017, subject to approval by the Members of the Company. At the AGM held on 19th September,2017, members approved his appointment.
- Mrs. Sushma C. Chinchane (DIN:07791735) was appointed as an Additional Director and Chief Financial Officer of the Company w.e.f. 26th May, 2017. At the AGM held on 19th September, 2017 members approved her appointment.
- Ms. Nirali Mehta has been appointed as Company Secretary and Compliance Officer of the company with effect from 10th August, 2017.
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 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 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 (âNRCâ) 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 NonExecutive 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.
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 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. 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 âAnnexure [D]â 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 2018, 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 Chairperson of the committee. They possess sound knowledge on accounts, audit, finance, taxation, internal controls etc. Mr. Rajesh R. Parikh 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. |
Mrs. Sushma Chinchane (w.e.f. 26th May, 2017) |
Member |
Non- Executive -Non-Independent |
(i) 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. |
Mrs. Sushma Chinchane (w.e.f. 26th May, 2017) |
Member |
Non- Executive -Non-Independent |
(ii) Stakeholders Relationship Committee:
The Composition of Stakeholders Relationship 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. Sushma Chinchane (w.e.f. 26th May, 2017) |
Member |
Non- Executive -Non-Independent |
(iii) Corporate Social Responsibility Committee:
The Composition of Corporate Social Responsibility 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. |
Mrs. Sushma Chinchane (w.e.f. 26th May, 2017) |
Member |
Non- Executive -Non-Independent |
AUDITORS AND AUDITORSâ REPORT:
STATUTORY AUDITORS:
M/s. SPVM & CO., Chartered Accountants, (FRN: 136751W),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 2018-2019. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee and the Board of Directors recommend the appointment of M/s. SPVM & CO., Chartered Accountants, (FRN: 136751W) as Auditors of your Company for the financial year 2018- 19 from the conclusion of this Annual General Meeting (AGM) till the conclusion of the upcoming Annual General Meeting of the Company (subject to ratification of their appointment at every AGM).
The Auditors'' Report for the financial year 2017-18, 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 âAnnexure - [C]â 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.
- Non-compliance regarding publication under Regulation 47 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.
However, the Company would ensure in future that all the provisions are complied with to the fullest extent and the website of the Company is updated regularly.
COST AUDIT:
The Board of Director of Your Company has re-appointed M/s. Ketki D. Visariya & Co. Cost Accountants, to conduct audit of your Company''s cost records for the Financial Year 2018-2019 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.
WEB ADRESS OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act, 2013 and the Extract of Annual Return (Form No. MGT-9) as on the financial year ended on 31st March,2018 has been uploaded on the website of the Company and weblink of the same is www.corallab.com.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEES:
Your Board of Directors has duly met 4(Four) times during the financial year i.e. on 26th May 2017, 10th August 2017, 06th November, 2017 and 25th January 2018 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. 26th May 2017, 10th August 2017, 06th November 2017 and 25th January 2018 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.
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 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 âWhistle Blower Policyâ 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.
The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.corallab.com/pdf/Whistle-Blower-Policy.pdf
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-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 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 http://www.corallab.com/pdf/Related-Party-Transaction-Policy.pdf
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 âZero Toleranceâ 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 âcode of business conductâ 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 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.
PREVENTION OF INSIDER TRADING:
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 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.
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 thereunder.
During the financial year 2017-18, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31st March, 2018.
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 Intime India Private Limited, Bankers, Shareholders and other Government Agencies for their continued support.
By Order of the Board
For Coral Laboratories Limited
Sd/- Sd/- Sd/-
Chetan Doshi Girish Dhameja Sushma Chinchane
Chairman & Director Whole-Time Director CFO & Director
(DIN: 00319134) (DIN: 07798455) (DIN: 07791735)
Place : Mumbai
Date : 8th August, 2018
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 âRELATED 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 ârelated 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 âSEBI 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 (âNRCâ) 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 Companyâs 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 âAnnexure [D]â 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 Auditorsâ Report for the financial year 2015-16, does not contain any qualification, reservation or adverse remark.
AUDITORSâREPORT/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 Promoterâs 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 âAnnexure- [C]â 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 Companyâs 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 âAnnexure - [B]â to the Directorsâ 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 âWhistle Blower Policyâ 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 âZero Toleranceâ 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 âcode of business conductâ which forms an Appendix to the Code. The Code has been posted on the Companyâs 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 Companyâs 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 à 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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