To
The Members of Coral Laboratories Limited
Dear Member(s),
Your Directors have pleasure in presenting their Forty-Second (42nd) Annual Report and the Audited Financial Statements for the year ended March 31,2024.
FINANCIAL SUMMARY AND HIGHLIGHTS:
Standalone financial highlights of the company based on Indian Accounting Standards (Ind AS) for FY2023-2024 (i.e., from 1 April 2023 to 31 March 2024) compared to the previous financial year is as under:
(? in Lacs)
PERFORMANCE:
Our Company continues to operate only in one segment i.e., pharmaceuticals and there is no change in the nature of business of the Company. During the year under review, the company posted Revenue of Rs. 9029.28 Lacs as compared to previous year Rs. 8501.35 Lacs. The earnings after tax stood at Rs. 1578.90 Lacs as compared to Rs. 644.54 Lacs during the previous year.
TRANSFER TO RESERVES:
Your Company does not propose to transfer any amount to the general reserve.
STATE OF AFFAIRS:
During the year under review, your Company enjoyed a cordial relationship with workers and employees at all levels.
CHANGE IN NATURE OF BUSINESS, IF ANY:
The Company operated in a single segment i.e., Pharmaceuticals. During the year, there was no change in the nature of business of the Company.
DIVIDEND:
The Directors of the Company have recommended the Final Dividend at the at the rate of Rs. 2/- per equity share (i.e 20%) of Rs. 10/- each, fully paid-up, for the financial Year ended March 31,2024, subject to the approval of the Shareholders of the Company at the ensuing Annual General Meeting (AGM).
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statement relate and the date of the report.
HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
Your Company does not have any Holding, Subsidiaries, Joint Venture or Associate Companies.
EXTRACT OF ANNUAL RETURN:
In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at website linkhttps://corallab.com/lnvestors.aspx
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 the interest of the company at large. Thus, we can conclude there was no materially significant Related Party Transaction made by the company during the year under review, except transactions which happen in ordinary course of business.
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 [I]”.
The Company has adopted a RPT 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) Regulations, 2015. This Policy is available on the website of the Company atwww.corallab.com
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, along with the purpose for which such loan or guarantee was proposed to be utilized by the recipient, form part of the notes to the financial statements provided in this annual report.
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.
SHARE CAPITAL:
EQUITY SHARE CAPITAL:
The Authorised Share Capital of the company is Rs. 10,00,00,000/- and the Paid-up Equity Share Capital as on March 31,2024, is at Rs. 3,57,26,000/-. During the year under review, the Company has not altered its Share Capital nor issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.
PUBLIC DEPOSIT:
Your Company has neither accepted nor renewed any deposits covered under Chapter V of the Companies Act, 2013 and other applicable provisions, if any, and the necessary rules made there under during the year ended March 31,2024.
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 Link Intime India Private Limited, Registrar & Transfer Agent for dematerialization of existing holding of the shareholders.
Further as per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8,2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed from April 1, 2019, unless the securities are held in the dematerialized form with the depositories. Therefore, shareholders are requested to take action to dematerialize the Equity Shares of the Company to eliminate all the risks associated with physical shares, promptly.
The International Securities Identification Number allotted to the Company is INE683E01017. The equity shares of the Company are listed at BSE Limited (BSE).
LISTING WITH STOCK EXCHANGES:
The Equity Shares of the Company continue to be listed at BSE Limited. The scrip code number of the Equity shares of the Company on BSE is 524506.The Company confirms that it has paid up to date listing fees to BSE Limited.
Your Company has also been enlisted in the SEBI compliant redressal system (SCORES) enabling the investors to register their complaints if any for speedy redressal.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A detailed report on the Management Discussion and Analysis in terms of Regulation 34(2)(e) read with Schedule V Part B of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as a part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:
The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are attached as “Annexure [II]” to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Company is committed to good corporate citizenship. As a part of its corporate social responsibility, the Company continues to undertake a range of activities for the welfare of the society. The CSR policy of the Company is placed on the website of thewww.corallab.com
During the year under review, the Company was supposed to spent Rs. 22,24,565/- (2% of the average net profits of last three financial years) towards Corporate Social Responsibility (CSR) activities. In compliance with Section 135 of the Act, the Company has undertaken CSR activities, projects, programs, excluding activities undertaken in pursuance of its normal course of business.
During the year under review the Company has spent Rs 22,24,565/- of the average qualifying net profits of last three financial years) on CSR activities on projects qualifying as per Section 135 of the Act, duly approved by the CSR Committee of the Board.
The salient features of the CSR Policy and details of activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in “Annexure [III]” of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on website of the Company: www.corallab.com
CORPORATE GOVERNANCE:
Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance, as prescribed under the Listing Regulations. A detailed report on the Corporate Governance systems and practices of the company has been enclosed as a part of this Annual Report.
The Certificate from the M/s. SARK & Associates LLP, Company Secretaries (Erstwhile SARK & Associates, Company Secretaries)confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also included as a part of this report.
NUMBER OF MEETING OF THE BOARD OF DIRECTORS:
Your Board of Directors has duly met 7 (Seven) times during the financial year 2023-2024, i.e., on May 23,2023, July 11,2023, August 12, 2023, September 26, 2023, November 09, 2023, February 14, 2024 and March 08, 2024 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. Further details can be seen in the Corporate Governance Report Included in the Annual Report.
NUMBER OF MEETINGS OF AUDIT COMMITTEE:
Audit Committee has duly met 5 (Five) times during the financial year 2023-2024 i.e., on May 23,2023, July 11,2023, August 12, 2023, November 09,2023 and February 14,2024 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. Further details can be seen in the Corporate Governance Report Included in the Annual Report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
(i) Changes in Directors and Key Managerial Personnel (KMP):
During the year, there were no major changes in Key Managerial Personnel (KMP) in the Financial Year 2023-2024:
• Mr. Rajendrasinh Rana (DIN: 09306136), retires by rotation atthis Annual General Meeting and being eligible, seeks reappointment.
• Mr. Girish M Dhameja (DIN: 07798455), retires by rotation at this Annual General Meeting and being eligible, seeks reappointment.
• At the Board Meeting dated May 23, 2023, the Board of Directors re-appointed Mr. Girish M Dhameja (DIN:07798455) as Whole Time Director of the Company for a further tenure commencing from 26th May 2023 to 30th September 2027 and approved by the shareholders at 41st Annual General Meeting held on August 11,2023.
Changes after closure of the Financial Year 2023-2024in Key Managerial Personnel (KMP):
• Resignation of Ms. Ruchi Anjaria from the post of Company Secretary & Compliance Officer with effect from December 08, 2023.
• Ms. Shifa Memon was appointed as Company Secretary & Compliance Officer of the Company with effect from March 9, 2024.
• Ms. Shifa Memon resigned from the post of Company Secretary & Compliance Officer of the Company with effect from March 14,2024.
• Mrs. Ruchi Pipara was appointed as Company Secretary & Compliance Officer of the Company with effect from April 24, 2024.
• Mrs. Ruchi Pipara resigned from the post of Company Secretary & Compliance Officer of the Company with effect from July 13,2024.
• Mrs. Dhwani Desai was appointed as Company Secretary & Compliance Officer of the Company with effect from July 15, 2024.
• At the Board Meeting dated August 09, 2024, the Board of Directors appointed Ms. Pooja Hindia (DIN: 09840237) as an Additional Independent Director of the Company for a first term of five consecutive years with effect from August 09,2024 subject to the approval of the shareholders at the forthcoming Annual General Meeting.
• Cessation of Mrs. Sheela Kamdar due to Completion of second term of 5 (five) years of Mrs. Sheela Kamdar (DIN: 06948522) as an Independent Director, expires on August 11, 2024 and accordingly she ceased to be Independent Director on the Board of the Directors, from the closure of business hours on August 11,2024
(ii) Constitution of Board of Directors as on March 31,2024, is as follows:
*Terms of Mrs. Sheela Kamdar expired on August 11, 2024 and Ms. Pooja Hindia was appointed as an additional Independent Director on August 09,2024, subject to the approval of shareholders in AGM.
(iii) KEY MANAGERIAL PERSONNEL (KMP):
The following are the Key Managerial Personnel of the Company as on March 31,2024:
1. Mr. Girish M Dhameja-Whole Time Director
2. Mrs. Sushma Kadkade-Chief Financial Officer (CFO)
*Mrs. Dhwani Desai appointed as Company Secretary & Compliance Officer w.e.f July 15,2024.
DECLARATION FROM INDEPENDENT DIRECTORS:
In accordance with provisions of section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Section 149 of Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As per MCA Circular dated October 22, 2019 -Companies fifth Amendment in rules - Companies (Appointment and Qualification of Directors) Rules, 2014, the names of the Independent Directors Mrs. Sheela Kamdar, Mr. Saurabh Shahand Mr. Malay Doshi are registered with the databank maintained by the Indian Institute of Corporate Affairs and qualify online proficiency self-assessment test within 1 year time post registration.
As per MCA Circular dated December 18, 2020- Companies (Appointment and Qualification of Directors) Fifth Amendments Rules, 2020, Independent Directors were given certain relaxations namely:
• The time limit to qualify online proficiency self-assessment test has been increase to “within 2 years” time post registration with data bank maintained by the Indian Institute of Corporate Affairs. Further extension of 1 year was provided in subsequent circular.
• Exemption to pass and qualify online proficiency self-assessment was given to individuals who has served for a total period of not less than three years as on the date of inclusion of the name in the data bank as director or key managerial personnel, as on the date of inclusion of his name in the data bank, in one or more of the following, namely: -
(a) listed public company; or
(b) unlisted public company having a paid-up share capital of rupees ten crore or more; or
(c) body corporate listed on any recognized stock exchange or in a country which is a member State of the Financial Action Task Force on Money Laundering and the regulator of the securities market in such member State is a member of the International Organization of Securities Commissions; or
(d) bodies corporate incorporated outside India having a paid-up share capital of US$ 2 million or more; or
(e) statutory corporations set up under an Act of Parliament or any State Legislature carrying on commercial activities.
Considering the exemptions given in the MCA Circular dated December 18, 2020, Sheela Kamdar is exempt to appear and qualify online proficiency self-assessment test, since she is acting as Independent Director in the Company since 2014, i.e., she was on the Board of the Company and served as Director of the Company for more than 3 years as on the date of inclusion of her name in the Data Bank.
Further, Mr. Saurabh Shah and Mr. Malay Doshi were appointed on the Board of the Company in the year 2019 and 2021 as a result they are not exempted from appearing and qualifying online proficiency self-assessment test. Both the Directors appeared for online proficiency self-assessment test and have successfully cleared the exam conducted by Indian Institute of Corporate Affairs (IICA) within specified time line and are eligible to continue as Independent Director of the Company.
Mrs. Pooja Hindia was appointed as an additional independent director of the Company for a first term of five consecutive years with effect from August 09,2024.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act,2013 and as per SEBI Regulations, evaluation of all Board members is performed on annual basis. The evaluations of all the directors, Committees, Chairman of Board and Board as a whole was conducted based on criteria and framework adopted by the Board.
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 based on the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.
In a separate meeting of independent Directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairperson was evaluated, taking into account the views of Executive Directors and Non- Executive Directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.
The committees are evaluated on certain parameters such as effective discharge of their roles, responsibilities and advice given to the board for discharging its fiduciary responsibilities, including adequate and periodical updates to the board on the committees' functioning.
BOARD COMMITTEES:
The Board of Directors have the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
The details of the Board Committees along with their composition as well as changes in their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.
NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY:
The Board of Directors has adopted NRC policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel /Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has been posted on the website of the Company at www.corallab.comunder investor's relations /policies.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your company has an effective internal control and risk - mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The 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. Paresh Vora & Associates, Chartered Accountant, Internal Auditor for the Financial Year 2023-2024. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides bench marking 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 them. 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. To maintain its objectivity and independence, the internal Audit function reports to the Chairperson of the Audit Committee.
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 risk management committee. Hence it is not applicable to the Company for the year under review.
At present the company has not identified any element of risk which may threaten the existence of the company. The Company has adopted Risk Management Policy which has been posted on the website of the Company: www.corallab.com
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in “Annexure [IV] ” to this Report.
AUDITORS AND AUDITORS' REPORT:
(i) Statutory Auditors:
As the members are aware M/s M. A. Parekh & Associates, Chartered Accountants (having Firm Registration No: 121973W) were appointed as Statutory Auditors of the Company by the shareholders at the 39thAnnual General Meeting held on September24,2021, for a period of 4years till the conclusion of the 43rdAnnual General Meeting of the Company.
However in terms of Section 139 of the Companies Act, 2013 (the “Act”) read with the Companies (Audit and Auditors) Rules, 2014, a listed company shall not appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years and that the period for which the audit firm has held office as auditor prior to the commencement of the Act shall be taken into account for calculating the period of ten consecutive years. However, the said Section further provides a transition period of three years from the date of commencement of the Act i.e., 1st April 2014 to comply with the aforesaid requirements.
Further, the Companies (Audit and Auditors) Rules, 2014 contains manner and procedure of selection and appointment of auditors, which inter alia provides that the Audit Committee shall consider that whether the qualification and experience of the firm are commensurate with the size and requirements of the Company. While considering the appointment, the Audit Committee shall also have regard to any order or pending proceedings relating to professional matters of conduct against the proposed auditors.
The Auditors' Report for the Financial Year 2023-2024 does not contain any qualification, reservation, or adverse remark. The Auditor's Report is annexed along with financials of the Company.
(ii) Secretarial Auditor:
In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to appoint Secretarial Auditor, who shall be a Company Secretary in practice, to conduct Secretarial Audit of the Company.
The Board of Directors at their meeting held on May 23, 2023, based on the consent received from M/s SARK & Associates, Company Secretaries appointed M/s SARK & Associates, Company Secretaries, as Secretarial Auditor of the Company for the Financial Year ended 31stMarch 2024. M/s SARK & Associates Company Secretaries are now M/s SARK & Associates LLP, Company Secretaries.
The Secretarial Audit Report is annexed herewith as “Annexure [V] ” to this Report.
COMMENTS OF THE BOARD FOR REMARKS
The Secretarial Audit Report and/or Secretarial Compliance Report does not contain any qualification, reservation, or adverse remark.
(iii) Cost Auditor:
In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules,2014, your Company is required to maintain Cost Records of the Company. Such accounts and records have been duly maintained by the Company.
On the recommendation of the audit committee, the board had appointed M/s Aatish Dhatrak & Associates (Membership no.: 30105) Cost & Management Accountant, a sole proprietor bearing FRN: 101575 as Cost Auditor of the company to conduct Audit for F.Y. 2024-2025 at a remuneration of Rs. 2,35,000 plus reimbursement of out-of-pocket expenses at actual and applicable taxes. The provisions also require that the remuneration of the cost auditors be ratified by the shareholders. Hence, approval of shareholders is being taken in this Annual General Meeting.
SECRETARIAL STANDARDS
In terms of Section 118(10) of the Companies Act, 2013, the company complies with Secretarial Standards 1 and 2, relating to the ‘Meetings of the Board of Directors' and ‘General Meetings' respectively as specified by the Institute of Company Secretaries of India and approved by the Central Government.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the provisions of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, declared dividends which remained unpaid or unclaimed for a period of seven years have been transferred by the company to the IEPF, which has been established by the Central Government. The above-referred rules also mandate transfer of shares on which dividend are lying unpaid or unclaimed for a period of seven consecutive years to IEPF.
The company will issue individual notices to the shareholders whose equity shares are liable to be transferred to IEPF, advising them to claim their dividend on or before 27th October 2024, The details of unpaid/unclaimed dividend will be available on our website: www.corallab.com.
Hereunder are the details of Dividends paid by the Company and their proposed due dates and year of transfer of unclaimed/un-encashed dividends to the designated fund of the Central Government.
During the Financial Year 2023-2024, the company has transferred to the Investor Education and Protection Fund (IEPF) following amount of unclaimed dividends and corresponding shares thereto as stated below:
Any corporate benefits accruing on such shares, viz. bonus shares, split etc., shall also be credited to unclaimed suspense account, for a period of seven years and thereafter will be transferred by the company to IEPF, in accordance with provisions of section 124(5) and (6) of the Companies Act, 2013 and rules made thereunder.
Any person whose shares and unpaid/unclaimed dividends get transferred to the IEPF may claim the shares and unpaid/unclaimed dividends from the IEPF in accordance with such procedure and on submission of such documents as prescribed. The Voting rights on such shares shall remain frozen till the rightful owner of such shares claims the shares.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(C) of the Companies Act, 2013, Directors of your Company hereby state and confirm that-
(a) In the preparation of the Annual Accounts for the year ended March 31,2024, 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 have 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 have 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.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for Directors and employees to report genuine concerns has been established.
The purpose of the “Whistle Blower Policy” is to allow employees to raise concerns about unacceptable, improper or unethical practices being followed in the organization. They will be protected against any adverse action and/or discrimination as a result of such a reporting, provided it is justified and made in good faith. The complaints can also be addressed to Chairperson of Audit Committee and Chairman in exceptional cases.
The “Whistle Blower policy” has been uploaded on the website of the Company at www.corallab.com
REPORTING OF FRAUDS:
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed thereunder.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees during day-to-day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings/ behavior of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “code of business conduct” which forms an Appendixtothe Code. The Code has been posted on the Company's website www.corallab.com.
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. The Code gives guidance through examples of 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.
PREVENTION OF INSIDER TRADING:
Based on the recommendation of the Audit Committee, the Company has adopted a revised Code of Conduct for the 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 of Directors and the designated employees have confirmed compliance with the Code. The policy for same has been posted on the website of the company.: www.corallab.com
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act.
During the financial year 2023-2024, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of March 31,2024.
REGISTERED OFFICE OFTHE COMPANY:
During the financial year 2023-2024, Registered Office of the company was shifted from gujaratto maharashtra
ACKNOWLEDGMENT:
Your directors place on record, their sincere appreciation for the steadfast commitment and highly motivated performance by employees at all levels across the globe, which was instrumental in sustained performance of the Company. Your directors also sincerely thank all the stakeholders, business partners, government & other statutory bodies, banks, financial institutions, analysts and shareholders for their continued assistance, cooperation and support.