Dear Shareholders,
The Board of Directors is pleased to present the 31st Annual Report on the
business and operations of your Company along with the audited statement of accounts and
the Auditors' Report for the financial year ended March 31, 2024. The highlights of the
financial results for the year under review are given below:
1. FINANCIAL RESULTS:
The Company's financial and operational performance for the year ended March 31, 2024
issummarized below:
(Rs. in Lakh)
PARTICULARS |
2023-24 |
2022-23 |
Operating Income |
5856.31 |
6,688.64 |
Other Income |
29.92 |
12.84 |
Total Income |
5886.23 |
6,701.48 |
Less: Total Expenditure |
5828.08 |
6,576.50 |
Profit before tax |
58.15 |
124.98 |
Less: Provision for Tax |
16.03 |
18.52 |
Profit after tax |
42.12 |
48.93 |
Other Comprehensive Income |
(0.17) |
4.28 |
Total Comprehensive Income/expenses for the year |
41.95 |
53.21 |
Balance of profit /loss for earlier years |
319.35 |
282.41 |
Balance carried forward |
361.30 |
319.35 |
Earning per equity share (nominal value of shares Rs. 10 each) |
|
|
Basic |
0.65 |
0.75 |
Diluted |
0.65 |
0.75 |
There are no material changes and commitments affecting the financial position of the
Company, which have occurred between the end of the financial year and the date of this
report.
Further, there has been no change in nature of business of the Company.
2. THE STATE OF THE COMPANY'S AFFAIRS: |
| Your company is one of the leading marketing companies, which is trading
in wide range of branded drugs including GIT disorders, Anti-Diabetics, Anti-Hypertensive
Drugs, Anti-Infective, Soaps & Anti-Bacterial |
| Drugs, Nutraceuticals and more. Zenlabs Ethica Limited corporate
sustainability is demonstrated through |
| (a) fair, transparent and ethical governance, |
| (b) engagement with marginalized and vulnerable communities, |
| (c) adherence to and respect for all human rights, |
| (d) reduction of impact of its operations on the environment and |
| (e) promotion of employee well-being and safety. |
In last three years, your company has optimized its business models, reshaped its
portfolio, and expanded its footprint to strengthen its competitive position in key
geographies. Throughout the pandemic, your company has up scaled our capabilities to
ensure widespread availability of quality medicines. Your Company is committed to
investing in talent to nurture an agile, innovation, and excellence-focused culture.
Management discussion and analysis report attached as Annexure-D to the Director's
Report provides detailed analysis of the State of the Company's Affair, including the
future prospects for the Company.
3. TRANSFER TO RESERVES:
During the financial year 2023-24 the Company has transferred INR 42.12 Lakh (Profit
after tax) to the General Reserves.
4. DIVIDEND:
The Board of Directors of your company, after considering holistically the relevant
circumstances, has decided that it would be prudent, not to recommend any Dividend for the
financial year ended March 31, 2024.
5. CHANGES IN SHARE CAPITAL, IF ANY:
During the year under review, there has been no change in the authorized, issued,
subscribed and paid-up share capital share capital of the Company.
As on 31st March 2024, the authorized share capital of the Company is Rs.
20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity
Shares of Rs. 10/- (Rupees Ten) each and paid-up share capital is Rs. 6,51,00,150 (Rupees
Six Crore Fifty-One Lakhs One Hundred Fifty only) divided into 65,10,015 (Sixty-Five Lakhs
Ten Thousand Fifteen only) equity shares of Rs. 10/- (Rupees Ten only) each.
The detailed break-up of the share capital is furnished in Note-15 to the ‘Notes
to Accounts' of the Audited Financial Statements of the Company.
6. ANNUAL RETURN:
The Annual Return of the Company as on March 31, 2024 in Form MGT 7 in accordance with
Section 92(3) and Section 134(3)(a) of the Companies Act ,2013 as amended from time to
time and the Companies (Management and Administration) Rules, 2014, will be made available
on the website of the Company at https:// www.zenlabsethica.com.
7. BOARD OF DIRECTORS OF THE COMPANY:
a) Composition of the Board of the Directors
The Board of Directors of the Company has an optimum combination of Executive,
Non-Executive and Independent Directors. The composition of the Board is in conformity
with Section 149 of the Companies Act, 2013. The Board of Directors comprised of 5 (five)
Directors as on March 31, 2024. The names of the directors, their DIN, category of their
directorship along with other relevant details are given hereunder: -
| Name of the Director |
DIN |
Designation |
Category |
| Mr. Sanjeev Kumar |
01154896 |
Managing Director |
Promoter |
| Mr. Sanjay Dhir |
02452461 |
Whole-time Director |
Promoter |
| Mrs. Himjyoti |
02398927 |
Non-Executive Director |
Promoter Group |
| Mr. Anurag Malhotra |
07552713 |
Non-Executive Independent Director |
Non- promoter |
| Mr. Kuldeep Singh |
08454422 |
Non-Executive Independent Director |
Non- promoter |
*Note: Mr. Hitesh Popatlal Oswal ceased to be Director of the Company with effect
from 30th September, 2023. Mr. Ashok Kumar Gupta ceased to be Director of the
Company with effect from 18th October, 2023.
b) Meeting and attendance
During the financial year ended on March 31, 2024, the Board met 8 (Eight) times during
the year under review. The details of such meetings are given below. The maximum interval
between any two meetings did not exceed 120 days, as prescribed by the Act. The Attendance
of the Directors at the Board Meetings are as under:
Board Meeting |
Mr. Sanjay Dhir |
Mr. Sanjeev Kumar |
Mrs. Himjyoti |
Mr. Hitesh Popatlal |
Oswal* |
Mr. Kuldeep Singh |
Anurag Malhotra Mr. |
Ashok Gupta* Mr. |
| 01st May 2023 |
P |
P |
P |
P |
|
P |
P |
P |
| 24th May 2023 |
P |
P |
P |
P |
|
P |
P |
P |
| 28th July 2023 |
P |
P |
P |
P |
|
P |
P |
P |
| 04thSeptember 2023 |
P |
P |
P |
P |
|
P |
P |
P |
| 06th November 2023 |
P |
P |
P |
- |
|
P |
P |
- |
| 06th November 2023 |
P |
P |
P |
- |
|
P |
P |
- |
| 15th December 2023 |
P |
P |
P |
- |
|
P |
P |
- |
| 29th January 2024 |
P |
P |
P |
- |
|
P |
P |
- |
*Note: Mr. Hitesh Popatlal Oswal ceased to be Director of the Company with effect
from 30th September, 2023. Mr. Ashok Kumar Gupta ceased to be Director of the
Company with effect from 18th October, 2023.
c) Directors retiring by rotation
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. Sanjay Dhir, Whole-Time Director, is due to retire by rotation at the ensuing
Annual General Meeting and being eligible, has offered himself for re-appointment. The
Board of Directors on the recommendation of the Nomination and Remuneration Committee
("NRC") has recommended his re-appointment. Resolution seeking his
re-appointment along-with his profile as required under Regulation 36(3) of the Listing
Regulations forms part of the Notice of 31st Annual General Meeting.
d) Directors / Key Managerial Personnel appointed / resigned during the financial year
under review and up to the date of this report:
During the period under review following changes took place in the composition of Board
of directors and Key Managerial Personnel of company:
| Name |
DIN/PAN |
Designation |
Date of appointment/ change in designation /cessation |
Nature of change |
| Mrs. Tanvi Chhabra |
ARXPC9818N |
Company Secretary and Compliance officer |
28/04/2023 |
Cessation |
| Mr. Akshay Saxena |
HFJPS0054F |
Company Secretary and Compliance officer |
28/07/2023 |
Appointment |
| Mr. Adarsh Sharma |
AMYPS7789J |
Chief Financial Officer (CFO) |
28/07/2023 |
Appointment |
| Mr. Sanjay Dhir |
AFFPD9015E |
Chief Financial Officer (CFO) |
28/07/2023 |
Cessation |
| Mr. Hitesh Popatlal Oswal |
06715966 |
Additional Director |
30/09/2023 |
Cessation |
| Mr. Ashok Kumar Gupta |
07330108 |
Non Executive Independent Director |
18/10/2023 |
Cessation |
After the closure of financial year and before the date of signing of Board report
following changes took place in the Key Managerial Personnel of company:
| Name |
DIN/PAN |
Designation |
Date of appointment/ change in designation /cessation |
Nature of change |
| Mr. Akshay Saxena |
HFJPS0054F |
Company Secretary & Compliance officer |
19/07/2024 |
Cessation |
| Ms. Manju Bala |
GBCPB1173G |
Company Secretary & Compliance Officer |
07/08/2024 |
Appointment |
e) Declaration of Independent Directors:
The Independent Directors of your Company have submitted requisite declarations that
they continue to meet the criteria of Independence as laid down in Section 149(6) of the
Companies Act, 2013 and Regulations 16(1) (b) and there is no change in the status of
their Independence and have confirmed that they are not aware of any circumstance or
situation which exists or may be reasonably anticipated that could impair or impact their
ability to discharge their duties.
The Independent Directors of your Company are in compliance with the requirements under
Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as
amended).
The Board of Directors further confirms that the Independent Directors also meet the
criteria of expertise, experience, integrity and proficiency in terms of Rule 8 of the
Companies (Accounts) Rules, 2014 (as amended).
f) Independent Directors Meeting and Board Evaluation
In order to ensure that the Board and Board Committees are functioning effectively and
to comply with the statutory requirements, the annual performance evaluation of the Board,
Board Committees and individual Directors was conducted during the year. The evaluation
was carried out based on the criterion and framework approved by the Nomination and
Remuneration Committee pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
In a separate meeting of Independent Directors held on January 01, 2024, performance of
Non-Independent Directors, the Board as a whole and Chairman of the Company was evaluated,
taking into account the views of executive directors and non-executive directors.
At the board meeting that followed the meeting of the Independent Directors and meeting
of Nomination and Remuneration Committee, the performance of the Board, its committees,
and individual Directors was also discussed. Performance evaluation of independent
directors was done by the entire Board, excluding the Independent Director being
evaluated.
8. COMMITTEES OF THE BOARD:
a) Audit Committee:
The Audit Committee of the Company is constituted in line with the provisions of
Section 177 of the Companies Act, 2013 read with the rules made thereunder. The Committee
comprises of members who possess financial and accounting expertise/exposure.
During the year under review, Meetings of the Audit Committee were held as follows:
Meeting |
01st Meeting |
02nd Meeting |
03rd Meeting |
04th Meeting |
Date |
24-05-2023 |
28-07-2023 |
06-11-2023 |
29-01- 2024 |
Composition of the Committee and details of attendance of each Member at the Audit
Committee Meetings are as follows:
| S. No. Name |
Designation |
Number of Meetings during the financial year 2023-24 |
|
|
Entitled to Attend |
Attended |
| 1 Mr. Ashok Kumar Gupta* (Chairman & Member) |
Independent Director Non-Executive |
2 |
2 |
| 2 Mr. Kuldeep Singh** (Chairman & Member) |
Independent Director Non-Executive |
2 |
2 |
| 3 Mr. Anurag Malhotra (Member) |
Independent Director Non-Executive |
4 |
4 |
| 3 Mr. Sanjay Dhir (Member) |
Executive Director |
4 |
4 |
Note: *Mr. Ashok Kumar Gupta ceased to be the Chairman & member of the
Committee subsequent to his resignation from the post of Independent Director of the
Company with effect from 18th October, 2023. **Mr. Kuldeep Singh, Independent
Director was appointed as a Chairman & member of the Committee with effect from 6th
November, 2023.
The Manager, Chief Financial Officer, Internal Auditors, Statutory Auditors and other
senior executives of the Company attended the Audit Committee Meetings as invitees. The
Company Secretary acts as the Secretary to the Audit Committee.
b) Nomination and Remuneration Committee
The composition, powers, role and terms of reference of the Nomination and Remuneration
Committee are in accordance with the requirements mandated under Section 178 of the
Companies Act, 2013. Apart from the above, the Committee also carries out such
functions/responsibilities entrusted on it by the Board of Directors from time to time.
During the year under review, Meetings of the Committee were held as follows:
| Meeting |
1st Meeting |
2nd Meeting |
3rd Meeting |
| Date |
20-06-2023 |
18-10-2023 |
06-11-2023 |
Composition of NRC and details of attendance of the Members at Meetings of the
Committee are as follows:
|
Number of meetings during the financial year 2023-24 |
Sr. No. Name |
Entitled to Attend |
Attended |
1 Mr. Ashok Kumar Gupta* (Chairman & Member) |
2 |
2 |
2 Mrs. Himjyoti ** (Chairman & Member) |
1 |
1 |
3 Mr. Anurag Malhotra ( Member) |
3 |
3 |
4 Mr. Kuldeep Singh ( Member) |
3 |
3 |
Note: *Mr. Ashok Kumar Gupta ceased to be the Chairman & member of the
Committee subsequent to his resignation from the post of Independent Director of the
Company with effect from 18th October, 2023.
** Mrs. Himjyoti, Non-Executive Director was appointed as a Chairman & member of
the Committee with effect from 6th November, 2023.
c) Stakeholder Relationship Committee
The composition, powers, role and terms of reference of the Committee are in accordance
with the requirements mandated under Section 178 of the Companies Act, 2013.
During the year under review, Meetings of the Committee were held as follows:
| Meeting |
1st Meeting |
2nd Meeting |
3rd Meeting |
04th Meeting |
05th Meeting |
06th Meeting |
| Date |
19-04-2023 |
03-02-2024 |
22-02-2024 |
27-02-2024 |
28-02-2024 |
20-03- 2024 |
Rs
|
Number of meetings during the financial year 2023-24 |
Sr. No. Name |
Entitled to Attend |
Attended |
1 Mr. Anurag Malhotra (Chairman & Member) |
6 |
6 |
2 Mr. Ashok Kumar Gupta (Member)* |
1 |
1 |
3 Mr. Kuldeep Singh(Member)** |
5 |
5 |
4 Mrs. Him jyoti (Member) |
6 |
6 |
Note: **Mr. Ashok Kumar Gupta ceased to be the member of the Committee subsequent
to his resignation from the post of Independent Director of the Company with effect from
18th October, 2023. **Mr. Kuldeep Singh, Independent Director was appointed as a member of
the Committee with effect from 6th November, 2023.
9. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The Company's Policy on Director's appointment and remuneration and other matters
provided in section 178(3) of the Companies Act, 2013 is available on the website of the
Company and can be accessed at https://www.zenlabsethica.com/policies/.
10. STATUTORY AUDITORS:
Pursuant to Section 139 of the Companies Act, 2013, and rules made thereunder, M/s. N
Kumar Chhabra & Co., Chartered Accountants, Chandigarh (Registration No.000837N), were
appointed as Statutory Auditors of the Company in the 28th Annual General Meeting held on
September 30, 2021 to hold the office from the conclusion of the said Annual General
Meeting until the conclusion of the 33th Annual General Meeting to be held in year 2026.
Pursuant to 141 of the Companies Act, 2013 and relevant Rules prescribed thereunder,
the Statutory Auditors have confirmed that they are not disqualified from continuing as
Auditors of the Company.
The Auditors have also confirmed that they have subjected themselves to the peer review
process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate
issued by the Peer Review Board of the ICAI.
Statutory Auditor of the company have audited the accounts of your Company for the FY
2023-24 and their report is annexed together with the explanatory notes therein, which are
self-explanatory and therefore, do not call for any further explanation or comments from
the Board under Section 134(3) of the Companies Act, 2013.
Pursuant to sub-section (3)(ca) of section 134 of the Companies Act, 2013, it is
further declared that no frauds have been reported by the Auditors under sub-section (12)
of section 143 of the Companies Act, 2013. The Auditors' Report does not contain any
qualification, reservation or adverse remark.
11. INTERNAL AUDITORS:
Pursuant to Section 138 of the Companies Act, 2013 read with applicable rules made
thereunder, The Board of Directors appoint M/s Anu & Associates, Chartered
Accountants as the Internal Auditors of your Company,
The Internal Auditors have reviewed the design and operating effectiveness of various
process covering the surveillance, operational, statutory compliances, business
development, administrative, human resource, financial & accounting aspects of your
Company.
The Internal Auditors were satisfied with the management response on the observation
and recommendations made by them during the course of their audit and have expressed
satisfaction with the internal systems, controls and process followed by your Company.
12. SECRETARIAL AUDITOR & REPORT:
Pursuant to Section 204 of the Companies Act, 2013 read with rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company had appointed M/s Jaspreet Dhawan & Associates, a firm of Company
Secretaries in Practice to conduct the Secretarial Audit of the Company for year ended
March 31, 2024.
The Report of the Secretarial Audit is annexed herewith as Annexure - A. The
said Secretarial Audit Report does not contain any qualifications, reservations, adverse
remarks and disclaimer.
13. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors, to the
best of its knowledge and ability, confirm that:
a. That in the preparation of the annual accounts, the applicable accounting standard
had been followed along with proper explanation relating to material departures.
b. That the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the Profit of the Company for that Period.
c. That the Directors have taken proper and sufficient care for the maintenances of
adequate accounting records in accordance with the provision of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
d. That the Directors have prepared the Annual accounts on a going concern basis.
e. That the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
f. Proper systems are devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
14. RESEARCH AND DEVELOPMENT:
As your Company is a trading company and not directly involved in any manufacturing
activity, your Company is not directly involved in any Research and Development
activities.
15. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Company's operations do not involve high consumption of energy. The company has
taken adequate measures regarding conservation of energy.
The details of the Foriegn Exchange earnings and outgo are given as the part to the
Notes to Account of the Financial statement.
16. DEPOSITS:
Your Company had not invited any deposits from the public, and as such, no amount on
account of principal or interest related thereto was outstanding as on the date of the
Balance Sheet i.e., March 31, 2024.
17. PARTICULARS OF EMPLOYEES:
The ratio of remuneration of each Director to the median employee's remuneration and
other details in accordance with Section 197 (12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are forming part of this report as
Annexure B.
18. BUY BACK OF SHARES:
During the year under review, your Company has not announced any scheme for buy back of
shares from its shareholders.
19. CORPORATE GOVERNANCE:
The company falls under the exemption criteria as provided under Regulation 15(2)(a) of
the SEBI (Listing Obligations & Disclosure requirements) Regulations, 2015 as the
Paid-up capital of the company was below Rs. 10 Crores and net worth was below Rs. 25
Crores as on the last day of the previous financial year.
As on 31st March, 2024, Company's Paid-up Capital is of Rs. 6,51,00,150/- (Rupees Six
Crore Fifty-One Lakhs and One Hundred Fifty only) and Net worth INR 101,230,000/- (Indian
Rupees Ten Crore Twelve Lakh Thirty-Five Thousand Only).
Hence, compliance with Corporate Governance provisions as per Listing Obligations &
Disclosure requirements (LODR) Regulations, 2015 are not applicable to company.
20. VIGIL MECHANISM POLICY:
The Board, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read
with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 has framed a
"VIGIL MECHANISM".
Your Company believes in highest possible standards of ethical practices, moral and
legal conduct of business operations and to maintain these standards, the Company
encourages its Directors and employees to come forward and freely communicate their
concerns about illegal or unethical practices/ behavior, actual or suspected, fraud or
violation the appropriate authority so that timely and speedy investigations can be
undertaken and corrective action could be taken if warranted.
This mechanism has been framed with a view to enable stakeholders, including Directors,
individual employees of the Company to freely communicate their concerns about illegal or
unethical practices and to report genuine concerns or grievance as also to report to the
management concerns about unethical behaviors, actual or suspected fraud.
The framework provides for (a) adequate safeguards against victimization of persons who
use this Mechanism; and provides (b) direct access to the Chairperson of the Audit
Committee of the Board of Directors of the Company.
Details of the VIGIL MECHANISM are made available on the Company's website
www.zenlabsethica.com.
21. SUBSIDIARIES/ ASSOCIATES/JOINT VENTURES:
The Company has no subsidiary/Joint ventures/Associate Companies as per the provisions
of Companies Act, 2013. Further, M/s Preet Remedies Limited holds 17,30,455 equity shares
in M/s Zenlabs Ethica Limited. Therefore, our Company is associate company of M/s Preet
Remedies Limited.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
None of the transactions with related parties entered by the Company during financial
year under review, fall under the scope of Section 188(1) of the Act. Accordingly, the
disclosure of related party transactions as required under Section 134(3)(h) of the Act in
Form AOC-2 is not applicable to the Company and hence does not form part of this report.
The approval of the Audit Committee was sought for all transactions with related Parties'.
Certain transactions which were repetitive in nature were approved through omnibus route.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:
Your Company has, during the year under review, not given any loans, guarantees or
provided security and has not made any investments in any body-corporate as specified
under Section 186 of the Companies Act, 2013.
24. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year i.e., March 31, 2024 and the date of this
Report.
25. RISK MANAGEMENT POLICY:
The Company has adopted a Policy on Risk Management to ensure sustainable business
growth with stability and to promote a pro-active approach in reporting, evaluating and
resolving risks associated with the Company's business.
In order to achieve the key objective, this Policy establishes a structured and
disciplined approach to Risk Management, in order to guide decisions on risk related
issues.
In addition to above, the Audit Committee of the Board has additional oversight in the
area of financial risks and controls. Major risk identified by the business and functions
are systematically addressed through mitigating actions on a continuous basis.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:
During the year under review, there were no significant material orders passed by the
Regulators / Courts and no litigation was outstanding as on March 31, 2024, which would
impact the going concern status and future operations of your Company.
27. STATEMENT I N RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITHREFERENCE TO
THE FINANCIAL STATEMENTS:
There are adequate systems of internal financial controls in the Company pursuant to
provisions of Section 134(q) read with Rule 8(5)(viii) of Companies (Accounts) Rules,
2014. The Board has adopted policies and procedures for ensuring orderly and efficient
conduct of its business, including adherence to the companies Policies, the safeguarding
of its assets, prevention and detection of frauds, and accuracy of the accounting records
and timely preparation of financial disclosures.
The Company has appointed M/s Anu & Associates, Chartered Accountants, as Internal
Auditors for the financial year 2023-24.
The Internal Auditor monitors and evaluates the efficiency and adequacy of the internal
control system in the Company, its compliance with operating systems, accounting
procedures and policies of the Company.
Based on the report of Internal Auditor, process owners undertake corrective action in
their respective areas and thereby strengthen the controls. Significant audit observations
and recommendations along with corrective actions thereon are presented to the Audit
Committees of the Board.
28. CORPORATE SOCIAL RESPONSIBILITY:
The Provisions of Section 134(3) (o) and Section 135 of the Companies Act, 2013 read
with Rule 8 of Companies (CSR Policy) Rules, 2014 regarding Corporate Social
Responsibility do not apply to the Company for the period under review.
29. MAINTENANCE OF COST RECORDS & COST AUDIT:
Neither maintenance of cost records nor audit of cost records as required under Section
148 of the Act read with relevant rules made thereunder is applicable to the Company.
30. DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013:
Your Company is committed to provide a safe and secure environment to its women
employees across its functions and other women stakeholders, as they are considered as
integral and important part of the organization. In terms of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended) and Rules framed
thereunder, your Company has duly adopted a Policy and has also complied with the
provisions relating to the constitution of Internal Complaints Committee (ICC).
During the year under review, the Company has not received any complaint pertaining to
sexual harassment. Your Company has been conducting awareness campaign across the
organization office premises to encourage its employees to be more responsible and alert
while discharging their duties.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report as per Regulation 34 of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 is annexed to this Board
Report as per Annexure C.
32. STATEMENT REGARDING COMPLIANCE OF SECRETARIAL STANDARDS:
During the year under review, your Company has duly complied with the applicable
provisions of the Revised Secretarial Standards on Meetings of the Board of Directors
(SS-1) and General Meetings (SS2) issued by the Institute of Company Secretaries of India
(ICSI).
33. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016):
During the year under review, no Corporate Insolvency Resolution application was made
or proceeding was initiated, by/against Zenlabs Ethica Limited under the provisions of the
Insolvency and Bankruptcy Code, 2016 (as amended). Further, no application / proceeding
by/against Zenlabs Ethica Limited under the provisions of the Insolvency and Bankruptcy
Code, 2016 (as amended) is pending as on March 31, 2024.
34. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
Your directors would like to express their appreciation for assistance and co-operation
received from the financial institutions, banks, Government authorities, customers,
vendors and members during the year under review. Your directors also wish to place on
record their deep sense of appreciation for the committed services by the executives,
staff and workers of the Company.
|
For and on behalf of the Board |
|
|
ZENLABS ETHICA LIMITED |
|
|
Sd/- |
Sd/- |
|
Sanjeev Kumar |
Sanjay Dhir |
| Date: 4th September, 2024 |
Managing Director |
Whole-Time Director |
| Place: Chandigarh |
DIN: 01154896 |
DIN: 02452461 |
