Dear Members,
Your Directors have pleasure in presenting the Twenty Fifth Annual Report of your
Company along with the audited Statement of Accounts for the financial year ended 31st
March 2023. The Report also includes the Management Discussion and Analysis Report in
accordance with the Guidelines on Corporate Governance and Financial Statements.
The highlights of the financial results for the year 2022-23 in comparison to the year
2021-22 are as follows:
(Rs.In Lakhs)
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
(*) 2021-22 |
Revenue from operations |
16.87 |
14.75 |
16.87 |
14.75 |
Other income |
Nil |
Nil |
Nil |
Nil |
Total revenue |
16.87 |
14.75 |
16.87 |
14.75 |
Profit before Depreciation |
(54.36) |
(37.93) |
(55.31) |
(37.93) |
Depreciation |
2.83 |
3.02 |
2.83 |
3.02 |
Profit Before Tax |
(57.19) |
(40.95) |
(58.14) |
(40.95) |
Deferred Tax |
NIL |
NIL |
NIL |
NIL |
Provision for MAT |
NIL |
NIL |
NIL |
NIL |
Provision for FBT |
NIL |
NIL |
NIL |
NIL |
Net Profit/ loss for the year |
(57.19) |
(40.95) |
(58.14) |
(40.95) |
Profit & Loss Account balance |
(6742.25) |
(6701.31) |
(6742.25) |
(6701.31) |
brought forward Dividend |
NIL |
NIL |
NIL |
NIL |
Corporate Dividend Tax |
NIL |
NIL |
NIL |
NIL |
(*) Due to the applicability of Consolidation first time, the consolidated figures for
the previous FY (i.e 2021-22) are not available. However for comparison purpose, the
standalone figures for the previous FY (i.e 2021-22) are considered the figures of
consolidated statements.
Dividend
The Company has not declared any dividend during the year.
Corporate Governance
As per Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on Corporate Governance is enclosed herewith which
forms part of the Annual Report. A certificate from the Practicing Company Secretary on
compliance with the conditions of Corporate Governance as stipulated under the Schedule V
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed
to this Report.
Management Discussion and Analysis
A detailed section of the Management Discussion and Analysis for the period under
review as required under Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is given as a separate statement forming part of the
Annual Report.
Directors' Responsibility Statement:
Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect
to the Director's Responsibility Statement, it is hereby confirmed.
i. that in the preparation of the accounts for the financial year ended 31st
March 2023, the applicable accounting standards have been followed along with proper
explanations for marking all departures, if any.
ii. that the directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 or loss of the company for the year under review.
iii. that the directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the company and from preventing and detecting fraud and
other irregularities.
iv. that the directors have prepared the accounts for the financial year ended 31st
March 2023 on a going concern basis
v. the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
vi. the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively
Directors& Key Managerial Personnel (KMP)
During the year under review, there has been no change in the constitution of the Board
of Directors. Subsequent to the closure of the financial year, the following changes have
occurred:
> Based on the recommendation of the Nomination & Remuneration Committee and the
Audit Committee, the Board in its meeting held on 22.04.2024 appointed Mr. Dattatreya Rao
(DIN 09719501) as Executive Director & Chief Executive Officer (CEO) of the Company,
subject to approval of Members at the ensuing AGM.
> Cessation of Dr.Amarachinta Padmanabha Rao (DIN 08229256) & Dr.D.C. Sastry
(DIN: 02682897), Independent Directors of the Company with effect from 22.04.2024.
> In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Smt.Padma Singh (DIN 01448915) retired by rotation and being
eligible has offered herself for re-appointment.
Committees of the Board
Currently, the Board has three committees: the audit committee, the nomination and
remuneration committee and the stakeholders relationship committee. A detailed note on the
composition of the Board and its committees is provided in the corporate governance report
section of this Annual Report.
Declaration from Independent directors on Annual Basis
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act,2013, that he / she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Number of meetings of the board
The Board met eight times during the financial year, the details of which are given in
the Corporate governance report. The maximum interval between any two meetings did not
exceed 120 days, as prescribed in the Companies Act, 2013.
Board Evaluation
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that
the Board shall monitor and review the Board evaluation framework. The framework includes
the evaluation of directors on various parameters such as:
• Board dynamics and relationships
• Information flows
• Decision-making
• Relationship with stakeholders
• Company performance and strategy
• Tracking Board and committees' effectiveness
• Peer evaluation
The Companies Act, 2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual directors. Schedule
IV of the Companies Act, 2013 states that the performance evaluation of independent
directors shall be done by the entire Board of Directors, excluding the director being
evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on the
criteria and framework adopted by the Board.
Policy on directors' appointment and remuneration and other details
The Company's policy on directors' appointment and remuneration and other matters
provided in Section 178(3) of the Act has been disclosed in the corporate governance
report, which forms part of the directors' report
Disclosure as required under Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014
The Disclosure as required under Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 is given in Annexure - A to the Board Report.
Information as per rule 5(2) of Chapter XIII, the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
There are no employees in the company whose remuneration is more than Rs.8.50 Lacs per
month or Rs.102.00 Lacs per annum (or) any part thereof. The details of top 10 employees
of the Company in terms of remuneration drawn during the year is given in Annexure - B to
the Board Report.
Code of conduct for the prevention of insider trading
The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company, as well as the
consequences of violation. The policy has been formulated to regulate, monitor and ensure
reporting of deals by employees and to maintain the highest ethical standards of dealing
in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures for
fair disclosure of unpublished price sensitive information and code of conduct for the
prevention of insider trading, is available on our website.
Internal Control System & Internal financial control and its adequacy
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company's policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
disclosures.
Your Company has established a robust system of internal controls to ensure that assets
are safeguarded and transactions are appropriately authorized, recorded and reported. The
Audit Committee of the Board addresses significant issues raised by both, the Internal
Auditors and the Statutory Auditors. The Company believes that the overall internal
control system is dynamic and reflects the current requirements at all times, hence
ensuring that appropriate procedures and controls, in operating and monitoring practices
are in place. Your Company is proactively identifying the areas for further improvement
which shall remain an ongoing process.
Significant and material orders
> The Company has been debarred from the securities market for a period of 5 years
from October 5, 2018 by SEBI under Sections 11, 11(4) and 11B of the SEBI Act, 1992 vide
its order WTM/MPB/EFD-1-DRA-IN/56/2019 dated July 10, 2019.
> Dr.A N Singh (Managing Director & Promoter) and Mrs.Padma Singh (Director
& Promoter) were Debarred from accessing the securities market for a period of 5 years
from October 5, 2018 by SEBI under Sections 11, 11(4) and 11B of the SEBI Act, 1992 vide
its order WTM/MPB/EFD-1- DRA-III/56/2019 dated July 10, 2019 and also restrained from
associating themselves with any listed public company (other than Celestial Biolabs
Limited) or any public company which intends to raise money from the public, or any
intermediary registered with SEBI for a period of 5 years from October 5, 2018.
> Dr A N Singh (Managing Director & Promoter) was expired on 21.07.2020.
> State Bank of India (SBI) has took over the corporate office of the Company and
has sold it under the provisions of SARFAESI ACT during the year 2020.
> The trading in the equity shares of the Company are suspended by the NSE & BSE
during the month of March 2020 due to non-payment of Listing Fee and non-compliance of
various regulations.
Particulars of contracts or arrangements with related parties referred in Sub - Section
(1) of Section 188
Details of transactions with related parties falling under the scope of Section 188(1)
of the Act & Information on transactions with related parties pursuant to Section
134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 - NIL
Auditors
Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and
Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof,
for the time being in force), M Surendra & Associates., Chartered Accountants,
Hyderabad (FRN No: 017280S), were appointed as Statutory Auditors of the Company in the
Annual General Meeting held on 22nd June 2022 for a term of 4 (four) years until
conclusion of the Annual General Meeting to be held in the year 2023.
NRC & Board has recommended to re-appoint M Surendra & Associates., Chartered
Accountants, Hyderabad (FRN No: 017280S) the Statutory Auditors of the Company for further
term of five (5) years from the conclusion of the ensuing Annual General Meeting of the
Company till the conclusion of Annual General Meeting of the Company to be held in the
year 2028. The Company has received a certificate from the said Statutory Auditors that
they are eligible to be appointed as the Statutory Auditors of the Company and are not
disqualified from being so appointed. The reappointment of Auditors require approval of
members. A resolution for appointment of the said Auditors is included in the Notice of
Annual General Meeting.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the rules framed there under,
M/s. GMVDR & Associates, Company Secretaries were appointed as Secretarial Auditors of
the Company and the Secretarial Audit Report issued by them for the financial year 2022-23
is made a part of this Report.
Extract of the annual return of the Company
Pursuant to the amendments to Section 134 and Section 92 of the Act read with Rule 12
of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form
MGT-7) for the financial year ended March 31, 2023 shall be placed in the Company's
website if any, and the web- link of such annual return shall be disclosed in the Board's
Report -www.celestialbiolabs.com.
Subsidiaries
As on 31st March 2023, the Company has one subsidiary i.e.,X-Ploro Chemistry Capability
Centre Private Limited.
The Company does not have any joint venture / associate company (ies) within the
meaning of Section 2(6) of Companies Act, 2013.
Pursuant to the first proviso to Section 129(3) of the Act and Rule 5 and Rule 8(1) of
the Companies (Accounts) Rules, 2014, the salient features of financial statements,
performance and financial position of subsidiary is given in Form AOC-1 as Annexure C to
this Report.
Qualifications in Auditors' report and secretarial auditors' report
Replies to qualifications in Auditors report & Secretarial Audit Report are annexed
to this report.
Maintenance of Cost Records as specified by the Central Government under sub-section
(1) of Section 148 of the Companies Act, 2013
The Central Government has not prescribed the maintenance of cost records under
Sub-Section (1) of Section 148 of the Companies Act, 2013.
Particulars of loans, guarantees or investments
The particulars of loans, guarantees and investments have been disclosed in the
financial statements.
Material changes and commitments if any affecting the financial position of the company
There are no material changes and commitments affecting the financial position of the
Company from the date of closure of financial year to the date of Board Report.
Charges
The Company has not created charges with any Bank / Financial Institutions during the
financial year under review.
Fixed Deposits
The Company has not accepted any fixed deposits during the year under review. As such
no amount of principal or interest was outstanding on the date of the Balance Sheet.
Unpaid / Unclaimed Dividend
There are no unpaid/unclaimed dividend pending for a period of 7 years to transfer to
Investor Education & Protection Fund (IEPF)
Disclosure under the Sexual Harassment of women at workplace (Prevention, Prohibition
And Redressal) Act, 2013
During the period under review, no complaints were received.
Vigil Mechanism
Your Company has adopted a Whistle Blower Policy to report to the management about
instances of unethical behaviors, actual or suspected fraud or violation of the Company's
code of conduct or ethics policy. Under the policy, the employees can approach Company's
Ethics Counselor/ Chairman of Audit Committee directly.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
Additional information on conservation of energy, technology absorption and foreign
exchange earnings and outgo as required to be disclosed in terms of Section 134(3)(m) of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given in
Annexure - D and forms part of this report.
Employee Relations
During the year under review, the company has enjoyed cordial relationship with all
section of employees. The company believes that the employees play a vital role in
increasing the turnover and profitability of the company and the strength of the company
lie in harnessing the manpower in achieving sustained long-term growth in all spheres.
Acknowledgements
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the financial institutions, banks, Government authorities,
customers, vendors and members during the year under review. Your company wishes to place
on record its appreciation of employees at all levels for their dedicated contribution
towards growth of the company.
For and on behalf of the Board of Directors For Celestial Biolabs Limited
Place: Hyderabad Date: 22.04.2024
Rakle Mathur Nath |
Amit Kumar Singh |
Chairman |
Managing Director |
DIN: 00589621 |
DIN: 01824426 |
|