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Ador Multi Products Ltd.

BSE: 523120 Sector: Consumer
NSE: N.A. ISIN Code: INE628D01014
BSE 00:00 | 24 Apr Ador Multi Products Ltd
NSE 05:30 | 01 Jan Ador Multi Products Ltd
OPEN 31.00
PREVIOUS CLOSE 29.90
VOLUME 112
52-Week high 52.60
52-Week low 26.60
P/E
Mkt Cap.(Rs cr) 12
Buy Price 28.50
Buy Qty 1000.00
Sell Price 31.00
Sell Qty 26.00
OPEN 31.00
CLOSE 29.90
VOLUME 112
52-Week high 52.60
52-Week low 26.60
P/E
Mkt Cap.(Rs cr) 12
Buy Price 28.50
Buy Qty 1000.00
Sell Price 31.00
Sell Qty 26.00

Ador Multi Products Ltd. (ADORMULTIPROD) - Director Report


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Company director report

To

The Members

Your Directors hereby present the Company's 71st Annual Report on thebusiness and operation of the Company together with the Audited Statements of Accounts ofthe Company for the year ended on 31st March 2019.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY

During the year under review financial performance of your company was as under:

Rs. in lacs

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Revenue from operation 727.86 692.25 727.85 692.25
Other Income 18.18 16.13 18.18 16.13
EBITDA (110.15) (63.57) 110.15 (63.57)
Finance Cost /Interest 6.84 17.96 6.84 17.96
Depreciation 20.25 12.11 20.25 12.11
Profit before Tax (137.24) (93.64) (137.24) (93.64)

2. DIVIDEND:

In view of the losses incurred your Directors do not recommend dividend for the yearunder review.

3. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the period under review the revenue from the operations of the company hasincreased to Rs. 727 Lakhs as compared to previous year's Revenue of Rs. 692 Lakhs. Yourcompany has recorded significant increase of 5.14% in the revenue from operation duringthe current financial year as compared to the corresponding financial year due todiscontinue of trading business.

Over the past eighteen months the company has invested heavily to transition thecompany to the next stage of growth. The company over the FY 18-19 invested in setting upa clean room state of the art facilitiy in Pondicherry and is now well equipped to caterto all kinds of high end products. The company has also further taken steps forward toinvest in brands and integrate the same with the manufacturing capabilities. Apart frominvestments in 1908 E-Ventures Pvt. Ltd. and Treeline Pvt. Ltd. the company is working ona Joint Venture strategy with a UK based company to manufacture and sell in India. Thecompany is also working closely with Amazon India to launch an exclusive brand (all ofwhich will be manufactured at the factory in Pondicherry).

Going forward the Company will continue to review and reinforce its strategies andaction plans to rapidly scale up its global foot print. It has built contracts withinternational clients and that should bear fruit in the coming year.

4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.

5. CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of Business of the Company.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

During the year under review there was no amount due to be transferred to the InvestorEducation and Protection Fund.

7. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABOSORPTION:

The Company has not carried any activities relating to the conservation of energy. TheCompany has not acquired any technologies during the year under review.

8. FOREIGN EXCHANGE EARNINGS / OUTGO: -

Your Company has not carried out any activities relating to the export and importduring the financial year.

9. REPORT ON CORPORATE GOVERNANCE:

Your company is under exemption of compliance of Regulation 17 17A 18 19 20 212223 24 25 26 27and clauses (b) to (i) of sub-regulation (2) of regulation 46 and paraC D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and hence Report on Corporate Governance and Auditor's Certificate onCorporate Governance is not applicable to the Company.

CEO and CFO certification:

As required by regulation 17(8) SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the CEO and CFO certification as specified in Part B of Schedule II isnot applicable.

10. REPORT ON MANAGEMENT DISCUSSION & ANALYSIS:

A detailed Management Discussion and Analysis as required under regulation 34(3) readwith Schedule V(B) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is given in Annexure-A which forms part of this Board's Report.

11. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

Pursuant to the provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries/ associatecompany/joint venture in Form AOC-1 is attached with this Report. The Company has oneassociate company i.e. 1908 E-Ventures Private Limited within the meaning of the CompaniesAct 2013 ("Act").Form AOC - 1 is appended as Annexure-B to the Board'sReport.

12. PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public and accordingly no amount wasoutstanding as on the date of the Balance Sheet.

13. EXTRACT OF THE ANNUAL RETURN:

As required under Section 92(3) read with Section 134(3)(a) of the Companies Act 2013an extract of the Annual Return in Form No. MGT 9 as at the financial year ended 31stMarch 2019 is given in Annexure-C which forms part of this Board's Report.

14. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met six times during the financial year 2018-2019 in compliancewith the provisions of the Companies Act 2013. The intervening gap between any twomeetings was within the period of 120 days as prescribed by the Companies Act 2013.

15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:

Your Company has made an investment of Rs. 28000000/- (Rs. 4000000 in Equity andRs. 24000000/- in Compulsorily Convertible Debentures) in its joint venture/ associatecompanyi.eM/s. 1908 E-ventures Pvt. Ltd. Except above there were no loans guarantees orinvestments made by the Company under Section 186 of the Companies Act 2013 during theyear under review.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions with Related Parties that were entered into during the financial yearwere on Arm's length basis and were in the Ordinary Course of business. There are nomaterially significant transactions with related parties made by the Company with thepromoters Directors key managerial Personnel which may have potential conflict with theinterest of the Company at large. Accordingly the Particulars of contracts or arrangementswith related parties referred to Section 188 of the Companies Act 2013 in the prescribedform AOC-2is not applicable.

17. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:

The policy of the Company on Directors' Appointment and Remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided in Section 178(3) of the Companies Act 2013 adopted by theBoard has been posted on its website.

18. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company is duly constituted with 1 Executive Director 1Non - Executive (Woman) Director and 2 Independent Directors.

In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 and in accordance with Article 49 ofthe Articles of Association of the Company Mr. Deep Lalvani Whole Time Director (DIN:01771000) of the Company retires by rotation at the ensuing Annual General Meeting andbeing eligible seeks re-appointment.

Pursuant to the provisions of Section 149 of the Companies Act 2013 and applicablerules made thereunder the members of the Company appointed Mr. Navroze Marshall and Mr.Gaurav Lalwani for a period of 5 years. According to Section 149(10) read with Schedule IVto the Companies Act 2013 an Independent Director shall hold office for a term upto fiveconsecutive years on the Board of a Company but shall be eligible for re-appointment onpassing a special resolution by the Company for another term of five consecutive years onthe Board of a Company. In line with the aforesaid provisions of the Companies Act 2013and in view of long rich experience continued valuable guidance tothe management andstrong Board performance of Mr. Navroze Marshall and Mr. Gaurav Lalwani it is proposed tore-appoint them for asecond term as Independent Directors of the Company for a furtherperiod of five consecutive years w.e.f. 19th August 2019 and 19thOctober 2019 respectively subject to approval by members at this ensuing Annual GeneralMeeting who shall not be liable to retire .

As stipulated under Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations")and Secretarial Standardson General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI)brief resume of theDirectors proposed to be appointed re-appointed is annexed to theNotice convening 71st Annual General Meeting (AGM).

The following persons were designated as Key Managerial Personnel during the financialyear 2018-2019:

1. Resignation of Mr. Gaurav Kumar Jain Company Secretary and Compliance Officerw.e.f. 10th August 2018.

2. Appointment of Ms. Anjali Khabani as Company Secretary and Compliance Officer w.e.f.10th August 2018.

3. Resignation of Ms. Anjali Khabani Company Secretary and Compliance Officer w.e.f.6th February 2019.

4. Appointment of Ms. Rasika Mendhekar as Company Secretary and Compliance Officerw.e.f. 6th February 2019.

20. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and Regulation 25 of SEBI (LODR) Regulation 2015.

21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

The Composition of Audit Committee is as below:

Name of Director Category Chairman / Member
Mr. Gaurav Lalwani Independent Director Chairman
Mr. Navroze Marshall Independent Director Member
Mr. Deep Lalwani Executive Director Member

22. DISCLOSURE OF COMPOSITION OF STAKE HOLDER RELATIONSHIP COMMITTEE:

The Composition of Stakeholder Relationship Committee is as below:

Name of Director Category Chairman / Member
Ms Ninotchkha Nagpa Non Executive Director Chairman
Mr. Deep Lalwani Executive Director Member

23. DISCLOSURE OF COMPOSITION OF NOMINATION AND REMUNARATION COMMITTEE:

The Composition of Nomination & Remuneration Committee is as below:

Name of Director Category Chairman / Member
Mr. Gaurav Lalwani Independent Director Chairman
Mr. Navroze Marshall Independent Director Member
Ms. Ninotchka Nagpal Non Executive Director Member

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism (which incorporates a whistle blowerpolicy in terms of listing agreement) for directors and employees to report their genuineconcerns. The Policy is also available on the Company'swebsite.

25. POLICIES OF THE COMPANY

Your Company has posted the following documents on its website

1. Materiality of event & information

2. Preservation of documents

3. Whistle Blower cum Vigil Mechanism.

4. Prevention of Sexual Harassment

5. Remuneration Committee

6. Nomination & Remuneration Policy

7. Archive Management Policy

8. Independent Director Appointment-T&C

9. Audit Committee Charter

10. Code of Conduct for Prevention of Insider Trading

11. Code of Practices and Procedures for fair disclosure

12. Stakeholders' Relationship Committee

26. AUDITORS AND AUDITORS' REPORT:

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 M/s.Srinivas andSubbalakshmiChartered Accountants Banglore [Firm registration No.011350S] are appointedas the Statutory Auditors of the Company at the Annual General Meeting held on 10thAugust 2018 a period of five consecutive years from the conclusion of the 70thAnnual General Meeting of the Company till the conclusion of the 75th AnnualGeneral Meeting to be held in year 2023.

Report on Frauds if any:

During the year under review no incidence of any fraud has occurred in the Company.Neither the Audit Committee of the Board nor the Board of the Company had received anyreport involving any fraud from the Statutory Auditors of the Company. As such there isnothing to report by the Board as required under Section 134 (3) (ca) of the CompaniesAct2013.

INTERNAL AUDITORS:

The Company has appointed M/s. Balakrishna & Co. Chartered Accountants as itsInternal Auditor. The Internal Auditors monitor and evaluate the efficacy and adequacy ofinternal control system in the Company its compliances with operating systems accountingprocedures and policies and report the same to the Audit Committee on quarterly basis.Based on the report of internal audit management undertakes corrective action in theirrespective areas and thereby strengthens the controls.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of theCompaniesAct2013andtheRulesmadethereunder Ms. Snehal Amol Phirange Practicing CompanySecretary (FCS 8103; C P No. 8064) Pune was appointed to conduct a secretarial audit ofthe Company's Secretarial and related records for the financial year ended 31 March 2019.The Practicing Company Secretary has submitted her Report on the secretarial auditconducted by her which is given in Annexure-D and forms part of this Board'sReport.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICINGCOMPANYSECRETARY IN THEIR REPORTS:

There are no qualifications reservations or adverse remarks made by the Auditors intheir report.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has an Internal Control System commensurate with size scale andcomplexity of its operations.The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations.

During the year under review such controls were tested and no reportable materialweakness in the design or operation was observed.

28. RISK MANAGEMENT POLICY:

The Board regularly reviews the risk management strategy of the Company to ensure theeffectiveness of implementation of the risk management policies and procedures. YourDirectors do not foresee any elements of risk which in its opinion may threaten theexistence of the Company.

29. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

Your Company has in place an Anti-Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition&Redressal) Act 2013. An Internal Complaints Committee (ICC) has been setup toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. During the year underreview neither any complaints of sexualharassment were received by ICC nor were thereany complaints relating thereto which required any disposal there of.

31. CHANGES IN SHARE CAPITAL:

During the year under review the paid up share capital has increased from Rs.28641780 to Rs. 37581780 in the following manner:

Date of Allotment No. of shares allotted Mode Cumulative Paid Up share capital (In Rs.)
6th October 2018 664000 Preferential issue 35281780
5th February 2019 230000 Preferential issue 37581780

32. PERFORMANCE EVALUATION OF THE DIRECTORS ETC:

The Nomination and Remuneration Committee has laid down the criteria for performanceevaluation by the Board of its own performance and that of the various Committees of theBoard and the individual Directors. The framework of performance evaluation of theDirectors captures the following points:

Key attributes of the Independent Directors that justify his / her extension /continuation on the Board of the Company; Participation of the Directors in the Boardproceedings and his / her effectiveness;

The evaluation was carried out by means of the replies given / observations made by allthe Directors on the set of questions developed by them which brought out the keyattributes of the Directors quality of interactions among them adequacy andeffectiveness of the various Committees of the Board and the performance of the Board.

33. INFORMATION FORMING PART OF THE DIRECTOR'S REPORT PURSUANT TO RULES OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and also the Statement containingparticulars of employees as required under Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014 is provided in Annexure-Eforming part of this Report.

34. EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing theCompany's vision and strategy to deliver good performance.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS:

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations infuture.

36. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

For and behalf of the Board of Directors of
Ador Multi Products Limited
Sd/- Sd/-
Deep A Lalvani Ninotchka M Nagpal
Whole timeDirector & CFO Director
DIN:01771000 DIN:00031985
Place: Mumbai
Date: 17th May 2019