Your Directors hereby present the Company's 76th Annual Report of Ador Multi ProductsLimited ('the company') along with audited financial statements for the financial yearended March 31, 2024. The Company, along with its subsidiaries wherever required, isreferred to as 'we', 'us', 'our', or 'Ador Multiproducts'. The consolidated performance ofthe Company and its subsidiaries has been referred to wherever required.
The table below sets forth the key financial parameters of the Company's performanceduring the year under review
Rs. in lacs
Particulars
Standalone
Consolidated
2023-24
2022-23
Revenue from operation
515.14
588.75
672.76
1216.98
Other Income
15.84
3.15
161.07
31.16
EBITDA
(59.99)
(161.74)
(212.08)
(825.59)
Finance Cost /Interest
12.07
6.31
28.02
10.26
Depreciation
29.14
30.00
52.97
68.68
Profit before Tax
(1051.10)
(198.06)
(331.01)
(904.55)
In view of the losses of the company, your Directors do not recommend dividend for theyear under review.
During the period under review, the revenue from operations of the company is Rs. 515.14Lakhs as compared to previous year's Revenue of Rs. 588.75 Lakhs. Your company hasreassed their business strategy and have realigned to focus on manufacturing as a service/ contract manufacturing as its mainstay. The company made significant investments andinitiatives to build brands over the past few years which unfortunately did not reap theright results. Keeping this in mind and the heavy investments required to further buildthose brands, your company has taken a careful approach to focus on third partymanufacturing. Your company is focusing on the liquid lines with products like serums,sanitisers, oils, gels in both bottle and tube format packaging. The company also continuesto manufacture talcum powder in parallel. With one factory at Puducherry, the companycontinues to keep the cost base very economical and build a stronger client base withrequirements in South India
Over the last twelve months, the company has re-aligned to focus on:
1. Contract Manufacturing (with partnerships in product development and testing).
2. Cost Cutting Measures
3. Pausing any further brand investments
4. No further investments into its subsidiaries and suitably establishing no further losses inthem and suitably exiting them as and when relevant.
5. Evaluating strategic partnerships for stronger complementary skills in building scale
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 with internationalclients and that should bear fruit in the coming year.
Your company is expected to build tremendous brand value by partnering with highgrowth young brands and investing in productivity in the coming year. Thiscomplemented with high volume traditional FMCG brand manufacturing is expected toenable the company to find a healthy stable balance between revenues, profitability andvalue creation in the coming year. Most importantly, during these challenging times, yourcompany is restructuring to focus on profitable business units and focus only on those thatbring stability to the health of the company.
4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THEFINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OFTHE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE ANDTHE 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 relate onthe date of this report.
During the year under review there has been no change in the nature of business of thecompany.
During the year under review, there was no amount due to be transferred to the InvestorEducation and Protection Fund.
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 import duringthe financial year.
9. REPORT ON CORPORATE GOVERNANCE:
Your company is under exemption of compliance of Regulation 17,17A, 18, 19, 20, 21,22,23,24,24A, 25, 26, 27and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C,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 Certificateon Corporate 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 is notapplicable.
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:
As on March 31, 2024, the company had 2 subsidiaries. Following changes in the nature ofbusiness of subsidiaries is as follows.
M/s. 23 Yards India Private Limited ceased to be a subsidiary of the company w.e.f 26thMarch, 2024 as a result of transfer of the entire shares held by the company to M/s. RaviShastri Entertainment LLP and Mrs. Ritu Shastri.
Further the subsidiaries of the company i.e. Anatomicals Ador India Private Limited and1908 E-Ventures Private Limited had minimal business transactions and has beenoperating at a lower capacity with a view to curb cash bum. The management believed itto be prudent for impairment of its investments held in subsidiaries.
Thus, t he Board at its meeting held on 30th October, 2023 and on 01st February, 2024decided for impairment on investment in 1908 E-Ventures Private Limited andAnatomicals Ador India Private Limited respectively.
A report on the financial positions of both subsidiaries as per the Companies Act, 2013 asprovided in Form AOC-1 is attached with this report as Annexure - B
12. PUBLIC DEPOSITS:
The Company has not accepted any deposits from the public and as such, no amount onaccount of principal or interest on deposits from the public was outstanding as on the dateof 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, 2013, theAnnual Return in Form No. MGT 7, as at the financial year ended 31st March, 2024, hasbeen uploaded on the website of the company at www.adormultiproducts.com
14. NUMBER OF MEETINGS OF THE BOARD:
The Board of Directors met five times during the financial year 2023-2024 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 MADEUNDER SECTION 186 OF THE COMPANIES ACT, 2013:
There were no loans, guarantees or investments made by the Company under Section 186of the Companies Act, 2013 during the year under review.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITHRELATED PARTIES:
All transactions with Related Parties that were entered into during the financial year wereon 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 withthe interest of the Company at large. Accordingly the Particulars of contracts orarrangements with related parties referred to Section 188 of the Companies Act, 2013 inthe prescribed form AOC-2, is not applicable.
17. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT,PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:
The policy of the Company on Directors' Appointment and Remuneration, includingcriteria for determining qualifications, positive attributes, independence of a Director andother matters provided in Section 178(3) of the Companies Act, 2013, adopted by the Boardhas 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 consistently andmade 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 adequate
accounting 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 the companyand that such internal financial controls are adequate and were operating effectively;and
(f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The composition of the Board of Directors of the Company is in accordance with theprovisions of Section 149 of the Companies Act 2013 with an appropriate combination ofExecutive Director, Non-Executive Directors and Independent Directors
Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBIListing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI ListingRegulations'), the independent directors have submitted declarations stating that each ofthem fulfil the criteria of independence as provided in Section 149(6) of the Act along withrules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. Therehas been no change in the circumstances affecting their status as independent directors ofthe Company. In the opinion of the Board, the Independent Directors are competent,experienced, proficient and possess necessary expertise and integrity to discharge theirduties and functions as Independent Directors. The Independent Directors of theCompany have undertaken requisite steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
None of the Company's directors are disqualified from being appointed as a director asspecified in Section 164 of the Act. All Directors have further confirmed that they are notdebarred from holding the office of a director under any order from SEBI or any othersuch authority
In accordance with the provisions of Section 152 of the Companies Act, 2013 read withCompanies (Management and Administration)Rules, 2014 and in accordance with Article49 of the Articles of Association of the Company, Mr. Deep Ashda Lalvani (DIN: 01771000)of the Company, retires by rotation at the ensuing Annual General Meeting and beingeligible seeks re-appointment.
As stipulated under Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 ("Listing Regulations")and Secretarial Standards onGeneral Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI),brief resume of the Directors proposed to be appointed re-appointed, is annexed to theNotice convening 76th Annual General Meeting (AGM).
During the year there was no change in the Board of Directors and KMP of the company:
20. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:
The ConrvDosition of Audit Committee is as below:
Name of Director
Category
Chairman / Member
Mr. Sandeep Ahuja
Independent Director
Chairman
Mr. Suniel Chawla
Member
Mr. Deep Lalvani
Whole Time Director
21. DISCLOSURE OF COMPOSITION OF STAKEHOLDER RELATIONSHIPCOMMITTEE:
The Composition of Stakeholder Relationship Committee is as below:
Ms Tanya Advani
Non Executive Director
22. DISCLOSURE OF COMPOSITION OF NOMINATION AND REMUNARATIONCOMMITTEE:
The Composition of Nomination & Remuneration Committee is as below:
Mr. Suneil Chawla
Ms. Tanya Advani
23. VIGIL MECHANISM/WHISTLE BLOWERPOLICY:
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's website.
24. POLICIES OF THE COMPANY
Your Company has posted the following documents on its website
I. Materiality of event &inf ormation2 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
II. Code of Practices and Procedures for fair disclosure12 Stakeholders' Relationship Committee
25. AUDITORS AND AUDITORS' REPORT:
STATUTORY AUDITORS:
At the 75th Annual General Meeting held on 14th August, 2023, the members approved re¬appointment of M/s. Praveen and Madan, Chartered Accountants, Bangalore (FirmRegistration No. 011350S) as the Statutory Auditors of the company to hold the office until theconclusion of the 80th Annual General Meeting of the company to be held for the FinancialYear 2027-28.
The Statutory Auditor's Report for FY 2023-24 does not contain any qualifications,reservations, adverse remarks or disclaimers.
The Statutory Auditors of the Company have not reported any fraud as specified underSection 143(12) of the Act, for the year under review.
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 receivedany report involving any fraud, from the Statutory Auditors of the Company. As such,there is nothing to report by the Board, as required under Section 134 (3) (ca) of theCompanies Act, 2013.
INTERNAL AUDITORS:
The Company has appointed R Atchoudane, Chartered Accountant, as its InternalAuditor. The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol 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 the CompaniesAct,2013 and the Rules madethereunder, Ms. Snehal Amol Phirange, Practicing Company Secretary (FCS 8103; C PNo. 8064), Pune, was appointed to conduct a secretarial audit of the Company'sSecretarial and related records for the financial year ended 31 March, 2024.
The report of the Secretarial Auditor in Form MR-3 for the financial year ended March31, 2024 is attached to this Report. The Secretarial Audit Report does not contain anyqualifications, reservations, or adverse remarks or disclaimers.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS ORADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS
There are no qualifications, reservations or adverse remarks made by the Auditors in theirreport.
The Company has an Internal Control System, commensurate with size, scale andcomplexity of its operations. The internal financial controls are adequate and are operatingeffectively so as to ensure orderly and efficient conduct of business operations.
During the year under review, such controls were tested and no reportable materialweakness in the design or operation was observed.
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.
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company.
Ador Multiproducts has zero tolerance for sexual harassment and has adopted a charteron prevention, prohibition and redressal of sexual harassment in line with the provisionsof the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013 and complied with all provisions of the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013 includingconstitution of Internal Complaints Committee.
During the FY 2023-24, neither any complaints of sexual harassment were received byICC, nor were there any complaints relating thereto which required any disposal thereof.
As on 31st March, 2024, the authorized share capital of the company consisted of 50,00,000Equity Shares of Rs. 10/- each, and the paid up capital consisted of 46,73,633 equity sharesof Rs. 10/- each.
During the financial year 2023-24, the company has not issued any shares, securities /instruments convertible into equity shares, sweat equity shares and shares with differentialvoting rights.
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 / continuationon the Board of the Company;
Participation of the Directors in the Board proceedings 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 and effectivenessof the various Committees of the Board and the performance of the Board.
32. INFORMATION FORMING PART OF THE DIRECTOR'S REPORT PURSUANTTO RULES OF THE COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES, 2014:
Disclosure 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 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 inAnnexure D forming part of this Report.
Details of employees pursuant to Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, will be provided on request by theCompany Secretary.
Employee relations throughout the Company were harmonious. The Board wishes to placeon record its sincere appreciation of the devoted efforts of all employees in advancing theCompany's vision and strategy to deliver good performance.
No significant and material order has been passed by the regulators, courts, tribunalsimpacting the going concern status and Company's operations in future.
Your Directors place on record their sincere thanks to bankers, business associates,consultants, and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors alsoacknowledges gratefully the shareholders for their support and confidence reposed onyour Company.
Deep A. Lalvani Tanya Halina Advani
Director Director
DIN: 01771000 DIN: 08586636
Place: MumbaiDate: 17th May, 2024