To,
The Members,
Your Directors hereby present the Company's 75th Annual
Report on the business and operation of the Company together with the Audited Statements
of Accounts of the Company for the year ended on 31st March, 2023.
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 |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from operation |
588.75 |
720.81 |
1216.98 |
1343.67 |
| Other Income |
3.15 |
30.41 |
31.16 |
30.21 |
| EBITDA |
(161.74) |
(33.54) |
(825.59) |
(590.58) |
| Finance Cost /Interest |
6.31 |
1.42 |
10.26 |
47.27 |
| Depreciation |
30.00 |
29.19 |
68.68 |
42.85 |
| Profit before Tax |
(198.06) |
(64.15) |
(904.55) |
(680.70) |
2. DIVIDEND:
In view of the losses of the company, your Directors do not recommend
dividend for the year under review.
3. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
During the period under review, the revenue from operations of the
company is Rs. 588.75 Lakhs as compared to previous year's Revenue of Rs. 720.81 Lakhs.
Your company has recorded significant inroads into new businesses with the changing
landscape of the skincare industry in India. Furthermore streamlining of operations to one
factory with higher capacities and productivity is bearing recognition in the industry,
especially for brands looking for a manufacturing set up in South India. Revenue declined
due to low demand for Sanitizers and other global supply chain challenges in a world
navigating Covid, wars and shortages of Raw materials. The company enhanced capacities as
well as set up a tube filling line to meet growing demand. Your company has built a lot of
capability in the serum category and is aligning towards significant demand shift towards
skincare products.
Your Company is building the base and eco-system for young brands, D2C
brands and continuously providing complete solutions from concept to product development
to manufacturing and testing to supply chain management. This critical service for is
valuable for established FMCG brands to pioneering skincare brands in India, especially in
the clean beauty space with strong investments in D2C brands.
Over the last twelve months, the company has re-aligned to focus on:
1. Contract Manufacturing (with partnerships in product development and
testing).
2. Brand partnerships
3. Brand investments
4. Own brand development
5. E-commerce Distribution
6. Joint Venture Collaborations for Brand building
Going forward, the Company will continue to review and reinforce its
strategies and action plans to rapidly scale up its global foot print. It has built
contracts with international clients and that should bear fruit in the coming year.
Your company today has invested and owns majority holding and
management control in three subsidiaries and over six brands. The company's investments
includes -
1. 1908 E-ventures Pvt. Ltd. - runs India's largest clean and
sustainable beauty platform, Sublime Life, with over 150 brands and over 150,000 customers
and close to a 70,000 strong Instagram community.
Given the challenges in the D2C segment over the last 9 to 12 months,
your company has realigned the business to reduce costs and focus on exclusive and own
brands. The portfolio of own brands brings in considerably better gross margins and your
company is working towards making this a profit centre and using the capabilities of
manufacturing and product development at the parent company level.
2. Anatomicals Ador India Pvt. Ltd. - is a JV between Anatomicals UK
and Ador Multi Products. The company has localized manufacturing inhouse and sells on its
own shopify site since January 2021. This brand too is looking to pivot towards selling on
other market places and offline to build scale across the board.
3. 23 Yards Pvt. Ltd. - is a JV between former cricketing legend and
India coach, Ravi Shastri. The company has launched a range of men's grooming products and
will continue to increase the portfolio and digital and offline reach
Your company is expected to build tremendous brand value by partnering
with high growth young brands and investing in own brands in the coming year. This
complemented with high volume traditional FMCG brand manufacturing is expected to enable
the company to find a healthy balance between revenues, profitability and value creation
in the coming year. Most importantly, during these challenging times, your company is
restructuring to focus on profitable business units and focus only on those that bring
stability to the health of the company.
4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which this financial
statements relate on 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 Investor Education and Protection Fund.
7. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABOSORPTION:
The Company has not carried any activities relating to the conservation
of energy. The Company 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 during the 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 Certificate on 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 not applicable.
10. REPORT ON MANAGEMENT DISCUSSION &ANALYSIS:
A detailed Management Discussion and Analysis as required under
regulation 34(3) read with 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 salient features of the financial statements of the Company's subsidiaries /
associate company / joint venture in Form AOC-1 is attached with this Report. The Company
has three subsidiary companies i.e. 1908 E-Ventures Private Limited, Anatomicals Ador
India Private Limited and 23 Yards India Private Limited within the meaning of the
Companies Act, 2013 ("Act"). Form AOC - 1, is appended as Annexure- B to the
Board's Report.
12. PUBLIC DEPOSITS:
The Company has not accepted any deposits from the public and
accordingly no amount was outstanding 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, 2013, the Annual Return in Form No. MGT 7, as at the financial year ended
31st March, 2023, has been 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
2022-2023 in compliance with the provisions of the Companies Act, 2013. The intervening
gap between any two meetings 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 OFTHE COMPANIES ACT, 2013:
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under review.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All transactions with Related Parties that were entered into during the
financial year were on Arm's length basis and were in the Ordinary Course of business.
There are no materially significant transactions with related parties made by the Company
with the Promoters, Directors, Key Managerial Personnel which may have potential conflict
with the interest of the Company at large. Accordingly the Particulars of contracts or
arrangements with related parties referred to Section 188 of the Companies Act, 2013 in
the 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,
including criteria for determining qualifications, positive attributes, independence of a
Director and other matters provided in Section 178(3) of the Companies Act, 2013, adopted
by the Board has been posted on its website.
18. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submits its responsibility Statement:
(a) In the preparation of the annual accounts, 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 had 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;
(e) 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; and
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The composition of the Board of Directors of the Company is in
accordance with the provisions of Section 149 of the Companies Act 2013 with an
appropriate combination of Executive Director, Non-Executive Directors and Independent
Directors
>In accordance with the provisions of Section 152 of the Companies Act,
2013 read with Companies (Management and Administration)Rules, 2014 and in accordance with
Article 49 of the Articles of Association of the Company, Ms. Tanya Halina Advani (DIN:
08586636) of the Company, retires by rotation at the ensuing Annual General Meeting and
being eligible seeks re-appointment.
As stipulated under Regulation 36(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations")and
Secretarial Standards on General 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 the Notice convening 75th Annual General Meeting
(AGM).
During the year under review, following were the changes in the Board
of Directors and KMP of the company:
1. Appointment of Mr. Suneil Chawla (DIN: 05121595) as an Independent
Director of the Company w.e.f. 20th May, 2022.
2 Resignation of Mr. Navroze Shiamak Marshall (DIN: 00085754) as an
Independent Director of the company, w.e.f. 12th August, 2022.
3. Resignation of Mr. Gaurav Lalwani Mohan (DIN: 06928792) as an
Independent Director of the company, w.e.f. 08th September, 2022.
4. Resignation of Mr. N.G. Ravishankar (DIN: 08922239) as Whole Time
Director and Chief Financial Officer of the company, w.e.f. 28th February,
2023.
5. Change in Designation of Mr. Deep Ashda Lalvani (DIN: 01771000) from
NonExecutive Director to Whole Time Director and Chief Financial Officer of the company
w.e.f. 30th May, 2023.
20. DECLARATION OF INDEPENDENT DIRECTORS:
In terms of Section 149 of the Act and Regulation 16(1) (b) of the SEBI
Listing Regulations, the Company has received declarations from all the Independent
Directors of the Company confirming that:
a) they meet the criteria of independence prescribed under the
Companies Act, 2013 and the SEBI Listing Regulations;
b) in terms of Rule 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, they have registered themselves with the
Independent Directors' database maintained by the Indian Institute of Corporate Affairs;
21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:
The Composition of Audit Committee is as below:
| Name of Director |
Category |
Chairman / Member |
| Mr. Sandeep Ahuja |
Independent Director |
Chairman |
| Mr. Suniel Chawla |
Independent Director |
Member |
| Mr. Deep Lalvani |
Whole Time Director |
Member |
22. DISCLOSURE OF COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE:
The Composition of Stakeholder Relationship Committee is as below:
| Name of Director |
Category |
Chairman / Member |
| Ms Tanya Advani |
Non Executive Director |
Chairman |
| Mr. Deep Lalvani |
Whole Time 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. Sandeep Ahuja |
Independent Director |
Chairman |
| Mr. Suneil Chawla |
Independent Director |
Member |
| Ms. Tanya Advani |
Non Executive Director |
Member |
24. VIGIL MECHANISM / WHISTLE BLOWERPOLICY:
The Company has established a vigil mechanism (which incorporates a
whistle blower policy in terms of listing agreement) for directors and employees to report
their genuine concerns. The Policy is also available on the Company's website.
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:
M/ s. Praveen and Madan, Chartered Accountants, Bangalore (Firm
Registration No. 011350S) are proposed to be appointed as the Statutory Auditors of the
company in the 75th Annual General Meeting of the company held for FY 2022-23,
to hold the office until the conclusion of the 80th Annual General Meeting of
the company to be held for the Financial Year 2027-28.
M/ s. Praveen and Madan, have furnished a certificate in terms of the
Companies (Audit and Auditors) Rules, 2014 and confirmed their eligibility in terms of
Section 141 and all other applicable provisions of the Act, read with the applicable
rules.
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 any 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
the Companies Act, 2013.
INTERNAL AUDITORS:
The Company has appointed R Atchoudane, Chartered Accountant, as its
Internal Auditor. The Internal Auditors monitor and evaluate the efficacy and adequacy of
internal control system in the Company, its compliances with operating systems, accounting
procedures 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 their
respective areas and thereby strengthens the controls.
SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the CompaniesAct,2013 and
the Rules made thereunder, Ms. Snehal Amol Phirange, Practicing Company Secretary (FCS
8103; C P No. 8064), Pune, was appointed to conduct a secretarial audit of the Company's
Secretarial and related records for the financial year ended 31 March, 2023. The
Practicing Company Secretary has submitted her Report on the secretarial audit conducted
by her which is given in Annexure D and forms part of this Board's Report.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND SECRETARIAL AUDITORS IN THEIR
REPORTS:
There are no qualifications, reservations or adverse remarks made by
the Auditors in their report.
27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL
STATEMENTS:
The Company has an Internal Control System, commensurate with size,
scale and complexity of its operations. The internal financial controls are adequate and
are operating effectively so as to ensure orderly and efficient conduct of business
operations.
During the year under review, such controls were tested and no
reportable material weakness in the design or operation was observed.
28. RISK MANAGEMENT POLICY:
The Board regularly reviews the risk management strategy of the Company
to ensure the effectiveness of implementation of the risk management policies and
procedures. Your Directors do not foresee any elements of risk, which in its opinion, may
threaten the existence of the Company.
29. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable to the Company.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been
setup to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy. During the
year under review, neither any complaints of sexual harassment were received by ICC, nor
were there any complaints relating thereto which required any disposal thereof.
31. CHANGES IN SHARE CAPITAL:
There has been no change in the Share Capital of the Company.
32. PERFORMANCE EVALUATION OF THE DIRECTORS ETC:
The Nomination and Remuneration Committee has laid down the criteria
for performance evaluation by the Board of its own performance and that of the various
Committees of the Board and the individual Directors. The framework of performance
evaluation of the Directors 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 Board proceedings and his/her
effectiveness;
The evaluation was carried out by means of the replies given /
observations made by all the Directors on the set of questions developed by them which
brought out the key attributes of the Directors, quality of interactions among them,
adequacy and effectiveness 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 THE COMPANIES (APPOINTMENT AND REMUNERATION OF 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 and Remuneration of Managerial Personnel) Rules, 2014 and also the Statement
containing particulars 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
E forming part of this Report.
34. EMPLOYEE RELATIONS:
Employee relations throughout the Company were harmonious. The Board
wishes to place on record its sincere appreciation of the devoted efforts of all employees
in advancing the Company's vision and strategy to deliver good performance.
35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS, COURTS AND TRIBUNALS:
No significant and material order has been passed by the regulators,
courts, tribunals impacting the going concern status and Company's operations in future.
36. ACKNOWLEDGEMENTS:
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities for their continued
support extended to your Companies activities during the year under review. Your Directors
also acknowledges gratefully 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 ALalvani |
Tanya Halina Advani |
| Director |
Director |
| DIN: 01771000 Place: Mumbai Date: 30th May, 2023 |
DIN: 08586636 |
|