Notice	Director’s Report	Management Discussion	Report on Corporate	Auditor’s Report
Balance Sheet	Profit and Loss	Notes Forming	Case Flow	Proxy Form

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CORPORATE GOVERNANCE:

 

1) PHILOSOPHY:

Colinz Laboratories Ltd., has always strived to attain highest levels of transparency and accountability in all its operation and in its interactions with Shareholders, Government depts. creditors etc. Hence the Company has taken all appropriate steps to comply with the provisions of the prescribed Corporate Governance Code within the stipulated time.

2) BOARD OF DIRECTORS:

   (a) Composition, Category of Directors and their other directorships as on 31-03-2012:

Name of the Directors	Category of Directorship	No. of Directorships in the public company
Dr. L. S. Mani	Chairman & Managing Director	None
	(Executive, Promoter)
Shri. N. K. Menon	Whole-Time Director (Executive)	None
Shri. Vasant K. Bhat	Non-Executive, Independent	None
Shri. A. Krishna Kumar	Non-Executive, Independent	None

 

(b) Number of Board Meetings: During the year ended 31-03-2012, 6 Board Meetings were     
held on 22-05-2011, 31-05-2011, 30-07-2011, 31-10-2011, 31-01-2012, 31-03-2012

(c) Directors’ attendance record:

Name of the Director	Board Meetings attended during the year	Whether attended last AGM
Dr. L. S. Mani	6	Yes
Shri. N. K. Menon	6	Yes
Shri. Vasant K. Bhat	6	Yes
Shri. A. Krishna Kumar	6	Yes

 

3) COMMITTEES OF THE BOARD :

(a) Audit Committee

  i) Terms of Reference :
Apart from all the matters provided in clause 49 of the listing agreement and Sec. 292-A of the Companies Act, 1956 the Audit Committee holds discussions with the Statutory Auditors of the Company concerning the accounts of the Company, internal control systems, scope of audit and observations of the Auditors. It also reviews major accounting policies followed by the Company.

  ii) Composition.
The Composition of the Audit Committee is as follows :

Name	Designation	Category of Directorship	Committee Meetings Attended
Shri. Vasant K. Bhat	Chairman	Non-Executive, Independent	6
Shri. A.Krishnakumar	Member	Non-Executive, Independent	6
Dr. L. S. Mani	Member	Executive, Promoter	6

 

(b) Remuneration Committee and Policy :

The non-mandatory requirement of setting up of a remuneration committee for remuneration of executive directors has not been adopted considering the nature and the size of the Company. The Board of Directors determines the remuneration payable to the Executive Directors  taking into account their qualifications, experience, expertise and contribution.
The details of the remuneration  paid to the Executive Directors for the year ended 31-03-2012 are as follows.

Name	Salary
Dr. L. S. Mani	Rs. 8,40,500/-
Shri. N. K. Menon	Rs. 7,50,500/-

The Company pays sitting fees of Rs. 5,000/- per meeting to Non-Executive Directors.

(c) Investors Grievance Committee :

The Board has constituted an Investors Grievance Committee which looks into shareholders and investors grievances.

Following are the members of the Committee :

Name	Designation	Category of Directorship
Shri. Vasant K.Bhat	Chairman	Non-Executive, Independent
Dr. L. S. Mani	Member	Executive, Promoter

 

Compliance Officer : Shri. Vasant K. Bhat.

Number of complaints received from the shareholders during the year – Nil
Number of complaints redressed during the year –  Nil
Number of complaints unsolved as on 31.03.2012 - Nil

4. SHAREHOLDERS :

(a) Means of  Communication :

The quarterly, half yearly and annual audited financial results of the Company are sent to the stock exchanges immediately after they are approved by the Board. The results are published in accordance with the guidelines of the Stock Exchange.

(b) Share Transfers :

As per SEBI circular D & CC/FITTC/CIR-15/2002 dated 27-12-2002 the Company should have a common agency for share registry work. Accordingly, the Company has appointed  M/s. Bigshare Services Pvt. Ltd., E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai - 400072, as Common Agency for share registry work.

(c) General Body Meetings :

Details of the last 3 Annual General Meetings are as under.

Financial Year	Date	Time	Venue
2010-11	30-09-2011	12.30 PM	A-101, Pratik Ind. Estate, Mulund-Goregaon Link Road, Bhandup (W), Mumbai – 400 078.
2009-10	30-09-2010	12.30 PM	A-101, Pratik Ind. Estate, Mulund-Goregaon Link Road, Bhandup (W), Mumbai – 400 078.
2008-09	29-09-2009	12.30 PM	A-101, Pratik Ind. Estate, Mulund-Goregaon Link Road, Bhandup (W), Mumbai – 400 078.

 

(d) Postal Ballot :

For the year ended 31-03-2012, there have been no ordinary or special resolutions passed by the Company’s Shareholders through postal ballot.

(e) Details of Directors seeking appointment / re-appointment in 26th  Annual General Meeting :

(In pursuance of Clause 49 of the Listing Agreement)

Name of the Director	Shri. Krishnakumar A
Date of Birth	27.08.1959
Qualifications	BA, DMM
Date of Appointment	31.01.2009
Expertise in specific functional areas	HRD and Training
List of other companies in which Directorship held	None
Chairman/Member of the committees of the Board of Directors of other companies in which he/she is a Director.	None

 

Additional Shareholders information:

(a) Annual General Meeting
Date : 29th September, 2012.
Time : 12.30 P. M.
Venue :  A-101, Pratik Estate,  Mulund-Goregaon Link Road, Mumbai – 400 078.

(b) Financial Calender
Financial Year : 1st April to 31st March.
For the financial year 2012-13, the tentative dates for declaration of un-audited / audited results will be  as follows;

Quarter ending 30-06-2012                      Before 31st  July,2012.
Quarter ending 30-09-2012.                     Before 31st Oct, 2012.
Quarter ending 31-12-2012                      Before 31st Jan, 2013.
Quarter ending 31-03-2013 &                   
Audited results for the year 2012-13        Before 31st May, 2013.

(c) Book closure :
The Register of Members and Share Transfer Books of the Company shall remain closed from Saturday, 22nd September, 2012 to Saturday, 29th September, 2012 ( both days inclusive)

(d) Listing in stock exchanges and stock codes :
The shares of the Company are listed in The Stock Exchange, Mumbai.
Code of the Company is 531210
The ISIN number allotted to the Company for demat of shares are as under
NSDL             INE923C01011
CDSL             INE923C01011

(e)  Stock Data:
High/Low of Market Price of Company’s Equity shares traded in the Stock Exchange Mumbai during the financial year ended on 31-03-2012  was as follows:

Month	High	Low	Month	High	Low
April 2011	9.39	7.77	October 2011	4.17	3.59
May 2011	9.39	7.77	November 2011	3.62	3.19
June 2011	8.45	7.75	December 2011	3.65	3.05
July 2011	7.99	7.58	January 2012	4.59	3.62
August 2011	7.99	7.58	February 2012	5.83	4.25
September 2011	7.30	4.16	March 2012	6.42	6.12

 

(f)  Distribution of  Shareholding as on 31-03-2012.

Range (In Rs.)			Total Holders	% of Total Holders	Total Holding in Rs.	% of Total Capital
1	-	5000	1354	67.56	277070	6.06
5001	-	10000	240	11.98	204308	4.47
10001	-	20000	158	7.88	269288	5.89
20001	-	30000	132	6.59	385202	8.43
30001	-	40000	17	0.85	61784	1.35
40001	-	50000	8	0.40	38000	0.83
50001	-	100000	23	1.15	160826	3.52
100001	&	above	72	3.59	3174522	69.45
Total			2004	100.00	4571000	100.00

 

(g) Shares held in physical and dematerialised form :
As on 31-03-2012, 25.15% of the shares were held in dematerialsed form and the rest in physical form.

(h) Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity : Not applicable.

(i) Plant Location :
Plot No. 60, STICE, Sinnar-Shirdi Road, Musalgaon, Sinnar, Dist. Nasik – 422 103.

(j) Share Transfer System :
The Company has appointed M/s. Bigshare Services Pvt. Ltd., E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai – 400 072, as Registrar & Transfer Agents.
Tel : 022-28470652 /53
Fax : 022-28475207
Email : investor@bigshareonline.com

(k) Disclosures :
The Company has not entered into any transaction of material nature with the promoters, the Directors, their relatives etc. that may have any potential conflict with the interests of the Company.

The Company has complied with requirements of the stock exchange, SEBI and other statutory authorities on all matters related to capital markets during the last three years. There were no penalties imposed nor any strictures imposed on the Company by the Stock Exchange, SEBI or any other statutory authority relating to the above.

CEO’s Certification

The Board of Colinz Laboratories Ltd. has laid down a code of conduct for all the Board Members and the Senior Management. All the Board Members and the Senior Management personnel have affirmed compliance of the code.

		Dr.  L. S. Mani
		Chairman & Managing Director
Place: Mumbai.
Date: 30th May, 2012

 

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S. V. BHAT & CO.		201, Bhagtani Enclave
Chartered Accountants		Behind Asian Paints,
www.svbca.com		LBS Marg, Bhandup (W)
		Mumbai - 400 078
		Tel.No.022-67105872
		E-mail:- svbhatandco@gmail.com

 

 

CERTIFICATE

To the Members of
COLINZ LABORATORIES LTD.

We have examined the compliance of the conditions of Corporate Governance by Colinz Laboratories Ltd., for the year ended on 31-03-2012, as stipulated in Clause 49 of the Listing Agreement of the said Company with the stock exchange.

The compliance of the conditions of the Corporate Governance is the responsibility of the management. Our examination has been limited to a review of the procedures and implementations thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

 

For S. V. Bhat & Co.
Chartered Accountants
FIRM REG.NO. -101298W

S. V. Bhat
Proprietor.

MEMBERSHIP No. - 37237

Mumbai, dated. 30th May, 2012

 

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