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Company Information

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ADOR MULTIPRODUCTS LTD.

21 February 2025 | 12:00

Industry >> Personal Care

Select Another Company

ISIN No INE628D01014 BSE Code / NSE Code 523120 / ADORMUL Book Value (Rs.) 23.23 Face Value 10.00
Bookclosure 27/08/2024 52Week High 46 EPS 0.00 P/E 0.00
Market Cap. 12.60 Cr. 52Week Low 23 P/BV / Div Yield (%) 1.16 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

Your Directors hereby present the Company's 76th Annual Report of Ador Multi Products
Limited ('the company') along with audited financial statements for the financial year
ended March 31, 2024. The Company, along with its subsidiaries wherever required, is
referred to as 'we', 'us', 'our', or 'Ador Multiproducts'. The consolidated performance of
the Company and its subsidiaries has been referred to wherever required.

1. PERFORMANCE OF THE COMPANY

The table below sets forth the key financial parameters of the Company's performance
during the year under review

Rs. in lacs

Particulars

Standalone

Consolidated

2023-24

2022-23

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)

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. 515.14
Lakhs as compared to previous year's Revenue of Rs. 588.75 Lakhs. Your company has
reassed their business strategy and have realigned to focus on manufacturing as a service
/ contract manufacturing as its mainstay. The company made significant investments and
initiatives to build brands over the past few years which unfortunately did not reap the
right results. Keeping this in mind and the heavy investments required to further build
those brands, your company has taken a careful approach to focus on third party
manufacturing. 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 continues
to manufacture talcum powder in parallel. With one factory at Puducherry, the company
continues to keep the cost base very economical and build a stronger client base with
requirements 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 in
them 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 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 is expected to build tremendous brand value by partnering with high
growth young brands and investing in productivity in the coming year. This
complemented with high volume traditional FMCG brand manufacturing is expected to
enable the company to find a healthy stable 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:

During the year under review there has been no change in the nature of business of the
company.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION
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:

As on March 31, 2024, the company had 2 subsidiaries. Following changes in the nature of
business of subsidiaries is as follows.

M/s. 23 Yards India Private Limited ceased to be a subsidiary of the company w.e.f 26th
March, 2024 as a result of transfer of the entire shares held by the company to M/s. Ravi
Shastri Entertainment LLP and Mrs. Ritu Shastri.

Further the subsidiaries of the company i.e. Anatomicals Ador India Private Limited and
1908 E-Ventures Private Limited had minimal business transactions and has been
operating at a lower capacity with a view to curb cash bum. The management believed it
to 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, 2024
decided for impairment on investment in 1908 E-Ventures Private Limited and
Anatomicals Ador India Private Limited respectively.

A report on the financial positions of both subsidiaries as per the Companies Act, 2013 as
provided 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 on
account of principal or interest on deposits from the public 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, 2024, 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 2023-2024 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 OF THE 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

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBI
Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing
Regulations'), the independent directors have submitted declarations stating that each of
them fulfil the criteria of independence as provided in Section 149(6) of the Act along with
rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There
has been no change in the circumstances affecting their status as independent directors of
the Company. In the opinion of the Board, the Independent Directors are competent,
experienced, proficient and possess necessary expertise and integrity to discharge their
duties and functions as Independent Directors. The Independent Directors of the
Company have undertaken requisite steps towards the inclusion of their names in the data
bank 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 as
specified in Section 164 of the Act. All Directors have further confirmed that they are not
debarred from holding the office of a director under any order from SEBI or any other
such authority

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, Mr. Deep Ashda Lalvani (DIN: 01771000)
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 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

Independent Director

Member

Mr. Deep Lalvani

Whole Time Director

Member

21. 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

22. 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

23. 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.

24. POLICIES OF THE COMPANY

Your Company has posted the following documents on its website

I. Materiality of event &inf ormation
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

II. Code of Practices and Procedures for fair disclosure
12 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 (Firm
Registration No. 011350S) as the Statutory Auditors of the company 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.

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 under
Section 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 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, 2024.

The report of the Secretarial Auditor in Form MR-3 for the financial year ended March
31, 2024 is attached to this Report. The Secretarial Audit Report does not contain any
qualifications, reservations, or adverse remarks or disclaimers.

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.

26. 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.

27. 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.

28. 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.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Ador Multiproducts has zero tolerance for sexual harassment and has adopted a charter
on prevention, prohibition and redressal of sexual harassment in line with the provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and complied with all provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 including
constitution of Internal Complaints Committee.

During the FY 2023-24, neither any complaints of sexual harassment were received by
ICC, nor were there any complaints relating thereto which required any disposal thereof.

30. SHARE CAPITAL:

As on 31st March, 2024, the authorized share capital of the company consisted of 50,00,000
Equity Shares of Rs. 10/- each, and the paid up capital consisted of 46,73,633 equity shares
of 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 differential
voting rights.

31. 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.

32. 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 D forming part of this Report.

33. OTHER DISCLOSURES:

Details of employees pursuant to Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, will be provided on request by the
Company Secretary.

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 A. Lalvani Tanya Halina Advani

Director Director

DIN: 01771000 DIN: 08586636

Place: Mumbai
Date: 17th May, 2024