Your Directors have pleasure in presenting the 27th (Twenty Seventh) Annual Reporton the business and operations of the Company for the year ended March 31 2019 and theAudited Financial Statement of the Company along with Auditors Report thereon.
1. FINANCIAL HIGHLIGHTS FOR 31.03.2019
(Rs. In Lacs)
| ||Year ended on |
| ||31.03.2019 ||31.03.2018 |
|Revenue from Operations ||1852.20 ||1464.01 |
|Other Income ||119.67 ||67.34 |
|Total Income ||1971.87 ||1531.35 |
|Total Expenses ||1846.63 ||1436.71 |
|Profit/Loss before Tax ||125.24 ||94.64 |
|Tax Expenses ||28.52 ||43.62 |
|Profit/Loss after Tax ||96.72 ||51.02 |
|EPS ||1.40 ||0.74 |
2. COMPANY'S PERFORMANCE
The Revenue from operations grew by 26.52% during the year to 1852.20 Lacs from 1464.01Lacs in previous year. The Profit after tax was 96.72 Lacs as against 51.62 Lacs in theprevious year. There were no material changes affecting the financial position of theCompany since the end of financial year under review.
3. TRANSFER TO RESERVE
An amount of Rs. 9671721/- has been transferred to General Reserve for financial yearended on 31st March 2019.
The Board of Directors does not recommend any dividend for the year.
5. CHANGE IN NATURE OF BUSINESS IF ANY
During the year under review there was no change in nature of business of the company.
6. DETAIL OF SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any subsidiary Joint Ventures and Associate Company.
7. SHARE CAPITAL
The Paid up equity share capital as on 31st March 2019 was 68894700. There was nopublic issue right issue bonus issue or preferential issue etc. during the period underreport. The Company has not issued any shares with differential voting rights nor grantedstock options nor sweat equity during the period under report.
8. FIXED DEPOSIT / PUBLIC DEPOSITS
During the year under review the company has neither accepted nor renewed any depositsin Terms of Chapter V of the Companies Act 2013 and Rules framed there under.
The Company has repaid Rs. 122.55/- Lacs unsecured Loan to Directors during the yearunder review. The total outstanding balance of unsecured loan as on 31.03.2019 is Rs32.20/- Lacs.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
RE-APPOINTMENT OF DIRECTOR
In accordance with the provisions of the Companies Act 2013 Ms. Shikha Gupta (DIN:01837341) retires by rotation at the ensuing Annual General Meeting (AGM') and iseligible for re-appointment. The Board of Directors has recommended her reappointment forconsideration of the Members in the Annual General Meeting.
APPOINTMENT OF DIRECTORS
Your Board on recommendation by Nomination and Remuneration Committee at its meetingheld on 13.08.2019 has appointed Ms. Rekha Aggarwal (DIN: 07887630) as an AdditionalDirector on the Board of Company to hold office till the next Annual General Meeting ofthe Company and therefore their offices is liable to be vacated at this Annual GeneralMeeting.
Your Board recommends appointment of Ms. Rekha Aggarwal (DIN: 07887630) as Director(Non- Executive) and the term are liable to retire by rotation.
The Company has received from the director (i) consent to act as Director and (ii)declaration that she is not disqualified from being appointed as a Director of theCompany.
The Company has received a notice in writing from a member along with the deposit ofrequisite amount under Section 160 of the Companies Act 2013 proposing the candidatureof Mrs. Rekha Aggarwal (DIN:07887630) as a Director of the Company.
The members' approval is being sought at the ensuing Annual General Meeting for theabove appointments.
Ms. Ruchi Aggarwal & Mr. Hemant Mangla has appointed as Independent Director w.e.f.25.07.2018 and Mr. Saras Kumar has appointed as Independent Director w.e.f. 14.08.2018during the year under review.
RESIGNATION OF DIRECTOR
Mr. Ramesh Kumar (Independent Director) has resigned from the post of Directorship ofthe Company w.e.f. 14.08.2018. The Company expresses its appreciation of the incomparablework performance displayed during his tenure with the Company.
Mr. Suresh Kumar Aggarwal (Independent Director) has resigned from the post ofDirectorship of the Company w.e.f. 14.08.2018. The Company expresses its appreciation ofthe incomparable work performance displayed during his tenure with the Company.
Mrs. Rekha Aggarwal has resigned from the post of Executive Director w.e.f. 14.08.2018.The Company expresses its appreciation of the incomparable work performance displayedduring her tenure with the Company.
RESIGNATION AND APPOINTMENT OF KEY MANAGERIAL PERSONNEL
Mrs. Geeta Singla has resigned from the post of the Chief Financial officer of theCompany w.e.f. 14.08.2018. The Company expresses its appreciation of the incomparable workperformance displayed during her tenure with the Company as Chief Financial officer.
Mrs. Rekha Aggarwal has appointed as Chief Financial Officer w.e.f. 14.08.2018 of theCompany.
10. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company had already constituted Nomination and Remuneration Committee as requiredunder SubSection (1) of Section 178 of the Companies Act 2013 comprising of Ms. RuchiAggarwal (Independent Director) Chairman of the Committee Mrs. Shikha Gupta (NonExecutive Director) Mr. Hemant Mangla (Independent Director) Members of the Committee.
The Company has also formulated a Policy on directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters provided under Section 178 (3) of the Companies Act 2013 andthe same is annexed as Annexure-I with this report.
11. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed under the Companies Act 2013 andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations").
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc. The performance of thecommittees was evaluated by the Board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The Board and the nomination and remuneration committee reviewedthe performance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the chairman was also evaluated on the key aspectsof his role.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the Board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual directors was also discussed. Performance evaluation of Independent Directorswas done by the entire Board excluding the Independent Director being evaluated.
12. DECLARATION FROM THE INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013that he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI (ListingObligations and Disclosures Requirements) Regulations 2015.
13. RELATION BETWEEN DIRECTORS INTER SE AS PER SECTION 2(77) OF THE COMPANIES ACT2013
|Director ||Interse Relationship Between Directors |
| ||Directors ||Relationship |
| ||Rekha Aggarwal ||Wife |
|Ashish Aggarwal ||Shikha Gupta ||Sister |
There is no other inter se relation between directors as per the provisions ofCompanies Act 2013.
14. DIRECTOR RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls established and maintained by thecompany work performed by the Internal Statutory Secretarial Auditors and externalagencies the review performed by the management and the relevant Board Committees theBoard with the concurrence of the Audit Committee is of the opinion that the companyInternal financial controls were adequate and effective as on 31st March 2019.Accordingly pursuant to section 134(5) of the Companies Act 2013 the Board of Directorsto the best of their Knowledge and ability confirm:- a) That in the preparation of theannual accounts the applicable accounting standards have been followed along with properexplanation relating to material departures if any; b) That we have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company at the end of financial year and of the profit and loss of the company forthat period; c) That proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; d) That the annual accounts have been prepared on a going concernbasis; e) That proper system to ensure compliance with the provisions of all applicablelaws were in place and that such system were adequate and operating effectively; and f)That proper internal financial control were laid down and that such internal financialcontrols are adequate and were operating effectively.
15. STATUTORY AUDITORS AND AUDITOR'S REPORT
M/s Serva Associates Chartered Accountants New Delhi (ICAI Registration No.000272N) due to their expiring of Peer Review Certificate of firm consequent to whichthey are unable to continue as Statutory
Auditors of the company resigned with effect from 01.08.2019. Board of Directors attheir meeting held on 02.08.2019 appointed M/s K A S G & CO. Chartered AccountantsNew Delhi (ICAI Registration No: FRN 002228C) as statutory auditors in place of casualvacancy caused due to the resignation of M/s Serva Associates from 02.08.2019 to theconclusion of this 27th Annual General Meeting subject to the approval of shareholders.
The Board of Directors recommend the appointment of M/s K A S G & CO. CharteredAccountants Delhi (ICAI Registration No: FRN 002228C) as statutory auditors for a term of5 years from the conclusion of 27th Annual General Meeting until the conclusion of the32nd Annual General Meeting of the Company to be held in the calendar year 2024. On therecommendation of the Committee the Board also recommended for the approval of themembers the remuneration of M/s K A S G & Co. Chartered Accountants for the financialyear 2019-20 and onwards as set out in the resolution relating to their appointment.
The Company has received a written consent eligibility letter and other necessarydeclarations and confirmations from M/s K A S G & CO. Chartered Accountants Delhi(ICAI Registration No: FRN 002228C) stating that they satisfy the criteria provided underSection 141 of the Companies Act and that the appointment if made shall be inaccordance with the applicable provisions of the Act and rules framed thereunder. Ifapproved by the Members the appointment of M/s K A S G & CO. Chartered AccountantsDelhi (ICAI Registration No: FRN 002228C) as the Statutory Auditors will be for a periodof five consecutive years commencing from the conclusion of 27th Annual General Meetingtill the conclusion of the 32nd Annual General Meeting. The first year of audit will be ofthe financial statements for the year ending March 31 2020 which will include the auditof the quarterly financial statements for the year.
The Auditor's in their report does not contain any qualification reservation oradverse remark or disclaimer except that the Company not complied IND AS 19 during theyear under review and the response of your Directors is that the management is in theprocess of getting the actuarial valuation by the actuary for gratuity as well as leaveencashment from the next financial year 2019-20 to comply with this requirement.
The Auditors have not reported any fraud committed against the Company by its officersor employees during the financial year 2018-19.
16. SECRETARIAL AUDITORS
The Board has appointed M/s Jaspreet Dhawan & Associates Practicing CompanySecretaries Chandigarh to conduct secretarial audit for the financial year 2019-20.
The Secretarial Audit Report for the financial year ended 31 March 2019 is enclosed asAnnexure-II. The Secretarial audit report does not contain any qualification reservationor adverse remark or disclaimer
17. COST AUDITORS
There is no statutory requirement to appoint the Cost Auditor as per Section 148 of theCompanies Act 2013 read with Companies (Cost Records and Audit) Rules 2014.
18. CORPORATE GOVERNANCE
As per Regulation 15(2) of the listing Regulations the compliance with corporategovernance provision as specified in Regulation 17 to 27 and clause (b) to (i) ofregulation 46 (2) and para CDE of Schedule V is not applicable to the Company during theyear under review.
19. EXTRACTS OF ANNUAL RETURN
The details forming Part of the Extracts of Annual Return in Form MGT-9 as per section92(3) of the Companies Act 2013 are given as Annexure III which form part of thisreport.
20. BOARD MEETINGS
During the financial year 2018-19 10 (Ten) Board Meetings (30.05.2018 25.07.201814.08.2018 10.10.2018 22.10.2018 14.11.2018 26.11.2018 08.01.2019 14.02.2019 &11.03.2019) were convened and held. The detail of the attendance of Board meetingmentioned below:
|4Name of Director ||Designation ||Category ||Attendance Particulars |
| || || ||Board Meetings ||Last AGM |
|Mr. Ashish Aggarwal ||Managing Director and Chairman ||Promoter/Executive Director ||10 ||Yes |
|Mrs. Rekha Aggarwal ||Director ||Promoter/Executive Director ||3 ||Yes |
|Mrs. Shikha Gupta ||Director ||Promoter/ Non Executive Director ||10 ||Yes |
|Mrs. Geeta Singla ||Director & CFO ||Promoter/ Executive Director ||3 ||Yes |
|Mr. Ramesh Kumar ||Director ||Independent Non Executive Director ||3 ||Not Applicable |
|Mr. Suresh Kumar Aggarwal ||Director ||Independent Non Executive Director ||3 ||Not Applicable |
|Ms. Ruchi Aggarwal ||Director ||Independent Non Executive Director ||8 ||Yes |
|Mr. Hemant Mangla ||Director ||Independent Non Executive Director ||8 ||Yes |
|Mr. Saras Kumar ||Director ||Independent Non Executive Director ||7 ||Yes |
Mrs. Rekha Aggarwal Mrs. Geeta Singla Mr Ramesh Kumar & Mr. Suresh KumarDirectors of the Company have resigned from the post of Director w.e.f. 14.08.2018.
Ms. Ruchi Aggarwal & Mr. Hemant Mangla have appointed as Non Executive IndependentDirector w.e.f. 25.07.2018 and Mr. Saras Kumar has appointed as Non Executive IndependentDirector w.e.f. 14.08.2018.
None of the directors of the Board serve as Member of more than 10 committees nor dothey chair more than 5 Committees as per the requirements of the Listing Agreement.
21. COMPOSITION OF AUDIT COMMITTEE
The Board has constituted an Audit Committee as required under companies act 2013which comprises of Ms. Ruchi Aggarwal as the Chairman Mrs. Shikha Gupta and Mr. HemantMangla as Members of the Committee. All the recommendations made by the Audit committeewere accepted by the Board.
During the financial year 2018-19 Five Audit Committee Meetings (30.05.201814.08.2018 14.11.2018 26.11.2018 and 14.02.2019) were convened and held.
22. COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE
The Board has constituted an Nomination & Remuneration Committee as required undercompanies act 2013 which comprises of Ms. Ruchi Aggarwal as the Chairman Mrs. ShikhaGupta and Mr. Hemant Mangla as the Members. All the recommendations made by the committeewere accepted by the Board.
During the financial year 2018-19 Three Nomination & Remuneration CommitteeMeetings (30.05.2018 25.07.2018 & 14.08.2018) were convened and held.
23. COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholder relationship Committee has formed pursuant to the listing regulationsfor specifically looks in to redressal of shareholders and investors' complaints such astransfer of shares non receipt of share certificates non-receipt of Balance sheet nonreceipt of declared dividends if any and to ensure expeditious transfer process etc. Thecommittee comprises of Ms. Ruchi Aggarwal as the Chairman Mrs. Shikha Gupta and Mr.Ashish Aggarwal as Members of the committee
During the Financial Year 2018-19 18 (Eighteen) Stakeholders Relationship Committeemeetings (28.05.2018 16.07.2018 27.08.2018 17.09.2018 22.09.2018 01.10.201812.11.2018 26.11.2018 03.12.2018 18.12.2018 24.12.2018 07.01.2019 14.01.201921.01.2019 04.02.2019 11.02.2019 18.02.2019 & 18.03.2019) were convened and held.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contracts or arrangements with Related Parties referred to inSection 188(1) of the Companies Act 2013 for the Financial Year 2018-19 in the prescribedformat AOC-2 is annexed as Annexure-IV to the Board Report.
25. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the year under review Company neither gave any Loans Guarantees nor madeInvestments which are covered under the Provisions of Section 186 of the Companies Act2013.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and Company's operations in future.
27. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION BETWEEN
THE END OF FINANCIAL YEAR AND THE DATE OF REPORT
There were no material changes and commitments affecting Financial Position between theend of the financial year and the date of report.
28. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company's internal control systems are commensurate with the nature of itsbusiness and the size and complexity of its operations. Internal controls are reviewedperiodically by the internal auditor and report significant audit observations if anyand follow up actions if any to the Audit Committee. The Audit Committee reviews theadequacy and effectiveness of inter control systems commensurate with the nature of thebusiness.
29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND
(A) CONSERVATION OF ENERGY
The Company has continued its efforts to organize incremental improvements in energyconservation across plant locations plant equipment and technologies. (i) Regularreview of energy conservation consumption and effective control and utilization ofenergy. (ii) The Company is under discussion to Install Solar power Plant. (iii) Thecapital investment on energy conservation equipments:- Under Negotiations
(B) TECHNOLOGY ABSORPTION
(i) The efforts made towards technology absorption:-
The Company has installed latest Technology Equipment using PLC Controls.
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution:- The Company is now using 62.61% of Imported raw Material duringthe financial year 2018-19 as against 50.32% until last financial Year 2017-18. (iii) incase of imported technology- Not Applicable (a) The details of technology imported; (b)The year of import; (c) Whether the technology been fully absorbed; (d) If not fullyabsorbed areas where absorption has not taken place and the reasons thereof; and (iv)the expenditure incurred on Research and Development: NIL Your company is manufacturingHalogen Lamps with well established technologies and hence does not require any Researchand Development efforts.
|(C) FOREIGN EXCHANGE EARNING AND OUTGO ||(Rs. in Lakhs) |
|Earnings from Exports ||684.87 |
|Outgo Import of Raw Material & Capital Goods ||652.28 |
|Foreign Travel / Mkt. Expenses ||0.00 |
|Exhibition ||16.16 |
|Sales Promotion ||27.50 |
|NET EARNING ||(11.07) |
30. RISK MANAGEMENT
Your Company has taken necessary steps for risk management including identifying riskwhich may threaten the existence/operations of the Company.
31. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
As per Section 177 of the Companies Act 2013 and Regulation 22 of the SEBI (ListingObligations and Required Disclosures) Regulation 2015 a comprehensive Whistle Blower andVigil Mechanism Policy has been approved and implemented within the organization. Thepolicy enables employees and directors to report instances of the unethical act orsuspected incident of fraud or violation of Company's code of conduct or ethics policy.
32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION
AND REDRESSAL) ACT 2013
A committee has been setup to redress the complaints received regarding sexualharassment. There were no complaints received from any employee during the financial year2018-19.
33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The table containing the names and other particulars of employees in accordance withthe provisions of section 197(12) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure V.
34. DISCLOSURE OF REMUNERATION UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 READWITH
RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULE2014 (I) The ratio of the remuneration of each Director to the median remuneration ofthe employees of the Company for the financial year 2018-19:
Except the remuneration paid to Mr. Ashish Aggarwal Managing Director & Mrs. RekhaAggarwal Director of the Company from 01.04.2018 to 14.08.2018 none of other directorsdrawing remuneration from the Company.
The ratio of the remuneration of Mr. Ashish Aggarwal Managing Director to the medianremuneration of the employees is 5.4% and Ms. Rekha Aggarwal Director is 1.08%.
(ii) The percentage increase in remuneration of each Director Chief Financialofficer and Company Secretary during the Financial Year 2018-19 are as under:
|S.No Name of Director/KMP and Designation ||% Increase in remuneration in 19 ||FY 2018- |
|1 Mr. Ashish Aggarwal- Managing Director ||0.00 || |
|2. Ms. Rekha Aggarwal Director (from 01.04.2018 to 14.08.2018) ||0.00 || |
|3. Mr. Sandeep Yadav Company Secretary (appointed w.e.f 15.11.2017) ||23.33% || |
(iii) The percentage increase in the mediation remuneration of employees of theCompany for the financial year 2018-19:
The median remuneration of the employees in the Financial Year 2018-19 was increased by10.29% as compared to the financial year 2017-18.
(iv) The number of permanent employees on the rolls of the Company as on 31.03.2019:
There were 35 permanent employees on the rolls of the company as on 31.03.2019.
(v) The average percentile increase already made in the salaries of employees otherthan managerial personnel in the last financial year i.e. 2018-19 and its comparison withthe percentile increase in the managerial remuneration and justification thereof and pointout if there are any exceptional circumstances for increase in the managerialremuneration:
The average percentile increase in the salaries of employees excluding the managerialpersonnel for financial year2018-19 was 38.64%. Average percentile increase in theremuneration of managerial personnel in the last financial year was 0.00%. Note: There isno increase in the remuneration of managerial personnel.
(vi) Particulars of employees posted and working in a country outside India notbeing directors or their relatives drawing more than 60 lakh rupees per financial year orfive lakh rupees per month:
None of the employees posted and working outside India not being directors or theirrelatives drawing more than 60 lakh rupees per financial year or five lakh rupees permonth.
35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI (LODR) Regulations 2015("ListingRegulations") The Management Discussion and Analysis Report for the year underreview is presented in a separate section forming part of the Annual report attached asAnnexure- VI.
36. CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within preview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
Your Company and its Directors place on record their deep appreciation for exemplarycontribution of the employees at all levels. Their dedicated efforts and enthusiasm hasbeen integral to your Company's growth.
|For and on Behalf of the Board |
|For Jagan Lamps Ltd. |
| ||Sd/- ||Sd/- |
|Dated: 27.08.2019 ||Ashish Aggarwal ||Rekha Aggarwal |
|Place : Kundli (Haryana) ||Managing Director ||Director |
| ||DIN- 01837337 ||DIN- 07887630 |