Your Directors have pleasure in presenting the Twenty Eighth
Annual Report of the Company together with the Audited
Statement of the Accounts for the year ended on 31st March 2019.
(Rs. In Lakhs)
|Particulars ||2018-19 ||2017-18 |
|Operating and other Income ||4103.30 ||3179.07 |
|Expenditure ||3995.85 ||3456.39 |
|Profit before Tax ||107.45 ||(277.31) |
|Prior period Items ||- ||- |
|Provision for Current Tax ||20.73 ||- |
|Deferred Tax ||14.69 ||(148.10) |
|Minimum Alternate Tax Credit ||- ||- |
|Entitlement || || |
|Taxation of Earlier Years ||- ||3.71 |
|After Tax ||70.81 ||(126.56) |
The Board of Directors of your Company do not recommend any Dividend on equity sharesfor the FY 2018-19.
REVIEW OF OPERATIONS:
During the year under review revenue of the Company was Rs. 4060.84 lakhs as comparedto Rs. 3112.90 lakhs in the corresponding previous year. The Company earned net profit ofRs.70.81 lakhs as compared to net loss of Rs. 126.57 lakhs in the corresponding previousyear.
TRANSFER TO RESERVE:
The Company has not transferred any amount to reserves during the Financial Year2018-19.
The Company has not accepted any deposit or unsecured loans from the public within themeaning of Section 73 of the Companies Act 2013 read with The Companies (Acceptance ofdeposit by Companies) Rules 2014.
The Authorised Share Capital of the Company as on 31st March 2019 is Rs.120000000/- (12000000 Equity Shares of Rs.10/- each). The Issued Subscribed andPaid-Up Equity Share Capital as on 31st March 2019 is Rs. 101890000/-. During the yearunder review 150000 Convertible Warrants were converted into 150000 Equity Shares on16th November 2018.
|Name of the Allottee(s) ||No. of Shares allotted ||Price per share (Rs.) |
|1. Mr. Shyamsunder Toshniwal ||75000 ||158.10/- |
|2. Mrs. Madhubala Toshniwal ||75000 ||158.10/- |
During the year under review the Company has not issued shares withdifferential voting rights nor has issued any sweat equity shares as on 31st March 2019.
In accordance with the provisions of Section 152 of the Act and thatof Articles of Association of the Company Mr. Shyamsunder Toshniwal Director of theCompany retires by rotation at ensuing Annual General Meeting of the Company and beingeligible has offered himself for re-appointment. Further Mr. Abhijit Periwal resignedfrom the board w.e.f. 13th November 2018 and Mr. Mahendrakumar Singhi Omprakash wasappointed as an Additional Director on the board w.e.f. 25th January 2019.
DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
Pursuant to the provisions of the Companies Act 2013 and SEBI
Listing Obligations and Disclosure Requirements) Regulations
2015 and Circulars and Guidance Notes issued by SEBI in this regardthe Board has carried out an evaluation of its own performance the directors individuallyas well as the evaluation of the working of its Committees.
The performance evaluations of Independent Directors were also carriedout and the same was noted. Independent Directors in their meeting held on 29th March2019 decided to bring more transparency in their performance and bring more responsibilitywhile taking any policy decisions for the benefit of the shareholders in general.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Management Discussion and Analysis of financial conditionincluding the results of operations of the Company for the year under review as requiredunder Regulation 34(2)(e) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015 isprovided as a separate section forming part of the Annual Report.
During the FY 2018-19 09 (Nine) Board Meetings were conveyed and heldby the Company. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
SEPARATE MEETING OF INDEPENDENT DIRECTORS:
Pursuant to Schedule IV of the Companies Act 2013 and the
Rules made thereunder and Regulation 25 (3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate meeting ofIndependent Directors was held on 29th March 2019 during the financial year 2018-19without the attendance of Non-Independent Directors and Members of the Management.
The Independent Directors reviewed performance of Non
Independent Directors Chairman of the Company and the performance ofthe Board as a whole. The Independent Directors also discussed the quality quantity andtimeliness of flow of information between the Company management and the Board that isnecessary for the Board to effectively and reasonably perform their duties. The feedbackof the Meeting was shared with the Chairman of the Company.
NOMINATION AND REMUNERATION POLICY:
Pursuant to Provisions of Section 178 of the Companies Act
2013 and Regulation 19 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and on the recommendation of the Nomination &Remuneration committee the Board has adopted policy for selection and appointment ofDirectors Senior Management and their remuneration. The details of
Remuneration Policy is stated in the Corporate Governance Report. TheNomination and Remuneration Policy is posted on the website of the Company. The web linkfor the same is: https://www.lactoseindialimited.com/policy.php.
STATUTORY AUDITOR & AUDIT REPORT:
At the Annual General Meeting of the Company held on 09th August 2017C A S & Co. Chartered Accountants (Formerly known as M/s. K. M. Tulsian &Associates Chartered Accountants) Mumbai (Firm Registration Number 111075W) wereappointed as statutory auditors of the Company for a term of five years [i.e. till theconclusion of Annual General Meeting to be held in FY 2022-2023].
The Notes on Accounts referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies Appointment and Remuneration of Managerial Personnel) rules 2014 theSecretarial Auditors Mrs. Priyanka Lahoti Practicing Company Secretary Mumbai(Certificate of Practice No. 8654) have issued Secretarial Audit Report for the FinancialYear 2018-19 which is annexed as
"Annexure A" and forms part of this Report.
STATEMENT PURSUANT TO SEBI (LISTING OBLIGATIONS & DISCLOSUREREQUIREMENTS) REGULTAION 2015:
The Company's Equity shares are listed at BSE Limited. The Annuallisting fee for the year 2018-19 has been paid.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control Systems commensurate with the sizescale and complexity of its operation. The scope and authority of the Internal Auditfunction is defined by the Audit Committee. To maintain its objectivity and independencethe Internal Audit function reports to the Chairman of the Audit Committee of the Board& to the Managing Director. The Accounts Department monitors and evaluates theefficiency and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.Significant Audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has a vigil mechanism to deal with instance of fraud andmismanagement if any. The policy is placed the on the website of the Company. The weblink for the same is:- http:// www.lactoseindialimited.com/policy.php
ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
The information required under Section 134 (3) (m) of the CompaniesAct 2013 read with the Companies (Accounts)
Annual Report 2018-19
Rules 2014 with respect to conservation of energy technologyabsorption and foreign exchange earnings/outgo is given hereto and forms a part of thisreport as an "Annexure B".
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION:
Energy conservation is not only a national priority but also a keyvalue driver for your Company. Employees are also encouraged to give suggestion that willresult in energy saving.
As prescribed under the Section 134 (3) (m) of the Companies Act 2013read with the Companies (Accounts) Rules 2014 is not applicable as there is notechnology absorption adaptation and innovation made by your Company. However it hasbeen the endeavor of the Company to continuously upgrade & standardize its products.
FOREIGN CURRENCY EARNING AND OUTGO
| || |
Rs. (In Lacs)
|i) CIF Value of Imports ||445.93 |
|ii) Expenditure in foreign currency ||18.32 |
|iii) Foreign Exchange earned ||89.51 |
PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in theAnnual Report and is marked as "Annexure C" to this Report.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 134(3)(a) extract of Annual Return in Form MGT-9has been annexed to this Annual Report in "Annexure D" and same isavailable on the website of the Company and its weblink is www.lactoseindia.com
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course ofbusiness. There are no materially significant related party transactions made by theCompany with promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDERSECTION 186:
The details of Loan Guarantees and Investments made by theCompanyunder the provisions of Section 186 of the Companies Act 2013 are provided in the notesto the Financial Statements.
SAFETY HEALTH AND ENVIRONMENT:
Your Company recognizes its role in health and safety as well as itsresponsibility towards environment and society. Infact yourCompany's goals are: noaccidents no injuries to people and no damage to environment. Safety and security ofpersonnel assets and environmental protection are also on top of the agenda of theCompany at its manufacturing facilities.
Clean environment and sustainable development integrated with thebusiness objective is the focus of operations of theCompany. The projects and activitiesare planned and designed with environment protection as an integral part to ensure a safeand clean environment for sustainable development.
DIRECTORS' RESPONSIBILTY STATEMENT AS REQUIRED UNDER SECTION134(3)(c) OF THE COMPANIES ACT 2013:
To the best of knowledge and belief and according to the informationand explanation obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Act.
(a) That in the preparation of the annual financial statements theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any; (b) That such accounting policies as mentioned in Notes tothe Financial Statements have been selected and applied consistently and judgments havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company as at 31st March 2019 and of the profit & loss of thecompany for the year ended on that date; (c) That proper and sufficient care has beentaken for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act
2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;
(d) That the annual financial statements have been prepared on a goingconcern basis;
(e) That proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively.
(f) That systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
As per the SEBI(Listing Obligation and Disclosure Requirements)
Regulation 2015 the Company has prepared a report on CorporateGovernance together with a certificate from the Practising Company Secretary confirmingCompliance is set out in the "Annexure E" forming the part of this AnnualReport.
DISCLOSURES: AUDIT COMMITTEE
The Audit Committee comprises Independent Directors namely Mr. G. K.Sarda (Chairman) Mr. Pramod Kalani and Mr.
Mahendra Singhi Omprakash as other members. The Audit
Committee played an important role during the year. It coordinated withthe Statutory Auditors Internal Auditors and other key personnel of the Company and hasrendered guidance in the areas of internal audit and control finance and accounts. Allthe recommendations made by the Audit Committee were accepted by the Board. During the FY2018-19 05 (Five) Audit Committee's Meetings were conveyed and held by the Company.The details of which are given in the Corporate Governance
STAKEHOLDERS RELATIONSHIP COMMITTEE:
During the FY 2018-19 06 (Six) Stakeholders RelationshipCommittee's Meetings were conveyed and held by the Company. The details of which aregiven in the Corporate Governance
Report. With the compulsory dematerialization of the Company'sshares and electronic mode of transfers postal dispatches which led to usual complaintshave been minimized.
NOMINATION & REMUNERATION COMMITTEE:
During the FY 2018-19 03 (Three) Nomination & RemunerationCommittee's Meetings were conveyed and held by the Company. The details of which aregiven in the Corporate Governance Report. The Nomination and Remuneration Committeerecommends to the Board the suitability of candidates for appointment as Key ManagerialPersonnel Directors and the remuneration packages payable to them and other employees.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at theworkplace and towards this end has adopted a policy in line with the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules thereunder. All employees (permanent contractual temporary trainees) are coveredunder the said policy. An
Internal Complaints Committee has also been set up to redresscomplaints received on sexual harassment.
During the financial year under review the Company has not receivedany complaints from any of the employees of the
HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
Industrial Relations continued to be harmonious throughout the yearunder review. Many initiatives have been taken to support business through organizationalefficiency process change support and various employee engagement programs which havehelped the Organization achieve higher productivity levels.
There are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany i.e. 31st March 2019 to which these financial statements relate and date of thisreport.
RISK MANAGEMENT POLICY:
As per the Act and as part of good corporate governance the
Company has constituted the Risk Management Committee. The Committeehas laid down the procedures to inform to the Board about the risk assessment andminimization procedures and the Board shall be responsible for framing implementing andmonitoring the risk management plan and policy for theCompany.
The main objective of this policy is to ensure sustainable businessgrowth with stability and to promote a pro-active approach in reporting evaluating andresolving risks associated with the business. In order to achieve the key objective thepolicy establishes a structured and disciplined approach to Risk Management in order toguide decisions on risk related issues.
The Committee reviewed the risk trend exposure and potential impactanalysis carried out by the management. It was specifically confirmed to the Committee bythe MD and the CFO that the mitigation plans are finalised and up to date owners areidentified and the progress of mitigation actions are monitored.
PREVENTION OF INSIDER TRADING:
The Company has adopted a code of conduct for prevention of insidertrading with a view to regulate trading in securities bythe Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in theCompany's shares and prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in possession ofunpublished price sensitive information in relation to the
Company and during the period when the Trading Window is closed. TheBoard is responsible for implementation of the Code. All Directors and the designatedemployees have confirmed compliance with the Code.
SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY
No significant and material orders or courts or tribunals impacting thegoing concern status and your Company's operation in future
Your Directors take this opportunity to convey their deep sense ofgratitude for valuable assistance and Co-operation extended to the Company by all valuedcustomers and bankers of the Company.
Your Directors also wish to place on record their sincere appreciationfor the valued contribution unstinted efforts by the employees at all levels whichcontributed in no small measure to the progress and the high performance of the Companyduring the year under review.
| ||For and on Behalf of the Board |
|Sd/- ||Sd/- |
|(Atul Maheshwari) ||(Sangita Maheshwari) |
|Managing Director ||Whole-time Director & |
|DIN:00255202 ||CFO |
|were passed by the regulators ||DIN:00369898 |
|Date : 14th August 2019 || |
|Place : Mumbai || |
|Regd. Office || |
|Survey No. 6 || |
|Village Poicha (Rania) || |
|Savli Vadodara || |
|Gujarat - 391780 || |