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Lalit Polymers & Electronics Ltd.

BSE: 524250 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
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Lalit Polymers & Electronics Ltd. (LALITPOLYMERS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 33* Annual Report and the Auditedaccounts for the financial year ended 31s* March 2017. Financial highlightsare as follows:

FINANCIAL RESULTS:

in Lacs)

Particulars YEAR ENDED AS ON 31.03.2017 YEAR ENDED AS ON 31.03.2016
Total Income 0.06 20.13
Total Expenditure 16.61 83.29
Exceptional Items - (118.52)
Profit Before Depreciation and Tax (16.55) 56.47
Less: Depreciation - 1.11
Profit before Tax (16.55) 55.36
Less: Tax Expenses 0.25 8.86
Profit after Tax (16.80) 46.50

2. DIVIDEND

Board of Directors of the company have not recommend any dividend for the financialyear 2016-17.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

4. SHARES

a. The Company has not bought back any of its securities during the year under review.

b. The Company has not issued any Sweat Equity Shares during the year under review.

c. The Company has not issued any Bonus Shares during the year under review.

5. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

6. THE BOARD OF DIRECTORS

Pursuant to the provision of section 149 of the Act Mr. Munna Lai Goyal and Mr. SanjayChana were appointed as independentdirector at the annual general meeting held on29.09.2014. They have submitted a declaration that each of them meets the criteria ofindependence as provided in section 149(6) of the Act and there has been no change in thecircumstances which may affect their status as independent director during the year.

Smt. Priyadarshinee Kanoria retire by rotation and being eligible has offered herselffor re-appointment.

7. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 7 (Seven) Board meetings and one independent directors meeting duringthe financial year under review. For details of the meetings of the board please refer tothe corporate governance report which forms part of this report.

8. BOARD EVALUATION

Pursuant to the provisions of companies Act 2013 and SEBi {Listing Obligation andDisclosure Requirements) Regulations 2015 the Board has carried out annual performanceevaluation of its own performance the directors individually as weii the evaluation ofthe working of its Audit Nomination & Remuneration and Stakeholder's Relationshipcommittee. The manner in which the evaluation has been carried out has been explained inCorporate Governance Report.

9. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors and fixing their remuneration.The Remuneration Policy is stated in the Corporate Governance Report.

10. BUSINESS RISK MANAGEMENT

Your Company has an elaborate Risk Management procedure. The risk management includesidentifying types of risks and its assessment risk handling and monitoring and reporting.Business risk inter-aiia further includes financial risk political risk fidelity risklegal risk.

As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same.

11. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the company has adopted a vigil mechanism policy.This policy is posted on the website of company.

12. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act 2013 and SEBi (Listing Obligationand Disclosure Requirements) Regulations 2015 your Company has formulated a Policy onRelated Party Transactions has been uploaded on the website of the company.

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The provisions related to Corporate Social Responsibility are not applicable to theCompany.

14. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.Even through this non-production period the Company continues to ensure proper andadequate systems and procedures commensurate with its size and nature of its business.

15. AUDITORS

15.1 STATUTORYAUDITORS

M/sM. S. Goyal and Associates Chartered Accountants have been appointed as statutoryauditors of the company at the Annua) General Meeting held in 2014 for a period of threeyears'.

15.2 S ECRETARIAL AU DITO RS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnei) Rules 2014 the Board hasappointed Anil Somani & Associates Practicing Company Secretaries as a SecretarialAuditor of the Company for the financial year 2016-17. Secretarial Audit Report for theyear 2016-17 is annexed herewith as ''Annexure A".

16. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Joint venture company.

17. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

18. CORPORATE GOVERNANCE

Pursuant to SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 aseparate section titled Report on Corporate Governance has been included in this AnnualReport. Your Directors are pleased to report that as on 31March 2017 your Company isfuiiy compliant with the SEBI Guidelines on Corporate Governance.

A Certificate from the Auditors confirming compliance with the conditions of corporateGovernance is also annexed.

19. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuantto Section 134(5) of the Companies Act 2013 your Directors confirm that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed with no materia! departures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for the same period;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the Company that are adequate andare operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that these are adequate and are operating effectively;

20. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as required under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as"Annexure B".

21. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuantto the provisions of Section 92 read with Rule 12of the Companies (Management and administration) Rules 2014 is furnished in Annexure"C" and is attached to this Report.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no Contracts or Arrangements made with related parties by the Company underSection 188 of the Companies Act 2013 during the year under review.

23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act

2013 during the year under review

24. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:

The company has one Executive Director and due to financial constraints being faced bythe company he has forgone remuneration.

Further no sitting fees has been paid to any director during the year.

The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

The remuneration paid to ail Key management Personnel was in accordance withremuneration policy adopted by the company.

25. PERSONNEL

The directors wish to place on record their appreciation to the employees for theirnotable contributions to the Company and for the Co-operation extended to the managementin maintaining harmonious industrial relations at all the units.

26. ACKNOWLEDGEMENT

Your Directors wish to place on record 'their gratitude for the valuable guidance andsupport rendered by the Government of Maharashtra and various stakeholders such asshareholders customers and suppliers among others and society at large for their supportand cooperation and continuing commitment and dedication of the employees at all levelswhich has been critical for the Company's success. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company. TheDirectors look forward to their continued support in future.

27. CAUTIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and Analysiscontain certain statements relating to the future and therefore are forward looking withinthe meaning of applicable securities laws and regulations.

Various factors such as economic conditions changes in government regulations taxregime other statues market forces and other associated and incidental factors mayhowever lead to variation in actual results.

For and on behalf of the Board of Directors

Place: New Delhi Date :30th May 2017 Sd/~

Sanjay Chana Director DIN:00292013

Sd/-

Sanjay Kumar Kanoria Director DIN:00067203