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LCC Infotech Ltd.

BSE: 532019 Sector: IT
NSE: LCCINFOTEC ISIN Code: INE938A01021
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LCC Infotech Ltd. (LCCINFOTEC) - Director Report

Company director report

To the Members OF LCC INFOTECH LIMITED

Your Board of directors is pleased to present 30th Annual Report of the Company andAudited Financial Result for the Financial Year ended on 31st March 2016 along withManagement Discussion & Analysis Report in terms of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulation 2015 ("the ListingRegulations").

1. Financial Results:

The performance of your Company for the financial year ended March 31 2016 issummarized below:

Amount in Lakhs(Rs.)
2015-16 2014-15
Profit/(Loss) before depreciation and Tax Expenses (A) 1.32 (0.21)
Less- Depreciation and amortization Expenses (B) (13.95) 11.72
Profit/(Loss) before Tax (A-B) (12.63) (11.93)
Less-Tax Expenses for the year (C)
Less- Deferred tax expenses for the year (D)
Profit/(Loss) after Taxation (A-B)-(C)-(D) (I) (12.63) (11.93)
Less-Transfer to reserve (E) ——
Add-Amount Brought Forward (II) (607.67) (595.74)
Total (I-II) (620.30) (607.67)
Less- Deferred Tax (F)
Balance carried forward to Balance Sheet (I-II)-(F) (620.30) (607.67)

2. Dividend:

In view of strengthening the financial position of the Company Board of Directors ofyour company expresses their inability to recommend and declare dividend for the currentfinancial year.

3. Share Capital:

The paid up Equity Share Capital was Rs.2531.87 lakh at the end of financial year on31.03.2016. The company has not issued fresh shares or any convertible instruments duringthe year under review.

4. Brief Description of the State of Company’s Affairs:

Your Company engaged in imparting computer (Hardware and software) training and SkillDevelopment training. In the last few years LCC has improved its franchise model as into aCareer Education platform which can be leveraged to deploy additional new brands productsin the Career Education space. As we all aware of the vast digitalization in current eraLCC has slowly started to increase its digital footprint to cater the digital need incurrent competitive IT industry. Further as Skill Development Training (SDT) has becomeprime focus for employability and to provide suitable employment opportunity to the youth.The Government of India has been constantly taking diverse initiative through variousState Governments to achieve this prime objective. To achieve this Govt. initiative yourcompany has making tie-ups and association with Govt. directly and it’s variousagencies. Uttar Pradesh Skill Development Mission (UPSDM) Skill Development Programmeunder National Urban Livelihood Mission (NULM)- Jharkhand NULM-DAY Skill Development ofBihar Urban Development Agency (BUDA) etc. are some prime projects where company arecurrent engaged to attain the Govt. objectives. LCC will continue to focus on resultdriven business through its available exiting resources and plan to infuse more and morecapital to implementation and execution of new project. The Company expects better resultsin near future in anticipation of the policy reforms combined with the dedication of thehighly motivated team with excellent understanding of the operations.

5. Management Discussion and Analysis

A separate report on the Management Discussion and Analysis is attached as a part ofthe Annual Report.

6. Corporate Social Responsibility

The provisions of Companies Act 2013 regarding Corporate Social Responsibility are notattracted to the company as its not falling under category described under section 135 ofCompanies Act 2013.

7. Business Risk Management

Your Company has a healthy Business Risk Management structure to identify evaluatebusiness risks and opportunities. This structure seeks to create transparency minimizeadverse impact on the business objectives and enhance the Company’s competitiveadvantage. The business risk framework defines the risk management approach across theenterprise at various levels including documentation and reporting.

8. Change in the nature of business if any

There is no change in the nature of the business of the Company.

9. Internal Control System and Their Adequacy

The Company has an Internal Control System Commensurate with the size of itsoperation. Internal Control System comprising of Policies and procedure are designed toensure sound management of your company’s operation safekeeping of its assetsoptimal utilization of resources reliability of its financial information and compliance.

10. Vigil Mechanism/ Whistle Blower Policy

Your Company has a vigil mechanism policy for directors and employee to reportinstances and concerns about unethical behavior actual or suspected fraud or violation ofcompany code of conduct. The vigil mechanism is available on your company website viz.www.lccinfotech.co.in.

11. Subsidiary Company

Your company has only one Indian subsidiary named eLCC Info-Com Limited. Your parentcompany is holding 99.98% control over the subsidiary company. Your company is engaged inthe business of computer training computer education training in English etc. Pursuantto first provisions of section 129 (3) read with rule 5 of Companies (Accounts) Rules2014) Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures is enclosed herein report as"Annexure- III".

12. DirectorsKey Managerial Personnel and Committees Director

Mr. Pratik Lakhotia (DIN: 00057015) was reappointed as Whole Time Director for theperiod of 5 years w.e.f. 01.01.2016. He has also been designated as Chief FinancialOfficer of the company.

Key Managerial Personnel

The following four persons were formally appointed as Key Managerial Personnel of theCompany in compliance with the provisions of Section 203 of the Companies Act 2013: a)Mrs. Kirti Lakhotia Managing Director b) Mr. Sidharth Lakhotia Director & CEO c) Mr.Pratik Lakhotia Chief Financial Officer (CFO) d) Mr. P. N. Rouchoudhury CompanySecretary

13. Meeting

The Board of Director of your company met seven times during the year to deliberate thevarious matters. The meetings were held on 28.05.2016 11.08.2015 17.09.2015 13.11.201531.12.2015 12.02.2016 and 30.03.2016. Further details on the Board of directors areprovided in the Corporate Governance Report forming part of this Report.

14. Independent Directors Statement

Independent Directors on your Company’s Board have submitted declarations ofindependence to the effect that they meet the criteria of independence as provided inSection 149(6) of the Act and SEBI (LODR) regulations 2015.

15. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination and Remuneration and ComplianceCommittees. A structured questionnaire was prepared after taking into consideration inputsreceived from the Directors covering various aspects of the Board’s functioning suchas adequacy of the composition of the Board and its Committees Board culture executionand performance of specific duties obligations and governance.

16. Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

17. Material Changes and Commitment if any Affecting the Financial Position of theCompany Occured between the Ends of the Financial year to which this Financial StatementsRelate and the Date of the report

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year and the date of this report.

18. Audit Committee

The committee comprise of Three directors all being independent Directors. The detailsare as under: i) Mr. G.K.Gupta - Chairman - Non Executive and Independent director ii) Mr.Kamaljit Singh - Member - Non Executive and Independent director iii) Mr. Praveen jain -Member - Non Executive and Independent director

19. Nomination and Remuneration Committee

The committee consists of three directors all being independent directors. The detailsare as under: i) Mr. G.K.Gupta - Chairman - Non Executive and Independent director ii) Mr.Kamaljit Singh - Member - Non Executive and Independent director iii) Mr. Praveen jain -Member - Non Executive and Independent director

20. Directors’ Responsibility Statement

The audited accounts for the year under review are in conformity with the requirementsof the Act and the Accounting Standards.

Your Directors confirm that: a) in the preparation of the annual financial statementsfor the year ended March 31 2016 the applicable accounting standards have been followedalong with proper explanation relating to material departures if any; b) the accountingpolicies as mentioned in Notes to the Financial Statements have been selected and appliedconsistently and judgment and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at March 312016 and of the profit of the Company for the year ended on that date; c) proper andsufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d) the AnnualAccounts of your Company have been prepared on a going concern basis; e) your Company haslaid down internal financial controls and that such internal financial controls areadequate and were operating effectively f) your Company has devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively

21. Related Party Transactions

During the financial year your Company entered into related party transactions whichwere on an arm’s length basis and in the ordinary course of business. There were nomaterial transactions with any related party as defined under Section 188 of the Act readwith the Companies (Meetings of Board and its Powers) Rules 2014. All related partytransactions were approved by the Audit Committee of your Company. The policy on RelatedParty Transactions as approved by the Board has been hosted on website of company viz.www.lccinfotech.co.in. The details of transaction annexed as Annexure IV.

22. Statutory Auditors

M/s Budhiya & Co (Firm registration No: 320163E) were appointed as a StatutoryAuditors of the Company at the last Annual General Meeting of the Company held on28.09.2015 subject to ratification of their re-appointment at every Annual GeneralMeeting. The Company has received a certificate from the above Auditors to the effect thatif their appointment is ratified it would be in accordance with the provisions of theCompanies Act 2013. The auditor report does not contain any observation.

23. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Rakesh Kumar Gupta Practicing Company Secretaries with CP No. 15143 andMembership No-32018 as Secretarial Auditors of the Company to undertake the secretarialaudit of the company for the financial Year 2015-16. The Secretarial Audit Report isannexed herewith as ‘Annexure -I’. The auditor report does not containany observation.

24. Internal Auditors

Mr. Jhumur Kumar Mukhopadhyay (Membership- 055993) Chartered Accountants performs theduties of internal auditors of the company and their report is reviewed by the auditcommittee from time to time.

25. Corporate Governance

During the year under review your Company was in compliance with the provisionsrelating to corporate governance as provided under the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ("theListing Regulations"). The compliance report is provided in the Corporate Governancesection of this Annual Report. The auditor’s certificate on compliance with theconditions of corporate governance of the Listing attached herewith in the Annual Reportas Annexure-VI.

26. Extract of Annual Return

In terms of the provisions of Section 92(3) of the Act read with the Companies(Management and Administration) Rules 2014 an extract of the Annual Return of yourCompany for the financial year ended 31st March 2016 is given in Annexure II tothis report.

27. Loans guarantees and investments

The Company has not given any guarantee for loans taken by others from bank orfinancial institutions. The loans and advances made by the Company are detailed in Note ofthe Annual financial statements.

28. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

There are no activities relating to conservation of energy and technology absorptionand also there were no foreign exchange earnings or outgo.

29. Disclosure on Managerial Remuneration & Particulars of Employees

Details of Remuneration as required under Section 197(12) read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

Annexure-V.

30. Consolidated Financial Statements

Your Directors have pleasure in attaching the Consolidated Financial Statement pursuantto section 129(3) of the Companies Act 2013 and SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 and the same have been prepared in accordancewith the Accounting Standards prescribed by the Institute of Chartered Accountants ofIndia in this regard.

31. Other Disclosures

~ Your Company has not issued any shares with differential voting.

~ There was no revision in the financial statements.

~ Your Company did not issue any sweat equity shares.

~ During the year your Company did not receive any complaints under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

32. Cautionary Statement

The statements contained in the Board’s Report and Management Discussion andAnalysis contain certain statements relating to the future and therefore are forwardlooking within the meaning of applicable securities laws and regulations. Actual resultsperformance or achievements may differ materially from those expressed in the statement.Important factors that could influence the Company’s operations high competition inIT industries relating to software training and development.

33. Acknowledgement

Your Directors express their deep sense of gratitude to the banks financialinstitutions stakeholders business associates Central and State Governments for theirco-operation and support and look forward to their continued support in future. We thankour employees for their contribution to your Company’s performance. We applaud themfor their superior competence dedication and commitment.

For and on behalf of board
Kirti Lakhotia Sidharth Lakhotia
Managing Director Director