Your Directors have pleasure in presenting the 28th Annual Report together with theAudited Financial Statements and their Report thereon for the financial year ended 31stMarch 2016.
| || || || ||Amount in ( Rs ) |
|Particulars ||Consolidated ||Standalone |
| ||2015-16 ||2014-15 ||2015-16 ||2014-15 |
|Balance Brought Forward from the Last Year ||(24753200.34) ||(25086541.74) ||(25608352.52) ||(25393339.57) |
|Profit/(Loss) Before Depreciation and Taxation ||723462.52 ||1175078.62 ||591375.49 ||411507.27 |
| ||(24029737.82) ||(23911463.12) ||(25016977.03) ||(24981832.30) |
|Less: Depreciation ||(391148.00) ||(540944.00) ||(375760.00) ||(457082.00) |
|Less: Taxation ||- ||- ||- ||- |
|Add: Taxes relating to earlier year ||- ||89578.78 ||- ||89578.78 |
|Less: Adjustment on account of Schedule II ||- ||(390372.00) ||- ||(259017.00) |
|Profit / (Loss) ||(24420885.82) ||(24753200.34) ||(25392737.03) ||(25608352.52) |
During the period under review at consolidated level the company achieved revenue ofRs. 24467839.24 EBDITA Rs.723462.52 PBT of Rs. 332314.52 and PAT of Rs. 332314.52as against a revenue of Rs. 23838167.97 EBDITA Rs.1175078.62 PBT of Rs. 634134.62and PAT of Rs 723713.40 respectively in the previous year.
At standalone level the company achieved revenue of Rs. 14821362.35 EBDITARs.591375.49 PBT of Rs. 215615.49 and PAT of Rs. 215615.49 as against a revenue of Rs.15778989.21 EBDITA Rs. 411507.27 PBT of Rs. (45574.73) and PAT of Rs 44004.05respectively in the previous year.
At the Standalone level the sales of the Company have marginally decreased as comparedto previous year. The export sales were comparatively lower as compared to previous yearwhereas domestic sales have comparatively increased in this year being the equally focusedarea. And at the Consolidated level the sales of the Company has increased as compared tolast year as Company has equally focused on the business of both the subsidiarycompanies.
A detailed Management Discussion and Analysis Report forms part of this report isannexed as Annexure-1.
No dividend is recommended in view of the accumulated losses during the year apart frommeeting the contingent liabilities.
Quality Initiatives & Achievements:
The Company successfully achieved annual enterprise-wide ISO certification for ISO9001:2008 (Quality Management) for Software Development ERP Solution WebsiteDevelopment Medical Transcription & Search Engine Optimization.
No amount was transferred to the reserves during the financial year ended on 31stMarch 2016.
Your company have achieved good amount of business from domestic market in this year.The Company has also explored the U.K market recently to expand its share of business inthe overseas market. The Company has identified new avenues of software business i.eOracle and HRMS Services. Ecommerce business is picking up in India helping the company toget more software business from the domestic market. Oracle is another new area in whichthe company has entered since last year and is hopeful in completing the projectssuccessfully.
Here is a list of what your company plans for the coming years:
Your Company is looking forward to work in the areas of ERP Solutions DigitalMarketing and Mobile Apps development as there is huge potential in these areas.
Your Company is now focused on successfully completing and expanding OracleApplications business both in domestic as well as in overseas market.
Your Company has developed specific products for leather exports Dry flowersexports and LED lights industry.
Your Company is further developing more customized solutions using dot net &PHP as a cloud based solutions for various business verticals relating to manufacturingand trading sector.
Your Company is also approaching for the business to the public sectorenterprises for their business in oracle and other digital based projects.
Your Company is constantly striving for new fields of innovation improved performancewith a continued sense of commitment to a higher standard. There is a constant effort thatis being made for bringing in worthy and new projects. Your Company is committed to handlenew roles and responsibilities and is open to accept new challenges on a global basis byvirtue of its strengthened business model. In addition there are continuous efforts atimproving efficiency and delivering excellence in project execution.
The Company has two subsidiaries namely Lensel Web Services Pvt Ltd and Rituraj SharesBroking Pvt. Ltd. as on March 31 2016. The Company does not have any Associate or JointVenture Companies. There has been no material change in the nature of the business of thesubsidiaries.
Pursuant to the provision of Section 129(3) of Companies Act 2013 a statementcontaining salient features of the Financial Statements of the Companys subsidiariesin Form AOC-1 is attached to the Financial Statements of the Company as Annexure-2.
The audited financial statements of each of its subsidiary companies are available forinspection at the Companys registered office and also at registered offices of therespective companies.
The Company has adopted a policy for determining the criteria of material subsidiarieswhich can be viewed at the Companys website at the link: http://www.lnsel.com
Your Company has not accepted any Public Deposits during the year. Hence there is nooutstanding amount of principal or interest as on the date of Balance Sheet.
Particulars of loans guarantees and investments
There are no Loans Guarantees and Investments made under the provisions of Section 186of the Companies Act2013 during the year under review.
Related Party Transactions
There are no contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 save and except the carry forward balances appearing inthe notes to accounts.
Corporate Social Responsibility Initiatives
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company.
Directors Responsibility Statement
Pursuant to Section 134(3) (c) and 134 (5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures;
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and are operating effectively;
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively;
Your Director Mr. S.M. Gupta retires at the ensuing Annual General Meeting and beingeligible offers himself for reappointment. Additional information and brief profile asrequired under the SEBI Regulations for the Director seeking reappointment is annexed tothe Notice of AGM.
Board and Committee Meetings
Five meetings of the board were held during the year. For details of the meetings ofthe board and its Committees please refer to the Corporate Governance Report which formspart of this report.
Pursuant to the applicable provisions of the Companies Act 2013and SEBI ListingRegulations the Board has carried out an annual evaluation of its own performanceperformance of the directors and the working of its Committees on the evaluation criteriadefined by the Nomination and Remuneration Committee for performance evaluation process ofthe Board its Committee and Directors.
The Boards functioning was evaluated on various aspects including inter aliadegree of fulfillment of key responsibilities Board structure and compositionestablishment and delineation of responsibilities to various Committees effectiveness ofBoard processes information and functioning.
The Committees of the Board were assessed on the degree of fulfillment of keyresponsibilities adequacy of Committee Composition and effectiveness of Meetings. TheDirectors including the Chairman of the Board were evaluated on parameters such as levelof attendance engagements and contribution independence of judgment safeguarding theinterest of the Company and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the directors being evaluated. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors. TheDirectors expressed their satisfaction with the evaluation process.
Policy on Appointment of Director and Remuneration
The Nomination and Remuneration Committee identifies and ascertains the integrityqualification expertise skills knowledge and experience of the person for appointmentas Director and Key Managerial Personnel. The appointment of a Director as recommended bythe Nomination and Remuneration Committee requires approval of the Board.
The remuneration determined for Executive/ Independent Directors is subject to therecommendation of the Nomination and Remuneration Committee and approval of the Board ofDirectors. The Non-Executive Directors appointed on the Board are paid sitting fees forattending the Board and Board Committee meetings. No other remuneration or commission ispaid to the Non-Executive Directors.
The Board has on the recommendation of the Nomination & Remuneration Committeeadopted and framed a Remuneration Policy for the Directors Key Managerial Personnel andother employees pursuant to the provisions of the Companies Act 2013 and SEBI ListingRegulations. The said Remuneration Policy is annexed as Annexure-3 to this report.
Internal Financial control systems and their adequacy
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderJain Sonu & Associates Chartered Accountants were appointed as statutory auditors ofthe Company hold office till the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment. They have confirmed their eligibility to the effect thattheir re-appointment if made would be within the prescribed limits under the Act andthat they are not disqualified for re-appointment.
The Notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report doesnot contain any qualification reservation or adverse remark.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder the Company has appointed Mrs. Rasna Goyal a Practicing Company Secretary inPractice (CP No.- 9209) to undertake the Secretarial Audit of the Company for the yearended 31st March 2016 . The Secretarial Audit Report in this regard is annexedas Annexure-4. There are no qualifications or observations or remarks made by SecretarialAuditor in his report.
The Company has laid down procedures to inform Board members about the risk assessmentand minimization procedures which will be periodically reviewed by the Board.
Extract of Annual Return
Pursuant to Section 92(3) of the Companies Act 2013 read with Companies ( Managementand Administration) Rules 2014 an extract of the Annual Return in form MGT 9 is annexedherewith as Annexure-5.
Particulars of Employees and related disclosures
The information required under section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable as no remuneration has been paid to the directors except sitting fees.
Disclosure Under the Sexual Harrasment of Women at Work Place (Prevention Prohibitionand Redressal) Act 2013
The Company has always believed in a policy against sexual harassment which has alsofound its place in the governing Codes of Conduct and Ethics applicable to its employeeswhich includes a mechanism to redress such complaints. The Company has a zero toleranceapproach to any form of sexual harassment. During the year under reveiw there were nocomplaints of sexual harassment reported to the Company.
Vigil Mechanism/Whistle Blower Policy
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors employees and others who are associated with the Company to report theirconcerns about unethical behavior actual or suspected fraud or violation of theCompanys Code of Conduct. The Policy provides for adequate safeguards againstvictimization of Employees/ Directors who avail the mechanism. The Company affirms that noperson has been denied access to the Audit Committee in this respect. The said policy hasbeen uploaded on the website of the Company at http://www.lnsel.com
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
The Statement pursuant to section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of the Companys (Accounts) Rules 2014 is annexed as Annexure-6 to this report.
Declaration by Independent Directors
Shri Vikash Kamani Shri Sushil Kumar Gupta and Miss Leela Murjani are IndependentDirectors on the Board of your Company. The Company has received declarations from all theIndependent Directors of the Company confirming that they meet the criteria ofIndependence as provided under section 149(6) of the Companies Act 2013.
The Company continues to remain committed to high standards of corporate governance.The Company is in compliance with all the provisions of Corporate Governance as stipulatedin the Regulations under Chapter IV of SEBI Listing Regulations. The Corporate GovernanceReport and the Statutory Auditors Certificate regarding compliance of conditions ofCorporate Governance forms part of this report and annexed as Annexure-7.
Your Directors place on record their appreciation for the help and co-operationreceived by them from ICICI Bank Ltd. Allahabad Bank Indian Overseas Bank Union Bank ofIndia Indusind Bank Oriental Bank of Commerce State Government of West Bengal andDepartment of Electronics & Department of Telecommunication under Ministry ofInformation & Technology Government of India specially Software Technology Parks ofIndia WEBEL(West Bengal Electronics Industry Development Corporation Limited).
Your Directors also place on record their appreciation for the dedicated servicesrendered by the employees of your Company at all levels.
| ||For and on behalf of the Board |
|Place : Kolkata ||1. Ajay Agarwal |
|Dated : 23rd July 2016 ||2. Arpita Gupta |