Your Directors have pleasure in presenting their 23rd Annual Report together with theaudited accounts of the Company for the year ended 31st March 2017.
|Financial Highlights || ||(H ( H in Lakhs) |
| ||2016 17 ||2015 16 |
|Sales & Other Operational Income ||36091.11 ||34414.43 |
|Other Income ||37.76 ||73.84 |
|Profit before depreciation interest and taxation ||3389.80 ||3213.08 |
|Finance Cost ||216.66 ||153.04 |
|Depreciation ||792.83 ||596.36 |
|Profit before Tax ||2380.31 ||2463.68 |
|Provision for Taxation - Current ||543.00 ||541.00 |
|- Deferred ||120.37 ||90.68 |
|Profit after Tax ||1716.94 ||1832.00 |
|Add: Credit Balance of the previous year ||480.08 ||381.96 |
|Amount available for Appropriation ||2197.02 ||2213.96 |
|Transfer to General Reserve ||1200.00 ||1200.00 |
|Proposed Dividend ||443.58 ||443.58 |
|Corporate Tax on Dividend ||90.30 ||90.30 |
|Balance carried to Balance Sheet ||463.14 ||480.08 |
Your Directors recommend a Dividend of H3/- per equity share (previous year H3/- perequity share) for the year ended 31st March 2017.
Sales & Net Profit: During the year under review the Company's Sales (incl.Other Operational Income) increased by 4.9% to H36091.11 Lakhs as compared to H34414.43Lakhs during the preceding year. The Profit after Tax during the year was H1716.94 Lakhsas compared to H1832 Lakhs in the previous year a drop of about 6.3%. The steep declinein the corporate / institutional sale post demonetization pulled down the revenue growthof the Company which together with increase in polymer prices and strengthening of theIndian rupee affected the profitability of the Company. Working Capital: Theyear-end debtors are 40 days of the sales for the year as compared to 51 days in theprevious year. The inventory holding is for 79 days' sales as compared to 82 days in theprevious year. A full analysis and discussion on the performance of the Company as wellbusiness outlook is included in this Annual Report under the heading ManagementDiscussion and Analysis' as Annexure to this Report.
New Facility at Umbergaon Gujarat
The Company inaugurated its new manufacturing facility at Umbergaon Gujarat on 1st
May 2017. The commercial production from this facility is expected to start aftersuccessful trial run.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Directors hereby confirmthat:-(a) in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures; (b) thedirectors had 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 profitand loss of the company for that period; (c) the directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; (d) the directors had prepared the annual accounts on agoing concern basis; (e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and (f) the directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.
The Company had complied with the requirements of Corporate Governance in terms of SEBI(Listing Obligations and
Disclosure Requirements) Regulations 2015. A separate report each on CorporateGovernance (Annexure-B along with Auditors' Certificate on its due compliance) andManagement Discussion and Analysis is attached to this report.
The equity shares of the Company are listed on BSE Limited (BSE) The Calcutta StockExchange Limited (CSE) and National Stock Exchange of India Limited (NSE).
Directors and Key Managerial Personnel
In accordance with the Articles of Association of the Company Shri Deepak JalanManaging Director of the Company retire by rotation at the ensuing Annual General Meetingand being eligible offer himself for re-appointment.
The following persons were appointed as Key Managerial Personnel of the Company inCompliance with provisions of section 203 of the Companies Act 2013: Shri Deepak Jalan -Managing Director Shri Aloke Jalan - Whole Time Director Shri N. K. Dujari - ChiefFinancial Officer & Company Secretary
Conservation of Energy Technology Absorption and Foreign Exchange Earnings & Outgo
A statement pursuant to section 134 of the Companies Act 2013 giving details ofmeasures taken towards conservation of energy technology absorption foreign exchangeearnings and outgo in accordance with the Companies (Accounts) Rules 2014 is annexed asAnnexure - C.
Particulars of Employees and related disclosures
Disclosure as required Section 197(12) of the Companies Act 2013 read with Rule 5(1)5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed as Annexure D.
Policy on Directors' Appointment and Remuneration
Policy on Directors' Appointment is to follow the criteria as laid down under theCompanies Act 2013 and the Listing Regulations 2015 and good corporate practices.Emphasis is given to persons from diverse fields or professions. Policy on Remuneration -Guiding Policy on remuneration of Directors Key Managerial Personnel and employees of theCompany is
Remuneration to unionised workmen is based on the periodical settlement with theworkmen union.
Remuneration to Key Managerial
Personnel Senior Executives
Managers Staff and Workmen (non Unionised) is industry driven in which it is operatingtaking into account the performance leverage and factors such as to attract and retainquality talent.
For Directors it is based on the shareholders resolutions provisions of the CompaniesAct 2013 and Rules framed therein circulars and guidelines issued by Central Governmentand other authorities from time to time.
Declaration by Independent Directors
Pursuant to Section 149(6) of the Companies Act 2013 Independent Directors of theCompany have made a declaration confirming the compliance of the conditions of theindependence stipulated in the aforesaid section.
Related Party Transactions
All related party transactions that were entered into during the year under report wereon an arm's length basis and in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company during the year. Thusprovisions of sections 134(3)(h) and 188(1) of the Companies Act 2013 are not applicableand therefore Form No. AOC-2 has not been attached. Related
Party Transactions Policy is available on weblink http://www.lincpen.com
The Company has a structured risk management policy. The Risk management process isdesigned to safeguard the organisation from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business. The potential risks are inventorised and integrated with themanagement process such that they receive the necessary consideration during decisionmaking. It is dealt with in greater details in the management discussion and analysissection.
Annual Evaluation by Board
The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual directors. The result of the evaluation issatisfactory and adequate and meets the requirement of the Company.
Whistle Blower Mechanism
Your Company has put in place Whistle Blower Mechanism. The detailed mechanism is givenin Corporate Governance Report forming part of this report.
Extract of Annual Return
Extract of Annual Return is annexed as Annexure E.
Meeting of the Board of Directors
Five (5) meeting of the Board of Directors including a meeting of independentDirectors without the attendance of the Non-Independent Directors and members ofmanagement were held during the year. The details of the same are provided in theCorporate Governance Report.
M/s Singhi & Co. (FRN: 302049E)
Chartered Accountants are proposed to be appointed as the Statutory Auditors in placeof M/s G. P. Agrawal & Co. whose terms ends at the conclusion of the forthcomingAnnual General Meeting of the Company.
M/s Singhi & Co. will hold office as the Statutory Auditor of the Company for aperiod of 5 years commencing from the conclusion of the 23rd Annual General Meeting tillthe conclusion of the 28th Annual General Meeting of the Company. In terms of theprovisions of section 139 of the Companies Act 2013 such appointment is subject toratification by members at every Annual General Meeting. M/s Singhi & Co. hasconfirmed their eligibility to act as the Auditor of your Company.
The Company had appointed M/s D. C. Sahoo & Co. Practising Company Secretaries asthe Secretarial Auditor of the Company for the financial year 2016-17. The report of theSecretarial Auditor is annexed as Annexure F. The report does not contain anyqualification.
Internal Finance Control
The Company has put in place adequate system of internal finance controls commensuratewith its size and nature of its operations. During the year no material weakness in itsoperating effectiveness was observed.
Corporate Social Responsibility
With the enactment of the Companies Act 2013 and the Companies (Corporate SocialResponsibility) Rules 2014 read with various clarifications issued by Ministry ofCorporate Affairs the Company has undertaken activities as per the CSR Policy and thedetails are contained in the Annual Report on CSR activities given in Annexure - G formingpart of this report.
The amount required to be spent on CSR activities during the year under review inaccordance with the provisions of Section 135 of the Companies Act 2013 is H38.38 Lakhsand the company has spent H22.83 Lakhs during the current financial year. The spending wasless as the Company wanted to utilize the funds in justifiable sustainable and measurableactivities. The shortfall in the spend during the year under review is intended to beutilized in future on projects within the Company's CSR Policy. Further as a responsiblecorporate citizen the Company had been involved in CSR activities since its inception.Some of these activities will not fall under 2% CSR spend as per Schedule VII read withSection 135 of the Companies Act 2013.
Prevention of Sexual Harassment at workplace
The Company has in place a Policy against Sexual Harassment of Women at Workplace inline with the requirement of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. Internal Complain Committee (ICC) has been setup toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary and trainees) are covered under this policy. No complaints werereceived by the Committee during the year under review.
Your Directors express their appreciation to all the employees for their valuablecontribution. Your directors also wish to express their gratitude for the continuedco-operation support and assistance provided by all the valued Channel PartnersDistributors Suppliers Bankers Shareholders the Central and State Governments.
Place : Kolkata
Dated : 30th May 2017
|For and on behalf of the Board |
|Aloke Jalan |
|Whole Time Director |