|The Members |
|DR LALCHANDANI LABS LIMITED |
The Directors take pleasure in presenting the 03rd AnnualReport together with the Audited Financial Accounts for the year ended 31st March 2020.
1. Financial Performance:-
The financial performance of the Company for the Year ended 31st March2020 is as summarized below:-
|Particulars ||2019-2020 ||2018-2019 |
|Gross Turnover & Other Income ||61038720 ||52667458 |
|Profit before Interest Depreciation &Taxation ||12688544 ||12042054 |
|Less Interest ||1849827 ||1363094 |
|Profit/(Loss)before Depreciation & Taxation ||10838717 ||10678960 |
|Less Depreciation ||3838964 ||3488750 |
|Profit/(Loss) before tax ||6999753 ||7190210 |
|Less Provision for Taxation (Incl. Deferred Tax) ||2257318 ||1854768 |
|Net Profit/ (Loss) for the year ||4742435 ||5335442 |
|Balance Carried to Balance Sheet ||4742435 ||5335442 |
2. Performance Review:-
Your directors report that for the year under review your Company hasbeen able to achieve Turnover of Rs.610.38 Lakhs. The revenue from operations for the yearis Rs.610.38 lakhs.
3. Capital Structure:-
During the year under review there is no change in the Authorized andIssued Share Capital of the Company.
Your Directors do not recommend any dividend for the year 2019-2020 asunder review.
During the year under review your company has not accepted any depositsfrom the public and therefore no information is required to be furnished in respect ofoutstanding deposits.
6. Change in Nature of Business:-
There is no significant change made in the nature of the company duringthe financial year.
7. Transfer to Reserve:-
The Company has transferred current year's profit of Rs. 47.42 Lakhs tothe Reserve & Surplus and the same is in compliance with the applicable provisionsprescribed under the Companies Act 2013.
8. Details of Directors and Key Managerial Personnel:-
During the year under review following changes in Directors and KeyManagerial Personnel are mentioned below-
|- ||Mrs. Anchal Gupta has been appointed as a Chief Financial officer w.e.f. 01st November 2019. |
Mrs. Anchal Gupta (DIN-07873466) Director retire from board byrotation and being eligible has offered herself for re-appointment at the ensuing AnnualGeneral Meeting.
As on 31st March 2020 shareholding of directors in the company isgiven below-
|S.No. ||Name of Director ||Shares Held ||Holding (in %) |
|1 ||Dr Arjan Lalchandani ||2386851 ||55.08 |
|2 ||Mr. Mohit Lalchandani ||210807 ||4.86 |
|3 ||Mrs. Anchal Gupta ||36152 ||0.83 |
Brief composition of Board of Directors of the Company is annexed tothis report as Annexure - III.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are material changes and commitments affecting the financialposition of the company have occurred between the end of the financial year of the companyto which the financial statements relate and the date of this report as given below:
|- ||Mrs. Manica Gupta regularized as a Non-executive Director w.e.f. 30th September 2019. |
|- ||Mrs. Anchal Gupta has been appointed as a Chief Financial officer w.e.f. 01st November 2019. |
7. Directors' Responsibility Statement:-
Your Director state that:
|a) ||In the preparation of the annual accounts for the financial year 2019-2020 the applicable accounting standards read with requirements set out under Schedule III of the Companies Act 2013 have been followed and there are no material departures from the same; |
|b) ||Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2020 and of the Profit and loss of the Company for the accounting year ended on that date; |
|c) ||Proper & sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; and |
|d) ||The annual accounts of the Company have been prepared on a going concern basis. |
|e) ||The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. |
|f) ||The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. |
8. Statutory Auditors:-
M/s. Jain Agarwal & Company Chartered Accountants (FirmRegistration Number- 024866N) who are the Statutory Auditor of the Company hold officetill the Conclusion of the ensuing AGM to be held for the financial year ended 2023-2024.
9. Auditors' Report:-
The Notes on Financial statement referred to in the Auditors report areself explanatory and do not call for any further comments. The Auditors Report does notcontain any qualification reservation or adverse remark.
10. Subsidiary Company:-
Currently your company does not have any subsidiary.
11. Secretarial Auditors Report:-
As per the provisions of Section 204 of the Companies Act 2013 theBoard of Directors of the Company have appointed M/s. Heena Teneja & AssociatesPracticing Company Secretary firm (ACS 50084 & COP No.-21920) as Secretarial Auditorand Scrutinizer to conduct Secretarial audit and scrutiny of the Company for the financialyear ended on March 312020. Secretarial Audit Report issued by M/s. Heena Teneja &Associates Practicing Company Secretary firm inform MR-3 is enclosed as Annexure VI tothis Annual Report.
12. Tax Provisions:-
The Company has made adequate provisions as required under theprovisions of Income Tax Act 1961 as well as other relevant laws governing taxation onthe company.
13. Corporate Governance:-
Company is listed on BSE-SME. Hence Corporate Governance Report is notapplicable to the Company for financial year 2019-2020.
14. Conservation of energy technology absorption and foreign exchangeearnings and outgo:-
The particular as prescribed under sub-Section (3) (m) of section 134of the Companies Act 2013 read with Rule 8(3) the Companies (Accounts) Rules 2014
|(i) ||Part A and B of the Rules pertaining to conservation of energy and technology absorption are not applicable to the Company. |
|(ii) ||Foreign Exchange Earnings and Outgo: |
| ||Foreign Exchange Earned - NIL |
| ||Foreign Exchange Used - NIL |
15. Corporate Social Responsibility:-
The Company is not required to constitute a Corporate SocialResponsibility Committee as it does not fall within purview of Section 135(1) of theCompanies Act 2013 and hence it is not required to formulate policy on Corporate SocialResponsibility.
16. Particulars of employees:-
The information required under Section 197 of the Act and rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
|Name of the Director ||Designation ||Remuneration Paid in FY 2019- 2020 (In Rs.) ||% increase of remuneration in 2020 as compared to 2019 previous year ||Ratio /Times per Median of employee remuneration |
|Arjan Lalchandani ||Managing Director ||1170967 ||NA ||NA |
|Mohit Lalchandani ||Whole-time Director/ CEO ||1185161 ||NA ||NA |
|Anchal Gupta ||Executive Director/CFO ||600000 ||NA ||NA |
|Manica Gupta ||Non-Executive Director ||NIL ||NA ||NA |
|Prakash Jhuraney ||Independent Director ||NIL ||NA ||NA |
|Rajiv Handa ||Independent Director ||NIL ||NA ||NA |
|Swati Poddar ||Company Secretary ||300000 ||NA ||NA |
There is no employee who is drawing remuneration more than One Croreand Two Lakhs per annum more than Eight Lakhs and Fifty Thousand per month and more thanthe remuneration of Managing Director or Whole-time Director.
The Board confirms that the remunerations paid to the directors is asper the remuneration policy.
17. Number of Meetings of the Board of Directors:-
During the year ended March 31 2020 Fourteen (14) Board Meetings wereheld.
|Sr. No. ||Date on which Board Meetings were held |
|1 ||27th April 2019 |
|2 ||04th May 2019 |
|3 ||23rd May 2019 |
|4 ||30th May 2019 |
|5 ||01st July 2019 |
|6 ||16th July 2019 |
|7 ||24th July 2019 |
|8 ||14th August 2019 |
|9 ||24th August 2019 |
|10 ||04th September 2019 |
|11 ||09th October 2019 |
|12 ||01st November 2019 |
|13 ||11th November 2019 |
|14 ||09th March 2020 |
18.Statement on Declaration Given By Independent Directors UnderSub-Section (6) Of Section 149:-
The independent directors have provided their declaration as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-Section (6).
19.Particulars of Loan Guarantees and Investments by Company:-
During the financial year ended March 31 2020 no loan guarantee andinvestment under Section 186 of the Companies Act 2013 was made by the Company.
20.Related Party Transactions:-
During the year under review besides the transactions reported inNotes to Accounts and AOC-2 (Annexure -I) forming part of the Annual Report. Therewere no other related party transactions with its promoters directors directors andmanagement that had a potential conflict of interest of the Company at large.
21.Extract of Annual Return:-
The Extract of Annual Return is prepared in Form MGT-9 as per theprovisions of the Companies Act 2013 and Rule 12 of Companies (Management andAdministration) Rules 2014 and the same is enclosed as Annexure - II to thisReport.
WEB ADDRESS FOR ANNUAL RETURN: http://lalchandanipathlab.com
22.Significant and Material Orders Passed By the Regulators or Court:-
There are no Significant and Material orders passed by the regulatorsor Courts that would impact the going concern status of the Company and its futureoperations.
In accordance with the provisions of Section 177 of the Companies Act2013 the Company has constituted an Audit Committee comprising of the following Directorsviz. Mr. Prakash Jhuraney (Chairman) Mr. Mohit Lalchandani and Mr. Rajiv Handa. AuditCommittee acts in accordance with the terms of reference specified from time to time bythe Board.
There is no such incidence where Board has not accepted therecommendation of the Audit Committee during the year under review.
24.Nomination and Remuneration Committee:-
In accordance with the provisions of Section 178(1) of the CompaniesAct 2013 the Company has constituted a Nomination and Remuneration Committee comprisingof the following Directors viz. Mr. Rajiv Handa (Chairman) Mr. Prakash Jhuraney and Mrs.Anchal Gupta. Nomination and Remuneration Committee acts in accordance with the terms ofreference specified from time to time by the Board.
25.Stakeholders Relationship Committee:-
In accordance with the provisions of Section 178(5) of the CompaniesAct 2013 the Company has constituted a Stakeholders Relationship Committee comprising ofthe following Directors viz. Mr. Rajiv Handa (Chairman) Mr. Prakash Jhuraney and Mrs.Anchal Gupta. Stakeholders Relationship Committee acts in accordance with the terms ofreference specified from time to time by the Board.
26.Reporting Under the Provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition And Redressal) Act 2013:-
The company has in place a policy for prevention of sexual harassmentin accordance with the requirements of the Sexual Harassment of women at workplace(Prevention Prohibition & Redressal)Act 2013.
The Company has framed proper policy to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. As per Section 22 and 28 of the Sexual harassment of Womenat Workplace (prevention prohibition and redressal) Act 2013 the Internal ComplaintsCommittee (ICC) has been set up to redress complaints received regarding sexualharassment.
No Sexual harassment complaints have been received and disposed offduring the financial year 2019-2020.
27.Compliance with the Code of Conduct:-
The Board of Directors has laid down a Code of Conduct to be followedby the board members and all senior Managerial personnel of the company.
All Board Members and senior management Executives have affirmedcompliance with the code of conduct for the Financial Year 2019-2020. (Annexure - IV)
28.Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review ispresented in a separate section forming part of the Annual Report and is annexed herewithas Annexure - V.
29.Details in Respect of Adequacy of Internal Financial Controls withReference to the Financial Statement:-
Internal Control Systems has been designed to provide reasonableassurance that assets are safeguarded transactions are executed in accordance's withmanagement's authorization and properly recorded and accounting records are adequatefor preparation of financial statements and other financial information. Internal check isconducted on a periodical basis to ascertain the adequacy and effectiveness of internalcontrol systems.
Further the testing of such controls shall also be carried outindependently by the Statutory Auditors as mandated under the provisions of the CompaniesAct 2013.
In the opinion of the Board the existing internal control framework isadequate and commensurate to the size and nature of the business of the Company.
30.Risk Management Policy:-
The Company has established a well-defined process of risk managementwherein the identification analysis and assessment of the various risks measuring of theprobable impact of such risks formulation of risk mitigation strategy and implementationof the same takes place in a structured manner. Though the various risks associated withthe business cannot be eliminated completely all efforts are made to minimize the impactof such risks on the operations of the Company. The Company on various activities alsoputs necessary internal control systems in place across the board to ensure that businessoperations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources.
31.Nomination and Remuneration policy of Directors Key ManagerialPersonnel And other Employees:-
In adherence of Section 178(1) of the Companies Act 2013 the Board ofDirectors of the Company in its Meetings approved a policy on directors' appointmentand remuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided u/s 178(3) based on therecommendations of the Nomination and Remuneration Committee. The broad parameters coveredunder the Policy are Company Philosophy Guiding Principles Nomination of DirectorsRemuneration of Directors Nomination and Remuneration of the Key Managerial Personnel(other than Managing/ Whole-time Directors) Key-Executives and Senior Management and theRemuneration of Other Employees.
The Board wishes to place on record its sincere appreciation for theassistance and co-operation received from Bankers Government Departments and otherBusiness Associates for their continued support towards the conduct of operations of theCompany efficiently.
The Directors express their gratitude to the shareholders for theircontinuing confidence in the Company. The Directors also acknowledge the hard work andpersuasive efforts put in by the employees of the Company in carrying forwardCompany's vision and mission.
|On behalf of the Board of Directors |
|For Dr Lalchandani Labs Limited |
| ||Sd/- |
|Dr Arjan Lalchandani |
|Chairman and Managing Director |
|Place: New Delhi || |
|Date: 04th September 2020 || |