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Dr Lalchandani Labs Ltd.

BSE: 541299 Sector: Health care
NSE: N.A. ISIN Code: INE871Z01013
BSE 00:00 | 10 Jul 10.30 0.20
(1.98%)
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NSE 05:30 | 01 Jan Dr Lalchandani Labs Ltd
OPEN 10.30
PREVIOUS CLOSE 10.10
VOLUME 4000
52-Week high 21.75
52-Week low 6.75
P/E 8.37
Mkt Cap.(Rs cr) 4
Buy Price 10.00
Buy Qty 4000.00
Sell Price 10.80
Sell Qty 4000.00
OPEN 10.30
CLOSE 10.10
VOLUME 4000
52-Week high 21.75
52-Week low 6.75
P/E 8.37
Mkt Cap.(Rs cr) 4
Buy Price 10.00
Buy Qty 4000.00
Sell Price 10.80
Sell Qty 4000.00

Dr Lalchandani Labs Ltd. (DRLALCHANDLAB) - Director Report

Company director report

To

The Members

DR LALCHANDANI LABS LIMITED

The Directors take pleasure in presenting the 02nd Annual Report togetherwith the Audited Financial Accounts for the year ended 31st March 2019.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March 2019 is assummarized below:-

Particulars 2018-2019 2017-2018
Gross Turnover 52609938 27863525
Profit before Interest Depreciation &Taxation 12041784 6447006
Less-Interest 1363094 1593016
Profit/(Loss)before Depreciation & Taxation 10678960 4853990
Less-Depreciation 3488750 1307888
Profit/(Loss) before tax 7189940 3546102
Less-Provision for Taxation (Incl. Deferred Tax) 1854498 921987
Net Profit/ (Loss) for the year 5335442 2624115
Balance Carried to Balance Sheet 5335442 2624115

2. Performance Review:-

Your directors report that for the year under review your Company has been able toachieve Turnover of Rs. 52667188. The revenue from operations for the year is Rs.52609938.

3. Capital Structure:-

During the year under review there is no change in the Authorized Share Capital of theCompany.

The Paid up Equity Share Capital of the Company as on March 31 2018 is Rs. 29330680(Rupees Two Crore Ninety Three Lakhs Thirty Thousand and Eighty) divided into 2933068(Twenty Nine Lakhs Thirty Three Thousand and Sixty Eight) Equity Shares of Rs.10/-(ten) each.

Note- Company also raised money from public through IPO by issue and allotment of1400000 equity shares thereby increasing its paid up equity share capital to Rs.43330680 at the end of the Year under review& got its securities listed on BSE SMEPlatform.

Currently the Paid up Equity Share Capital of the Company as on March 31 2019 is Rs.43330680 (Rupees Two Crore Ninety Three Lakhs Thirty Thousand and Eighty) divided into43 33068 (Twenty Nine Lakhs Thirty Three Thousand and Sixty Eight) Equity Shares of Rs.10/- (ten) each.

4. Dividend:-

Your Directors do not recommend any dividend for the year 2018-19 as under review.

5. Deposit:-

During the year under review your company has not accepted any deposits from the publicand therefore no information is required to be furnished in respect of outstandingdeposits.

6. Change in Nature of Business:-

There is no significant change made in the nature of the company during the financialyear.

7. Transfer to Reserve:-

The Company has transferred current year's profit of Rs. 5335442 to the Reserve &Surplus and the same is in compliance with the applicable provisions prescribed under theCompanies Act 2013.

8. Details of Directors and Key Managerial Personnel:-

During the year under review following changes in Directors and Key ManagerialPersonnel are mentioned below- Mr. Jagmohan Gupta has resigned as an Independent Directorw.e.f. 18th August 2018.

- Mr. Mohit Lalchandani was also designated as Chief Executive Officer (CEO) w.e.f. 02ndNovember 2018.

- Mr. Prakash Jhuraney was designated as an Independent Director w.e.f. 02ndNovember 2018.

- Mrs. Tanvi Malhotra has resigned as a Company Secretary w.e.f. 01stDecember 2018.

Mrs. Anchal Gupta (DIN-07873466) Director retire from board by rotation and beingeligible has offered herself for re-appointment at the ensuing Annual General Meeting.

*As on 31st March 2019 shareholding of directors in the company is given 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 to this report asAnnexure - III.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

There are material changes and commitments affecting the financial position of thecompany have occurred between the end of the financial year of the company to which thefinancial statements relate and the date of this report as given below:

- Mrs. Manica Gupta Appointed as an Additional Director w.e.f. 27th April2019.

- Mrs. Anchal Gupta has been made Executive Director from Non-Executive Director w.e.f.27th April 2019.

- Mr. Himanshu Mishra has resigned as a Chief Financial Officer w.e.f. 04thMay 2019.

- Miss Swati Poddar has appointed as Company Secretary w.e.f. 23rd May2019.

7. Directors' Responsibility Statement:-

Your Director state that:

a) In the preparation of the annual accounts for the financial year 2018-19 theapplicable accounting standards read with requirements set out under Schedule III of theCompanies Act 2013 have been followed and there are no material departures from thesame;

b) Appropriate accounting policies have been selected and applied consistently and suchjudgments & estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as on 31st March 2019 and ofthe 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 adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing & detecting fraud and otherirregularities; 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 ofall applicable laws and that such systems were adequate and operating effectively.

f) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

8. Statutory Auditors:-

M/ s. Jain Agarwal & Company Chartered Accountants (Firm Registration Number-024866N) who are the Statutory Auditor of the Company hold office till the Conclusion ofthe ensuing AGM to be held for the financial year ended 2020 and are eligible forre-appointment. They have confirmed their eligibility to the effect that theirre-appointment if made would be within the prescribed limits under the Companies Act2013 and that they are not disqualified for re-appointment.

9. Auditors' Report:-

The Notes on Financial statement referred to in the Auditors report are self -explanatory and do not call for any further comments. The Auditors Report does not containany 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 the Board of Directorsof the Company have appointed M/ s. Vikram Grover & Company Practicing CompanySecretary firm (ACS 53519 & COP No.-21638) as Secretarial Auditor and Scrutinizer toconduct Secretarial audit and scrutiny of the Company for the financial year ended onMarch 312019.Secretarial Audit Report issued by M/ s. Vikram Grover & CompanyPracticing Company Secretary firm inform MR-3 is enclosed as Annexure -VI to this AnnualReport.

12. Tax Provisions:-

The Company has made adequate provisions as required under the provisions of Income TaxAct 1961 as well as other relevant laws governing taxation on the company.

13. Corporate Governance:-

Company is listed on BSE-SME. Hence Corporate Governance Report is not applicable tothe Company for financial year 2018-2019.

14. Conservation of energy technology absorption and foreign exchange earnings andoutgo:-

The particular as prescribed under sub-Section (3) (m) of section 134 of the CompaniesAct 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 technologyabsorption 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 Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on Corporate Social Responsibility.

16. Particulars of employees:-

The information required under Section 197 of the Act and rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given below:

Name of the Director Designation Remuneration Paid in FY 201819 (In Rs.) % increase of remuneration in 2019as compared to 2018 previous year Ratio /Times per Median of employee remuneration
Arjan Lalchandani Managing Director 1272000 NA NA
Mohit Lalchandani Whole-time Director/ CEO 1132000 NA NA
Anchal Gupta Non-Executive Director NIL NA NA
Jagmohan Gupta Independent Director NIL NA NA
Rajiv Handa Independent Director NIL NA NA
Himanshu Mishra Chief Financial Officer 300000 NA NA
Tanvi Malhotra Company Secretary 166600 NA NA

There is no employee who is drawing remuneration more than One Crore and Two Lakhs perannum more than Eight Lakhs and Fifty Thousand per month and more than the remunerationof Managing Director or Whole-time Director.

The Board confirms that the remunerations paid to the directors is as per theremuneration policy.

17. Number of Meetings of the Board of Directors:-

During the year ended March 31 2019 Eight (8) Board Meetings were held.

Sr. No. Date on which Board Meetings were held
1 11th April 2018
2 30th May 2018
3 11th June 2018
4 18th August 2018
5 04th September 2018
6 14th November 2018
7 29th November 2018
8 28th February 2019

18. Statement on Declaration Given By Independent Directors Under Sub-Section (6) OfSection 149:-

The independent directors have provided their declaration as required pursuant toSection 149(7)of the Companies Act 2013 stating that they meet the criteria ofindependence as provided in sub-Section (6).

19. Particulars of Loan Guarantees and Investments by Company:-

During the financial year ended March 31 2019 no loan guarantee and investment underSection 186 of the Companies Act 2013 was made by the Company.

20. Related Party Transactions:-

During the year under review besides the transactions reported in Notes to Accountsand AOC-2 (Annexure -I) forming part of the Annual Report. There were no other relatedparty transactions with its promoters directors directors and management that had apotential 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 the provisions of theCompanies Act 2013 and Rule 12 of Companies (Management and Administration) Rules 2014and the same is enclosed as Annexure - II to this Report.

22. Significant and Material Orders Passed By the Regulators or Court:-

There are no Significant and Material orders passed by the regulators or Courts thatwould impact the going concern status of the Company and its future operations.

23. Audit Committee:-

In accordance with the provisions of Section 177 of the Companies Act 2013 the Companyhas constituted an Audit Committee comprising of the following Directors viz. Mr. RajivHanda (Chairman) Mr. Mohit Lalchandani and Mr. Prakash Jhuraney. Audit Committee acts inaccordance with the terms of reference specified from time to time by the Board.

There is no such incidence where Board has not accepted the recommendation of the AuditCommittee during the year under review.

Note: There is a re-constitution of the Audit Committee with the effect from dated 27thApril 2019.

1 Mr. Prakash Jhuraney - Chairman Independent Director
2 Mr. Rajiv Handa - Member Independent Director
3 Mr. Mohit Lalchandani - Member Whole Time Director

24. Nomination and Remuneration Committee:-

In accordance with the provisions of Section 178(1) of the Companies Act 2013 theCompany has constituted a Nomination and Remuneration Committee comprising of thefollowing Directors viz. Mr. Rajiv Handa (Chairman) Mr. Prakash Jhuraney and Mrs. AnchalGupta. Nomination and Remuneration Committee acts in accordance with the terms ofreference specified from time to time by the Board.

Note: There is a re-constitution of the Nomination and Remuneration Committee with theeffect from dated 27th April 2019.

1 Mr. Rajiv Handa - Chairman Independent Director
2 Mr. Prakash Jhuraney - Member Independent Director
3 Mr. Manica Gupta - Member Additional Director

25. Stakeholders Relationship Committee:-

In accordance with the provisions of Section 178(5) of the Companies Act 2013 theCompany has constituted a Stakeholders Relationship Committee comprising of the followingDirectors viz. Mr. Rajiv Handa (Chairman) Mr. Prakash Jhuraney and Mrs. Anchal Gupta.Stakeholders Relationship Committee acts in accordance with the terms of referencespecified from time to time by the Board.

Note: There is a re-constitution of the Nomination and Remuneration Committee with theeffect from dated 27th April 2019.

1 Mr. Rajiv Handa - Chairman Independent Director
2 Mr. Prakash Jhuraney - Member Independent Director
3 Mr. Manica Gupta - Member Additional Director

26. Reporting Under the Provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition And Redressal) Act 2013:-

The company has in place a policy for prevention of sexual harassment in accordancewith the requirements of the Sexual Harassment of women at workplace (PreventionProhibition & Redressal)Act 2013.

The Company has framed proper policy to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy. As per Section 22 and 28 of the Sexual harassment of Women at Workplace(prevention prohibition and redressal) Act 2013 the Internal Complaints Committee (ICC)has been set up to redress complaints received regarding sexual harassment.

No Sexual harassment complaints have been received and disposed off during thefinancial year 2018-19.

27. Compliance with the Code of Conduct:-

The Board of Directors has laid down a Code of Conduct to be followed by the boardmembers and all senior Managerial personnel of the company.

All Board Members and senior management Executives have affirmed compliance with thecode of conduct for the Financial Year 2018-2019. (Annexure - IV)

28. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review is presented in aseparate section forming part of the Annual Report and is annexed herewith as Annexure -V.

29. Details in Respect of Adequacy of Internal Financial Controls with Reference to theFinancial Statement:-

Internal Control Systems has been designed to provide reasonable assurance that assetsare safeguarded transactions are executed in accordance's with management's authorizationand properly recorded and accounting records are adequate for preparation of financialstatements and other financial information. Internal check is conducted on a periodicalbasis to ascertain the adequacy and effectiveness of internal control systems.

Further the testing of such controls shall also be carried out independently by theStatutory Auditors as mandated under the provisions of the Companies Act 2013.

In the opinion of the Board the existing internal control framework is adequate andcommensurate 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 management wherein theidentification analysis and assessment of the various risks measuring of the probableimpact of such risks formulation of risk mitigation strategy and implementation of thesame takes place in a structured manner. Though the various risks associated with thebusiness cannot be eliminated completely all efforts are made to minimize the impact ofsuch risks on the operations of the Company. The Company on various activities also putsnecessary 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 Managerial Personnel And otherEmployees:-

In adherence of Section 178(1) of the Companies Act 2013 the Board of Directors ofthe Company in its Meetings approved a policy on directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters provided u/s 178(3) based on the recommendations of theNomination and Remuneration Committee. The broad parameters covered under the Policy are -Company Philosophy Guiding Principles Nomination of Directors Remuneration ofDirectors Nomination and Remuneration of the Key Managerial Personnel (other thanManaging/ Whole-time Directors) Key-Executives and Senior Management and the Remunerationof Other Employees.

32. Acknowledgement:-

The Board wishes to place on record its sincere appreciation for the assistance andco-operation received from Bankers Government Departments and other Business Associatesfor their continued support towards the conduct of operations of the Company efficiently.

The Directors express their gratitude to the shareholders for their continuingconfidence in the Company. The Directors also acknowledge the hard work and persuasiveefforts put in by the employees of the Company in carrying forward Company's vision andmission.

On behalf of the Board of Directors

For Dr Lalchandani Labs Limited

Sd/-

Dr Arjan Lalchandani

Chairman and Managing Director

DIN-07014579

Place: New Delhi

Date: 04th September 2019