Your Directors have pleasure in presenting the Twenty Seventh Annual Report of theCompany together with the Audited Statement of the Accounts for the year ended on 31stMarch 2018.
| || |
(Rs. In Lakhs)
|Particulars ||2017-18 ||2016-17 |
|Operating and other Income ||3179.07 ||3665.52 |
|Expenditure ||3456.37 ||3228.44 |
|Profit before Tax ||(277.31) ||437.08 |
|Prior period Items ||- ||- |
|Provision for Current Tax ||- ||91.13 |
|Deferred Tax ||(148.10) ||64.46 |
|Minimum Alternate Tax Credit Entitlement ||- ||- |
|Taxation of Earlier Years ||3.71 ||3.07 |
|Profit After Tax ||(126.56) ||280.13 |
Since the Company has incurred has losses in the FY 2017-18 the Board of Directors ofyour Company do not recommend any Dividend on equity shares for the FY 2017-18.
REVIEW OF OPERATIONS:
During the year under review revenue of the Company was Rs. 3179.07 lakhs as comparedto Rs. 3665.52 lakhs in the corresponding previous year. The Company incurred a net lossof Rs. 126.56 lakhs as compared to a net profit in the previous year.
TRANSFER TO RESERVE:
The Company has not transferred any amount to reserves during the Financial Year2017-18.
The Company has not accepted any deposit or unsecured loans from the public within themeaning of Section 73 of the Companies Act 2013 read with The Companies (Acceptance ofdeposit by Companies) Rules 2014.
The Authorised Share Capital of the Company as on 31st March 2018 is Rs.120000000/- (Rupees Twelve Crores only). The
Issued Subscribed and Paid-Up Equity Share Capital as on 31st March 2018 is Rs.100390000/- (Rupees Ten Crore Three Lakh Ninety Thousand only). During the year underreview the Company had allotted 360000 equity shares on conversion of Convertible
Warrants issued on preferential basis to Promoters and Promoter Group in the belowmentioned manner in two tranches i.e. 1698000 Equity Shares in First Tranche on 23rdJanuary 2018 and 190200 Equity Shares in Second Tranche on 20th March 2018.
|Sr. No ||Name of the Allottee(s) ||No. of Shares allotted ||Date of Allotment ||Price per share (Rs.) |
|1. ||Mr. Atul Maheshwari ||34100 ||23rd January 2018 ||158.10/- |
|2. ||Mrs. Sangita Maheshwari ||34100 ||23rd January 2018 ||158.10/- |
|3. ||Mr. ShyamsunderToshniwal ||37500 ||23rd January 2018 ||158.10/- |
|4. ||Mrs. Madhu Toshniwal ||37500 ||23rd January 2018 ||158.10/- |
|5. ||Mr. Yash Maheshwari ||6600 ||23rd January 2018 ||158.10/- |
|6. ||M/s. Madhusha Lifecare Private Limited (Formerly known as Madhusha Projects Private Limited ||20000 ||23rd January 2018 ||158.10/- |
|7. ||Mr. Atul Maheshwari ||68400 ||20th March 2018 ||158.10/- |
|8. ||Mrs. Sangita Maheshwari ||68400 ||20th March 2018 ||158.10/- |
|9. ||Mr. Yash Maheshwari ||13400 ||20th March 2018 ||158.10/- |
|10. ||M/s. Madhusha Lifecare Private Limited (Formerly known as Madhusha Projects Private Limited ||40000 ||20th March 2018 ||158.10/- |
During the year under review the Company has not issued shares with differentialvoting rights nor has issued any sweat equity shares as on 31st March 2018.
Further the below mentioned director(s) hold the instruments convertible into equityshares:-
|Sr. No ||Name of the Allottee(s) ||No. of Convertible Warrants held ||Date of Allotment |
|1. ||Mr. ShyamsunderToshniwal ||75000 ||20th December 2017 |
In accordance with the provisions of Section 152 of the Act and that of Articles ofAssociation of the Company Mr. Shyamsunder Toshniwal Non- executive Director of theCompany retires by rotation at ensuing Annual General Meeting of the Company and beingeligible has offered himself for re-appointment.
DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Obligations andDisclosure Requirements) Regulations 2015 and Circulars and Guidance Notes issued by SEBIin this regard the Board has carried out an evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Committees.
The performance evaluations of Independent Directors were also carried out and the samewas noted. Independent Directors in their separate meeting held on 20th March2018 carried out the performance evaluation of the Chairman Managing Director and theBoard as a whole.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Management Discussion and Analysis of financial condition including the results ofoperations of the Company for the year under review as required under Regulation 34(2)(e)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 isprovided as a separate section forming part of the Annual Report.
During the FY 2017-18 Ten (10) Board Meetings were conveyed and held by the Company.The details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.
SEPARATE MEETING OF INDEPENDENT DIRECTORS:
Pursuant to Schedule IV of the Companies Act 2013 and the Rules made thereunder andRegulation 25 (3) of the SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015 all the Independent Directors of the Company metonce during a yearwithout the attendance of Non-Independent Directors and Members of the Management.
The Independent Directors reviewed performance of Non Independent Directors Chairmanof the Company and the performance of the Board as a whole. The Independent Directors alsodiscussed the quality quantity and timeliness of flow of information between the Companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties. The feedback of the Meeting was shared with the Chairman of theCompany.
NOMINATION AND REMUNERATION POLICY:
Pursuant to Provisions of Section 178 of the Companies Act
2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 and on the recommendation of the Nomination & Remuneration committeethe Board has adopted policy for selection and appointment of Directors Senior Managementand their remuneration. The details of Remuneration Policy is stated in the CorporateGovernance Report. The Nomination and Remuneration Policy is posted on the website of theCompany.
STATUTORY AUDITOR& AUDIT REPORT:
At the Annual General Meeting of the Company held on 09th August 2017 M/s.K. M.Tulsian& Associates Chartered Accountants Mumbai (Firm Registration Number111075W) were appointed as statutory auditors of the Company for a term of five years[i.e. till the conclusion of Annual General Meeting to be held in FY 2022-2023].
The Notes on Accounts referred to in the Auditors' Report are self-explanatory and donot call for any further comments.
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the CompaniesAppointment and Remuneration of Managerial Personnel) rules 2014 the SecretarialAuditors Mrs. Priyanka Lahoti Practicing Company Secretary Mumbai (Certificateof Practice No. 8654) have issued Secretarial Audit Report for the Financial Year 2017-18which is annexed as "Annexure A" and forms part of this Report.
MANAGEMENT'S REPLY ON AUDITOR'S REMARK IN SECRETARIAL AUDIT REPORT:
The Board of Directors would like to submit here that it was an operational delay infiling of Listing Application with the BSE Limited of 169800 Equity Shares. Further theCompany has complied by paying the requisite fees as prescribed under Regulation 108 (2)of LODR Regulations and SEBI circular dated 15/06/2017 for the delayed period after whichthe BSE Limited granted listing approval on date 07th May 2018.
STATEMENT PURSUANT TO SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS)REGULTAION 2015:
The Company's Equity shares are listed at BSE Limited. The Annual listing fee for theyear 2018-19 has been paid.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control Systems commensurate with the size scale andcomplexity of its operation. The scope and authority of the Internal Audit function isdefined by the
Audit Committee. To maintain its objectivity and independence the Internal Auditfunction reports to the Chairman of the Audit Committee of the Board & to the ManagingDirector.
The Accounts Department monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Significant Audit observationsand corrective actions thereon are presented to the Audit Committee of the Board.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany. The policy is placed the on the website of the Company. The web link for the sameis:-http:// www.lactoseindialimited.com/policy.php
ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
The information required under Section 134 (3) (m) of the Companies Act 2013 read withthe Companies (Accounts)Rules 2014 with respect to conservation of energy technologyabsorption and foreign exchange earnings/outgo is given hereto and forms a part of thisreport as an "Annexure B".
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION:
Energy conservation is not only a national priority but also a key value driver foryour Company. Employees are also encouraged to give suggestion that will result in energysaving.
As prescribed under the Section 134 (3) (m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is not applicable as there is no technology absorptionadaptation and innovation made by your Company. However it has been the endeavor of theCompany to continuously upgrade & standardize its products.
FOREIGN CURRENCY EARNING AND OUTGO
| ||Rs. In Lacs |
|i) CIF Value of Imports ||91.26 |
|ii) Expenditure in foreign currency ||24.64 |
|iii) Foreign Exchange earned ||83.5 |
PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report and ismarked as "Annexure C"to this Report.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 134(3)(a) extract of Annual Return in FormMGT-9 has been annexedto this Annual Report in "Annexure D"and same is available on the websiteof the Company and its weblink is www.lactoseindia.com
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186:
The details of Loan Guarantees and Investments made by the Company under theprovisions of Section 186 of the Companies Act 2013 are provided in the notes to theFinancial Statements.
SAFETY HEALTH AND ENVIRONMENT:
Your Company recognizes its role in health and safety as well as its responsibilitytowards environment and society. Infact your Company's goals are: no accidents noinjuries to people and no damage to environment. Safety and security of personnel assetsand environmental protection are also on top of the agenda of the Company at itsmanufacturing facilities.
Clean environment and sustainable development integrated with the business objective isthe focus of operations of the Company. The projects and activities are planned anddesigned with environment protection as an integral part to ensure a safe and cleanenvironment for sustainable development.
DIRECTORS' RESPONSIBILTY STATEMENT AS REQUIRED UNDER SECTION 134(3)(c) OF THE COMPANIESACT 2013:
To the best of knowledge and belief and according to the information and explanationobtained by them your Directors make the following statements in terms of Section134(3)(c) of the Act.
(a) That in the preparation of the annual financial statements the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any; (b) That such accounting policies as mentioned in Notes to theFinancial Statements have been selected and applied consistently and judgments have beenmade that are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the company as at 31st March 2018 and of the profit or loss of thecompany for the year ended on that date; (c) That proper and sufficient care has beentaken for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities;
(d) That the annual financial statements have been prepared on a going concern basis;
(e) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
(f) That systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
As per the SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015 theCompany has prepared a report on Corporate Governance together with a certificate from theCompany's Auditors confirming Compliance is set out in the"Annexure E"formingthe part of this Annual Report.
DISCLOSURES: AUDIT COMMITTEE:
The Audit Committee comprises Independent Directors namely Mr. G. K. Sarda (Chairman)Mr. Pramod Kalani and Mr. Abhijit Periwal as other members. The Audit Committee played animportant role during the year. It coordinated with the Statutory Auditors InternalAuditors and other key personnel of the Company and has rendered guidance in the areas ofinternal audit and control finance and accounts. All the made by the Audit Committee wereaccepted by the Board.
During the FY 2017-18 Five (5) Audit Committee's Meetings were conveyed and held by theCompany. The details of which are given in the Corporate Governance Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
During the FY 2017-18 Four (4) Stakeholders Relationship Committee's Meetings wereconveyed and held by the Company. The details of which are given in the CorporateGovernance Report. With the compulsory dematerialization of the Company's shares andelectronic mode of transfers postal dispatches which led to usual complaints have beenminimized.
NOMINATION & REMUNERATION COMMITTEE:
During the FY 2017-18 One (1) Nomination & Remuneration Committee's Meetings wereconveyed and held by the Company. The details of which are given in the CorporateGovernance Report. The Nomination and Remuneration Committee recommends to the Board thesuitability of candidates for appointment as Key Managerial Personnel Directors and theremuneration packages payable to them and other employees.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.All employees (permanent contractual temporary trainees) are covered under the saidpolicy. An Internal Complaints Committee has also been set up to redress complaintsreceived on sexual harassment.
During the financial year under review the Company has not received any complaintsfrom any of the employees of the Company.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
Industrial Relations continued to be harmonious throughout the year under review. Manyinitiatives have been taken to support business through organizational efficiency processchange support and various employee engagement programs which have helped the Organizationachieve higher productivity levels.
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company i.e. 31stMarch 2018 to which these financialstatements relate and date of this report.
RISK MANAGEMENT POLICY:
As a part of good corporate governance the Company has constituted the Risk ManagementCommittee. The Committee has laid down the procedures to inform to the Board about therisk assessment and minimization procedures and the Board shall be responsible forframing implementing and monitoring the risk management plan and policy for the Company.
The main objective of this policy is to ensure sustainable recommendations businessgrowth with stability and to promote a pro-active approach in reporting evaluating andresolving risks associated with the business. In order to achieve the key objective thepolicy establishes a structured and disciplined approach to Risk Management in order toguide decisions on risk related issues.
The Committee reviewed the risk trend exposure and potential impact analysis carriedout by the management. It was specifically confirmed to the Committee by the MD and theCFO that the mitigation plans are finalised and up to date owners are identified and theprogress of mitigation actions are monitored.
PREVENTION OF INSIDER TRADING:
The Company has adopted a code of conduct for prevention of insider trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Directors and the designated employees have confirmed compliance with the Code.
SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY
No significant and material orders were passed by the or courts or tribunals impactingthe going concern status and your Company's operation in future
Your Directors take this opportunity to convey their deep sense of gratitude forvaluable assistance and Co-operation extended to the Company by all valued customers andbankers of the Company.
Your Directors also wish to place on record their sincere appreciation for the valuedcontribution unstinted efforts by the employees at all levels which contributed in nosmall measure to the progress and the high performance of the Company during the yearunder review.
|For and on Behalf of the Board |
|Sd/- ||Sd/- |
|(Atul Maheshwari) ||(Sangita Maheshwari) |
|Managing Director ||Whole-time Director & |
|DIN:00255202 ||CFO |
| ||DIN:00369898 |
|Date : 19th July 2018 || |
|Place : Mumbai || |
|Regd. Office || |
|Survey No. 6 || |
|Village Poicha (Rania) || |
|Savli Vadodara || |
|Gujarat - 391780 || |
ANNEXURE "B" TO THE DIRECTOR'S REPORT
FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY. A. Power& Fuel Consumption:-
|Power and Fuel Consumption ||Current year 31.03.2018 ||Previous year 31.03.2017 |
|1) Electricity || || |
|Purchase Unit (KWH) ||4370961.00 ||3782985.00 |
|Total Amount (Amount in Lacs) ||329.44 ||289.34 |
|Rate per Unit (Amount in Rupees) ||7.54 ||7.65 |
|2) Agro Waste Briquettes || || |
|Quantity (MTS) ||240.21 ||3962.00 |
|Total Amount (Amount in Lacs) ||13.77 ||243.20 |
|Average Rate/ Ton (Amount in Rupees) ||5732.85 ||6137.79 |
|3) Bio Coal || || |
|Quantity (MTS) ||3003.74 ||162.00 |
|Total Amount (Amount In Lacs) ||187.22 ||9.55 |
|Average Rate/ Ton (Amount in Rupees) ||6232.86 ||5900.00 |
ANNEXURE "C" TO THE DIRECTOR'S REPORT
PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS SECTION 197 OF THE COMPANIES ACT2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014 AND ANNEXED TO AND FORMING PART OF THE DIRECTORS REPORT FOR THEYEAR ENDED 31ST MARCH 2018:
(I) The ratio of the remuneration of each director to the median remuneration of theemployees of the financial year : - the company for
|Sr. no. ||Name of the Director ||Ratio of remuneration to the median remuneration of the employees |
|1 ||Mr. Atul Maheshwari Chairman & Managing Director ||31.14:1 |
|2 ||Mrs. Sangita Maheshwari Whole Time Director & Chief Financial Officer ||27.18:1 |
|(ii) ||The percentage increase in remuneration of each director CFO CEO Company Secretary or Manager if any in the financial year :- || |
|Sr. no. ||Name of the Director/CFO/Company Secretary ||% Increase over last F.Y. |
|1 ||Mr. Atul Maheshwari Chairman & Managing Director ||4.76% |
|2 ||Mrs. Sangita Maheshwari Whole Time Director & Chief Financial ||8.84% |
|3 ||Mr. Suyog Chaukar Company Secretary & Compliance Officer ||Appointed w.e.f. 01st October 2017 |
|(iii) ||The percentage increase/ decrease in the median remuneration of employees in the financial year ||-0.99% |
|(iv) ||The number of permanent employees on the rolls of the Company as on 31 st March 2018. ||90 |
|(v) Average percentile increase already made in the salaries of employees other than the managerial year and its comparison personnelinthe last financial with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: ||The average annual increase was around -8.26% after accounting for promotions and other event based compensation revisions. |
| ||Increase in the managerial remuneration for the year was 6.62% |
|(vi) The key parameters for any variable component of remuneration availed by the directors ||NIL |
|(vii) Affirmation that the remuneration is as per the remuneration policy of the Company: ||Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 it is affirmed that the remuneration paid to the Directors Key Managerial Personnel and Senior Management is as per the Remuneration Policy of your Company. |
(II) Statement showing details of Employees of the Company as per Section 197 (12) readwith Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014:
In pursuant to the provisions of Section 197(12) of the Companies Act2013 read withRule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 a statement showingthe names of top ten employees in terms of remuneration drawn is provided in a separateannexure forming part of this Report. Pursuant to the provisions of the proviso to Section136(1) of the Companies Act 2013 the Annual Report excluding the aforesaid information isbeing sent first to the members of the Company. The said information is available forinspection at the Registered Office of the Company during working hours and any memberinterested in obtaining such information may write to the Company Secretary of the Companyand the same will be furnished without any fee.