Your Directors proudly present to you the 31st Annual Reportof the Company together with the Audited Statement of the Accounts for the Financial yearended on 31st March 2022.
| || ||(Rs. In Lakhs) |
|Particulars ||2021-2022 ||2020-2021 |
|Operating and other Income ||4651.95 ||3527.64 |
|Expenditure ||4335.31 ||3854.68 |
|Profit before Tax ||316.64 ||(327.04) |
|Provision for Current Tax ||56.94 ||- |
|Deferred Tax ||14.56 ||(84.20) |
|Taxation of Earlier Years ||- ||4.89 |
|After Tax ||238.08 ||(242.21) |
The Board of Directors of your Company do not recommend any Dividend onequity shares for the FY 2021-2022.
REVIEW OF OPERATIONS:
During the year under review revenue of the Company has increased toRs. 4593.90 lakhs as compared to Rs. 3496.33 lakhs in the corresponding previous year. TheCompany earned net profit of Rs. 238.08 lakhs as compared to net loss of Rs. 242.21 lakhsin the corresponding previous year.
TRANSFER TO RESERVE:
The Company has not transferred amount to reserves during the FinancialYear 2021-22.
The details of deposits as covered under Chapter V of the Act are asunder:
|(a) Deposits accepted during the year ||Nil |
|(b) Remained unpaid or unclaimed as at the end of the year ||Nil |
|(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved: ||Nil |
|(i) At the beginning of the year || |
|(ii) Maximum during the year || |
|(iii) At the end of the year || |
|(d) The details of deposits which are not in compliance with the requirements of Chapter ||Nil |
NATURE OF BUSINESS:
The company is engaged in the business of manufacturers manufacturersrepresentatives producers processors refiners consignors consignees factors agentsexporters importers and distributors of all classes kinds types and nature of:
I. Foods whether finished semi-finished processed and unprocessed.
II. Milk cream ice-cream curd butter milk paneer cheesesweetmeats choclates and other diary products.
III. Pharmaceuticals drugs bulk drugs medicines.
IV. Chemicals chemical products chemical compounds derivaties andintermediates.
DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES:
The Company has no subsidiary Joint Venture and Associate companies.
No company has become or ceased to be the Company's subsidiaries jointventures or associate companies during the year under review.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Board of Directors affirm that the Company has complied with theapplicable Secretarial Standards ("SS") issued by the Institute of CompanySecretaries of India relating to the meetings of the Board and its committees as well asthe general meetings (SS-1 and SS-2) respectively which have mandatory application duringthe year under review.
The details of Share capital of the Company is as under:
|Particulars ||As at 31st March 2022 ||As at 31st March 2021 |
| ||Number of Shares ||(Rs.in Lakhs) ||Number of Shares ||(Rs in Lakhs) |
|Authorised Capital: ||15000000 ||1500.00 ||15000000 ||1500.00 |
|Equity Shares of Rs 10/- each || || || || |
|Issued Subscribed & Paid-Up Capital: ||12589000 ||1258.90 ||11437000 ||1143.70 |
|Equity Shares of Rs 10/- each || || || || |
During the year under review the company had allotted 810000 &342000 equity shares pursuant to conversion of convertible warrants in the Boardmeetings held on 11th December 2021 and 28th March 2022respectively in the following manner:
|Sr. No ||Name of the Allottee(s) ||No. of Equity Shares Allotted |
| || ||11/12/2021 ||28/3/2022 |
|1 ||Mr. Shyamsunder Toshniwal ||145000 ||53000 |
|2 ||Mrs. Madhubala Toshniwal ||145000 ||53000 |
|3 ||Mr. Atul Maheshwari ||145000 ||53000 |
|4 ||Mrs. Sangita Maheshwari ||145000 ||53000 |
|5 ||SST Private Family Trust ||230000 ||130000 |
|TOTAL || ||810000 ||342000 |
The Company has neither issued any shares with differential rights asto dividend voting or otherwise nor issued any sweat equity shares during the year underreview.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
At the 31st Annual General Meeting ("AGM") of theCompany and in accordance with the applicable provisions of Section 152 of the Act and theArticles of Association of the Company Mrs. Sangita Maheshwari (DIN: 00369898) is liableto retire by rotation and being eligible offers herself for re-appointment as Director-of the Company.
Necessary resolution for her re-appointment is included in the Noticeof 31st AGM for seeking approval of the members of the Company.
During the year under review Mr. Shyamsunder Toshniwal and Mr.Mahendra Kumar Singhi resigned from the board w.e.f. 21st December 2021 and 22ndDecember 2021 respectively.
The board of directors in their meeting held on 19th March2022 appointed Mr. Dhaval Jayant Soni as an Additional Director on the board w.e.f. 19thMarch 2022 .
Necessary resolution for regularization of Mr. Dhaval Jayant Soni isincluded in the Notice of 31st AGM for seeking approval of the members of thecompany.
DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
FORMAL ANNUAL BOARD EVALUATION
The annual evaluation process of the Board of Directors individualDirectors and Committees was conducted in accordance with the provision of the Act and theSEBI Listing Regulations.
The Board evaluated its performance after seeking inputs from all thedirectors on the basis of criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc. The performance of theCommittees was evaluated by the Board after seeking inputs from the committee members onthe basis of criteria such as the composition of committees effectiveness of committeemeetings etc. The above criteria are as provided in the Guidance Note on Board Evaluationissued by the Securities and Exchange Board of India.
The evaluation was done in accordance with the framework and criterialaid down by the NRC. Further at a separate meeting the Independent Directors evaluatedperformance of Non-Independent Directors Board as a whole and of the Chairman of theBoard.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Management Discussion and Analysis of financial conditionincluding the results of operations of the Company for the year under review as requiredunder Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is provided as a separate section forming part of the Annual Report.
During the FY 2021-22 09 (Nine) Board Meetings were conveyed and heldby the Company. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
SEPARATE MEETING OF INDEPENDENT DIRECTORS:
Pursuant to Schedule IV of the Companies Act 2013 and the Rules madethereunder and Regulation 25 (3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate meeting of Independent Directors was held on28th March 2022 during the financial year 2021-22 without the attendance ofNon-Independent Directors and Members of the Management.
The Independent Directors reviewed performance of NonIndependentDirectors Chairman of the Company and the performance of the Board as a whole. TheIndependent Directors also discussed the quality quantity and timeliness of flow ofinformation between the Company management and the Board that is necessary for the Boardto effectively and reasonably perform their duties. The feedback of the Meeting was sharedwith the Chairman of the Company.
NOMINATION AND REMUNERATION POLICY:
Pursuant to Provisions of Section 178 of the Companies Act 2013 andRegulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 and on the recommendation of the Nomination & Remuneration committee the Boardhas adopted policy for selection and appointment of Directors Senior Management and theirremuneration. The details of Remuneration Policy is stated in the Corporate GovernanceReport. The Nomination and Remuneration Policy is posted on the website of the Company.The web link for the same is: https://www.lactoseindialimited.com/policy.php.
The Board of Directors in their meeting held on 20th May2022 on the recommendations of the Audit Committee in accordance with the provisions ofSection 141 of the Companies Act 2013 recommended M/s. C A S & Co. CharteredAccountants as the Auditors of your company till the conclusion of 36th AnnualGeneral Meeting. The company has received a certificate from the Auditors to the effectthat the proposed appointment if made will be in accordance with the limits specifiedunder Section 139(9) of the Companies Act 2013.
The Auditors Report for the financial year 2021-22 does not containany qualification reservation or adverse remark.
The Notes on Accounts referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Managerial Personnel) Rules 2014 the Board of Directors had appointed M/s.Bhumika & Co. a firm of Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the financial year ended 31st March 2022. The Reportof the Secretarial Audit is annexed as "Annexure A" to this Board'sReport.
The Secretarial Audit Report does not contain any qualificationreservation adverse remarks and disclaimer.
The Company is in compliance with the Secretarial Standards specifiedby the Institute of Company Secretaries of India.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Act introduced regulations with focus on control and compliancerequirements in light of which the Company has laid down internal financial controlsacross various processes prevalent in the organization. These controls have beenestablished at the entity as well as process level and are designed to ensure complianceto internal control requirements regulatory compliance and enable appropriate recordingof financial and operational information. The Company has reviewed the effectiveness ofits internal financial controls by adopting a systematic approach to assess the design andits operating effectiveness.
During the financial year 2021-2022 such controls were tested and noreportable material weakness in the design or operation was observed. The Company isfollowing all the applicable Accounting Standards for properly maintaining the books ofaccounts and reporting financial statements.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has a vigil mechanism to deal with instance of fraud andmismanagement if any. The policy is placed the on the website of the Company. The weblink for the same is:- http://www.lactoseindialimited.com/policy.php
ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:
The information required under Section 134 (3) (m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 with respect to conservation ofenergy technology absorption and foreign exchange earnings/ outgo is given hereto andforms a part of this report as an "Annexure B".
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION:
Energy conservation is not only a national priority but also a keyvalue driver for your Company. Employees are also encouraged to give suggestion that willresult in energy saving.
As prescribed under the Section 134 (3) (m) of the Companies Act 2013read with the Companies (Accounts) Rules 2014 is not applicable as there is notechnology absorption adaptation and innovation made by your Company. However it hasbeen the endeavor of the Company to continuously upgrade & standardize its products.
FOREIGN CURRENCY EARNING AND OUTGO
|Sr No. ||Particulars ||Rs. In Lakhs |
|i) ||CIF Value of Imports ||205.84 |
|ii) ||Expenditure in foreign currency ||0.84 |
|iii) ||Foreign Exchange earned ||627.11 |
PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in theAnnual Report and is marked as "Annexure C" to this Report.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92 of the Companies Act 2013 ("Act")read with Rule 12 of The Companies (Management and Administration) Rules 2014 and Section134 (3) (a) the copy of Annual Return can be accessed on the website of the Company atwww.lactoseindia.com.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course of business.There are no materially
significant related party transactions made by the Company withpromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDERSECTION 186:
The details of Loan Guarantees and Investments made by the Companyunder the provisions of Section 186 of the Companies Act 2013 are provided in the notesto the Financial Statements.
SAFETY HEALTH AND ENVIRONMENT:
Your Company recognizes its role in health and safety as well as itsresponsibility towards environment and society. Infact your Company's goals are: noaccidents no injuries to people and no damage to environment. Safety and security ofpersonnel assets and environmental protection are also on top of the agenda of theCompany at its manufacturing facilities.
Clean environment and sustainable development integrated with thebusiness objective is the focus of operations of the Company. The projects and activitiesare planned and designed with environment protection as an integral part to ensure a safeand clean environment for sustainable development.
DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION134(3)(c) OF THE COMPANIES ACT 2013:
To the best of knowledge and belief and according to the informationand explanation obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Act.
(a) That in the preparation of the annual financial statements theapplicable accounting standards have been followed along with proper explanation relatingto material departures 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 2022 and of the profit or loss of thecompany for the year ended on that date;
(c) That proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(d) That the annual financial statements have been prepared on a goingconcern basis;
(e) That proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively.
(f) That systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
As per the SEBI(Listing Obligation and Disclosure Requirements)Regulation 2015 the Company has prepared a report on Corporate Governance together with acertificate from the Company's Auditors confirming Compliance is set out in the "AnnexureD" forming the part of this Annual Report.
The Audit Committee comprises of Independent Directors namely Mr. G. K.Sarda (Chairman) Mr. Pramod Kalani and Mr. Dhaval Jayant Soni as other members. The AuditCommittee played an important role during the year. It coordinated with the StatutoryAuditors Internal Auditors and other key personnel of the Company and has renderedguidance in the areas of internal audit and control finance and accounts. All therecommendations made by the Audit Committee were accepted by the Board. During the FY2021-22 05 (Five) Audit Committee's Meetings were conveyed and held by the Company. Thedetails of which are given in the Corporate Governance Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
During the FY 2021-22 4 (Four) Stakeholders Relationship Committee'sMeetings were conveyed and held by the Company. The details of which are given in theCorporate Governance Report. With the compulsory dematerialization of the Company's sharesand electronic mode of transfers postal dispatches which led to usual complaints havebeen minimized.
NOMINATION & REMUNERATION COMMITTEE:
During the FY 2021-22 03 (Three) Nomination & RemunerationCommittee's Meetings were conveyed and held by the Company. The details of which are givenin the Corporate Governance Report. The Nomination and Remuneration Committee recommendsto the Board the suitability of candidates for appointment as Key Managerial PersonnelDirectors and the remuneration packages payable to them and other employees.
CORPORATE SOCIAL RESPONSIBILITY ("CSR"):
During the FY 2021-22 Corporate Social Responsibility is notapplicable to the company.
SEXUAL HARASSMENT POLICY
The Company has in place Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received anddisposed of during the year 202122:
a) No. of complaints received: Nil
b) No. of complaints disposed of: N.A.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
Industrial Relations continued to be harmonious throughout the yearunder review. Many initiatives have been taken to support business through organizationalefficiency process change support and various employee engagement programs which havehelped the Organization achieve higher productivity levels.
During the year under review the company had allotted 810000 and342000 equity shares pursuant to conversion of convertible warrant on 11thDecember 2021 and 28th March 2022.
Further there are no other material changes and commitments affectingthe financial position of the Company which have occurred between the end of thefinancial year of the Company i.e. 31st March 2022 to which these financial statementsrelate and date of this report.
RISK MANAGEMENT POLICY:
As per the Act and as part of good corporate governance the Companyhas constituted the Risk Management Committee. The Committee has laid down the proceduresto inform to the Board about the risk assessment and minimization procedures and the Boardshall be responsible for framing implementing and monitoring the risk management plan andpolicy for the Company.
The main objective of this policy is to ensure sustainable 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 impactanalysis carried out by the management. It was specifically confirmed to the Committee bythe MD and the CFO that the mitigation plans are finalised and up to date owners areidentified and the progress of mitigation actions are monitored.
CODE OF CONDUCT:
Your Company has established a Code of Conduct and Code of FairDisclosures for Prohibition of Insider Trading ("Code of Conduct" or"Code") which is applicable to the Employees Directors designated personsimmediate relatives of designated persons and connected persons of the Company. The Codelays down the standard of conduct which is expected to be followed by the Directors andemployees in their business dealings and in particular on matters relating to integrityin the work place dealing with stakeholders and in business practices. All the BoardMembers and the Senior Management employees have confirmed compliance with the Code.
The Code is available on website of the Company atwww.lactoseindia.com.
SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY
No significant and material orders were passed by the regulators orcourts or tribunals impacting the going concern status and your Company's operation infuture
Your Directors take this opportunity to convey their deep sense ofgratitude for valuable assistance and Co-operation extended to the Company by all valuedcustomers and bankers of the Company.
Your Directors also wish to place on record their sincere appreciationfor the valued contribution unstinted efforts by the employees at all levels whichcontributed in no small measure to the progress and the high performance of the Companyduring the year under review.