The Directors present 28th Annual Report of the company along with theaudited financial statements for the financial year ended on March 31 2021
1. FINANCIAL SUMMARY/ HIGHLIGHTS/ OPERATIONS STATE OF AFFAIRS
The Financial performance of the company for the year ended on March 312021 issummarized below:
[Rupees in Lacs]
|Particulars ||Year ended on 31.03.2021 ||Year ended on 31.03.2020 |
|Total Revenue ||2422.07 ||1016.98 |
|Less: Total Expenses ||1858.77 ||1412.17 |
|Profit before exceptional items and Tax ||563.30 ||(395.19) |
|Less: Current tax for the year and prior year ||105 ||- |
|Less: Deferred tax liability ||123 ||(36.64) |
|Profit after taxation ||335.30 ||396.02 |
As per Regulation33 of the Securities board of India (Listing Obligation and DisclosureRequirements) Regulations 2015 (hereinafter referred to as "ListingRegulation") and applicable provisions of the Companies Act 2013 read with the rulesthere under the Financial Statements of the Company for F.Y 2020-21. The FinancialStatements fortheyear2020-21 have been prepared incompliance with the new set of IndianAccounting standards(INDAS) and the comparatives for the corresponding previous financialyear2017-18 have also been prepared incompliance with the new set of Indian Accountingstandards (IND AS). The Ministry of Corporate Affairs (MCA) vide itsnotificationintheofficialgazettedated16th February 2015 has made applicable the IndiaAccounting Standard ('INDAS') to certain classes of Companies. For the Company Ind AS wasapplicable from 1st April 2017 with a transaction dated of 1stApril2016.TheFinancial results have been prepared accordance with the recognition and measurementprinciples laid down under Indian AS as presented under Section 133 of Companies Act2013 ("the Act") read with the relevant rules issued there under and thererelevant accounting principles generally accepted in India as applicable.
2. NOTE ON COVID:
a. Impact of COVID 19 pandemic on business activity of the Company:
In fiscal 2020 when the COVID-19 pandemic first broke our Company swiftly reacted byproviding the required support to the workforce clients and the community. From settingup a core team to monitor the situation closely and staying in constant touch with thelocal authorities sharing timely updates with the employee base to enabling thenear-seamless transition to the remote mode of work - the Company scaled up its effortsquickly and restored normalcy of operations in the month of June 2020 when there wasrelaxation in Lockdown.
Fiscal 2021 has seen the health crisis deepen and the world's attention is focused onIndia's response to it. With so many global businesses relying on India's Manufacturingsector to run their core operations the industry's resilience has wide ranging globalimpact. Corporations along with delivering business continuity for clients must withrenewed vigor ensure the well being of their employees and the communities in which theyoperate. Comprehending the importance of the role played by vaccines in our fight againstthe virus we have been working very closely with government authorities and medicalexperts to put together various frameworks for the immunization drive to encourageemployees and their family members to get vaccinated.
Our focus on our client commitments remained unwavering through this period reflectingin the record number of large deals we secured even while working remotely. With ouroperations teams ensuring smooth work-from- home processes and remote collaboration.
3. TRANSFER TO RESERVE:
During the year under review no amount was transferred to Reserve.
During the year under review no dividend was givenby the Company.
5. SHARE CAPITAL:
During the year under review the Company has neither issued nor allotted any furtherShares and accordingly there was no change in share capital of the Company. The paid upEquity Share Capital of the Company as on 31st March 2021 is Rs. 80000000/-divided into 8000000 Equity Shares of Rs. 10/- each.
6. OPERATING & FINANCIAL PERFORMANCE & INTERNAL CONTROL:
Performance of the Company:
Your company has generated gross revenue of Rs. 2422.07 lacs as compared to Rs. 1016.98lacs for previous year. The income by way of trading during the year amounted to Rs.1679.61 lacs compared to Rs. 1218.36 lacs in the previous year. Income from servicesamounted to Rs. Nil compared to Rs. Nil in the previous year. The company had started inits financial year imports of chemicals from Dubai and is seeking opportunities towardsindenting and trading of chemicals based on its past experience.
Performance of Subsidiary Companies/Associate Companies/Joint Ventures:
The Company does not have any Holding or Associate Company.
The Company has in place and established internal control system designed to ensureproper recording of financial and operational information and compliance with variousinternal controls and other regulatory and statutory compliances. Code of Internalcontrols which require that the Director review the effectiveness of internal controls andcompliances controls financial and operational risks risk assessment and managementsystems and related party transactions have been complied with.
Company's Policies on Remuneration Whistle Blower and also Code of Conduct applicableto Directors and Employees of the Company has been complied with. These Policies and Codeof Conduct are available on the Company's website www.laffanspetrochemical.com
7. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:
There was no change in the nature of business during the financial year under review.
8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the Financial Year to which this Financial Statements relateon the date of this report.
9. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules2014 is furnished in Annexure"C" and is attached to this report.
10. POLICY DEVELOPED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursant to Section 135 of Companies Act 2013 the Company does not fall within thecriteria to contribute towards the CSR.
Your Company had not accepted the deposits from the public as per Section 74 ofCompanies Act 2013 read with Rule 20 of the Companies (Acceptance of Deposits) Rules2014.
12. LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013
The details of the Loans Guarantees or Investments made under Section 186 of theCompanies Act 2013 by the Company to other Body Corporate or persons are given in notesto the Financial Statements.
13. RELATED PARTY CONTRACTS AND ARRANGEMENTS
All related party transactions that were entered into during the financial year were onan arm's length basis and were inthe 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. Accordingly the disclosure of Related PartyTransactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC-2is not applicable.
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval Disclosures pursuant to Accounting Standards on related party transactionshave been made in the notes to the Financial Statements.
The Board of Directors has approved the policy on transactions with related parties("RPT Policy") pursuant to there commendation of the Audit Committee. In linewith the requirements of the Act RBI Regulations and the SEBI Listing Regulations theCompany has formulated the RPT Policy which is also available on the Company's website atwww.laffanspetrochemical.com. The RPT Policy intends to ensure that proper reportingapproval and disclosure processes are in place for all transactions between the Companyand the related parties.
14. CORPORATE GOVERNANCE
As per the Regulation 27(2) of SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 it is not mandatory for the Company to attach a separate CorporateGovernance report as Annexure to the Boards' Report.
15. PARTICULARS OF EMPLOYEES
The information required in accordance with Section 197 (12) of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. Further the Company has no person in its employment drawingsalary of Rs. 60 lakhs per annum or Rs. 5 lakhs per month as defined under the provisionsof Section 197 of the Companies Act 2013 read with Rule 5(2) and 3 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
16. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year 2020-21 Six (6) were held on 20th July 2020 28thAugust 2020 14th September 2020 12th November 2020 & 12thFebruary 2021. The Board Meetings were held in compliance with the Companies Act 2013.
17. Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its Responsibility Statement:-
a. in the preparation of the Annual Accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the Financial Year and ofthe Profit and Loss of the Company for that period;
c. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theAssets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors had prepared the annual accounts on a going concern basis;
e. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively and
f. the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and were operating effectively.
18. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT 2013
The Company has received the disclosure in Form DIR - 8 from its Directors beingappointed or re-appointed and has noted that none of the Directors are disqualified underSection 164(2) of the Companies Act 2013 read with Rule 14(1) of Companies (Appointmentand Qualification of Directors) Rules 2014.
19. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors submitted their disclosures to the Board that they fulfil allthe requirements as stipulated in Section 149(6) of the Companies Act 2013 so as toqualify themselves to be appointed as Independent Directors under the provisions of theCompanies Act 2013 and the relevant rules as per the SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015.
20. EVALUATION OF THE BOARDS PERFORMANCE
In compliance with the requirements of Section 134(3) (p) of the Companies Act 2013and Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation2015 the performance of the Board was carried out during the year under review. The Boardwas evaluated for its performance based on the following factors:
Attendance of Board Meetings and Committees;
Contribution made to the Board discussions and future planning;
Level of commitment to the stakeholders' interest;
Initiatives towards the growth of the Business and profitability and
Providing outlook view points and feedback taking the Company ahead beyondexpectations.
21. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Board has framed a Policy relating to appointment of Directors payment ofManagerial remuneration Directors' qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3)of the Companies Act2013 based on the recommendation of Nomination and Remuneration Committee.
The Board of Directors has based on the recommendation of the NRC of the Companyapproved the policy on Directors appointment and remuneration for Directors KMP and otheremployees which is available on the website of the Company atwww.laffanspetrochemical.com
22. DIRECTORS AND KEY MANAGERIAL PERSONNEL INFORMATION
APPOINTMENT OF KMP:
In accordance with the provisions of the Companies Act 2013 Mr. Anupam Vyas A60464 isbeen appointed as Company Secretary & Compliance officer of the Company w.e.f.December 9 2020.
RESIGNATION OF DIRECTORS KMP:
In accordance with the provisions of the Companies Act 2013 there has beenresignation of Mr. Jaideep Seth DIN: 03130620 from the Board of Directors of the Company.
Further Mr. S. R. Narayanan has resigned from the post of Company Secretary &Compliance officer of the Company wef28th August 2020.
23. SECRETARIAL AUDIT
In accordance with the provisions of Section 204 of the Companies Act 2013 read withRule 9 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014the Company has got the Secretarial Audit conducted from the Practicing Company Secretary.
A Secretarial Audit Report issued by Jyoti Dubey & Associates Practicing CompanySecretaries in Form MR - 3 in respect of the Secretarial Audit of the Company for theFinancial Year ended 31st March 2021 is furnished and attached to this Report.
At the Annual General Meeting held on 28th September 2018 M/s. Pushp K. Sahu& Co.Chartered Accountant Statutory Auditors of the Company having registration number (FRNNo. 128013W) were appointed as statutory auditors of the Company for a term of 5 (five)years from the conclusion of the 25th AGM (subject to ratification of such appointment bythe Members at every AGM if required) till the conclusion of the 30th AGM at suchremuneration as may be determined by the Board of Directors and the said Auditors fromtime to time. The Company has received a certificate from the statutory auditors to theeffect that their re-appointment if made would be within the limits prescribed.
The said Auditors have confirmed their eligibility for appointment in terms of Section139 of the Act.
There are no qualifications reservations or adverse remarks or disclaimers made byM/s. Pushp. K. Sahu& Co Statutory Auditors in their report.
25. COST AUDITORS
The Company is not required to maintain cost records as per the Companies (Cost Records& Audit) Amendments Rules 2014 as the turnover of the Company for the Financial Year2020-21 was less than Rupees 35 Crores.
26. AUDITORS REPORT
The notes to accounts referred to in the Auditor's Report are self-explanatory andtherefore do not call for any further comments.
27. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The notes on the financial statement referred in the Auditor's Report areself-explanatory and do not call for any further comments. The Auditor's Report does notcontain any qualification reservation adverse remark or disclaimer for the FinancialYear 2020-21. During the year under review the Statutory Auditor and the SecretarialAuditor have not reported any instances of frauds committed in the Company by its Officersor Employees to the Audit Committee under section143(12) of the Companies Act 2013details of which needs to be mentioned in this Report.
28. NOMINATION AND REMUNERATION POLICY
The Board of Directors of the Company has on recommendation of the Nomination &Remuneration Committee framed and adopted a policy for selection and appointment ofDirectors Senior Management and their remuneration.
The Board of Directors has based on the recommendation of the NRC of the Companyapproved the policy on Directors' appointment and remuneration for Directors KMP andother employees is available on the website of the Company atwww.laffanspetrochemical.com
29. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
Your Company has constituted an Audit Committee as required under Section 177 of theCompanies Act 2013 and has also established Vigil Mechanism for their employees andDirectors to report their genuine concerns or grievances. The Board has accepted all therecommendations of the Audit Committee during the year under review as and when brought totheir notice.
The mechanism framed by the Company is in compliance with the requirements of the Actand SEBI Listing Regulations and the same is available on the website of the Company atwww.laffanspetrochemical.com
Your Company's Equity Capital is listed on the Bombay Stock Exchange. The Companyconfirms that it has paid annual listing fees due to these stock exchanges for the year2020-21 and has been diligent in observing all the compliances asstipulated in the SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015.
31. DEPOSITORY SYSTEM
Your Company has entered into agreement with the National Securities Depository Limitedas well as the Central Depository Services (India) Limited (CDSL) to enable shareholdersto hold shares in a dematerialized form. The Company also offers simultaneousdematerialization of the physical shares lodged for transfer.
32. INTERNAL CONTROL SYSTEM
Your Company continuously invests in strengthening its internal control processes andhas appointed Praveen Lokwani Chartered Accountants (Firm Registration No. 143818W) asthe Internal Auditors of the Company. The Company has put in place as adequate system ofinternal control commensurate with its size and nature of business.
The systems provide a reasonable assurance in respect of providing financial andoperational information complying with applicable statutes safeguarding of assets of theCompany and ensuring compliance with corporate policies. Audit Committee periodicallyreviews the performance of internal audit system.
The Audit Committee reviews adherence to internal control systems and internal auditreports. Further the Board annually reviews the effectiveness of the Company's internalcontrol system.
a) Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
b) Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
c) Bonus Shares
No Bonus Shares were issued during the year under review.
d) Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees
Your Directors sincerely appreciate the high degree of professionalism commitment anddedication displayed by the employees at all levels. Your Directors also wish to place onrecord their gratitude to the shareholders for their continued support and confidence.
| ||By Order of the Board of Directors For Laffans Petrochemicals Limited |
| ||Sd/- |
|Place: Gujrat ||Sandeep Seth Managing Director |
|Date: 5th Sept. 2021 ||(DIN: 00316075) |