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Lakshmi Precision Screws Ltd.

BSE: 506079 Sector: Engineering
NSE: LAKPRE ISIN Code: INE651C01018
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VOLUME 1000
52-Week high 17.00
52-Week low 7.60
P/E
Mkt Cap.(Rs cr) 8
Buy Price 7.70
Buy Qty 54.00
Sell Price 7.60
Sell Qty 3236.00

Lakshmi Precision Screws Ltd. (LAKPRE) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 48th Annual Report together with AuditedAccounts of the Company for the financial year ended on March 31 2017.

FINANCIAL RESULTS AND APPROPRIATIONS

The financial performance of the Company for the financial year ended on March 31 2017is summarized as below:

(Rs. IN LACS)
PARTICULARS 2016-2017 2015-2016
Revenue from operations 25869.20 30991.72
Gross Profit before interest depreciation and tax 1671.91 4615.32
Less: Interest 4056.14 3799.55
Profit/(Loss) before depreciation and tax (2384.23) 815.77
Less: Depreciation 1712.78 1522.51
Profit /(Loss) before tax (4097.01) (706.74)
Less: Provision for tax 0.00 250.00
Net Profit/(Loss) for the year after tax (4097.01) (956.74)
Add: Balance brought forward from previous year 1841.94 2816.74
Amount available for appropriation (2255.07) 1841.94
Appropriations
Transfer to General Reserve 0.00 0.00
Proposed Dividend 0.00 0.00
Corporate Dividend Tax 0.00 0.00
Balance carried over to Balance Sheet (2255.07) 1841.94

OPERATIONS

During the financial year 2016-17; your Company has earned revenue from operationsRs.25869 lacs (Previous year Rs.30991 lacs) and net loss of the Company was Rs.4097 lacs.

Supply of fasteners to replacement and original equipment segments wherein yourCompany holds a key position; continue to be the area of focus of your Company. In orderto meet the increased demand your Company has sufficient installed capacity. Your Companycontinue to follow its philosophy to provide the high quality products at the lowest costcoupled with excellent customer services. The market is witnessing fierce competition. Allefforts were made under Total Quality Management Total Productivity Management and SixSigma Umbrella to continuously improve the cost quality delivery and competitiveness.Your Company’s products are well accepted in the market and will see the growth inthe financial year 2017 -18.

DIVIDEND AND RESERVES

Your Directors regretted their inability to recommend any dividend to the members ofthe Company for the financial year ended on March 31 2017.

No amount is proposed to be transferred to the General Reserves of the Company duringthe financial year 2016-17.

CHANGE IN THE NATURE OF THE BUSINESS

There was no change in the nature of the business of the Company during the year. TheCompany has only one subsidiary namely Indian Fasteners Limited (IFL) and there was nochange in the nature of the business of this Subsidiary. There were no significant andmaterial orders passed by regulators or court or tribunals impacting the going concernstatus and Company’s operation in future. There were no material changes andcommitments affecting the financial position of the Company occurring between March 312017 and the date of this report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return for the financial year 2016-17 as prescribed in the FormMGT-9 is given in the Annexure – 1 forming part of this Report.

SUBSIDIARY COMPANY

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and the Companies Act 2013 a consolidated financial statements presented by theCompany in this report include the financial results of the subsidiary company dulyaudited by the statutory auditors. The said statement has been prepared pursuant toSection 129(3) read with Rule 5 of Companies (Accounts) Rules 2014 and in accordance withthe relevant accounting standards as prescribed under the Companies Act 2013. Thestatement in Form AOC-1 is annexed with this report as Annexure – 2.

In terms of provisions of Section 136 of the Companies Act 2013 the Company shallplace separate audited accounts of the subsidiary companies on its website atwww.lpsindia.com. The Company will make available physical copies of these documents uponrequest by any Members of the Company.

These documents shall also be available for inspection at the registered office of theCompany during business hours upto the date of ensuing Annual General Meeting.

PARTICULARS OF CONTRACTS OR

ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT2013

All the related party transactions which were repetitive in nature entered onarm’s length basis in the ordinary course of business and compliance with Section 188(1) of the Companies Act 2013 read with rules made there under Regulation 23 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and other applicableprovisions of the Law. The Company has also sold land to Universal Precision Screw whereDirectors of your company are partners which was non-repetitive nature related partytransaction in compliance with provisions of the Law. All Related party transactions werepresented to the Audit Committee and the Board for approval.

Omnibus approval was obtained for all the related party transactions which wererepetitive. The Related Party Transactions Policy as approved by the Board was uploadedon the Company’s website pursuant to Regulation 46 of the SEBI (LODR) Regulations2015 at the web link: http://www.lpsindia.com. The information relating to particulars ofcontracts or arrangements with related party prepared under Section 188(1) of theCompanies Act 2013 read with Rule 8(2) of Companies (Accounts) Rule 2014 is annexed withthis Report in Form AOC-2 as Annexure – 3.

TRANSFER TO THE INVESTOR

EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act 2013 the unclaimed dividend relating tothe financial year 2009-10 is due for remittance on 29.09.2017 to the Investor Educationand Protection Fund established by the Central Government.

DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V OF THE COMPANIES ACT 2013

(a) Accepted during the year

Your Company has not accepted any deposits during the year within the meaning ofSection 2(31) read with Section 73 of the Companies Act 2013 and as such no amount ofprincipal or interest was outstanding as on the date of the Balance Sheet. However theCompany has outstanding deposits of Rs.7 crores at the time of commencement of newCompanies Act i.e. 01.04.2014. The Company had filed petition before the Hon’bleCompany Law Board (CLB) for extension of the repayment of period of deposits beyond31.03.2015. Consequent to the petition filed with CLB for extension of deposits periodbeyond 31.03.2015 the Hon’ble CLB at the hearing take place on 30.06.2015 havepassed order for extension of period of deposit as per the original repayment schedule forwhich the deposits were raised. However the terms and conditions of the extension was notcomplied. On a petition filed by the Depositors before the Hon’ble Company law Boardthe CLB passed another order dated 18.04.2016 for further extension of time for repaymentsof deposits based upon settlement deed dated 12.02.2016 between the Company andDepositors which the company again failed to comply with.

The outstanding balance of deposits in violation of Section 76 of the Companies Act2013 as on 31.03.2017 amounts to Rs. 48055000/-.

(b) Remaining unpaid or unclaimed as at the end of the year: None

(c) Whether there has been any default in repayment of deposits or payment of interestthereon during the year: Yes however the same was regularized between parties throughSettlement Deed dated February 12 2016 and which was approved by CLB vide order dated18/04/2016 which the company again failed to comply with.

(d) Details of deposit which are not in compliance with the requirement of Chapter V ofthe Act: The Company has taken advances from customers amounting to Rs.22150242/-having balance outstanding for more than 365 days. In terms of Rule 2(1)(xii)(a) suchadvances are liable to be treated as deposits read together with section 73 of theCompanies Act 2013 and hence the Company is in violation of the same.

The outstanding balance of deposits in violation of Section 76 of the Companies Act2013 as on 31.03.2017 amounts to Rs. 48055000/-. This matter is under litigation inPunjab & Haryana High Court.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGISTRARS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE –NONE

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS

A strong internal control culture is prevalent in the Company. A formalized system ofinternal controls facilitates effective compliance with Section 134 (5) (e) of theCompanies Act 2013 read with Regulation 18 of the SEBI (Listing Obligations andDisclosure Obligations) Regulations 2015. The Internal Auditor monitors the compliancewith the objective of providing to the Audit Committee and the Board of Directors anindependent and reasonable assurance on the adequacy and effectiveness of theorganization’s governance processes.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) and all other applicable provisions if any of theCompanies Act 2013 and in accordance with the Accounting Standards AS 21 AS 23 and AS27 issued by "The Institute of Chartered Accountants of India" the Company hasalso included as part of this Annual Report the Audited Consolidated Financial Statementsof its subsidiary Company Indian Fasteners Limited its associate companies J.C. FastenersLimited Hanumat Wire Udyog Private Limited and Lakshmi Extrusion Limited for thefinancial year 2016-17.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR

I. Retirement by rotation

In accordance with the Articles of Association of the Company and relevant provisionsof the Companies Act 2013 Mr. Dinesh Kumar Jain (DIN: 00066363) and Smt. Sushila DeviJain (DIN:00150952) are liable to retire by rotation at the ensuing 48th Annual GeneralMeeting and being eligible offer themselves for reappointment. The Board recommends theirre-appointment.

II. Appointment

During the year the following Independent Directors were appointed as Additional(Independent) Directors by the Board in the category of the Independent Directors tocomply with the requirement of Regulation 17 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015:-

1. Dr. Sushant Umre (DIN: 01240077) with effect from 28.05.2016.

2. Mr. Indradip Banerjee (DIN: 02232916) with effect from 28.05.2016.

3. Mr. Ravi Shankar Sharma (DIN: 07564995) with effect from 05.11.2016.

4. Mr. Bijendra Singh (DIN: 00099116) with effect from 05.11.2016.

5. Mr. Madhav Roy (DIN: 05018263) with effect from 05.11.2016.

6. Mr. Kailash Sarup Bhatnagar (DIN: 07652637) with effect from 14.11.2016.

7. Mr. Saumitra Choudhury (DIN: 07671014) with effect from 30.12.2016.

Further the above said Additional (independent) Directors from Sr. No.3 to 7 wereappointed as Independent Directors by the Members in their ExtraOrdinary General Meetingheld on 14.04.2017.

III. Cessation

During the year the following Independent Directors were resigned:-

1. Mr. Rakesh Puri (DIN: 07068559) with effect from 29.06.2016.

2. Dr. Sushant Umre (DIN: 01240077) with effect from 29.06.2016.

3. Mr. Indradip Banerjee (DIN: 02232916) with effect from 30.06.2016.

4. Mr. Bhuwan Kumar Chaturvedi (DIN: 07068559) with effect from 31.08.2016.

5. Mr. Ramesh Chandra Jain (DIN: 07068559) with effect from 07.09.2016.

The Board placed on record its appreciation for the valuable services rendered by theabove said Directors.

Iv. Key Managerial Personnel (Kmp)

Mr. Lalit Kumar Jain Chairman & Managing Director Mr. Dinesh Kumar Jain ViceChairman & Managing Director Mr. Vijay Kumar Jain Joint Managing Director Mr.Santosh Kumar Sharma Company Secretary and Mr. Kanai Lal Ghorui Chief Financial Officerare working/ appointed as KMP.

None of the Directors of the Company is disqualified under Section 164(2) of theCompanies Act 2013.

CREDIT RATING

The Company has been assigned credit rating as ‘B+ Stable and downgraded’ byBrickwork Ratings India Private Limited on the basis of financial statements for thefinancial year 2015-16.

COMPANIES WHICH BECAME OR

CEASED TO BE ITS SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES :

M/s. LPS Bossard Information Systems Private Limited Joint venture of the Company isunder liquidation the payment of Rs. 2160823 was received from Liquidator of theCompany on April 16 2016 towards disposal of entire investment of 49% due to operation oflaw and the Final Report in Form no. 156 was submitted to the Hon’ble Delhi HighCourt by the Liquidator of the Company.

AUDITORS AND THEIR REPORT

M/s. B.M. Chatrath & Co. LLP LLPIN: AAJ-0682 (formerly known M/s. B.M. Chatrath& Co. FRN301011E) Chartered Accountants Noida; were appointed as Statutory Auditorsof the Company by the members in their Extra- Ordinary General Meeting held 14.04.2017 tofill the casual vacancy in the office of Auditors until the conclusion of the ensuing 48thAnnual General Meeting. The said appointment of Statutory Auditors in casual vacancyarouse due to resignation of M/s. V.R. Bansal Chartered Accountants.

The appointment of Statutory Auditors for fresh term of 5 years was recommended by theAudit Committee and the Board of Directors respectively in their meeting held on June 202017 subject to the approval of the Members in the ensuing 48th Annual General Meeting tobe held on 29.09.2017 until the conclusion of 53rd

Annual General Meeting. The said appointment of the Company’s statutory auditorsneeds to be ratified at the every ensuing Annual General Meeting till their tenure ofappointment subject to being eligible offers themselves for reappointment. The Company hasreceived a certificate from the auditors to the effect that their re-appointment if madewould be in accordance with the provisions of Section 141 of the Companies Act 2013 andwho has subjected itself to the peer review process of Institute of Chartered Accountantsof India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI.

Auditor’s report and Impact on Auditors Report along with Managementestimate/response on impact on the comments/ qualification by the Statutory Auditor areannexed to this report immediately after Statutory Auditors Report.

COST AUDITOR’S AND THEIR REPORT

M/s. HMVN & Associates the Company’s Cost Auditors were appointed for the year2017-18 and the Company has received certificate from the Cost Auditors to the effect thattheir appointment is in accordance with the provisions of Section 141 of the CompaniesAct 2013.

The Company has given necessary intimation to Central Government for the approval ofsuch appointment in Form CRA-2 in terms of the applicable provisions of the Companies Act2013 and rules made there under. In terms of the requirements of General CircularNo.15/2011 dated 11th April 2011 issued by the Ministry of Corporate Affairs Governmentof India following are the brief particulars w.r.t. Cost Auditors & Cost AuditReports:

FINANCIAL YEAR NAME OF THE COST AUDITOR DUE DATE OF FILING THE COST AUDIT REPORT ACTUAL DATE OF FILING THE COST AUDIT REPORT
2012-13 27.09.2013 26.09.2013
2013-14 27.09.2014 09.09.2014
2014-15 M/s .HMVN & Associates 27.09.2015 22.09.2015
2015-16 27.09.2016 23.02.2017
2016-17 27.09.2017 Under process

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) AND 149(7)

The Independent directors have submitted their Annual disclosure under the provisionsSection 149(6) and 149(7) of the Companies Act 2013 as well as Regulation 16 of SEBI(LODR) Regulations 2015 to the Board of Directors in their meeting held on May 30 2017that they fulfil all the requirements as to quality for their appointment as anIndependent Director

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDINGCRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTORAND OTHER MATTERS AS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT 2013 ANDREGULATION 19 (4) READ WITH PART D OFTHE SEBI (LODR) REGULATIONS 2015 (ERSTWHILE CLAUSE49B (5) OF THE LISTING AGREEMENT).

The Company has formulated a Nomination and Remuneration Policy pursuant to as per Annexure– 4. The same is uploaded on the Company’s website pursuant to Regulation 46of the SEBI (LODR) Regulations 2015 at the web link: http://lpsindia.com/remuneration-policy.pdf. Details are provided in Corporate Governance Report.

SECRETARIAL AUDIT AND APPOINTMENT OF THE SECRETARIAL AUDITOR’S

The Company has appointed M/s. RMG & Associates Company Secretaries to hold theoffice of the Secretarial Auditors and to conduct the Secretarial Audit for the financialyear 2016-17.The Secretarial Audit Report in this regard is being attached as Annexure– 5 to this Report and Management reply on the comments/ observations by theSecretarial Auditor are annexed to this report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 – NONE

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FORTHECOMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK IF ANY WHICH IN THE OPINIONOF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

1. In line with the regulatory requirements the Company has formally framed a RiskManagement Policy to identify and assess the key risk areas and monitor the same. TheBoard periodically reviews the risks and suggests steps to be taken to control the risks.

2. Vigil Mechanism

A fair and transparent work culture has been core to the Company. To meet thisobjective the Company had laid down the Vigil Mechanism Policy which was approved by theAudit Committee and Board on 29.05.2014. The policy has been posted at the Company’swebsite at http://lpsindia.com/vigil-mechanism.pdf

INSURANCE AND RISK MANAGEMENT

During the Financial Year 2016-17 the assets of the Company were adequately insuredagainst the loss of fire and earthquake. In addition to this coverage a statutory publicliability insurance policy has been taken to cover by Company for providing against thepublic liability arising out of industrial accident for employees working in plants. Theprovision of Risk Management under Regulation 21 of the SEBI (LODR) Regulations 2015 isnot applicable on the Company; however the Company has constituted Risk ManagementCommittee of the Board. Presently the Audit Committee of the Company in its meetingsregularly reviewing the various Risk and advising the Management of the Company for takingnecessary steps for mitigating the Risk.

CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGY ABSORPTIONS AND FOREIGNEXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy research & developmenttechnology absorption and foreign exchange earnings and outgo pursuant to Section134(3)(m) of the Companies Act 2013 read with Rule 8(3) of Companies (Accounts) Rules2014 is given as per Annexure – 6 and forms part of the Board’s Report.

STATEMENT OF FORMAL ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND OF ITSCOMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the Companies Act 2013 and Regulation 17 (10) of the SEBI (LODR)Regulations 2015 during the year Nomination and Remuneration Committee laid down theevaluation criteria for performance evaluation of all the directors in consonance withBoard Evaluation Policy of the Company which is available at weblink of http://lpsindia.com/Board-Evaluation-Policy.pdf.

The evaluation of Independent Directors was carried out by the entire Board and that ofthe Chairman and non-independent Directors by the independent Directors.

This exercise was carried out through structured evaluation process covering variousaspects of the Board such as composition of the Board/ Committees experiencecompetencies performance of specific duties etc. Separate exercise was carried out toevaluate the performance of individual directors including the Chairman who wereevaluated on the parameters such as attendance contribution at the meeting independentjudgment etc. and was found to be satisfactory.

HEALTH SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all the applicable environmental laws and labour laws.

QUALITY MANAGEMENT SYSTEM a) Company has been continuing its efforts towards ongoingimplementation and stabilization of TQM practices through total employee involvement.

b) Company has retained the accreditation of its Quality Health and Safety ManagementSystems in line with ISO 9001:2008 TS 16949:2009 ISO 14001:2004 and OHSAS 18001:2007.

c) Company has also retained the accreditation of its quality systems for AviationIndustries requirements in line with AS 9100C NADCAP for Heat treatment facility and NABLcertification for the Laboratory and Standards Room.

Benefits derived as a result from the above efforts are continuous improvement inproductivity quality delivery and cost.

CUSTOMER FOCUSED APPROACH

Company is open in receiving customer view points and welcomes them to visit thepremises. A number of esteemed OEM customers visited the Company site to see our processand system. They appreciated Company’s efforts in maintaining and continuouslyupgrading the process and systems.

EMPLOYEES’ STOCK OPTION PLAN

Your Company had not provided any employee stock option.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place a Prevention of Sexual Harassment of Women at WorkplacePolicy in line with the requirement of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

Composition of LPS’s Internal Complaint Committee (ICC): 1. Ms. Sandhya -Presiding officer 2. Ms. Pallavi Jain.-Member 3. Mr. Parvesh Kadian - Independent Member4. Mr. Ajit Kumar- Member

ICC’s Report on the complaints as on December 31 2016: a) Number of complaintreceived during year : NIL b) Number of complaint disposed off : NIL c) Number of casespending for more than 90 days: NIL d) Number of workshop or training programme organizedagainst sexual harassment : NIL e) Nature of action taken if any by the Company : NOTAPPLICABLE

DISCLOSURE AS REQUIRED UNDER SUB RULE 2 OF RULE 5 OF COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

In accordance with the Companies Act 2013 read and Rules made there under the namesof top ten employees in terms of remuneration drawn and the particulars of employees whoare drawing remuneration in excess of the limits of Rs. 1.02 crores p.a. or Rs. 8.50 lakhsp.m. are given in the Annexure – 7 forming part of this Report.

LISTING AND CONFIRMATION OF FEE

The securities of your Company are listed at The Bombay Stock Exchange Limited (BSE)and The National Stock Exchange of India Limited (NSE).

The Annual Listing fees for the year 2017-18 have not been paid to the Stock Exchangestill date. The Company has not paid the annual custody fee for the year 2017-18 to thedepository namely Central Depository Services (India) Limited (CDSL). The Shares of theCompany are compulsorily tradable in dematerialized form.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors confirm that:a. In the preparation of the Annual Accounts for the financial year ended 31st March2017 the applicable accounting standards have been followed along with proper explanationrelating to material departures; b. Appropriate accounting policies have been selected andapplied them consistently and made judgement and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of your Company at the end ofthe financial year and of the profit/ (loss) of the Company for the year under review; c.Proper and sufficient care for the maintenance of adequate accounting records forsafeguarding the assets of your Company and for preventing and detecting fraud and otherirregularities; d. The Annual Accounts on a ‘going concern’ basis; and e.Internal financial controls to be followed by the Company and that such internal financecontrols are adequate and were operating effectively.

"Internal financial controls" means the policies and procedures adopted bythe Company for ensuring the orderly and efficient conduct of its business includingadherence to Company’s policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information; f. Proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

DETAILS OF FRAUD IF ANY REPORTED BY THE AUDITORS

No instances of fraud was reported by the Statutory Auditors of the Company underSection 143 (12) during the financial year 2016-17.

NUMBER OF MEETINGS OF THE BOARD

It is stated in and forms part of Corporate Governance Report in Annexure - 8.

CORPORATE SOCIAL RESPONSIBILITY

The Company has vide resolution dated 29.05.2014 constituted a Corporate SocialResponsibility Committee of the Board. As the net worth turnover and (loss) of theCompany as on March 31 2014 were Rs.74.81 Crores Rs.348.94 Crores and Rs.28.62 Croresrespectively i.e. below the prescribed limits. However considering the profit of the lastfinancial years the net profit of the Company was Rs.7.37 crores in the financial year2011-12 i.e. exceeding the limit of Rs.5 crores. Though the Company has constituted theCommittee but the spending of CSR activity is not applicable as there was loss in thefinancial year 2016-17. And there is loss on the basis of average net profit/ loss of theCompany for last three financial years. The Company does not required to spent any moneyduring current year. The Company has framed a CSR policy in compliance with the provisionsof the Companies Act 2013 and the same is placed on the Company’s website i.e.www.lpsindia.com. The CSR committee confirms that the implementation and monitoring of CSRpolicy is in compliance with CSR objectives and policy of the Company.

The Corporate Social Responsibility (CSR) Committee was reconstituted on 05.11.2016which comprises of one Executive Director and two Non-Executive Independent Directors. Mr.Lalit Kumar Jain is the Chairman of the Committee the other members are Mr. Madhav Royand Mr. Bijendra Singh.

RIGHT OF MEMBER TO COPIES OF AUDITED FINANCIAL STATEMENT

Having regard to the provisions of the first proviso to Section 136(1) of the Act theannual report is being sent to the members of the Company. The said information isavailable at the website of the Company and is available for inspection at the registeredoffice of the Company during working hours and any member interested in obtaining suchinformation may write to be Company Secretary and the same will be furnished on request.

DISCLOSURES RELATED TO REMUNERATION OF DIRECTORS AND KMPS a. Ratio of Remunerationof each Director to median remuneration of employees

• Ratio of remuneration of Mr. Lalit Kumar Jain to median remuneration ofemployees during the Financial Year 2016-17 was 28.12:1.

• Ratio of remuneration of Mr. Vijay Kumar Jain to median remuneration ofemployees during the Financial Year 2016-17 was 26.89:1.

Note: (Mr. Dinesh Kumar Jain Vice Chairman & Managing Director had forgone hissalary during the year 2016-17 therefore no median of remuneration to employees wascalclated.)

b. Percentage increase in remuneration of each Director and KMP

S. NO. NAME & DESIGNATION % INCREASE IN REMUNERATION IN FINANCIAL YEAR 2016-17
01. Mr. Lalit Kumar Jain CMD NIL
02. Mr. Dinesh Kumar Jain VCMD NIL
03. Mr. Vijay Kumar Jain JMD NIL
04. Mr. Santosh Kumar Sharma Company Secretary NIL
05. Mr. Kanai Lal Ghorui CFO NIL

c. Percentage increase in the median remuneration of employees

No increment was made during the year 2016-17 therefore the percentage increase in themedian remuneration of employees in the Financial Year 2016-17 is not applicable.

d. No. of employees of the Company

As on 31st March 2017 your Company had 954 permanent employees on the rolls of theCompany. The same does not include contractual employees.

e. Average percentage increase already made in the salaries of employee of other thanthe managerial personnel in the Financial Year 2016-17 and justification thereof andexceptional circumstances for increase in the managerial remuneration if any

PARTICULARS FINANCIAL YEAR 2016-17 COMMENTS
Average percentage increase in the salaries of employee other than Managerial Personnel No increment was made. Annual general increased
Average percentage Increase in salary of Managerial Personnel NIL No increase was given to any managerial personnel during Financial Year 2016-17.

f. Policy compliance affirmation

YThe remuneration to Directors and KMP is as per the remuneration policy of theCompany.

HUMAN RESOURCE DEVELOPMENT

Your Company’s Human Resource Management focus continues to be in making availablea talent pool for meeting challenges in the competitive market place which isincreasingly becoming tougher. Development plans have been drawn up for key managers toshoulder higher responsibilities as well as to increase their job effectiveness. YourCompany always encourages young personnel with their ideas and views. Management is easilyaccessible to the employees and their problems are attended to promptly. The employer– employee relations remained cordial at all the plants of the Company and peacefulthroughout the year.

SECRETARIAL STANDARD

The Company has complied with the Secretarial Standard issued by the Institute ofCompanies Secretaries of India which were made applicable with effect from 01.07.2015.

CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance Practices following to theguidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company hasimplemented all of its stipulations as applicable to the Company.

The Report on Corporate Governance stipulated under Regulation 27 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 Annexed as Annexure– 8 and forming part of the Board’s Report.

The requisite Certificate from the Auditors of the Company confirming compliance withthe conditions of Corporate Governance as stipulated under Regulation 34 read with ClauseE of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is attached in this annual report and forming part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the overwhelming co-operation andassistance received from the Company’s esteemed Shareholders valued CustomersSuppliers Business Associates Bankers Vendors various Financial Institutions theState and Central Government Bodies Auditors and Legal Advisors for their valuablecontribution and continued support and to all the persons who reposed faith and trust inCompany.

Your Directors also place on record their appreciation for the committed servicesrendered by all employees and our colleagues at all levels without whose wholeheartedefforts the overall performance of the Company would not have been possible. YourDirectors also appreciate and value the contribution made by every member of the LPSfamily across the world.

Your support as shareholders is greatly valued.

Your Directors thank you and look forward to the future with confidence.

For and on behalf of the Board of Directors
SD/-
LALIT KUMAR JAIN
PLACE: ROHTAK Chairman & Managing Director
DATED: JUNE 20 2017 DIN: 00061293