The members of
Lasa supergenerics limited
Your board of directors are pleased to share with you the business performance alongwith the audited financial statements for the financial year ended march 31 2019.
|Particular || |
Amount (Rs in lakhs)
| ||March 312019 ||March 312018 |
|Income from operations ||16957.30 ||24583.88 |
|Other income ||411.69 ||341.36 |
|Total income ||17368.99 ||24925.24 |
|Expenditure ||15846.30 ||20450.90 |
|Profit/ (loss) before depreciation interest and tax ||1522.69 ||4474.34 |
|Less: depreciation ||1930.85 ||1816.66 |
|Profit/ (loss) before interest and tax ||(408.16) ||2657.68 |
|Less: financial charges ||1202.12 ||1134.35 |
|Profit/ (loss) before extraordinary items & tax ||(1610.28) ||1523.33 |
|Less: exceptional items ||- ||- |
|Add excess depreciation due to change in depreciation method from wdv to slm. ||- ||- |
|Less: (excess)/ short tax provision ||60.95 ||- |
|Less: provision for taxation ||- ||316.33 |
|Add : deferred tax income / (expenditure) ||(468.17) ||(26.99) |
|Profit / (loss) after tax ||(1203.06) ||1233.99 |
|Add: prior period income /(expenditure) (net) ||- ||- |
|Add: other comprehensive income ||(1.25) ||(1.42) |
|Profit / (loss) for the year ||(1204.31) ||1232.58 |
Note: figures of previous year have been regrouped / reclassified wherever necessaryto confirm to this periods classification.
> results of operations:
The total revenue from operations for the year ended march 31 2019 was ' 16957.30lakhs as compared to ' 24583.88 lakhs for the year under review your company hasreported earnings before interest depreciation and tax of '1522.69 lakhs compared to'4474.34 lakhs in the previous year top line and margins of the company are relativelylower due to raw material prices and other factors.
> rights issue:
Board of directors based on the recommendation of fund raising committee reviewed anddiscussed proposed rights issues status and decided to withdraw the same in their meetingheld on august 12 2019 decision was taken collectively taking into consideration manyfactors including but not limited to eroded market capital of the company &corresponding authorized capital and overall market condition which was not favorable.
> changes in share capital:
The movement of share capital:
|Particulars ||No of shares ||Amount in ' |
|Authorized share capital as on april 01 2018 ||35000000 ||350000000 |
|Increase ||15000000 ||150000000 |
|Authorized share capital as on march 31 2019 ||50000000 ||500000000 |
Your company has only one class of equity shares and it has neither issued shares withdifferential rights as to dividend voting or otherwise nor issued shares (including sweatequity shares) to the employees or directors of the company under any scheme.
> transfer to reserves:
Your company do not propose to transfer any amount to general reserve out of the totalamount available for appropriation.
> financial liquidity:
As at march 31 2019 your company had liquid assets of '268.5 lakhs as against ' 263.48lakhs at the previous year end.
Your company maintains sufficient cash reserves to meet its operations and strategicobjectives
Your company has not accepted any deposits from public within the purview of section 73& 74 of the act read with companies (acceptance of deposits) rules 2014 during thisfinancial year ended march 2019 and as such no amount of principal or interest wasoutstanding as of the balance sheet date. The company has no deposit which is not incompliance with the provisions of chapter v of the act and as the companies (acceptance ofdeposit) rules 2014.
> particulars of loans guarantee or investments u/s 186:
Details of loans guarantees and investments covered under the provisions of section186 of the act and schedule of the sebi (listing obligation and disclosure requirements)regulations 2015 (hereinafter referred to as "sebi listing regulations2015")are given in the notes to the financial statements.
> material changes and commitment:
Except as disclosed elsewhere in the report there have been no material changes incommitment between the ends of financial year to which this financial statement relates onthe date of this report.
> related party transaction:
In line with the requirements of the companies act 2013 and listing regulations yourcompany has formulated a policy on related party transactions which is also available onthe company's website at www.lasalabs.com . The policy intends to ensure that properreporting compliance and disclosure process are in place for all transactions between thecompany and related parties.
All related party transactions are placed before the audit committee for review andapproval. Prior omnibus approval is obtained for related party transactions which are ofrepetitive nature and / or entered in the ordinary course of business and are at arm'slength.
> state of company's affairs:
The company is engaged in the business of manufacturing trading producingprocessing preparing treating chemicals api pharmaceuticals drugs etc. There is nochange in the business of the company during the financial year ended march 31 2019.
Since your company is relatively young and based on planned business growth to meetexigencies your directors deem it proper to preserve the resources of the company for itsactivities and therefore do not propose any dividend for the financial year ended march31 2019.
> share capital:
The authorised share capital of the company is '
50.00. 00.000/- (rupees fifty crore only) divided into
5.00. 00.000 equity shares of ' 10/- each which increased by 150000000 (rupeesfifteen crore only) divided in to
1.50.00. 000 equity share of ' 10/- each in financial year 2018-19
> DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Following are directors and key managerial personnel's and changes among them duringthe year under review:
1. Mr. Mithun mohan jadhav~
2. Ms. Nidhi kulshrestha (company secretary & compliance officer)@
3. Mr. Ravi shankar kabra (chief financial officer)* *appointed w.e.f.13.08.2018
@appointed w.e.f. 16.06.2018
~ appointed as whole time director and factory occupier w.e.f august 13 2018
1) mr. Sumant kharasambale whole-time director#
2) mr. Vishnu gupta additional director.*
3) mr. Hitesh wadhwani company secretary and compliance officer. #
#resigned w.e.f 16.06.2018
*appointment as whole time director not ratified by shareholders of the company throughpostal ballot / e-voting dated 15.05.2018.
> FAMILIARISATION PROGRAMME FOR THE INDEPENDENT
In compliance with the requirements of regulation 25(7) of the listing regulations2015 the company has put in place a familiarization programme for independent directorsto familiarize them with the company their roles rights responsibilities in thecompany nature of the industry in which the company operates business model etc. Thedetails of the familiarization programme conducted are available on the website of thecompany www.lasalabs.com .
> evaluation of performance of the board its committees and individual director:
During the year the evaluation of the annual performance of individual directorsincluding the chairman of the company and independent directors board and committees ofthe board was carried out under the provisions of the act and relevant rules and thecorporate governance requirements as prescribed under regulation 17 of listingregulations 2015 and the circular issued by sebi dated january 5 2017 with respect toguidance note on board evaluation. The nomination and remuneration committee had approvedthe indicative criteria for the evaluation based on the sebi guidance note on boardevaluation.
The chairman of the company interacted with each director individually for evaluationof performance of the individual directors.
In a separate meeting of independent directors performance of non independentdirectors and performance of the board as a whole was evaluated. Further they alsoevaluated the performance of the chairman of the company taking into account the views ofthe executive directors and nonexecutive directors.
The performance of the board was evaluated after seeking inputs from all the directorson the basis of various criteria such as structure and diversity of the board experienceof director strategy and performance evaluation secretarial support evaluation of riskevaluation of performance of the management and feedback independence of the managementfrom the board etc. The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of criteria such as mandate andcomposition effectiveness of the committee structure of the committee and meetingsindependence of the committee from the board and contribution to decisions of the board.The nomination and remuneration committee reviewed the performance of the individualdirectors on the basis of the criteria such as knowledge and competency fulfillment offunctions availability and attendance initiative integrity contribution and commitmentindependence independent views and judgment etc.
> committee composition:
The details pertaining to composition of committees are included in the corporategovernance report which forms a part of this report. Annexure iii
> human resources:
Our company recognizes that employees are the most valuable resource and endeavors toenable its employees to meet business requirements while meeting their career aspirations.The human resource agenda continues to support the business in achieving sustainable andresponsible growth by building the right capabilities in the organization. It continues tofocus on progressive employee relations policies and building a high-performance culturewith a growth mind-set where employees are engaged productive and efficient.
Our company has in place duly approved ppm (personnel policy manual) indicating rolesand responsibilities of human force in the company.
> declaration by an independent director:
The company has received declarations from all independent directors of the companyconfirming that they with the criteria of independence as prescribed under sub-section (6)of section 149 of the act and as per sebi (listing obligations and disclosurerequirements) regulations 2015 ("listing regulations 2015").
> number of meetings of the board:
The board of directors of the company met 7 (seven) times during the financial year.The details of board meetings are provided in the corporate governance report which formspart of this report. Annexure iii
> policies of the company:
Following are the policies which are formulated by the company and also available onthe website of the company.
sexual harassment policy
governing transactions with related parties policy
whistle blower policy
nomination & remuneration policy
human resource policy
code of conduct policy
overlay succession policy
> directors responsibility statement:
The directors confirm that:
In terms of provisions of section 134(3) (c) and section 134(5) of the companies actthe board of directors to the best of their knowledge and ability in respect of thefinancial year ended march 31 2019 confirm that:
A) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
B) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for that period;
C) they had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;
D) they had prepared the annual accounts on a going concern basis; and
E) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
> remuneration policy for directors key managerial personnel and other employeesand criteria for appointment of directors:
The board of directors has framed a policy which lays down a framework in relation toremuneration of directors key managerial personnel and senior management of the company.This policy also lays down criteria for selection and appointment of board members.Corporate governance report which forms a part of this report. Annexure iii
> consolidated financial statements:
Not applicable since your company do not have any subsidiary during the year underreview.
> internal financial controls system and their adequacy:
The company has in place well defined and adequate internal financial controlframework. During the year under review such controls were tested and no materialweaknesses in their design products and operation were found.
> extract of annual return:
The details forming part of the extract of the annual return in form mgt-9 as requiredunder section 92(3) of the act read with rule 12(1) of the companies (management andadministration) rules 2014 is included in this report as annexure i forms an integralpart of the directors' report.
> corporate social responsibility (csr):
The corporate social responsibility committee has formulated and recommended to theboard a corporate social responsibility policy (csr policy) indicating the activities tobe undertaken by the company which has been approved by the board.
The company has identified the areas for csr activities which are in accordance withschedule vii of the companies act 2013 some of which are health and social welfarepromotion of education environment sustainability employment enhancing vocational skillsand employee engagement activities. The report on csr activities as required undercompanies (corporate social responsibility policy) rules 2014 is set out as which forms apart of this annual report. The policy is available on the website of the company.Www.lasalabs.com .
> conservation of energy technology absorption foreign exchange earnings andoutgo:
The provisions relating to energy conservation and technology absorption have beenadhered to the extent applicable to the company. The company makes all efforts towards theconservation of energy and ensures safety.
The particulars as prescribed under section 134(3) (m) of the act read with rule 8(3)of the companies (accounts) rules 2014 relating to conservation of energy technologyabsorption is provided in annexure ii which forms the part of this report.
The details of foreign exchange earnings and outgo during the year under review areprovided under notes of the audited financial statements. The members are requested torefer to the said note for details in this regards.
> particulars of employees:
There were no employees drawing remuneration in excess of the limits prescribed undersection 196 and 197 of the companies act 2013 read with companies (appointment andremuneration of managerial personnel) rules 2014 during the financial year the ratio ofthe remuneration of each whole-time director and key managerial personnel to the median ofemployee remuneration as per section197 (12) of the companies act 2013 read with rule 5 ofthe companies (appointment & remuneration of the management personnel) rules 2014forms part of this report as annexure iv.
> regulatory approvals:
The relevant regulations and policies as prescribed by the government of india andother regulatory bodies have been duly complied with by your company.
Our manufacturing facilities are monitored and approved by various regulatoryauthorities. Periodically the fda mpcb etc. Your company has halal and gmp certificate.Such authority conducts routine audits of all approved facilities.
> committees of the board:
Your company has eight (8) committees of the board of directors as on march 31 2019out of which 4 are statutory committees and other 4 are committees considering the need ofbest practices in corporate governance of the company.
Details included in the corporate governance report annexure iii.
nomination and remuneration committee
stakeholders relationship committee
corporate social responsibility committee other committees:
fund raising committee
> secretarial audit report:
Pursuant to section 204 of companies act 2013 and rules made thereunder a secretarialaudit report for the financial year 2018-19 in form mr-3 given by m/s shivam sharma &associates practicing company secretary is attached as annexure- v forms part of thisreport.
Further the secretarial auditor report does not contain any qualification reservationand adverse marks.
> corporate governance report:
A detailed report on corporate governance and certificate of the auditors of thecompany regarding compliance of the conditions of corporate governance as stipulated inpart c of schedule v of the listing regulations 2015 are enclosed as a separate sectionand forms a part of this report under annexure iii.
> management discussion and analysis:
Pursuant to regulation 34 read with schedule v of the sebi listing regulations 2015detailed review of operations performance and future outlook of the company is coveredunder management's discussion & analysis which forms a part of this report.
> prevention of sexual harassment at workplace:
Your company strongly believes in providing a safe and harassment free workplace foreach and every individual working for the company through various interventions andpractices. It is the continuous endeavor of the management of the company to create andprovide an environment to all its employees that is free from discrimination andharassment including sexual harassment. The company has adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofthe sexual harassment of women at workplace (prevention prohibition and redressal) act2013 and the rules thereunder. The company arranged various interactive awarenessworkshops in this regard for the employees in the manufacturing sites r & d set ups& corporate office during the financial year your company have also appointedexternal member in the committee dealing in prevention of sexual harassment.
During the financial year ended march 31 2019 no complaint pertaining to sexualharassment was received by the company.
> vigil mechanism policy:
The company has devised an effective vigil mechanism for stakeholders includingdirectors shareholders employees to report concerns about unethical behavior actual orsuspected fraud or violation of the company's code of conduct or ethics policy to freelycommunicate their concerns about illegal or unethical practices. The policy has beenexplained in detail in the website of company i.e. Www.lasalabs.com
> patents :
Patents which belongs to your company are follows:
|Sr. No description ||Patent no |
|1 nitroxynil ||311538 |
|2 closantel ||301999 |
|3 cyromazine ||297903 |
|4 fenbendazole ||303541 |
Lasa supergenerics ltd.
Logo accepted for registration by trademark registry in the name of lasa supergenericsltd.
> details of significant and material orders passed by the regulators or courts ortribunals:
There are no significant and material orders passed by the regulators or court ortribunal which would impact the going concern status of the company in financial year2018-19
> succession planning:
The company has succession plan in place for orderly succession for appointments toboard and to senior management.
> auditors and auditor's report:
As per the requirement of central government and pursuant to section 148 of the actread with the companies (cost records and audit) rules 2014 as amended from time to timeyour company has been carrying out audit of cost records every year.
The board of directors on the recommendation of audit committee has appointed m/sritesh & associates cost accountants mumbai (firm regn. No.: 100675) as the costauditor to audit the cost records of the company for financial year 2019-20.
The company is seeking the approval of the shareholders for the remuneration of m/s n.Ritesh & associates cost auditors mumbai (firm regn. No.: 100675) as the costaccountant of the company for the financial year ending march 31 2020 vide item no. 3 ofthe notice of agm.
Pursuant to the provisions of section 204 of the act and the companies (appointment andremuneration of managerial personnel) rules 2014 the board of directors of the companyhad appointed m/s shivam sharma & associates practicing company secretary (m. No:a35727 cp. No: 16658) to undertake the secretarial audit of the company for the yearended march 31 2019. The secretarial audit report for the financial year ended march 312019 has been annexed to this report as annexure v and forms an integral part of thisreport.
M/s thanawala & company charted accountants (firm registration no. 110948w) thestatutory auditor of the company were appointed by the shareholders meeting held onseptember 25 2018 for a period of five years i.e upto 2022 . Pursuant to companiesamendment act 2017 their appointment is not subject to annual rectification at the agm.
Accordingly notice does not contain proposal for ratification of their appointment.
The auditors' report does not contain any qualification reservation or adverse remark.Independent auditors report annexed which forms part of this report.
> secretarial standards:
The company is in compliance with applicable secretarial standards issued by theinstitute of company secretaries of india
> details of fraud if any reported by the auditors:
There have been no instances of fraud reported by auditors pursuant to section 143(12)of the companies act 2013.
> annual secretarial compliance report:
The company has undertaken an audit for the financial year 2018-19 for all applicablecompliances as per securities and exchange board of india regulations and circulars /guidelines issued thereunder.
The annual secretarial compliance report submitted by your company to the stockexchanges is provided under the corporate governance report annexure iii which forms partof this report.
> appreciations and acknowledgement:
The board wish to express their appreciation for the continued co-operation of thegovernment of india governments of various states in india bankers financialinstitutions shareholders customers dealers suppliers for their valuable assistance.The directors also wish to thank all the employees for their contribution support andcontinued commitment throughout the year.
|For and on behalf of the board of directors of |
|Lasa supergenerics limited |
| ||Shivanand g. ||Omkar p. |
| ||Hegde ||Herlekar |
|Place: mumbai ||Director ||Director |
|Date: august29 2019 ||(din 00185508) ||(din 01587154) |