The Members of
Lasa Supergenerics Limited
Your Board of Directors are pleased to share with you the Business Performance undereach of its strategic pillars along with the audited financial statements for thefinancial year ended March 312018
|Particular ||Amount ||' in Lakhs) |
|As at Year end ||March ||March |
|312018 ||312017 |
|Income from operations ||24583.88 ||21822.92 |
|Other Income ||348.66 ||217.41 |
|Total Income ||24932.54 ||22040.33 |
|Expenditure ||20458.20 ||17270.44 |
|Profit/ (Loss) before Depreciation Interest and Tax ||4474.34 ||4769.89 |
|Less: Depreciation ||1816.66 ||768.81 |
|Profit/ (loss) before Interest and Tax ||2657.68 ||4001.08 |
|Less: financial Charges ||1134.35 ||1167.72 |
|Profit/ (Loss) Before Extraordinary Items & Tax ||1523.33 ||2833.37 |
|Less: Exceptional Items || ||2619.10 |
|Add Excess Depreciation due to change in Depreciation method from WDV to SLM. || || |
|Less: (Excess)/ Short Tax Provision || ||2.71 |
|Less: Provision for Taxation ||316.33 || |
|Add : Deferred Tax ||(26.99) ||(24.68) |
|Profit / (Loss) After Tax ||1233.99 ||236.24 |
|Add: Prior Period Income /(Expenditure) (Net) ||- ||- |
|Add: Other Comprehensive Income ||(1.42) ||(1.13) |
|Profit / (Loss) for the Year ||1232.58 ||235.11 |
0 PERFORMANCE REVIEW
Your company's performance in the current Financial Year in terms of total incomestood at ' 24932.54 Lakhs as compared to ' 22040.33 Lakhs in the previous year.
PROFIT / LOSS BEFORE TAX
Your Company's Profit before Tax for the current year was ' 1523.33 Lakhs as against '214.26 Lakhs in the previous year.
PROFIT / (LOSS) AFTER TAX
Your Company's Profit after Tax for the current year was ' 1233.99 Lakhs as against '236.24 Lakhs in the previous year.
Company has earned net revenue growth of over 18.39% and increase in overall profit byover 400%.
A detailed discussion of operations for the year ended March 31 2018 is provided inthe Management Discussion and Analysis Report which is presented in a separate sectionforming part of this Annual Report.
0 RIGHT ISSUE:
The Board of Directors at its meeting held on January 06 2018 had approved Rightsissue subject to receipt of necessary approvals from statutory regulatory and otherauthorities as applicable in accordance with the provisions
of the companies Act 2013 Securities and Exchange Board of India (Issue of Capitaland Disclosure Requirements) Regulations 2009 and other applicable laws. the Board ofDirectors also formed 'Fund Raising Committee' to decide on issue terms rightsentitlement fractional entitlements timing of issue appointment of variousintermediaries or any other matter incidental thereto and to make any applications to theregulatory authorities as may be required.
0 SHARE CAPITAL
The movement of Equity Capital is as under:
|Particulars ||No. of Equity Shares |
|Equity Capital as on April 12017 ||50000 |
|Increase/ Decrease during the year on May 2 ||2236445 |
|2017 || |
|On June 14 2017 ||20578004 |
|Equity Capital as on March 312018 ||22864449 |
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.
After the Scheme of Arrangement the Company allotted the Shares in the Ratio of 1Fully paid Equity Share against each share held in Omkar Speciality Chemicals Limited ason record date.
No disclosure is required under Section 67(3)(c) of the Companies Act 2013("Act") in respect of voting rights not exercised directly by the employees orKey Managerial Personnel of the company as the provisions of this Section are notapplicable.
0 TRANSFER TO RESERVES
Your companies do not propose to transfer any amount to General Reserve out of theamount available for appropriations and an amount of ' 1233.99 lakhs is proposed to beretained in the Profit and Loss A/c.
0 FINANCIAL LIQUIDITY
As at March 31 2018 your Company had liquid assets of ' 263.48 Lakhs as against '116.23 Lakhs 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 and as such no amount of principal or interest was outstanding as on theBalance Sheet date. The company has no deposit which is not in compliance with theprovisions of chapter V of the Act and as the companies (Acceptance of Deposit) Rules2014.
0 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 Regulations 2015")are given in the notes to the Financial Statements.
0 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.
0 COMPOSITE SCHEME OF ARRANGEMENT
During the year under review the Hon'ble National Company Law Tribunal Mumbai Benchhas passed the Order on April 13 2017 sanctioning the Scheme of Arrangement between OmkarSpeciality Chemicals Limited and Lasa Laboratory Private Limited and Urdhwa ChemicalsCompany Private Limited and Rishichem Research Limited and Desh Chemicals Private Limitedand Lasa Supergenerics Limited and their respective shareholders and creditors underSections 391 to 394 of the Companies Act 1956 / Sections 230 and 232 of the CompaniesAct 2013.
Certified true copy of the NCLT Order dated April 13 2017 was filed with the Registrarof Companies on effective date i.e May 02 2017
0 LISTING OF EQUITY SHARES
Equity Shares of your company was Listed on both the Stock exchanges i.e NSE and BSE onSeptember 212017^
0 RE-CLASSIFICATION OF CERTAIN PROMOTERS / PROMOTER GROUP
Reclassification of Certain Promoters/ Promoter group/ Entities was approved on April162018 by National Stock Exchange vide their letter bearing No. NSE/ LIST/44127 and BSEvide their letter bearing No.LIST/COMP/MI/7/2018-19 April 16 2018 approvedreclassification of certain Promoter's / Promoter group.
Subsequently below promoters / promoter group / entities were reclassified as public:
1) Mr. Pravin Shivdas Herlekar
2) Mr. Rishikesh Pravin Herlekar
3) M/S Omkar Speciality Chemicals Limited
4) M/S Svaks Biotech India Private Limited
0 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.
0 STATE OF COMPANY'S AFFAIRS
The Company is engaged in the business of manufacturing Trading producingprocessing preparing API pharmaceuticals drugs etc. There has been no change in thebusiness of the Company during the financial year ended March 312018.
In view of the planned business growth your Directors deem it proper to preserve theresources of the Company for its
activities and therefore do not propose any dividend for the Financial Year endedMarch 312018.
0 SHARE CAPITAL
The Authorised Share Capital of the Company is Rs.
35.00. 00.000/- (Rupees Thirty Five Crore only) divided into
3.50.00. 000 Equity Shares of Rs. 10/- each which is proposed to be increased by150000000 (Rupees fifteen Crore only) divided in to 15000000 equity Share of Rs.10/- each.
The Board of Directors Propose to members for approval of Increase in Authorised ShareCapital as mention in Resolution No 5 of annexed notice.
0 DIRECTORS AND KEY MANAGERIAL PERSONNEL
Followings are Directors and Key Managerial Personnel's and changes amongst them PostComposite Scheme of Amalgamation become effective:
1) Mr. Sumant Kharasambale (Whole Time Director w.e.f.
2) Mr. Shivanand Hegde (Whole Time Director w.e.f.
3) Mr. Vishnu Gupta (Whole Time Director w.e.f. 12.02.2018)
4) Mr. Mithun Jadhav (Whole Time Director w.e.f. 13.08.2018)
5) Mr. Ajay Sukhwani (Independent Director w.e.f.
6) Mr. Hardesh Tolani (Independent Director w.e.f.
7) Ms. Ekta Gurnasinghani (Independent Director w.e.f.
8) Ms. Manali Bhagtani (Independent Director w.e.f.
9) Mr. Hitesh Wadhwani (Company Secretary and Compliance Officer w.e.f. 02.05.2017)
10) Mr. Minesh Bhosle (Chief Financial Officer w.e.f.
11) Ms. Nidhi Kulshrestha (Company Secretary & Compliance Officer w.e.f 16.06.2018)
12) Mr. Ravi Shankar Kabra (Chief Financial Officer w.e.f.
1) Mr. Pravin Herlekar (Resigned w.e.f. 02.05.2017)
2) Mr. Rishikesh Herlekar (Resigned w.e.f. 02.05.2017)
3) Mr. Sumant Kharasambale (Resigned w.e.f. 16.06.2018)
4) Mr. Vishnu Gupta (Resigned w.e.f. 15.05.2018)*
5) Mr. Minesh Bhosle (Resigned w.e.f. 31.01.2018)
6) Mr. Hitesh Wadhwani(Resigned w.e.f 16.06.2018) *Appointment was not ratified by theShareholders of the company through postal ballot / e-voting.
0 FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of Regulation 25(7) of the Listing Regulations2015 the Company has put in place a Familiarisation Programme for the IndependentDirectors to familiarise them with the Company their roles rights responsibilities inthe Company nature of the industry in which the Company operates business model etc. Thedetails of the Familiarisation Programme conducted is included in Corporate Governancereport which forms a part of this report and are also available on the website of theCompany www. lasalabs.com
0 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.
0 COMMITTEE COMPOSITION
The details pertaining to composition of Committees are included in the CorporateGovernance Report which forms a part of this Report Annexure III
0 DECLARATION BY AN INDEPENDENT DIRECTOR
The Company has received declarations from all Independent directors of the companyconfirming that they fulfill 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").
0 NUMBER OF MEETINGS OF THE BOARD
During the year under review 16 (Sixteen) meetings of the Board of Directors were heldas required under the Act and SEBI Listing Regulations 2015. The details pertaining tothe composition terms of reference etc. of the Board of Directors of your company andthe meetings thereof held during the Financial Year are given in the Report on CorporateGovernance section forming part of this Annual Report Annexure III
0 POLICIES OF THE COMPANY
Following are the Policies which were formulated by the
Company and also available on the website of the company
1. CSR Policy
2. Sexual Harassment Policy
3. Policy governing transactions with Related Parties
4. Vigil Mechanism Policy
5. Nomination & Remuneration Policy
6. Code of Conduct Policy
7. Human Resource Policy
8. People Personnel Manual Policy
0 DIRECTORS RESPONSIBILITY STATEMENT The Director 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 312018 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.
0 REMUNERATION POLICY FOR DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES ANDCRITERIA 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. Thedetails of this policy are included in the Corporate Governance Report which forms a partof this Report
0 CONSOLIDATED FINANCIAL STATEMENTS
Not Applicable since company doesn't have any subsidiaries during the year.
0 INTERNAL FINANCIAL CONTROLS
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 and products and operation were found.
0 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 and forms anintegral part of the Directors' Report.
0 CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with the requirements of Section 135 of the Act read with the Companies(Corporate Social Responsibility
Policy) Rules 2014 the Board of Directors has constituted a Corporate SocialResponsibility (CSR) Committee. The details of membership of the Committee & themeeting held are detailed in the Corporate Governance Report forming part of this Report.The contents of the CSR Policy of the Company as approved by the Board on therecommendation of the CSR Committee is included in the Corporate Governance Report whichforms apart of this Report and also available on the website of the Company and can beaccessed at www.lasalabs. com
0 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Board has received disclosures from the Directors relating to the materialfinancial and commercial transactions where they and/ or their relatives have personalinterest. Related party transactions that were entered into during the financial year wereon arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Companies Act 2013. There were no materially significantrelated party transactions made by the Company during the year. The details oftransactions with related parties are given for information under notes to the accounts ofthe Balance Sheet as at March 312018.
0 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
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 at Notes of the Audited Financial Statements. The members are requested to referto the said note for details in this regards.
0 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 year The Ratio of theremuneration of each whole time Director and Key Managerial Personnel to the median ofemployees Remuneration as per Section 197(12) of the Companies Act 2013 read with rule 5of the Companies (Appointment & Remuneration of the management personnel) Rules2014forms part of this report as Annexure IV.
0 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. Periodic / Routine audits are conducted by such authorities for all approvedfacilities.
0 COMMITTEES OF THE BOARD:
Your company has eight (8) committees of the Board of Directors as on March 31 2018out of which 4 are statutory committees and other 4 are committees considering the need ofbest practices in corporate governance of the company.
The policy has been explained in detail in the corporate Governance Report which formsa part of this Report.
0 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.
0 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 a separate Annexure V to this report as Management's Discussion & Analysis.
0 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.
During the financial year ended March 312018 no complaint pertaining to sexualharassment was received by the Company.
0 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.
0 AUDITORS AND AUDITOR'S REPORT:
During the year under review Statutory Auditors M/s Shah & Kathariya CharteredAccountants resigned w.e.f. February 17 2018 stating their inability to continue as theAuditors of the Company due to their pre occupations.
The Board appointed M/s. Thanawala & Co. Chartered Accountants (Firm RegistrationNo. 110948W) as a statutory auditor to fill the casual vacancy.
The Board also appointed M/s. Ramanand & Associates Chartered Accountants as JointStatutory Auditors along with the existing Auditors of the Company on March 2018.
However their appointment was not ratified in the Postal Ballot reason being potentialconflict of interest between the auditors.
It is now proposed to appoint M/s Thanawala & Co. as Statutory Auditors of theCompany to hold office from the conclusion of ensuing Annual General Meeting till theconclusion of the Eighth Annual General Meeting to be held in the calendar year 2023 onsuch remuneration as agreed upon by the Board of Directors.
Further the Company has received certificate from the Statutory Auditors to the effectthat their appointment will be within the limits prescribed under the Companies Act 2013and that they are not disqualified for such appointment under the Companies Act 2013
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/s N.Ritesh & Associates cost Accountants Mumbai (Firm Regn. no.: 100675) as the costAuditor to audit the cost records of the company for Financial Year 2018-19.
The Company is seeking the ratification of the Shareholders for the Remuneration of M/sN. Ritesh & Associates Cost Auditors Mumbai (Firm Regn. no.: 100675) as the CostAccountant of the company for the Financial Year ending March 312019 vide item no. 7 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 ofthe company for the year ended March 31 2018. The Secretarial Audit Report for theFinancial Year ended March 31 2018 has been annexed to this Report as Annexure V andforms an integral part of this Report.
0 APPRECIATIONS AND ACKNOWLEDGEMENT:
Your Directors place on record their deep appreciation to all employees at all levelsfor their hard work dedication and commitment. The efforts of the employees enabled tothe company to remain an industry leader.
Your director would also like to acknowledge their excellent contribution by LASA toyour company in providing the latest innovations technological improvements and marketinginputs across almost all categories in which it operates. This has enabled the Company toprovide higher levels of consumer delight through continuous improvement in existingproducts and introduction of new products.
The Board places on record its appreciation for the support and cooperation yourcompany has been receiving from its suppliers distributors retailers and other personassociated with it as business partners. It will be your Company's endeavor to build andnurture strong links with the trade based on mutuality of benefits respect for andco-operation with each other consistent with consumer interests. Your Directors also takethis opportunity to thank all Shareholders Clients Vendors Banks Government andRegulatory Authorities and Stock Exchanges for their continued support.
For and on behalf of the Board of Directors of LASA SUPERGENERICS LIMITED
|Place: Mumbai ||SHIVANAND G. HEGDE WTD ||OMKAR P. HERLEKAR CMD |
|Date:13.08.2018 ||(DIN00185508) ||(DIN01587154) |