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LCC Infotech Ltd.

BSE: 532019 Sector: IT
NSE: LCCINFOTEC ISIN Code: INE938A01021
BSE 00:00 | 11 Jun 1.74 -0.03
(-1.69%)
OPEN

1.76

HIGH

1.80

LOW

1.71

NSE 00:00 | 11 Jun 1.80 0.05
(2.86%)
OPEN

1.80

HIGH

1.80

LOW

1.70

OPEN 1.76
PREVIOUS CLOSE 1.77
VOLUME 74924
52-Week high 5.70
52-Week low 1.18
P/E
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.76
CLOSE 1.77
VOLUME 74924
52-Week high 5.70
52-Week low 1.18
P/E
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

LCC Infotech Ltd. (LCCINFOTEC) - Director Report

Company director report

Dear Shareholders

Your Directors present the Thirty Fourth Annual Report together with the AuditedAccounts of your Company for the year ended 31st March 2020

1. FINANCIAL RESULTS

The performance of your Company for the financial year ended March 31 2020 issummarized below:

Amount in Lakhs (Rs.)

2019-20 2018-19
Profit/(Loss) before depreciation and Tax Expenses (A) 6.31 7.47
Less- Depreciation and amortization Expenses (B) (9.10) (9.10)
Profit/(Loss) before Tax (A-B) (2.79) (1.63)
Less-Tax Expenses for the year (C) - -
Less- Deferred tax expenses for the year (D) - -
Profit/(Loss) after Taxation (A-B)-(C)-(D) (I) (2.79) (1.63)
Less-Transfer to reserve (E) - -
Add-Amount Brought Forward (II) (633.20) (631.57)
Total (I-II) (635.99) (633.20)
Less- Deferred Tax (F) - -
Balance carried forward to Balance Sheet (I-II)-(F) (635.99) (633.20)

2. DIVIDEND:

Your Directors have not recommended any dividend for the year under review.

3. SHARE CAPITAL

The paid up Equity Share Capital was Rs.2531.87 lakh at the end of financial year on31.03.2020. The company has not issued fresh shares or any convertible instruments duringthe year under review.

4. BRIEF DESCRIPTION OF THE STATE OF COMPANY'S AFFAIRS:

LCC engaged in building skilled human capital and in enhancing workforce talent acrossthe country. The Company help the IT industry overcome its human resource challengestoday known among the country leading training companies. LCC offers training anddevelopment solutions to enterprises individuals and institutions.

The operational performance of the Company during the period under review wassatisfactory. We intend to achieve sustainable and profitable growth through ourconsistent efforts.

In the month February of FY2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to shut all economic activity. On March 24 2020 theGovernment of India ordered a nationwide lockdown for 21 days which further got extendedtill May 3 2020 to prevent community spread of COVID-19 in India resulting in significantreduction in economic activities. Considering the global health crises and the guidelineissued by the Government of India the Company immediately shifted focus to ensuring thehealth and well-being of all employees. Operations of the Company have been suspendedimmediately following the government guidelines. The operations of the Company were undercomplete suspension upto May 4 2020. With lifting of lockdown partially by the governmentwith guideline for starting commercial activities the operations of the Company wereresumed partially in compliance with Covid-19 guidelines.

The lockdown and suspension of commercial activities across the country hassignificantly affected fall the operations of the Company for approx 2 months.

5. MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on the Management Discussion and Analysis is attached as a part ofthe Annual Report as Annexure - VI.

6. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Companies Act 2013 regarding Corporate Social Responsibility are notapplicable to the company as its not falling under category described under section 135 ofCompanies Act 2013.

7. BUSINESS RISK MANAGEMENT

Your Company has adequate risk management procedures which are based upon businessenvironment operational controls and compliance procedures. The major risks are assessedthrough a systemic procedure of risk identification and classification. Risks areprioritized according to significance and likelihood. The business risk framework definesthe risk management approach across the enterprise at various levels includingdocumentation and reporting.

8. CHANGE IN THE NATURE OF BUSINESS IF ANY

There is no change in the nature of the business of the Company.

9. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a vigil mechanism policy for directors and employee to reportinstances and concerns about unethical behavior actual or suspected fraud or violation ofcompany code of conduct. The vigil mechanism is available on your company website viz.www.lccinfotech.in.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

During the year your Company has made Listing application of 22500000 equity shares toNSE which is under process with NSE and will be regularized in due course.

11. SUBSIDIARY COMPANY

Your company has only one Indian subsidiary named eLCC Info.Com Limited. Your parentcompany is holding 99.98% control over the subsidiary company. Your company is engaged inthe business of computer training computer education training in English etc. Pursuantto first provisions of section 129 (3) read with rule 5 of Companies (Accounts) Rules2014) Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures is enclosed herein report as"Annexure- III".

12. DIRECTORS KEY MANAGERIAL PERSONNEL AND COMMITTEES

The Board of Directors comprises of six directors as on March 31 2020. Three of themare non-executive and independent and one is executive woman director.

The composition of the board is as follows:

Name DIN Category
KIRTI LAKHOTIA 00057357 Executive / WTD/Managing Director and non rotational
SIDHARTH LAKHOTIA 00057511 Executive/WTD and Rotational Director
PRATIK LAKHOTIA 00057015 Executive/WTD and Rotational Director
KAMALJIT SINGH 00552381 Non executive /Independent Director and Non Rotational
RAJAT SHARMA 01576565 Non executive /Independent Director and Non Rotational
MAYUR P SHAH 01849708 Non executive /Independent Director and Non Rotational

In accordance with the provisions of Section 149(7) of the Companies Act 2013 theIndependent Directors have confirmed to the Company that they meets the criteria ofIndependence laid down in Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(the Listing Regulations).

Mr. Pratik Lakhotia (DIN: 00057015) who retires by rotation and being eligibleoffers himself for re-appointment. The resolution seeking approval of members forre-appointment of Mr. Pratik Lakhotia (DIN: 00057015) has been included in the Notice ofannual general meeting.

During the year the non-executive and independent directors of the Company had nopecuniary relationship or transactions with the Company.

The criteria for selection of Directors and remuneration policy are disclosed in theCorporate Governance section which forms part of this Annual Report.

The details of programs or familiarization training of Independent Directors with theCompany their roles right & responsibility nature of the Industry in which Companyoperates and related matters are available on the Company's website www.lccinfotech.in

Key Managerial Personnel

The following four persons were formally appointed as Key Managerial Personnel of theCompany in compliance with the provisions of Section 203 of the Companies Act 2013: a)Mrs. Kirti Lakhotia Managing Director b) Mr. Sidharth Lakhotia WTD & CEO c) Mr.Pratik Lakhotia Director & Chief Financial Officer (CFO) d) Mr. Vineet Jain CompanySecretary

13. MEETING

The Board of Director of your company met 6 times during the year to deliberate thevarious matters. The meetings were held on 29.05.2019 05.06.2019 14.08.2019 20.08.201914.11.2019 14.02.2020 and 16.03.2020. Further details on the Board of directors areprovided in the Corporate Governance Report forming part of this Report. The interveninggap between two consecutive meetings was within the limit prescribed under the CompaniesAct 2013.

14. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an Internal Control System Commensurate with the size of itsoperation. Internal Control System comprising of Policies and procedure are designed toensure sound management of your company's operation safekeeping of its assets optimalutilization of resources reliability of its financial information and compliance.

15. BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations the Directors havecarried out the annual performance evaluation of the Board Independent DirectorsNon-executive Directors Executive Directors Committees and the Chairman of the company.The evaluation framework for assessing the performance of Directors of your Companycomprises of contributions at the meetings strategic perspective or inputs regarding thegrowth and performance of your Company among others. This evaluation is led by theChairman of the Nomination and Remuneration Committee with specific focus on theperformance and effective functioning of the Board and its Committees. The performance ofthe Committees was evaluated by the Board after seeking inputs from the Committee Memberson the basis of the criteria such as the composition of Committees effectiveness ofCommittee meetings etc.

The report on performance evaluation of the Individual Directors was reviewed by theChairman of the Board and feedback was given to Directors.

16. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

17. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

The operations of the Company was shut w.e.f March 24 2020 for approx 2 months whichaffected the financial position of the Company occurred between the end of the financialyear and the date of this report.

18. AUDIT COMMITTEE

The committee comprise of Three directors all being independent Directors. As on March31 2020 the details are as under:

i. Mr. Kamaljit Singh - Chairman Non Executive and Independent director
ii. Rajat Sharma - Member Non Executive and Independent director
iii. Mayur P Shah - Member Non Executive and Independent director

19. NOMINATION AND REMUNERATION COMMITTEE

The committee consists of three directors all being independent directors. As on March31 2020 the details are as under:

i. Mr. Kamaljit Singh - Chairman Non Executive and Independent director
ii. Rajat Sharma - Member Non Executive and Independent director
iii. Mayur P Shah - Member Non Executive and Independent director

20. INDEPENDENT DIRECTORS

Independent Directors of your Company's Board have submitted declarations ofindependence to the effect that they meet the criteria of independence as provided inSection 149(6) of the Act and SEBI (LODR) regulations 2015.

A meeting of the Independent Directors was held on May 29 2019 inter alia to discussevaluation of the performance of Non-Independent Directors the Board as a wholeevaluation of the performance of the Chairman taking into account the Views of theExecutive and Non-Executive Directors and the evaluation of the quality content andtimelines of flow of Information between the management and the Board that is necessaryfor the Board to effectively and reasonably perform its duties

21. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act the Directors of your Companyhereby state and confirm:

a) in the preparation of the annual financial statements for the year ended March 312020 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b) the accounting policies as mentioned in Notes to the Financial Statements have beenselected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2020 and of the profit of the Company for the year ended on thatdate;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Accounts of your Company have been prepared on a going concern basis;

e) your Company has laid down internal financial controls and that such internalfinancial controls are adequate and were operating effectively;

f) your Company has devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively;

22. RELATED PARTY TRANSACTIONS

During the financial year your Company entered into related party transactions whichwere on an arm's length basis and in the ordinary course of business. There were nomaterial transactions with any related party as defined under Section 188 of the Act readwith the Companies (Meetings of Board and its Powers) Rules 2014. All related partytransactions were approved by the Audit Committee of your Company. The policy on RelatedParty Transactions as approved by the Board has been hosted on website of company viz.www.lccinfotech.in The details of transaction annexed as Annexure IV.

23. SECRETARIAL STANDARDS

The Directors state that the applicable mandatory Secretarial Standards i.e. SS - 1:Secretarial Standard on Meetings of the Board of Directors and SS - 2: SecretarialStandard on General Meetings issued by the Institute of Company Secretaries of India havebeen duly followed by the Company.

24. STATUTORY AUDITORS

M/s. Anil Malani & Associates Chartered Accountants (Firm Registration No.329096E) were appointed as a Statutory Auditors of the Company at the Annual GeneralMeeting of the Company held on December 29 2017. The first proviso to Section 139 of theCompanies Act 2013 which provided for the ratification of appointment of the StatutoryAuditors by the Members at every Annual General Meeting has been omitted by the CompaniesAmendment Act 2017 w.e.f 7 May 2018. Hence the appointment of Statutory Auditors shallcontinue to be valid till the conclusion of the 5 consecutive Annual general Meeting andno ratification of appointment of Statutory Auditor is required at the ensuing AGM.

The Company has received a certificate from the above Auditors to the effect that theirappointment is in accordance with the provisions of the Companies Act 2013. The auditorreport does not contain any observation.

25. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Miss Richa Shukla Practicing Company Secretaries with CP No. 15080 havingplace of business at 844/1 R.N.Tagore Road Kolkata-700077 as Secretarial Auditors of theCompany to undertake the secretarial audit of the company for the financial Year 2019-20.The Secretarial Audit Report is annexed herewith as 'Annexure -I'. The auditor report doesnot contain any observation.

26. INTERNAL AUDITORS

Ms. Monika Bhadani (Membership No. 304748) Chartered Accountant appointed as InternalAuditor to performs the duties of internal auditors of the company and their report isreviewed by the Audit Committee from time to time.

27. CORPORATE GOVERNANCE

Your company is committed to maintain good corporate governance practices and adhere tothe Corporate Governance requirements set out by the Securities and Exchange Board ofIndia (SEBI). The report on Corporate Governance as stipulated under the ListingRegulations forms an integral part of this Report. The requisite certificate from theAuditors of the Company confirming compliance with the conditions of Corporate Governanceis attached to the Report on Corporate Governance as Annexure -VI.

28. Statutory Policies/Codes In compliance with the various provisions of the Actand Listing Regulations the Company has the following policies: ‡

* Policy on Determination of Material Subsidiaries

* Policy on Determination of Materiality for disclosure ‡

* Policy on Related Party Transactions ‡

* Nomination and Remuneration Policy ‡

* Code of Conduct to Regulate Monitor and Trading by Designated Persons ‡

* Whistle Blower Policy ‡

* Coode of Conduct ‡

29. EXTRACT OF ANNUAL RETURN

In terms of the provisions of Section 92(3) of the Act read with the Companies(Management and Administration) Rules 2014 an extract of the Annual Return of yourCompany for the financial year ended 31st March 2020 is given in Annexure II tothis report.

30. LOANS GUARANTEES AND INVESTMENTS

The Company has not given any guarantee for loans taken by others from bank orfinancial institutions. The loans and advances made by the Company are detailed in Note ofthe Annual financial statements.

31. PUBLIC DEPOSITS

In terms of the provisions of Section 73 to 76 of the Act read with the relevant rulesmade thereunder your Company has not accepted any deposit from the public.

32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

There are no activities relating to conservation of energy and technology absorptionand also there were no foreign exchange earnings or outgo.

33. DISCLOSURE ON MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annual Report which forms part ofthis Report. ANNEXURE V.

34. CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statement pursuantto section 129(3) of the Companies Act 2013 and SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 and the same have been prepared in accordancewith the Accounting Standards prescribed by the Institute of Chartered Accountants ofIndia in this regard.

35. OTHER DISCLOSURES

* Your Company has not issued any shares with differential voting.

* There was no revision in the financial statements.

* Your Company did not issue any sweat equity shares.

* During the year your Company did not receive any complaints under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

36. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESS) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. The Company has set up InternalComplaint Committee (ICC) under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 along with its relevant Rules.

The Committee met once during the FY2020 on March 16 2020

No complaints have been received by the Committee during the FY 2019-2020.

37. CAUTIONARY STATEMENT

Statements in the Directors' Report and the Management Discussion and Analysisdescribing the Company's objectives projections estimates expectations or predictionsmay be "forward looking statements" within the meaning of applicable securitieslaws and regulations. Actual results performance or achievements may differ materiallyfrom those expressed in the statement. Important factors that could influence theCompany's operations high competition in IT industries relating to software training anddevelopment.

38. ACKNOWLEDGEMENT

Your Directors express their deep sense of gratitude to the banks financialinstitutions stakeholders business associates Central and State Governments for theirco-operation and support and look forward to their continued support in future. We thankour employees for their contribution to your Company's performance. We applaud them fortheir superior competence dedication and commitment.

For and on behalf of board
s/d s/d
Place: Kolkata Kirti Lakhotia Sidharth Lakhotia
Date: June 29 2020 Managing Dir. WTD
DIN 00057357 DIN 00057511