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Lords Chemicals Ltd.

BSE: 530039 Sector: Industrials
NSE: N.A. ISIN Code: INE554C01014
BSE 05:30 | 01 Jan Lords Chemicals Ltd
NSE 05:30 | 01 Jan Lords Chemicals Ltd

Lords Chemicals Ltd. (LORDSCHEMICALS) - Director Report

Company director report

To

The Members

Your Directors have the pleasure in presenting herewith their 28th AnnualReport on the business and operation of the Company together with the Audited Statementsof Accounts of the Company for the year ended 31stMarch 2020.

FINANCIAL RESULTS

The performance of the company for the FY ended March 31 2020 is summarized as below:

FINANCIAL RESULTS FOR THE YEAR ENDED 31.03.2020 FOR THE YEAR ENDED 31.03.2019
Profit/ (loss) before tax for the year (13833135.52) (2830500.36)
Less: Provision for Income Tax - -
Less: Provision of Tax for earlier years (including FBT) - -
Less: Provision for Deferred Tax 61836.69 620213.38
Profit/ (loss) after tax for the year (13771298.83) (3450713.64)
Add: Previous Year's Carry Over Balance 1003596553.65 1007047267.29
Less: Balance Written Off 207523264.38 -
Profit/ (loss) carried forward to the next year 782301990.44 1003596553.65

REVIEW OF OPERATION

The Company's gross income for the financial year ended 31st March 2020 wasRs. 1163007.93 and the Company incurred net loss during the period under review whichhas been Rs. (13771298.83). Your Directors are continuously looking for avenues forfuture growth of the Company.

DIVIDEND

Due to losses in the previous year your directors do not recommend any dividend forfinancial year ended 31s tMarch 2020.

TRANSFER TO RESERVES

For the financial year ended 31st March 2020 the Company had not transferany sum to reserves.

DEPOSIT

Your Company has not accepted any deposits from the public for the year under reviewwithin the meaning the Companies Act 2013.

CORPORATE GOVERNANCE

Your Company has been constantly reassessing itself with well-established CorporateGovernance practices as per requirements of Clause 49 of the Listing Agreement. YourDirectors re- affirms their commitment to the Corporate Governance Report as prescribed bySecurities & Exchange Board of India (SEBI). A Certificate from the Practicing CompanySecretary co compliance with conditions of Corporate Governance as stipulated underClause 49 of the Listing Agreement is enclosed to this Report.

DIRECTORS AND KMP'S

The following changes have taken place in the Board of Directors for the year underreview:

In terms of the provision of the Companies Act 2013 Mr. Ajay Kumar Jain Director ofthe Company retire by rotation and being eligible to offer himself for re-appointment atthe ensuing Annual General Meeting. Your Board recommends his appointment. A brief resumeof the Directors retiring by rotation at the ensuing Annual General Meeting nature oftheir expertise in specific functional areas and names of companies in which they holddirectorship / membership / chairmanship of the Committees of the Board as stipulatedunder Clause 49 of the Listing Agreement is given in the Corporate Governance.

Mr. Arun Kumar has resigned from the post of Company Secretary w.e.f. 17.07.2019. Mrs.Rashmi Narsaria has been appointed as Company Secretary with effect from 01.11.2019 inplace of Mr. Arun Kumar.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm:

i) That in the preparation of the Annual Accounts the applicable accounting standards(INDAS) had been followed;

ii) That they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theLoss of the Company for that period;

iii) That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) That they have prepared the Annual Accounts on a ‘Going Concern' basis.

v) That they have laid down internal financial controls in the Company that areadequate and were operating effectively.

vi) That they have devised proper systems to ensure compliance with the provisions ofall applicable laws and these are adequate and are operating effectively.

NUMBER OF MEETINGS OF THE BOARD

Five (5) Meetings of the Board were held during the year. For details of the Meetingsof the Board please refer to the Corporate Governance Report which forms part of thisreport.

JOINT VENTURE AND SUBSIDIARY COMPANY

During the year under review the company does not have any joint venture or subsidiarycompany.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussions and Analysis Report forms an integral part of the DirectorsReport as stipulated under Clause 49 of the Listing Agreement and forms part of thisAnnual Report. The report provides strategic direction and more detailed analysis on theperformance of business and its outlook.

AUDITORS

i) Statutory Auditors

According to the provisions of Section 139 142 of the Companies Act 2013 and otherapplicable provisions if any of the said Act and Companies (Audit and Auditors) Rules2014 (including any statutory modifications or re-enactment thereof for the time being inforce) S. Gattani & Co Chartered Accountants having Firm Registration No: 326788Ebased at Kolkata were appointed as statutory auditors of the Company for a period of 5years commencing from the conclusion of the Annual General Meeting held on 31.12.2020 tillthe conclusion of the Annual General Meeting to be held in the year 2025 i.e. for thefinancial years 2020-2021 to 2024-2025 subject to ratification by the shareholders atevery subsequent AGM. In this regard the Company has received a certificate from theauditors to the effect that if they are reappointed it would be in accordance with theprovisions of Section 141 of the Companies Act 2013.

ii) Secretarial Auditor

According to the provisions of Section 204 of the Companies Act 2013 read with Section179(3)(k) read with Rule 8(4) of the Companies (Meeting of Board and its Powers) Rules2014 the Secretarial Audit Report submitted by "KSN & COMPANY " theCompany

Secretary in Practice in form MR-3 is enclosed as a part of this report in AnnexureA.

HUMAN RESOURCES

The Company's industrial relations continued to be harmonious during the period underreview. The Human Resource function constantly endeavors on high performance. Your companyis continuing its emphasis on training and alignment.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company's policy on prevention of sexual harassment of women provides for theprotection of women employees at the workplace and for prevention and redressal of suchcomplaints. There were no complaints pending for the redressal at the beginning of theyear and no complaints received during the financial year.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 asrequired under Section 92 of the Companies Act 2013 is enclosed as a part of the Reportin

Annexure B.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under provisions of conservation of energy and technologyabsorption as specified under section 134(3)(m) of the Companies Act 2013 read with rule8 of the Companies (Accounts) Rules 2014 are as follows: Statutory information asrequired under the Companies Act 2013.

A. Conservation of Energy

The energy conservation measures undertaken by the Company ensure savings in energycosts improving operational efficiency. There are no specific additional investments orproposed investments for reduction of consumption of energy since the primary investmentsdecisions are always taken in such a way that energy is spent to the minimum level. Theefficiency of energy utilization is closely monitored to attain a high level of effectiveconservation. Some of the measures adopted by the Company are mentioned below:

The boilers are run by Husk and it has saved substantial cost.

(a) The plant has optimized the process energy balance and facilitated overall energyconservations in plant operation.

(b) This is an on-going exercise the benefit of which is available in the long run.

(c) Total energy consumption are as under:

2019-20 2018-19
Power & Fuel Consumption:
(i) Electricity Purchased
Units (in thousands) (KWH) -- --
Total Amount (Rs.) -- --
Rate / Unit (Rs.) -- --
(ii) Fuel Purchased
Quantity (In Ltrs.) -- --
Total Amount (Rs.) -- --
Rate / Unit (Rs.) -- --

B. Technology Absorption

(i) The plant is being run by continuous Rotary Kiln capacity.

(ii) No technology has been imported by your Company during the last 5 years.

C. Foreign Exchange Earnings & Outgo

(Amount in Rs.)

(a) Foreign Exchange Earnings
(i)F.O.B value of Exports Nil
(b) Foreign Exchange Outgo
(i) C.I.F value of Import Raw materials Nil
(ii) Travelling Expenses Nil

RELATED PARTY TRANSACTIONS

All related party transactions entered into during FY 2019-2020 were on an arm's lengthbasis and in the ordinary course of business and were in compliance with the applicableprovisions of the Act and the Listing Regulations. Further there were no transactionswith related parties which qualify as material transactions under the ListingRegulations.(Details of Related Party Transaction given in Note No.24 of the FinancialStatement).Accordingly the disclosure of related party transactions as required underSection 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company.

AUDIT COMMITTEE

The Audit Committee of the Board has been constituted in terms of Listing Regulationsand Section 177 of the Companies Act 2013. The constitution and other details of theAudit Committee are given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of corporate social responsibility as specified under section 135 of theCompanies Act 2013 has no significance for the Company.

BOARD EVALUATION

As per the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Board has carried out the annual evaluationof its own performance and of each of the Directors individually including theindependent directors as well as the working of its committees.

INTERNAL FINANCIAL CONTROL FOR FINANCIAL STATEMENTS

Internal financial control systems of the Company are commensurate with its size andthe nature of its operations. These have been designed to provide reasonable assurancewith regard to recording and providing reliable financial and operational informationcomplying with applicable accounting standards and relevant statutes safeguarding assetsfrom unauthorised use executing transactions with proper authorisation and ensuringcompliance of corporate policies. The Company has a well-defined delegation of authoritylimits for approving revenue as well as expenditures. Processes for formulating andreviewing annual and long-term business plans have been laid down.

REMUNERATION POLICY

The Company has reassessing Remuneration Policy for the Directors KMP and otheremployees pursuant to the provisions of the Companies Act 2013 and the ListingRegulations.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part of this report. Further the Report and the Accounts arebeing sent to the members excluding the aforesaid statement. In terms of Section 136 ofthe Act the said statement is open for inspection at the Registered Office of yourCompany. Any members interested in obtaining such particulars may write to the CompanySecretary at the Registered Office of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle-blower Policy to provide a formal mechanism to theDirectors employees and its stakeholders to report their concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's Code of Conduct orEthics Policy. The policy provides for adequate safeguards against victimisation ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. It is affirmed that no personnel of the Company have been deniedaccess to the Audit Committee.

LOANS GURANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS TRIBUNAL IMPACTING THECOMPANY'S GOING CONCERN STATUS & OPERATIONS IN FUTURE

During the period under review no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in the future.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation of the cooperation andassistance received from shareholders bankers regulatory bodies and other businessconstituents.

Your Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by the Company's executives staff and workers of the company duringthe year.

For and behalf of the Board of Directors
Ajay Kumar Jain Navin Kumar Jain
Date: 14th November 2020 Managing Director Director
Place: Kolkata Din: 00499309 Din: 00499139

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