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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 26th Annual Report on thebusiness and operation of the Company together with the Audited Statements of Accounts ofthe Company for the year ended 31st March 2018.

FINANCIAL RESULTS:

The performance of the company for the FY ended March 31 2018 is summarized as below:

FINANCIAL RESULTS FOR THE YEAR ENDED 31.03.2018 FOR THE YEAR ENDED 31.03.2017
Profit/ (loss) before tax for the year (25317011.20) (6659962.20)
Less: Provision for Income Tax - -
Less: Provision of Tax for earlier years (including FBT) - -
Less: Provision for Deferred Tax (3438478.92) 3158072.89
Profit/ (loss) after tax for the year (21878532.28) (9818035.09)
Add: Previous Year’s Carry Over Balance 1028925799.56 1038743834.65
Profit/ (loss) carried forward to the next year 1007047267.29 1028925799.56

REVIEW OF OPERATION :

The Company’s gross income for the financial year ended 31st March 2018 was Rs.64502639.65 - and the Company incurred net loss during the period under review whichhas been Rs. (21878532.28). 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 31st March 2018.

TRANSFER TO RESERVES

For the financial year ended 31st March 2018 the Company had not transfer any sum toreserves.

CORPORATE GOVERNANCE

Your Company has been constantly reassessing itself with well-established CorporateGovernance practices as per requirements of Regulation 27 of the Listing Regulation. 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 underRegulation 27 of the Listing Regulation 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.

Mr. Anand Lakhotia has been resigned from the company w.e.f 14th October 2017 and

Ms Khusboo Sethia has been appointment as Company Secretary w.e.f 15.04.2018

A brief resume of the Directors retiring by rotation at the ensuing Annual GeneralMeeting nature of their expertise in specific functional areas and names of companies inwhich they hold directorship / membership / chairmanship of the Committees of the Boardas stipulated under Regulation 27 of the Listing Regulation is given in the CorporateGovernance.

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;

a) 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;

b) 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;

c) That they have prepared the Annual Accounts on a ‘Going Concern’ basis.

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

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

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 Regulation 27 of the Listing Regulation 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

M/s. P. D. Rungta & Co. Chartered Accountants hold office until the conclusion ofthe ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from M/s. P. D. Rungta & Co. to the effect thattheir appointment if made would be within the prescribed limits under section 139 of theCompanies Act 2013 and that they are not disqualified for such appointment within themeaning of the Companies Act 2013.

The Directors of the Company have ratifies the appointment of M/s. P. D. Rungta &Co. to be Statutory Auditors of the Company at the forthcoming Annual General Meetinguntil the conclusion of the Annual General Meeting (AGM) of the Company to be held for theyear 2018-2019 subject to ratification of the appointment at every AGM.

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 " the CompanySecretary in Practice in form MR-3 is enclosed as a part of this report in Annexure A.

HUMAN RESOURCES

The Company’s industrial relations continued to be harmonious during the periodunder review. The Human Resource function constantly endeavors on high performance. Yourcompany is 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 as requiredunder Section 92 of the Companies Act 2013 is enclosed as a part of the Report inAnnexure I.

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 as required 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:

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

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

(c) This is an ongoing exercise the benefit of which is available in the long run.

(d) Total energy consumption are as under:

2017-2018 2016-2017
Power & Fuel Consumption:
(i) Electricity Purchased
Units (in thousands) (KWH) -- --
Total Amount (`) -- --
Rate / Unit (`) -- --
(ii) Fuel Purchased
Quantity (In Ltrs.) -- --
Total Amount (`) -- --
Rate / Unit (`) -- --

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 Nil
Raw Materials
Travelling Expenses

RELATED PARTY TRANSACTIONS

All related party transactions entered into during FY 2017-2018 were on an arm''slength basis and in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Listing Regulations. Further there were notransactions with related parties which qualify as material transactions under the ListingRegulations. (Details of Related Party Transaction given in Note No. 25 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. However company fails to meet criteria ofIndependent Directors The constitution and other details of the Audit Committee are givenin 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 Whistleblower 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 co-operation 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 companyduring the year.

For and behalf of the Board of Directors
Ajay Kumar Jain Navin Kumar Jain
Date : 09.07.2018 Managing Director Director
Place : Kolkata Din : 00499309 Din : 00499139

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