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Lotus Chocolate Company Ltd.

BSE: 523475 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE026D01011
BSE 00:00 | 25 Sep 16.80 -0.35
(-2.04%)
OPEN

16.80

HIGH

17.25

LOW

15.20

NSE 05:30 | 01 Jan Lotus Chocolate Company Ltd
OPEN 16.80
PREVIOUS CLOSE 17.15
VOLUME 1588
52-Week high 19.70
52-Week low 9.35
P/E 1680.00
Mkt Cap.(Rs cr) 22
Buy Price 16.80
Buy Qty 155.00
Sell Price 17.25
Sell Qty 42.00
OPEN 16.80
CLOSE 17.15
VOLUME 1588
52-Week high 19.70
52-Week low 9.35
P/E 1680.00
Mkt Cap.(Rs cr) 22
Buy Price 16.80
Buy Qty 155.00
Sell Price 17.25
Sell Qty 42.00

Lotus Chocolate Company Ltd. (LOTUSCHOCOLATE) - Director Report

Company director report

Dear Member(s)

Your Directors have pleasure in presenting the 30th Annual Report of yourCompany and the Audited Financial statements for the Financial Year ended on 31stMarch 2019 together with Auditors' Report thereon.

FINANCIAL RESULTS:

The performance of the Company during the year has been as under:

Particulars Year ended on 31.03.2019 Year ended on 31.03.2018
(In Rupees) (In Rupees)
Revenue from Operations 656858287 569167167
Other Income 703214 226436
Less: Expenses 645470208 556801415
Profit/(Loss) before Taxation 12091294 12592188
Less: Tax Expense
Current Tax

(1239895)

-

Deferred Tax 3299183
Profit/Loss after Tax 13331189 9293005
Other comprehensive Income (74189) -
Gain/loss on Foreign Exchange - 371414
Balance Profit/(Loss) C/F to the Next Year 13257000 9664419

During the year under review your company has achieved the total turnover of '656858287/- as compared to Turnover of ' 569167167/- during the last financial yeari.e. around 15% increase in turnover as against last Financial Year registering a totalprofit of ' 13257000/- as compared to the loss amounting to ' 9664419/- in previousyear.

TRANSFER TO RESERVES:

The profit registered in the Financial Year 2018-19 amounting to ' 13257000/- hasbeen transferred to General Reserve.

FIXED DEPOSITS:

The Company has not accepted or invited any Deposits and consequently no deposit hasmatured / become due for re-payment as on 31st March 2019.

DIRECTORS:

Shri. Peraje Ananth Pai director of the company will retire by rotation at the ensuing30th Annual General Meeting and being eligible offers himself forre-appointment as mentioned in Item 2 of Notice annexed to this Report.

Further the Board recommends re-appointment of Shri. Subramanya Ram Ganpath as WholeTime Director of the Company at this Annual General Meeting as mentioned in item no. 3 ofthe Notice annexed to this Report.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015the Board has carried out performance evaluation taking into consideration of variousaspects of the Board's functioning composition of Board and its Committees executionand performance of specific duties obligations and governance. The Performance evaluationof Independent Directors was completed. The Performance evaluation of Chairman and theNon-Independent Directors was carried out by the Independent Directors. The Board ofDirectors expressed their satisfaction with evaluation process.

DIVIDEND:

The Board of Directors of your company have not recommended any dividend for thefinancial year 2018-19.

SECRETARIAL STANDARDS:

The Directors and senior management state that applicable Secretarial Standards i.e.SS-1 and SS-2 relating to 'Meetings of the Board of Directors' and 'General Meetings'respectively have been duly complied by the Company.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy which lays down a framework in relation to selection appointment andremuneration to Directors Key Managerial Personnel and Senior Management of the Company.An extract from the Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

During the financial year 06(Six) Board Meetings and 04(Four) Audit Committee Meetingswere convened and held. The details of which are given in the Corporate Governance Report.The intervening gap between the meetings was within the period of 120 days as prescribedunder the Companies Act 2013 and SEBI (LODR) Regulations 2015.

PARTICULARS OF LOANS GUARANTEES OR 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.

SHARE CAPITAL:

The Company has issued 7396600 @ 10% Redeemable Cumulative Preference shares toPromoters in the year 1998 which were due for redemption on 10.08.2018. Due to mountinglosses and liquidity crunch the Company was unable to pay any Dividend to PreferenceShareholders till date. The financial condition of the company continued to deteriorateresulting in negative net worth and mounting debts. The Board believes that there is noalternative to the above proposal and it would serve the long term interests of theCompany and the Shareholders and concluded to approach the Preference Shareholders forextension of redemption of shares and vary the nature and terms and conditions of theshares. Thereafter in a General Meeting held on 18th June 2018 by specialresolution members had approved the fresh issue of 7396600-

10% Redeemable Cumulative Preference shares of ' 10/- each for redemption period of 10years in lieu of old 10 % Redeemable Cumulative Preference shares on the same terms andconditions as per earlier issue.

Further in accordance with Sections 55(3) and 110 of the Companies Act 2013corresponding rules thereof to execute the above fresh issue the company had filed apetition to Hon'ble National Company Law Tribunal(NCLT) Hyderabad Bench after approvalfrom shareholders and the same has been acknowledged by the Hon'ble Tribunal. On 19thJuly 2019 the Tribunal approved the Petition and passed Order to issue and allot fresh7396600-10% Redeemable Cumulative Preference Shares of ' 10/- each for a redemptionperiod of 10 Years in lieu of old 10% Redeemable Cumulative Preference Shares due forredemption on 10.08.2018 on the same term as per earlier issue.

Except above there is no change in the Share Capital of the Company during the yearunder review.

LISTING OF EQUITY SHARES:

The Company's equity shares are listed on the following Stock Exchanges:

(i) BSE Limited Phiroze JeeJeebhoy Towers Dalal Street Mumbai - 400 001Maharashtra India; and

The Company has paid the Annual Listing Fees to the said Stock Exchanges for theFinancial Year 2019-20.

RELATED PARTY TRANSACTIONS

During the year under review your Company has entered into transactions with relatedparties the details of said transactions are provided in Notes to the Audited Accountsfor the year 2018-19 as appended to this report.

All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business. There are no such transactions madeby the Company with Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at large. AllRelated Party Transactions are placed before the Audit Committee and also the Board forapproval where ever required. Prior omnibus approval of the Audit Committee is obtainedfor the transactions which are of a foreseeable and repetitive nature. A statement givingdetails of all related party transactions entered into pursuant to the omnibus approval sogranted are placed before the Audit Committee and the Board of Directors on a quarterlybasis. The Company has developed a Policy on Related Party Transactions for the purpose ofidentification and monitoring of such transactions. The policy on Related PartyTransactions as approved by the Board is uploaded on the Company's website.

The particulars of contracts and arrangements with related parties for the year2018-19 in Form AOC-2 is annexed as "Annexure-I" to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

There are no significant and material orders passed by the Regulators/ Courts thatwould impact the going concern status of the Company and its future operations.

On 19th July 2019 Hon'ble National Company Law Tribunal(NCLT) HyderabadBench approved the Petition filed by the company and passed the order to issue and allotfresh 7396600-10% Redeemable Cumulative Preference Shares of ' 10/- each for aredemption period of 10 Years in lieu of old 10% Redeemable Cumulative Preference Sharesdue for redemption on 10.08.2018 on the same term as per earlier issue.

STATUTORY AUDITORS

M/s. VDNR & Associates Statutory Auditors of the Company was appointed in 28thAnnual General meeting of the Company for a period of Five years i.e. from the conclusionof 28th Annual General Meeting till the conclusion of 32nd AnnualGeneral Meeting to be held in the year 2022. In accordance with section 40 of theCompanies Amendment Act 2017 which omits the requirement of ratification of Appointmentof Statutory Auditors in every subsequent Annual General Meeting as stipulated undersection 139 of the Companies Act 2013. Therefore M/s. VDNR & Associates CharteredAccountants(Firm Regn No: 011251S) will continue to be the Statutory Auditors of theCompany.

SECRETARIAL AUDITOR

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 Mrs. Rakhi Agarwal Company Secretary in Whole Time Practice to undertake theSecretarial Audit of the Company for the Financial Year 2018-19. The Secretarial AuditReport in form MR-3 is annexed to this report as "Annexure-N".

The Secretarial Audit Report does not contain any qualifications reservation oradverse remarks.

INTERNAL AUDITORS

M/s. Vasanth Pai & Co. Chartered Accountants Hyderabad performs the duties ofinternal auditors of the Company and their report is reviewed by the Audit Committee fromtime to time.

ISO 9001:22000 CERTIFICATION

Your Company continues to hold ISO 9001-2008 Certification by meeting all therequirements of Certification from time to time.

FSSC CERTIFICATION

Your company's manufacturing factory located at Nastipur Village Hathnoora MandalSangareddy District has been certified to the version of FSSC 22000:2010 (Food SafetyStandard Certification by TUV NORD). This Certification indicates our commitment in asustainable manner in meeting global quality environment health and safety standards.This is a milestone in our quest for quality.

HALAL CERTIFICATION: HIW22490213

During the year under review your company is certified as Halal Certified Companyafter meeting with all the audits and/or Standards as required under the HalalCertification process and Shariah (Islamic) Board Guidelines it indicates that theManufacturing process of the products of our company contains permitted ingredientstherefore is lawful for Muslim consumption as well.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated underSEBI (LODR) Regulations 2015 with the stock exchanges is presented in a separate sectionforming part of the Annual Report.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with theCode of Corporate Governance enunciated in Regulation 27(2) of the SEBI ListingRegulations 2015 with the Stock Exchanges.

A separate report on Corporate Governance practices followed by the Company togetherwith a Certificate from the Auditors confirming compliances forms an integral part of thisReport.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as per the provisions of Section 92 of the Companies Act2013 and Rule 12 of Companies (Management and Administration) Rules 2014 in Form MGT-9 isenclosed as Annexure - III to this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

The Board of your company has laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and operatingeffectively. Your company has adopted policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

RISK MANAGEMENT

The Board of the Company has formed a Risk Management Committee to frame implement andmonitor the risk management policy/plan for the Company and ensuring its effectiveness.The Risk Management Committee oversees the Risk Management process including riskidentification impact assessment effective implementation of the mitigation plans andrisk reporting. The Audit Committee has additional oversight in the area of financialrisks and controls. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. The developmentand implementation of risk management policy has been covered in the management discussionand analysis which forms part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy establishing vigil mechanism toprovide a formal mechanism to the Directors and employees to report concerns aboutunethical behavior actual or suspected fraud or violation of Code of Conduct and Ethics.It also provides for adequate safeguards against the victimization of employees who availof the mechanism and provides direct access to the Chairperson of the Audit Committee inexceptional cases. It is affirmed that no personnel of the Company has been denied accessto the Audit Committee. The policy of vigil mechanism is available on the Company'swebsite. The Whistle Blower Policy aims for conducting the affairs in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behaviour.

HUMAN RESOURCES

Many initiatives have been taken to support business through organizational efficiencyprocess change support and various employee engagement programmes which has helped theOrganization achieve higher productivity levels. A significant effort has also beenundertaken to develop leadership as well as technical/ functional capabilities in order tomeet future talent requirement.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are provided in theAnnexure- IV forming part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) That in the preparation of the accounts for the financial year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the State of Affairs of the Company at the end of theFinancial Year and of the Profit of the Company for the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) That the Directors have prepared the accounts for the financial year ended 31stMarch 2019 on a 'going concern' basis;

e) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively; and

f) That devised proper systems to ensure compliance with the provisions of allapplicable laws in place and were adequate and operating effectively.

DISCLOSURES AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) 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 there under.

During the Financial Year 2018-19 the Company received no complaints on sexualharassment.

CERTIFICATE BY PRACTICING COMPANY SECRETARY

The Company has received certificate from Mrs. Rakhi Agarwal Practising CompanySecretaries confirming that none of the Directors of the Company have been debarred ordisqualified from being appointed or continuing as director of companies by the SEBI/Ministry of Corporate of Affairs or any such authority. The said Certificate is annexed tothis report.

DECLARATION AS REQUIRED UNDER REGULATION 34(3) AND SCHEDULE V OF THE LISTINGREGULATIONS

All Directors and senior management personnel of the Company have affirmed compliancewith Company's Code of Business Conduct for the financial year ended 31stMarch 2019.

COMPLIANCE WITH MANDATORY REQUIREMENTS

Your Company has complied with all the mandatory corporate governance requirementsunder the Listing

Regulations 2015 and the applicable amendments thereof. Your Company confirmscompliance with corporate governance requirements specified in Regulation 17 to 27 andclauses (b) to (i) of SubRegulation (2) of Regulation 46 of the Listing Regulations 2015

PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

PARTICULARS OF REMUNERATION

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of Companies Act 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided as follows:

(i) The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year;

Name of the Director Ratio to Median Remuneration
Shri Subramanya Ram Ganapath (WTD) 2.32
Shri Dilip Mangesh Kalelkar (WTD) 1.87

(ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;

Name of Person % increase in remuneration
Shri Subramanya Ram Ganpath (WTD) NIL
Shri Dilip Mangesh Kalelkar(WTD) NIL
Ms. Shivani Sarda(CS) NIL
Shri Vivekanand Narayan Prabhu(CFO) NIL

(iii) The percentage increase in the median remuneration of employees in the financialyear is NIL.

(iv) The number of permanent employees on the rolls of company is 66.

(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;

There were no average increase in salaries of employees.

Percentage increase in the managerial remuneration for the year is - Nil

(vi) Affirmation that the remuneration is as per the remuneration policy of the company- Yes.

Your Directors wish to place on record their appreciation to employees at all levelsfor their hard work dedication and commitment. The enthusiasm and unstinting efforts ofthe employees have enabled the Company to remain at the forefront of the industry despiteincreased competition from several existing and new players.

CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forwardlookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS:

The Board desires to place on record its sincere appreciation for the support andco-operation that the Company received from the suppliers customers strategic partnersBankers Auditors Registrar and Transfer Agents and all others associated with theCompany. The Company has always looked upon them as partners in its progress and hashappily shared with them rewards of growth. It will be the Company's endeavour to buildand nurture strong links with trade based on mutuality respect and cooperation with eachother.

For and on behalf of the Board

For LOTUS CHOCOLATE COMPANY LIMITED

Sd/- Sd/-
P. Ananth Pai G.S. Ram
DIRECTOR WHOLE TIME DIRECTOR
DIN: 00048339 DIN:02395478
Place : Hyderabad
Date : 14.08.2019

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