Your Directors have pleasure in presenting the 22nd Annual Report of your Companytogether with the audited accounts for the year ended 31st March 2019.
(Rs in Lakhs )
|Particulars ||31.03.2019 (Current year) ||31.03.2018 (Previous year) |
|Income from Operations and other income ||3910.28 ||3888.57 |
|less : Expenses ||3847.43 ||3722.51 |
|Add/less: Exceptional items ||(0.06) ||4.18 |
|Profit / (Loss) before Tax ||62.79 ||170.24 |
|Less : Provision for Taxes : || || |
|Current Tax ||12.93 ||37.56 |
|deferred Tax ||(20.95) ||(41.98) |
|Profit / (Loss) after tax ||70.81 ||174.67 |
REVIEW OF OPERATIONS AND PERFORMANCE:
your company has reported a growth of 0.6% on turnover of Rs. 3910.28 Lakhs during thefinancial year 2018-19 compared to the turnover of Rs 3888.57 lakhs in the previousfinancial year 2017-18.your Company has a net profit of Rs. 70.81 lakhs for the financialyear 2018-19 as compared to Rs. 174.67 lakhs for the financial year 2017-18.
Y our directors are putting consistent effort to increase the turnover and net profitso that the Company can meet the expectations of the stakeholders.
The Board of directors and the management after in depth analysis of the financialposition of the company have decided not to declare divided for the financial year2018-19 as it would put a further financial strain on the company but are very positivefor the next financial year.
The Paid up equity share capital as on 31st March 2019 is 2079.63 lakhs. during theyear under review the Company has not issued any shares to the Shareholders. The companyhas neither issued shares with differential voting rights nor granted stock options orsweat equity shares.
Cash and cash equivalents as at 31st March 2019 was 259.28 lakhs. The Companycontinues to focus on judicious management of its working capital receivablesinventories and other working capital parameters which are kept under strict check throughcontinuous monitoring.
TRANSFER TO RESERVES:
Consequence to the inadequate profits your company has not transferred any amount toreserve.
during the year under review your company has not accepted any deposits from publiccovered under Sections 73 to76 or any other relevant provisions of the Act and rulesframed thereunder.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
during the year under review your Company has not given any loans or guaranteescovered under the provisions of section 186 of the Companies Act 2013.
The detail of the investments made by the company is given in the notes to thefinancial statements.
OUTLOOK FOR THE CURRENT YEAR:
Your company will envisions envisage and foresee to accomplish and percolateascendency in all established centers in the coming financial year accent and weightshall be given to improving quality of services and customer satisfaction as consumersand stakeholders are the onus of the brand Lotus in eye care facilities and specialty.
Protuberant and extrusive steps in direction to establish art of the centre signatureeye clinics across South India shall be taken. CORPORATE SOCIAL RESPONSIBILITIES:
your company does not falls within the bracket as prescribed by Section 135 of theCompanies Act 2013 and rules framed thereunder. Hence this clause is not applicable.
Directors retiring by rotation:
Dr. Kavetha Sundaramoorthy (Din: 02050806) director of the Company retires by rotationat the forthcoming Annual General Meeting and being eligible offers herself forre-appointment.
Information regarding the directors seeking appointment / re-appointment:
Resume and other information regarding the directors seeking appointment/re-appointment as required by Regulation 36 of the SEBI (LODR) Regulations 2015 has beengiven in the Notice convening the 22nd Annual General Meeting and in the Statementpursuant to Section 102 of the Act.
Declaration by Independent Directors:
All Independent directors have given declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and regulation16(b) of SEBI (listing Obligations and disclosure Requirements) Regulations 2015.
your Company has adopted policy on Familiarization programme of Independent directors.during the year under review one programme was conducted by the company details of suchprogramme for familiarisation of the Independent directors are put on the website of theCompany at the following web-link : https://www.lotuseye.org/investors
None of the directors of the Company are disqualified as per the applicable provisionsof the Act.
Pursuant to the provisions of Companies Act 2013 and SEBI (listing Obligation anddisclosure Requirements) Regulations 2015 the Board has carried out an evaluation of itsown performance the directors individually as well as evaluation of the working of itsCommittees.
The criteria for performance evaluation are as under:
Performance Evaluation of Board:
Key Parameters: degree of fulfillment of key responsibilities; Board structure andcomposition; Establishment and delineation of responsibilities to Committees;Effectiveness of Board processes information and functioning; Board Culture and dynamics;Quality of relationship between the Board and the Management; Efficacy of communicationwith external stakeholders etc.
Self Assessment of the Performance by Individual directors (including Independentdirector):
Key Parameters: Attendance at meetings; contribution at meetings; independence ofjudgment; direction / guidance to senior management etc.
Self Assessment of the Performance by the Board Level Committees:
Key Parameters: Degree of fulfillment of key responsibilities; Adequacy of CommitteeComposition; Effectiveness of meetings; Committee dynamics; Quality of relationship of thecommittee with the Board and the management etc.
The directors have expressed their satisfaction with the evaluation process.
The Policy on Board diversity and Nomination & Remuneration Policy as recommendedby the Nomination & Remuneration Committee have been approved by the Board ofdirectors. The said policies are annexed to the Board's Report as "Annexure- VI"and are also available on the Company's website at the following link:https://www.lotuseye.org/ investors.
During the year four Board Meetings four Audit Committee Meetings one Nomination andRemuneration Committee Meetings were held and The Stakeholder Relationship CommitteeMeeting for the financial year 2018-19 was held on 28th May 2019. The details of thesemeetings are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and SecretarialStandard. The independent directors' meeting was held once in the financial year on 12thFebruary 2018.
COMMITTEES OF THE BOARD:
Currently the Company has three Committees i.e. Audit Committee Nomination andRemuneration Committee and Stakeholders' Relationship Committee. All the committees areIndependent under the Chairmanship of an Independent Director. The details of thecompositions terms of reference meetings etc. of said Committees are given in theReport on Corporate Governance which forms part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 the Directors would like tostate that:
I. In the preparation of the annual accounts the applicable accounting standards havebeen followed.
II. Appropriate accounting policies have been selected and applied consistently andjudgments and estimates that have been made are reasonable and prudent so as to give atrue and fair view of the company at the end of the financial year and of the company forthat period.
III. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the companies Act 2013 forsafeguarding the assets of the company and for the preventing and detecting fraud andother irregularities.
IV. Annual accounts have been prepared on going concern basis.
V. They had laid down Internal financial controls to be followed by the company andthat such internal financial control are adequate and were operating effectively.
VI. They had devised proper system to ensure compliance with the provisions of allapplicable laws and that such system were adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large. Accordingly no transactions are being reported in FormAOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts)Rules 2014.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board reviews from time to time the adequacy and effectiveness of the Company'sinternal financial controls. This year was no exception. The reviews conducted during theyear did not reveal any material deficiencies in the internal financial control structure.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There is no significant and material orders passed by the Regulators / Courts /Tribunals which would impact the going concern status and Company's operations in future.
The Company does not have any subsidiary company.
CHANGE IN NATURE OF BUSINESS IF ANY:
During the year under review there is no change in nature of business of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments affecting financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe Financial Statements relate and date of the report.
CODE OF CONDUCT:
The Board of directors have approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "Code ofConduct for Board of Directors and Senior Executives". The Code has also been postedon the Company's website at the following link: https:// www.lotuseye.org/ investors.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.
KEY MANAGERIAL PERSONNEL:
The details of the Key Managerial Personnel of the Company their appointment /cessation during the year under review and remuneration are given in the Extract of AnnualReturn annexed hereto and forming a part of this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Your Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behaviour.
Your Company is committed to developing a culture where it is safe for any WhistleBlower to raise concerns about any poor or unacceptable practice and any event ofmisconduct. The alleged misconduct may be classified in many ways; namely violation of alaw rule regulation and / or a direct threat to public interest such as health andsafety violations and corruption.
Your Company will not tolerate any form of victimization and will take appropriatesteps to protect a bona fide whistle blower and shall treat any retaliation as a seriousdisciplinary offence that merits disciplinary action. The Company will protect theidentity of the whistle blower if so desired provided that the whistle blower will needto attend any disciplinary hearing or proceedings as may be required for investigation ofthe complaint. The mechanism provides for a detailed complaint and investigation process.If circumstances so require the employee can make complaint directly to the Chairman ofthe Audit Committee. The said mechanism can also be availed by the Directors of theCompany.
'Whistle Blower Policy' of your Company is available on the website of the Company atthe following link: https://www.lotuseye.org/investors
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code.
The same Code is available in the website of your Company at the following link :https://www.lotuseye.org/ investors All Board Directors and the designated employees haveconfirmed compliance with the Code.
The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not calf for any further comments under Section 134 ofthe Companies Act 2013.
M/s. Anbarasu & Jalapathi Chartered Accountants are your statutory auditors whoshall hold office till the conclusion of 25th Annual General Meeting.
CA P Vishnu Adithan Practicing Chartered Accountant was appointed as the InternalAuditors of the Company for the financial year 2018-19 pursuant to Section 138(1) of theAct.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed P. Eswaramoorthy and Company (CP No. 7069) Company Secretaries to undertake theSecretarial Audit of the Company for the financial year 2018-19.
As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report. The Company Secretary in Practice has made its observation inSecretarial Audit Report (MR-3) which is annexed herewith as "Annexure - II".
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedhere with as "Annexure III" at www.lotuseye.org".
BUSINESS RISK MANAGEMENT:
The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimise adverse impact onthe business objectives and enhance the Company's competitive advantage. As part of theRisk Management framework the Company reviewed periodically the various risks andfinalised the mitigation plans. The identified risk areas were covered by the InternalAudit and major risks were discussed periodically.
PARTICULARS OF EMPLOYEES:
Statements containing the details as required in terms of the provisions of Section 197of the Act read with Rule 5(1) (2) and (3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are attached to this Report as "Annexure-I". During the year under review no complaint /case was filed pursuant to SexualHarassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Management Discussion & Analysis Report which form an integral part of thisReport is set out as separate annexure as "Annexure -IV".
The Corporate Governance Report together with the Certificate from the Auditors of theCompany regarding compliance with the requirements of Corporate Governance as stipulatedin SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which form anintegral part of this report is set out as separate annexure as "Annexure - V".
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOBIO-MEDIC AL WASTE
On an average the following quantity of waste is disposed off by the company red waste1 kg yellow waste 0.27 kg and blue waste 0.7 kg.
The details of Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo are as under: a) Conservation of Energy:
|Steps taken for conservation ||The operation of the Company being service related require normal consumption of electricity. The Company is taking every necessary step to reduce the consumption of energy. |
|Steps taken for utilizing alternate sources of energy ||Nil |
|Capital investment on energy conservation equipments ||In view of the nature of activities carried on by the Company there is no capital investment on energy conservation equipments. |
b) Technology Absorption:
|Efforts made for technology absorption ||Nil |
|Benefits derived ||Nil |
|Expenditure on Research & Development if any ||Nil |
|Details of technology imported if any ||Nil |
|Year of import ||Nil |
|Whether imported technology fully absorbed ||Nil |
|Areas where absorption of imported technology has not taken place if any ||Nil |
c) Foreign Exchange Earnings / Outgo ( in Lakhs):
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government local Bodies Customers Suppliers ExecutivesStaff at all level and all other stakeholders for their continuous cooperation andassistance.
| ||For and on behalf of the Board |
|Place : Coimbatore || |
|date : 28th May 2019 ||(Sd.) S.K. Sundaramoorthy |
| ||Chairman cum Managing director |