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LS Industries Ltd.

BSE: 514446 Sector: Industrials
NSE: N.A. ISIN Code: INE345D01031
BSE 05:30 | 01 Jan LS Industries Ltd
NSE 05:30 | 01 Jan LS Industries Ltd

LS Industries Ltd. (LSINDUSTRIES) - Director Report

Company director report

2016-2017

To

The Members of LS Industries Limited

Your Directors have great pleasure in presenting the 23rd Annual Reportalong with the Audited Accounts of the Company for the Year ended on 31 st March 2017.

1. FINANCIAL HIGHLIGHTS

The performance of your Company for the Financial Year ended 31st March 2017 issummarized below:

Particulars

Financial Year Ended

Standalone

Consolidated

31st March 2017 31st March 2016 31st March 2017 31st March 2016
Sales & other Income 92886417 119661030 96503799 162775768
Profit/(Loss) before Depreciation interest and taxation 3678343 28715032 (256951) 25235317
Less: Net Interest Nil Nil Nil Nil
Profit/(Loss) after interest but before Depreciation and Taxation 3678343 28715032 (256951) 25235317
Less Depreciation 47230249 47733825 47230249 47733825
Profit/(Loss) before tax (43551906) (19018793) (47487200) (22498508)
Less: Exceptional Item Nil Nil Nil Nil
Less: Current Tax Nil Nil Nil Nil
Less: Deferred Tax Assets 3091693 1642289 3091693 1642289
Profit/(Loss) for the year (40460213) (17376504) (44395507) (20856219)
Balance carried to balance sheet (40460213) (17376504) (44395507) (20856219)

2. STATE OF COMPANY'S AFFAIRS

During fhe year under review total standalone income of the Company was Rs.92 886417as against Rs.119 661030 in the previous year. Same the company has achievedconsolidated total income Rs. 96503799 as against Rs.162775768 in the pievious year.Your Directors are putlirry in their best efforts to improve the performance of theCompany.

3. DIVIDEND:

The Board has not proposed any dividend for the Financial Year 2016-17 because Companyhas losses.

4. AMOUNTS TRANSFERRED TO RESERVES:

During the year under review no amount from profit was transferred to General ReserveAccount.

5. IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (IND AS):

The Securities Exchange Board of India vide its circular dated 5th July 2016 hasimplemented the applicability of Indian Accounting Standards (Ind-AS) in accordance withthe Companies (Indian Accounting Standard) Rules 2015 which was notified on 16thFebruary 2015 by Ministry of Corporate Affairs.

Pursuant to the applicability criteria of the said circulars and notifications theCompany will be implementing and complying up with the Indian Accounting Standards(Ind-AS) for the accounting periods beginning on or after 1st April 2017.

6. APPLICABILITY OF GST:

Pursuant to implementation of GST w.e.f 1st July 2017 the Company has duly registereditself with the statutory authority within the prescribed time frame and has been allottedthe GST No.02AAACL1987E1ZT.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) andSchedule V of SEBI (LODR) Regulation 2015 forms an integral part of this report and givesdetails of the overall industry structure economic developments performance and state ofaffairs of your Company's various businesses viz. analysis and review of global andIndian textile industry industrial and home improvement business internal controls andtheir adequacy risk management systems and other material developments during theFinancial Year 2016-2017. It forms the part of Director's Report as detailed in“Annexure-D”

8. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by the Securities and ExchangeBoard of India (SEBI). The report on Corporate Governance as stipulated under Chapter IVRegulation 34(3) read with Schedule V of SEBI (LODR) Regulations 2015 forms an integralpart of the Annual Report together with a certificate from the Company's SecretarialAuditors confirming compliance of the same.

9. MATERIAL CHANGES:

There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the Financial Year and the date of thisReport.

10. SHARE CAPITAL:

During the year under review there was no change in the share capital of the Company.

11. MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the Financial Year2016-2017 forms part of the Corporate Governance Report.

12. BOARD OF DIRECTORS:

Pursuant to the provisions of Section 152 of the Companies Act 2013 and the Company'sArticles of Association Mr. Kuldeep Singh (DIN: 06601972) retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment. TheBoard recommends his re-appointment for the consideration of the Members of the Company atthe ensuing Annual General Meeting.

During the period of financial year ended 31st March 2017 Mr. SalimMuhammad (DIN: 6602013) Director of the Company has resigned w.e.f.1st July2016 and also Mr. Shiv Khan (07666627) was appointed as Additional Director of the Companyw.e.f.29th November 2016.

Further the Board of Director of the Company has appointed Ms. Sneh Singh (DIN:07931134) as Additional Director of the Company w.e.f. 10th October 2017 inthe category of Independent Woman Director.

13. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (LODR) Regulations2015 a structured questionnaire was prepared after taking into consideration the variousaspects of the Board's functioning composition of the Board and its Committees cultureexecution and performance of specific duties obligations and governance.

The Nomination and Remuneration Committee has defined evaluation criteria procedureand time schedule for Performance Evaluation process for the Board its Committees andDirectors.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.

14. EXTRACT OF ANNUAL RETURN “Annexure-A”:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as “Annexure-A” to the Board's Report and forms an integral part ofthis Report.

15. AUDITORS:

(a) STATUTORY AUDITORS:

The Company's Auditors M/s. Deepak Kumar & Company Chartered Accountants (FRNo-024751N) were appointed as the Statutory Auditors of the Company for a period of 5years at the 19th Annual General Meeting of the Company up to the conclusion of the 24thAnnual General Meeting of the Company subject to ratification by members at every AnnualGeneral Meeting of the Company. Being eligible it is recommended to ratify theappointment of Deepak Kumar & Company Chartered Accountants (FRN -024751N) in thisAnnual General Meeting to audit the accounts of the Company for the financial year 2017 -2018.

Auditors Report

There are no qualifications reservations or adverse remarks made by M/s. Deepak Kumar& Company Chartered Accountants (FR No-024751N) Statutory Auditors in their reportfor the Financial Year ending 31 st March 2017.

(b) SECRETARIAL AUDITORS:

In terms of Section 204(1) of the Companies Act 2013 and Rule 9 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company appointed CS Sudhakar Jha - M/s Sudhakar & Co. Practising CompanySecretaries to conduct Secretarial Audit for the Financial Year 2017-2018.

Your Company has received consent from CS Sudhakar Jha - M/s. Sudhakar & Co.Practicing Company Secretaries to act as the auditor for conducting audit of theSecretarial records for the Financial Year ending 31st March 2018. The Report of theSecretarial Audit Report is annexed herewith as “Annexure-B”.

The Secretarial Audit Report for the financial year ended March 312017 containscertain reservation and remarks which are given along with the management reply for thesame:

a) Company has defaulted in payment of statutory payments as required under EmployeeState Insurance Act 1948 the Employees" Provident Funds and MiscellaneousProvisions Act 1952 and the Income Tax Act 1961.

c) The company has not filled its previous year's Annual Return and Financials toRegistrar of Companies;

d) Company has not complied properly with SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015'

e) Company has not complied all the provisions Guidelines Standards etc. of CompaniesAct 2013 and rules & Regulations made there under.

Company's Remarks: Your Directors are putting in their best efforts to comply allthe provisions applicable on the Company.

(c) . INTERNAL AUDITORS:

The Board of Directors has appointed M/s. Gautam & Associates PractisingCompany Secretaries as the Internal Auditors of the Company for the Financial Year2017-2018.

16. COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1. Audit Committee

2. Remuneration and Nomination Committee

3. Stakeholders' Relationship Committee

The other details of the Committees along with their composition number of meetingsheld and attendance at the meetings are provided in the Corporate Governance Report.

17. VIGIL MECHANISM:

Pursuant to the provisions of Section 177 of the Companies Act 2013 read with theCompanies (Meetings of Board and its Powers) Rules 2014 the Company has formulated a‘Whistle Blower Policy' for the Directors and employees to report genuine concerns orgrievances about unethical behaviour actual or suspected fraud or violation of thecompany's Code of Conduct.

During the year under review no complaints have been received by the Company from anywhistle blower.

18. INTERNAL CONTROL SYSTEMS:

The Company has an Internal Control System Commensurate with its size scale andcomplexity of its operations. Audit Committee reviews internal audit reports and overseesthe internal control system of the Company.

19. DEPOSITS:

During the year under review your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force).

20. REPORT ON RISK MANAGEMENT POLICY:

Pursuant to Section 134(3)(n) of the Companies Act 2013 the Company has a structuredRisk Management Policy. The Risk Management Process is designed to safeguard theorganization from various risks through adequate and timely actions. It is designed toanticipate evaluate and mitigate risks in order to minimize its impact on the business.The potential risks are integrated with management process such that they receive thenecessary consideration during the decision making. It is dealt with in greater details inmanagement discussion and analysis section

21. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints. Itsredressal is placed on the intranet for the benefit of its employees. During the yearunder review no complaints were reported to the Board.

22. CORPORATE SOCIAL RESPONSIBILITY:

Since the Company does not meet the criteria laid down in Section 135(1) of theCompanies Act 2013 the Company is not required to comply with the provisions containedin sub- section (2) to (5) of Section 135 and constitute Corporate Social ResponsibilityCommittee.

23. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act 2013 (includingany statutory modification(s) or re-enactment(s) for the time being in force) theDirectors of your Company confirm that:-

(a) In the preparation of annual accounts the applicable Accounting Standards havebeen followed along with proper explanations relating to material departures.;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31st March 2017 and of the profitand loss of the Company for the Financial Year ended 31st March 2017;

(c) 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 preventing and detecting fraud and otherirregularities;

(d) The annual accounts have been prepared on a ‘going concern' basis;

(e) Proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively;

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules annexed as “Annexure-C” and formsan integral part of this Report.

25. INFORMATION & PERFORMANCE OF SUBSIDARY JOINT VENTURES OR ASSOCIATE COMPANIES:

The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Accounting Standards viz. AS-21 AS-23 and AS-27 issued by the Institute ofChartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of Subsidiaries/Associate Companies/Joint Ventures as given in Form AOC-1 isduly attached along with the consolidated financial statements and forms an integral partof this Report.

Any shareholder if interested in obtaining a copy of the audited annual accounts of thesubsidiary companies may write to the Company at the Company's registered office.

26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE COMPANIESACT 2013:

Details of Loans granted Guarantees given and Investments made during the year underreview covered under the provisions of Section 186 of the Companies Act 2013 aredisclosed in the Notes to Financial Statements.

27. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

The Board desires to place on record its appreciation for the support and co-operationthat the Company received from its suppliers distributors retailers and otherassociates. The Company has always looked upon them as partners in its progress and hashappily shared with them rewards of growth. It will be Company's endeavour to build andnurture strong links based on mutuality respect and co-operation with each other andconsistent with customer interest.

28. REMUNERATION AND NOMINATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act 2013 the Board of Directorshas framed a policy which lay down a framework in relation to remuneration of DirectorsKey Managerial Personnel and Senior Management of the Company. This policy also lays downcriteria for selection and appointment of Board Members. The details of this policy areexplained in the Corporate Governance Report.

29. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES:

The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the SEBI (LODR) Regulations 2015 (including any statutorymodification(s) or re-enactment(s) for the time being in force). The salient aspectscovered in the Nomination and Remuneration Policy has been outlined in the CorporateGovernance Report which forms part of this report.

The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of Directors/ employees of your Company is set out in“Annexure-E” to this report.

30. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-Section (1) OFSection 188:

All contracts / arrangements / transactions entered into by the Company during thefinancial year with related parties were in the ordinary course of business and on anarm's length basis. During the year under review your Company had not entered into anycontract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransactions.

Details of related party transactions are given elsewhere in the Annual Report as perAccounting Standard AS-18.

31. COMPANY LISTED AT:

The Equity Shares of your Company are listed at The Bombay Stock Exchange Limited butdue to penal reasons company has been suspended by Stock Exchange.

32. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI(LODR) Regulations 2015 is not applicable to your Company for the Financial Year ending31 st March 2017.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review no significant and/ or material orders were passed by anyregulator or Court or tribunal impacting the going concern status and the Company'soperations in future.

34. APPRECIATION:

Your Directors wish to express their gratitude to all the business associates itsmanagement statutory authorities Government banks Stock Exchanges and to theInvestors/Shareholders for the confidence reposed in the Company and supporting theCompany at every stage through their kind cooperation. The Directors also convey theirdeep sense of appreciation for the committed services by the employees at all levels fortheir enormous personal efforts as well as collective contribution to the Company.

By Order of the Board
For Ls Industries Limited
Sd/- Sd/-
Place: Nalagarh KULDEEP SINGH Shiv Khan
Date: 4th December 2017 Director (Director)
Registered Office DIN:06601972 DIN:07666627
Village Bairsen P.O. Manjholi Tehsil-Nalagarh
Solan Himachal Pradesh-174101 India.