Yours Company's Directors have pleasure in presenting 35th Annual Report of the CompanyLykis Limited along with Audited Financial Statement for the year ended March 31 2019.
1. FINANCIAL HIGHLIGHTS
|Particulars ||For the year ended on 31.03.2019 ||For the year ended on 31.03.2018 ||For the year ended on 31.03.2019 ||For the year ended on 31.03.2018 |
| ||(standalone) ||(standalone) ||(consolidated) ||(consolidated) |
|Income || || || || |
|Revenue from Operation ||14669.54 ||14828.78 ||14732.09 ||14825.45 |
|Other Income ||103.09 ||256.49 ||105.95 ||271.55 |
|Total Income ||14772.63 ||15085.27 ||14838.04 ||15097.00 |
|Expenditure || || || || |
|Less: Operating & Other Expenses ||14746.66 ||15077.37 ||14936.41 ||15420.60 |
|Profit Before Depreciation and Tax ||25.97 ||7.90 ||(98.37) ||(323.60) |
|Less: Depreciation ||68.45 ||47.42 ||68.59 ||47.90 |
|Profit/(Loss) Before Tax ||(42.48) ||(39.52) ||(166.96) ||(371.50) |
|Less : Provision for Taxes ||54.46 ||7.67 ||75.13 ||(12.90) |
|Net Profit/(Loss) for the year ||(97.04) ||(47.19) ||(242.09) ||(358.60) |
|Total Comprehensive Income / Loss for the year ||(97.04) ||(47.19) ||(242.09) ||(358.60) |
2. COMPANY'S PERFORMANCE
During the year ended March 31 2019 Operational Revenue including other income onstandalone basis was Rs. 14772.63 lakhs vs Rs. 15085.27 lakhs last year (For a like tolike comparison). Profit/(Loss) Before Tax was Rs. (42.48) Lakhs vs Rs. (39.52) Lakhswhile Net Profit/(Loss) for the financial year ended March 31 2019 was Rs. (97.04) Lakhsvs
Rs. (47.19) lakhs in previous year.
On a consolidated basis the operational revenue including other income was Rs.14838.04 Lakhs vs Rs. 15097 Lakhs last year and Profit/ (Loss) Before Tax was Rs.(166.96) Lakhs vs Rs. (371.50) Lakhs last year. Your Company has taken several remedialsteps to meet the challenges viz. measures in saving cost at all front of operationsoptimize use of available resources etc.
A detailed analysis on the operations of the Company during the year under report andoutlook for the current year is included in the Management Discussion and Analysis Reportforming part of this Annual Report.
Your Directors have not recommended dividend for the financial year March 31 2019.
There is no amount proposed to be transferred to the General Reserve during theyear under review.
5. SUBSIDIARY AND ASSOCIATES ENTITIES:
As on March 31 2019 your company has one subsidiary company and two associatecompanies details whereof as under:
Lykis Marketing is the wholly owned subsidiary of Lykis Limited. The Company has mainfocused on domestic market of Tea and FMCG product.
In accordance with the provision of section 136 of the Companies Act 2013 the annualreport of the Lykis Marketing Private Limited are placed on the company website i.e.www.lykisgroup.com
Lykis Packaging Private Limited Lykon Food Private Limited are the associatescompany of the company. Pursuant to the provisions of Section 129(3) of the Act astatement containing salient features of the financial statements of the Company'ssubsidiary and associate company in Form AOC-1 is attached as Annexure A to thisreport.
6. BOARD OF DIRECTOR
As per Recommendation of Nomination and Remuneration Committee and pursuant to theprovision of section 161 of the Companies Act 2013 and other applicable provisions ifany of the Companies Act 2013 read with rules made thereunder (including statutorymodifications or re-enactment thereof) Mr. Rajendra Singh Singhvi (DIN: 08322932) wasappointed as Additional Director in the capacity of Independent director with effect fromJanuary 08 2019 who shall hold office upto the date of the ensuing Annual General Meetingof the Company to be held on Monday September 30 2019. The Board recommend hisappointment as Non-Executive Independent Director of the Company for term of 2(two) consecutive years commencing from the conclusion 35th Annual GeneralMeeting till the conclusion of 37th Annual General Meeting of the company andwhose office shall not be liable to retire by rotation.
As per Recommendation of Nomination and Remuneration Committee the Board at itsmeeting held on August 13 2019 has approved the re-appointment of Mr. Mayank Jhunjhunwala(DIN: 02695948) as a Non-Executive Independent Director of the Company to holdoffice for second term of five consecutive years commencing from the conclusion 35thAnnual General Meeting till the conclusion of 40th Annual General Meeting ofthe company and whose office shall not be liable to retire by rotation subject to theapproval of shareholders in the ensuing Annual General Meeting.
iii. Retire by Rotation
Mr. Vijay Kedia (DIN: 00230480) shall retire by rotation at the ensuing Annual GeneralMeeting and is eligible for re-appointment. The Board recommends his re-appointment andthe same forms part of the Annual General Meeting Notice.
Mr. Rajendra Manilal Shah (DIN: 07259569) Non-Executive Independent Director of thecompany has resigned from the said post with effect from October 09 2018. The Board ofDirectors places on records the contribution made by them during their long associationwith the Company.
The necessary resolutions for the appointment /re-appointment of the above mentioneddirector and their brief profile have been included in the notice convening the ensuingAnnual General Meeting. The brief resume of the Director seeking appointment /re-appointment at the ensuing Annual General Meeting in pursuance of Regulation 36(3) ofSEBI (Listing Obligation & Disclosure Requirements) Regulation 2015 is annexed to theAnnual General Meeting Notice.
All the directors of the company have confirmed that they satisfy the fit and propercriteria as prescribed under the applicable regulations and that they are not disqualifiedfrom being appointed as directors in terms of section 164(2) of the Companies Act 2013.
7. INDEPENDENT DIRECTORS
Mr. Mayank Jhunjhunwala Mr. Rajendra Singh Singhvi and Mrs. Jyoti Budhia areIndependent Directors of the company. The Company has received declaration from allIndependent Directors of the company confirming that they meet with criteria ofIndependence as prescribed under Section 149(6) of the Companies Act 2013 and Regulation16(1) (b) SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.
8. BOARD EVALUATION
The Board of Directors have carried out an annual evaluation of its own performanceboard committee and individual directors pursuant to provision of the Act and thecorporate governance requirement as prescribed by the Securities and Exchange Board ofIndia (Listing Obligation & Disclosure Requirement) Regulation 2015. The performanceof the board was evaluated by the board after taking inputs from all the directors on thebasis of criteria such as the Board Composition and structure effectiveness of boardprocess information and functioning etc. as provided by the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on January 5 2017.
In a separate meeting of Independent directors which was held on February 05 2019performance of Non-Independent and the board as whole was evaluated taking intoaccount the views of Executive Directors and Non-Executive Directors. Performanceevaluation of Independent Director was done by the entire board excluding the IndependentDirector being evaluated.
9. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act 2013 the Board to the best oftheir knowledge hereby confirmed that:
- In the preparation of annual accounts the applicable accounting standards have been followed and they are no material departures.
ii. They have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.
- They have taken proper and sufficient care for the maintenance of adequate accounting records in according with the provision of this Act for safeguard the assets of the company and for preventing and detecting fraud and other irregularities.
- They have prepared annual accounts on a going concern basis.
- They have laid down internal financial control to be followed by the company and that such internal financial control are adequate and were operating effectively.
vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
10. MEETINGS OF BOARD OF DIRECTORS
The board met 5 (five) times during the year. The details about the board meeting andthe attendance of the directors are provided in Corporate Governance Report.
11. BOARD COMMITTEES
Details of all the following Committees constituted by the Board along with theircomposition terms of references and meetings held during the year are provided in theReport on Corporate Governance which forms part of this Report.
1. Audit Committee
2. Stakeholder Committee
3. Nomination & Remuneration Committee
12. BOARD DIVERSITY
The Board recognizes the importance of a diverse composition and has adopted a"Board Diversity Policy" which sets out the approach to diversity. The BoardDiversity Policy of the Company is available at http://www.lykisgroup.com/invester-relation.html.
13. KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Companies Act 2013 the Key Managerial Personnel (KMP)of the Company are Mr. Prince Tulsian (Managing Director) Mr. Sunil Purohit (ChiefFinancial Officer) and Ms. Neha Mankame (Company Secretary).
Mr. Pratik Kedia has resigned from post of Chief Financial Officer of the Company witheffective from January 08 2019. The Board of Directors places on record the contributionmade by them during their association with Company. Mr. Sunil Purohit was appointed asChief Financial Officer with effective from January 08 2019 in place of Mr. Pratik Kedia.
The Board of Directors of the Company in its meeting held on June 03 2019 appointedMr. Rajesh Tendolkar as Chief Executive Officer of the Company.
14. EXTRACT OF ANNUAL RETURN
Pursuant to provision of section 134(3) (a) of the Companies Act 2013 the extract ofAnnual Return in Form MGT-9 is attached as "Annexure B".
M/s Sanjay P Agarwal & Associates Chartered Accountants (Firm Registration No.:325683E) were appointed as Statutory Auditor of the Company by the Members at the 30thAnnual General Meeting held on 30th September 2014 to hold office from the conclusion of30th Annual General Meeting until the conclusion of 35th Annual General Meeting on suchremuneration as may be determined by the Board of Directors. M/s Sanjay P Agarwal &Associates Chartered Accountants (Firm Registration No.: 325683E) had shown unwillingnessfor re-appointment as Statutory Auditor of the Company for another term.
As per recommendation of the Audit Committee of the Company the Board of Directors ofthe company have proposed for the appointment of M/s Banshi Jain & AssociatesChartered Accountant (Firm Registration No. 100990W) as Statutory Auditor of theCompany for term of five consecutive years from the conclusion 35thAnnual General Meeting till the conclusion of 40th Annual General Meeting ofthe company. The Company has also received a consent from M/s Banshi Jain &Associates Chartered Accountant (Firm Registration No.100990W) to act as an StatutoryAuditor of your company for the period of five years.
There are no qualification reservation or adverse remark or disclaimer made in theaudit report for the financial year 2018-19.
The Board at its meeting held on May 29 2019 had appointed M/s KTPS & CO.Chartered Accountants (Firm Registration No.:134942W) for a period of one year.
Pursuant to provision of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Regulation 24(A)of the SEBI (Listing Obligation & Disclosure Requirements) Regulation 2015 theCompany had appointed Mr. Prateek Lalawat Practicing Company Secretary as SecretarialAuditor of the Company for the financial year 2018-19.
The Secretarial audit report for the financial year ended March 31 2019 is appended tothis Report as Annexure C. There are no qualifications reservations adverseremark or disclaimers made by the Secretarial Auditors in their Report.
16. COMPLIANCE WITH SECRETARIAL STANDARDS
The company has complied with Secretarial Standards on meetings of Board of Directorsand on General Meeting issued by the Institute of Company Secretaries of India in terms ofSection 118 (10) of the Companies Act 2013.
17. INTERNAL FINANCIAL CONTROL
The company has put in place adequate policies and procedures to ensure that system ofInternal Financial Control is commensurate with the size and nature of the Company'sbusiness. The evaluation of these internal financial controls were done through internalaudit process established within the company and also through appointing professionalfirm to carry out such tests by way of systematic internal audit programme. Based on thereview of the reported evaluations the directors confirms that the financial statementfor the year ended March 31 2019 are in accordance with the applicable accountingstandards.
18. RISK MANAGEMENT
The company has established a robust Risk Management system to identify & assessthe key risks and ensure smooth and efficient operations of the business. Your company iswell aware of these risks and challenges and has put in place mechanism to ensure thatthey are managed and mitigate with adequate timely actions. The audit committee reviewsbusiness risk area covering operational financial strategic and regulatory risks.
19. RELATED PARTY TRANSACTION
All contracts arrangements/transactions entered into during the year by the Companywith Related Parties were in ordinary course of business and on an arm's length basis.During the year under review the company had not entered into any contract/arrangement/transactions with related parties which could be considered as material. The particularsof contracts or arrangements referred to in section 188 (1) of the Companies Act 2013with related parties and as mentioned in form AOC-2 is attached as "AnnexureD".
20. PARTICULARS OF EMPLOYEE
In terms of the provisions of section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part of this report. However pursuant to provision of section136(1) of the Act this report is being sent to the shareholders excluding the aforesaidinformation. Any shareholder interested in obtaining said information may write to theCompany Secretary at the Registered Office/Corporate Office of the company and the saidinformation is open for inspection at the Register office of the company.
21. HUMAN RESOURCES
Your Company considers Great Brand and Great People as its biggest asset. The Companyis continued to organize various inbound and outbound training programs recreation andteam building activities to enhance employee skills and motivation. The Company alsoconducted various workshops and events for grooming and upgrading vocational skills of thetalent pool in order to meet future talent requirements.
The company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposit from public was outstanding as on the date of thebalance sheet.
23. CORPORATE SOCIAL RESPONSIBILITY
In accordance with section 135 of the Companies Act 2013 Corporate SocialResponsibility is not applicable to the company.
24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT
Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given the notes to the Financial Statements.
25. PREVENTION OF SEXUAL HARASSMENT POLICY
Considering gender equality the Company has zero tolerance for sexual harassment atworkplace. The Company has an Anti-Sexual Harassment Policy in line with the requirementof the Sexual Harassment of woman at workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaintreceive regarding sexual harassment. In Financial Year 2019 there were no complaints werereceived from any of the employee.
i. Number of Complaints filed during the financial year - NIL
ii. Number of complaints disposed of during the financial year - NIL
iii. number of complaints pending as on end of the financial year - NIL
26. WHISTLE BLOWER/ VIGIL MECHANISM
The Company has established a Vigil Mechanism and adopted a whistle blower policy forits directors and employees to report concern about unethical behavior actual orsuspected fraud or violation of the Company's code of conduct or ethics policy. Themechanism provides adequate safeguards against victimisation of persons who use thismechanism. During the financial year 2018-19 no cases under this mechanism were reportedto the company and /or to any of its subsidiaries / association. Policy on whistle bloweris available at http://www. lykisgroup.com/invester-relation.html.
27. CORPORATE GOVERNANCE
The report on Corporate Governance as stipulated under the SEBI (Listing Obligation& Disclosure Requirements) Regulation 2015 forms an integral part of this report. Acertificate from Mr. Prateek Lalawat Practicing Company Secretary regarding compliance onconditions of corporate governance as stipulated in the Listing Regulations is alsoappended to the report on Corporate Governance.
28. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of SEBI (Listing Obligation & Disclosure Requirement)Regulation 2015 is presented in a separate section forming part of the Annual Report.
29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
A. Conservation of Energy:
The Company has initiated to take adequate measures for conservation of energy. TheCompany shall explore alternative source of energy as and when the necessity arises.
B. Technology Absorption:
The Company continues to use the latest technologies for improving the productivity andquality of its services and products.
C. Foreign Exchange Earnings and Outgo:
|Particulars ||Current Year ||Previous Year |
|Foreign Exchange Outgo ||454.69 ||1064.02 |
|Foreign Exchange Inflow ||11481.59 ||15476.44 |
30. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments which could affect the Company'sfinancial position which have occurred during the year and till the date of this report.
The Board of Director take this opportunity to thank all its shareholders valuedcustomer banks government and statutory authorities investor and stock exchange fortheir continued support to the company. Your Directors wishes to place on record theirdeep sense of appreciation for the committed services by employees. Your Directorsacknowledge with gratitude the encouragement and support extended by our valuedshareholders and the Promoters of the Company.
| ||For and on behalf of the Board of Directors |
| ||Vijay Kedia |
| ||Chairman |
|Date: 13th August 2019 ||DIN: 00230480 |