Yours Company's Directors have pleasure in presenting 34th Annual Report of the CompanyLykis Limited along with Audited Financial Statement for the year ended March 31 2018
1. FINANCIAL HIGHLIGHTS
| || || || ||(` In Lakhs) |
|Particulars ||For the year ended on 31.03.2018 ||For the year ended on 31.03.2017 ||For the year ended on 31.03.2018 ||For the year ended on 31.03.2017 |
| ||(standalone) ||(standalone) ||(consolidated) ||(consolidated) |
|Income || || || || |
|Revenue from Operation ||14828.78 ||10610.87 ||14825.45 ||10726.53 |
|Other Income ||256.49 ||294.76 ||271.55 ||294.80 |
|Total Income ||15085.27 ||10905.63 ||15097.00 ||11021.33 |
|Expenditure || || || || |
|Less: Operating & Other Expenses ||15077.37 ||10791.01 ||15420.60 ||11292.49 |
|Profit Before Depreciation and Tax ||7.90 ||114.62 ||(323.60) ||(271.16) |
|Less: Depreciation ||47.42 ||41.73 ||47.90 ||42.00 |
|Profit/(Loss) Before Tax ||(39.52) ||72.89 ||(371.50) ||(313.16) |
|Less : Provision for Taxes ||7.67 ||12.64 ||(12.90) ||12.64 |
|Net Profit/(Loss) for the year ||(47.19) ||60.25 ||(358.60) ||(325.80) |
|Total Comprehensive Income / Loss for the year ||(47.19) ||60.25 ||(358.60) ||(325.80) |
2. COMPANY'S PERFORMANCE
During the year ended March 31 2018 Operational Revenue including other income onstandalone basis was `15085.27 lakhs vs `10905.63 lakhs last year (For a like to likecomparison). Profit/(Loss) Before Tax was `(39.52) Lakhs vs 72.89 Lakhs while NetProfit/(Loss) for the financial year ended March 31 2018 was `(47.19) Lakhs vs `60.25lakhs in previous year.
On a consolidated basis the operational revenue including other income was `15097 lakhsvs `11021.33 lakhs last year and Profit/ (Loss) Before Tax was ` (371.50) Lakhs vs `(313.16) Lakhs last year. Your Company has taken several remedial steps to meet thechallenges viz. measures in saving cost at all front of operations optimize use ofavailable 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 2018.
There is no amount proposed to be transferred to the General Reserve during the yearunder review.
5. SUBSIDIARY AND ASSOCIATES COMPANIES
As on March 31 2018 your company has one subsidiary company and five 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 ofsection 136 of the Companies Act 2013 the annual report of the Lykis Marketing PrivateLimited are placed on the company website i.e. www.lykisgroup.com
Lykis Packaging Private Limited Lykis Soaps Private Limited Lykon Foods PrivateLimited Lykis Confectionery Private Limited and Lyfresh Private Limited are the associatecompanies. Your company has sold of its all shareholding held in Lykis ConfectionersPrivate Limited Lyfresh Private Limited and Lykis Soaps Private Limited on July 02 2018August 01 2018 and August 16 2018 respectively consequent upon which these companyceased to be the Associate companies.
Pursuant to the provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiary and associate company inForm AOC-1 is attached as "Annexure A" to this report.
6. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provision of Section 129(3) of the Companies Act 2013 andRegulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation2015 the consolidated financial statements forms part of this Annual Report and shall alsobe laid before the ensuing Annual General Meeting of the company.
7. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act 2013 it is hereby confirmed that: i.In the preparation of annual accounts the applicable accounting standards have beenfollowed and they are no material departures. ii. They have selected such accountingpolicies and applied them consistently and made judgment and estimates that are reasonableand prudent so as to give a true and fair view of the state of affairs of the company atthe end of the financial year and of the profit and loss of the company for that period.iii. They have taken proper and sufficient care for the maintenance of adequate accountingrecords in according with the provision of this Act for safeguard the assets of thecompany and for preventing and detecting fraud and other irregularities. iv. They haveprepared annual accounts on a going concern basis. v. They have laid down internalfinancial control to be followed by the company and that such internal financial controlare adequate and were operating effectively.
8. BOARD OF DIRECTOR
In accordance with the provision of Companies Act 2013 Mr.Nadir Dhrolia retires byrotation in the forthcoming Annual General Meeting and being eligible for re-appointment.The Board of Directors recommends his re-appointment. The necessary resolutions for theappointment /re-appointment of the above mentioned director and their brief profile havebeen included in the notice convening the ensuing Annual General Meeting. All thedirectors of the company have confirmed that they satisfy the fit and proper criteria asprescribed under the applicable regulations and that they are not disqualified from beingappointed as directors in terms of section 164(2) of the companies act 2013.
The Board met five times during the financial year 2017-18 the details of which aregiven in the Corporate Governance Report that form a part of Annual Report.
9. KEY MANAGERIAL PERSONNEL
Company Secretary and Compliance Officer
During the year under review Mr. Shailesh K. Bhaskar and Ms. Rupa Khanna being CompanySecretary and Key Managerial Personnel of the Company resigned w.e.f from April 21 2017and November 25 2017 respectively. The Board of Directors places on record thecontribution made by them during their association with the company. Ms. Neha Mankame wasappointed as the Company Secretary and Key Managerial Personnel w.e.f 14th February 2018and also as the Compliance Officer of the Company w.e.f May 30 2018 in place of Mr.Udayan Bal.
Chief Executive Officer and Chief Financial Officer
Mr. Pawan Kumar Gupta Chief Executive Officer (CEO) and Mr. Ankit Maheshwari ChiefFinancial Officer (CFO) of the company has resigned from the services of the company witheffect from February 27 2018. The Board of Directors places on record the contributionmade by them during their long association with the company.
Further The Board has appointed Mr. Pratik Kedia as Chief Financial Officer of thecompany w.e.f August 13 2018. As on March 31 2018 Mr. Pawan Kumar Gupta (CEO) Mr. AnkitMaheshwari (CFO) and Ms. Neha Mankame (CS) were the Key Managerial Personnel of thecompany.
10. INDEPENDENT DIRECTORS
Mr. Mayank Jhunjhunwala Mr. Rajendra Manilal Shah 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) SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.
11. 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 14 2018performance of non-independent and the board as whole was evaluated taking into accountthe views of executive directors and non-executive directors. Performance evaluation ofIndependent director was done by the entire board excluding the independent directorbeing evaluated.
12. 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 Accountant (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 till the conclusion of 35th Annual General Meeting on suchremuneration as may be determined by the Board of Directors.
Pursuant to the amendment to section 139 of the Companies Act 2013 which was notifiedon May 07 2018 ratification of appointment of Statutory Auditor at every AGM is nolonger required.
There are no qualification reservation or adverse remark or disclaimer made in theaudit report for the financial year 2017-18.
Pursuant to provision of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the companies hadappointed Mr. Bijay Agarwal Practicing Company Secretary as Secretarial Auditor of thecompany. The Secretarial audit report is self explanatory. The Secretarial Audit Report isenclosed as "Annexure C" to the Board's Report.
14. 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.
15. 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 2018 are in accordance with the applicable accountingstandards.
16. 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.
17. 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".
18. 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.
19. 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. Company also conductedvarious workshops and events for grooming and upgrading vocational skills of the talentpool 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.
21. CORPORATE SOCIAL RESPONSIBILITY
Lykis Limited is committed to empower the local communities in its area of operationand support them in their path to sustainable and inclusive growth. This commitment isfundamental to the Company's long term success. Lykis Limited is focused on creatingshared value and making a difference through our Corporate Social Responsibilityinitiatives. i. Being in the FMCG Sector the company is extremely environmental friendlyand strives to contribute towards preserving nature and our environment. ii. The Companyprovides several local employment opportunities and contributes towards improvement instandard of living. iii. Immense care is taken to ensure that the necessities of all ourstakeholders are met. We treasure our employees and ensure their happiness in severalways. iv. The employees are provided with a healthy working environment free lunch andproper sanitation and water supply. Considerable amount has been invested intoinfrastructure to ensure health and safety of our employees.
22. 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.
23. 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.
24. AUDIT COMMITTEE
The audit committee comprises of three members i.e. Mr. Mayank Jhunjhunwala Ms. JyotiBudhia and Mr. Prince Tulsian. The Board of Directors has accepted all therecommendations made by Audit Committee from time to time.
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.
The following is a summary of the Sexual Harassment complaints received and disposedoff during the year 2017-18
1. No. of Complaints received: NIL
2. No. of Complaints disposed off: 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. Policy on whistle blower is placed on the company's website.
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 Dinesh Agarwal 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: || || |
| || ||(` in Lakhs) |
| ||Current Year ||Previous Year |
|Foreign Exchange Outgo ||1064.02 ||141.60 |
|Foreign Exchange earned ||15476.44 ||8645.33 |
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 |
|Place: Kolkata ||Chairman |
|August 13 2018 ||DIN: 00230480 |