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Lactose (India) Directors Report, Lactose India Reports by Directors
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Lactose (India)

BSE: 524202|ISIN: INE058I01013|SECTOR: Pharmaceuticals
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Directors Report Year End : Mar '18    Mar 17

To,

The Members,

The Directors have pleasure in presenting the Twenty Seventh Annual Report of the Company together with the Audited Statement of the Accounts for the year ended on 31st March, 2018.

FINANCIAL STATEMENT:

(Rs. In Lakhs)

Particulars

2017-18

2016-17

Operating and other Income

3179.07

3665.52

Expenditure

3456.37

3228.44

Profit before Tax

(277.31)

437.08

Prior period Items

-

-

Provision for Current Tax

-

91.13

Deferred Tax

(148.10)

64.46

Minimum Alternate Tax Credit Entitlement

-

-

Taxation of Earlier Years

3.71

3.07

Profit After Tax

(126.56)

280.13

DIVIDENDS:

Since the Company has incurred has losses in the FY 2017-18, the Board of Directors of your Company do not recommend any Dividend on equity shares for the FY 2017-18.

REVIEW OF OPERATIONS:

During the year under review, revenue of the Company was Rs. 3179.07 lakhs as compared to Rs. 3665.52 lakhs in the corresponding previous year. The Company incurred a net loss of Rs. 126.56 lakhs as compared to a net profit Rs. 280.13 lakhs in the previous year.

TRANSFER TO RESERVE:

The Company has not transferred any amount to reserves during the Financial Year 2017-18.

DEPOSITS:

The Company has not accepted any deposit or unsecured loans from the public within the meaning of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of deposit by Companies) Rules, 2014.

SHARE CAPITAL:

The Authorised Share Capital of the Company as on 31st March, 2018 is Rs. 12,00,00,000/- (Rupees Twelve Crores only). The Issued, Subscribed and Paid-Up Equity Share Capital as on 31st March, 2018 is Rs. 10,03,90,000/- (Rupees Ten Crore Three Lakh Ninety Thousand only). During the year under review, the Company had allotted 360,000 equity shares on conversion of Convertible Warrants issued on preferential basis to Promoters and Promoter Group in the below mentioned manner in two tranches i.e. 169,8000 Equity Shares in First Tranche on 23rd January, 2018 and 190,200 Equity Shares in Second Tranche on 20th March, 2018.

Sr. No

Name of the Allottee(s)

No. of Shares allotted

Date of Allotment

Price per share (Rs.)

1.

Mr. Atul Maheshwari

34,100

23rd January, 2018

158.10/-

2.

Mrs. Sangita Maheshwari

34,100

23rd January, 2018

158.10/-

3.

Mr. ShyamsunderToshniwal

37,500

23rd January, 2018

158.10/-

4.

Mrs. Madhu Toshniwal

37,500

23rd January, 2018

158.10/-

5.

Mr. Yash Maheshwari

6,600

23rd January, 2018

158.10/-

6.

M/s. Madhusha Lifecare Private Limited (Formerly known as Madhusha Projects Private Limited

20,000

23rd January, 2018

158.10/-

7.

Mr. Atul Maheshwari

68,400

20th March, 2018

158.10/-

8.

Mrs. Sangita Maheshwari

68,400

20th March, 2018

158.10/-

9.

Mr. Yash Maheshwari

13,400

20th March, 2018

158.10/-

10.

M/s. Madhusha Lifecare Private Limited (Formerly known as Madhusha Projects Private Limited

40,000

20th March, 2018

158.10/-

During the year under review, the Company has not issued shares with differential voting rights nor has issued any sweat equity shares as on 31st March, 2018.

Further the below mentioned director(s) hold the instruments convertible into equity shares:-

Sr.

Name of the Allottee(s)

No. of Convertible

Date of Allotment

No

Warrants held

1.

Mr. Shyamsunder To shniwal

75,000

20th December, 2017

DIRECTORS:

In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Mr. Shyamsunder Toshniwal, Non- executive Director of the Company retires by rotation at ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circulars and Guidance Notes issued by SEBI in this regard, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

The performance evaluations of Independent Directors were also carried out and the same was noted. Independent Directors in their separate meeting held on 20th March, 2018 carried out the performance evaluation of the Chairman, Managing Director and the Board as a whole.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, is provided as a separate section forming part of the Annual Report.

BOARD MEETINGS:

During the FY 2017-18 Ten (10) Board Meetings were conveyed and held by the Company. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder and Regulation 25 (3) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Independent Directors of the Company metonce during a year, without the attendance of Non-Independent Directors and Members of the Management.

The Independent Directors reviewed performance of Non Independent Directors, Chairman of the Company and the performance of the Board as a whole. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The feedback of the Meeting was shared with the Chairman of the Company.

NOMINATION AND REMUNERATION POLICY:

Pursuant to Provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination & Remuneration committee the Board has adopted policy for selection and appointment of Directors, Senior Management and their remuneration. The details of Remuneration Policy is stated in the Corporate Governance Report. The Nomination and Remuneration Policy is posted on the website of the Company.

STATUTORY AUDITOR& AUDIT REPORT:

At the Annual General Meeting of the Company held on 09th August, 2017, M/s.K. M. Tulsian& Associates, Chartered Accountants, Mumbai (Firm Registration Number 111075W), were appointed as statutory auditors of the Company for a term of five years [i.e., till the conclusion of Annual General Meeting to be held in FY 2022-2023].

The Notes on Accounts referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies Appointment and Remuneration of Managerial Personnel) rules, 2014, the Secretarial Auditors, Mrs. Priyanka Lahoti, Practicing Company Secretary, Mumbai (Certificate of Practice No. 8654), have issued Secretarial Audit Report for the Financial Year 2017-18 which is annexed as “Annexure A” and forms part of this Report.

MANAGEMENT’S REPLY ON AUDITOR’S REMARK IN SECRETARIAL AUDIT REPORT:

The Board of Directors would like to submit here that it was an operational delay in filing of Listing Application with the BSE Limited of 169,800 Equity Shares. Further the Company has complied by paying the requisite fees as prescribed under Regulation 108 (2) of LODR Regulations and SeBI circular dated 15/06/2017 for the delayed period after which the BSE Limited granted listing approval on date 07th May, 2018.

STATEMENT PURSUANT TO SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULTAION 2015:

The Company’s Equity shares are listed at BSE Limited. The Annual listing fee for the year 2018-19 has been paid.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control Systems commensurate with the size, scale and complexity of its operation. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Managing Director.

The Accounts Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Significant Audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The policy is placed the on the website of the Company. The web link for the same is:-http:// www.lactoseindialimited.com/policy.php

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

The information required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is given hereto and forms a part of this report as an “Annexure B”.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

Energy conservation is not only a national priority but also a key value driver for your Company. Employees are also encouraged to give suggestion that will result in energy saving.

As prescribed under the Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is not applicable, as there is no technology absorption, adaptation and innovation made by your Company. However, it has been the endeavor of the Company to continuously upgrade & standardize its products.

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as “Annexure C” to this Report.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a), extract of Annual Return in Form MGT-9 has been annexed to this Annual Report in “Annexure D” and same is available on the website of the Company and its weblink is www.lactoseindia.com

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186:

The details of Loan, Guarantees and Investments made by the Company under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

SAFETY, HEALTH AND ENVIRONMENT:

Your Company recognizes its role in health and safety, as well as its responsibility towards environment and society. Infact, your Company’s goals are: no accidents, no injuries to people and no damage to environment. Safety and security of personnel, assets and environmental protection are also on top of the agenda of the Company at its manufacturing facilities.

Clean environment and sustainable development integrated with the business objective is the focus of operations of the Company. The projects and activities are planned and designed with environment protection as an integral part to ensure a safe and clean environment for sustainable development.

DIRECTORS’ RESPONSIBILTY STATEMENT AS REQUIRED UNDER SECTION 134(3)(c) OF THE COMPANIES ACT 2013:

To the best of knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act.

(a) That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgments have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2018 and of the profit or loss of the company for the year ended on that date;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) That the annual financial statements have been prepared on a going concern basis;

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

(f) That systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE:

As per the SEBI(Listing Obligation and Disclosure Requirements) Regulation, 2015 the Company has prepared a report on Corporate Governance together with a certificate from the Company’s Auditors confirming Compliance is set out in the “Annexure E” forming the part of this Annual Report.

DISCLOSURES: AUDIT COMMITTEE:

The Audit Committee comprises Independent Directors namely Mr. G. K. Sarda (Chairman), Mr. Pramod Kalani and Mr. Abhijit Periwal as other members. The Audit Committee played an important role during the year. It coordinated with the Statutory Auditors, Internal Auditors and other key personnel of the Company and has rendered guidance in the areas of internal audit and control, finance and accounts. All the recommendations made by the Audit Committee were accepted by the Board. During the FY 2017-18 Five (5) Audit Committee’s Meetings were conveyed and held by the Company. The details of which are given in the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the FY 2017-18 Four (4) Stakeholders Relationship Committee’s Meetings were conveyed and held by the Company. The details of which are given in the Corporate Governance Report. With the compulsory dematerialization of the Company’s shares and electronic mode of transfers, postal dispatches which led to usual complaints, have been minimized.

NOMINATION & REMUNERATION COMMITTEE:

During the FY 2017-18 One (1) Nomination & Remuneration Committee’s Meetings were conveyed and held by the Company. The details of which are given in the Corporate Governance Report. The Nomination and Remuneration Committee recommends to the Board the suitability of candidates for appointment as Key Managerial Personnel, Directors and the remuneration packages payable to them and other employees.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.

During the financial year under review, the Company has not received any complaints from any of the employees of the Company.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Industrial Relations continued to be harmonious throughout the year under review. Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programs which have helped the Organization achieve higher productivity levels.

MATERIAL CHANGES:

There are no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company i.e. 31st March, 2018 to which these financial statements relate and date of this report.

RISK MANAGEMENT POLICY:

As a part of good corporate governance the Company has constituted the Risk Management Committee. The Committee has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plan and policy for the Company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

The Committee reviewed the risk trend, exposure and potential impact analysis carried out by the management. It was specifically confirmed to the Committee by the MD and the CFO that the mitigation plans are finalised and up to date, owners are identified and the progress of mitigation actions are monitored.

PREVENTION OF INSIDER TRADING:

The Company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and your Company’s operation in future

APPRECIATION:

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended to the Company by all valued customers and bankers of the Company.

Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.

For and on Behalf of the Board

Sd/- Sd/-

(Atul Maheshwari) (Sangita Maheshwari)

Managing Director Whole-time Director & CFO

DIN:00255202 DIN:00369898

Date : 19th July, 2018

Place : Mumbai

Regd. Office

Survey No. 6,

Village Poicha (Rania)

Savli, Vadodara,

Gujarat – 391780

Source : Dion Global Solutions Limited
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