| Dear Members,
Your Directors have pleasure in presenting the 10th Annual Report of
your Company along with the Audited Statement of Accounts for the
Period ended 31st March, 2015
The Directors are pleased to present the 10thAnnual Report on the
business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.
1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY
The Board's Report shall be prepared based on the stand alone financial
statements of the Company.
Particulars FINANCIAL YEAR
2014-15 2013-14
Sales 135,701,165/- 95,911,188/-
Other Income 0/- 126,467/-
Total Income 135,701,165/- 96,037,655/-
Less: Expenditure 128,582,832/- 90,425,335/-
Profit Before Finance Cost,
Depreciation & Tax 71,18,333/- 5,612,320/-
Less: Finance Cost 3,747,705/- 3,961,317/-
Less: Depreciation 1,505,178/- 923,426/-
Net Profit Before Tax 1,865,450/- 727,577/-
Add: Extraordinary Income 0/- 960,612/-
Less :Current Tax Expense 913,159/- 233,474/-
Add/(Less) :Deferred Tax Adjustments 183,389/- 13,771/-
Net Profit After Tax 1,135,680/- 1,440,944/-
2. BRIEF DESCRIPTION OF THE COMPANY'S OPERATIONS DURING THE YEAR/STATE
OF COMPANY'S AFFAIR
During the current period of operation, your company has shown an
increase in the revenue to the extent of 41.49 % from Rs 959.11 Lakhs
during FY 2013-14 to Rs 1357.01 Lakhs during FY 2014-15. Profit after
Tax of the company has decreased to Rs 11.13 lakhs during FY 2014-15 as
compared to Rs 14.40 Lakhs during FY 2013-14.
3. FINANCIAL YEAR
This report of Directors along with its Annexure, Management Discussion
and Analysis, Corporate Governance Report, Financial Statements along
with their Notes are prepared for the period April 01, 2014 to March
31, 2015 (a period of 12 months). Pursuant to the provisions of Section
2(41) of the Companies Act, 2013, a 'financial year' in relation to the
Company means the period ending on the 31st day of March every year, in
respect whereof financial statement of the Company is made.
Your Company in compliance with the provisions of the Companies Act,
2013.
4. SHARE CAPITAL
During the period April 01, 2014 to March 31, 2015, there is a change
in the Issued, Subscribed and paid up share Capitalof your Company
pursuant to bonus issue in the ratio of 18:10 to the shareholders. The
Share Capital Audit as per the directives of the Securities and
Exchange Board of India (SEBI) is being conducted by Ranjana Mimani&
Associates, Practicing Company Secretaries. The Equity Shares of
yourCompany are listed on Bombay Stock Exchange in India viz. BSE
Limited (BSE)and the Company has entered into Listing Agreement with
the Stock Exchange. As per Clause 50C of the SME Listing Agreement, the
said Share Capital Audit reports are duly forwarded to the Stock
Exchanges where the Company's' Equity Shares are Listed. The paid up
Share Capital of the Company stands at Rs. 104,739,880./- (Rupees Ten
Crores Forty Seven Lakhs Thirty Nine Thousand Eight Hundred and Eighty
Only).
5. DIVIDENDS
The Company has decided to sustain the growth in line with the long
term growth objectives of the Company by retaining the profits and
utilizing the same for opportunities in hand, therefore the company
does not recommended any dividend.
6. RESERVES
No Amount has been transferred by the Company to Reserve during the
Year.
7. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the Directors' Responsibility Statement referred to in
clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013, the Board of Directorsof the Company state that-
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation and there
are no material departures from the same;
b) The Directors had selected such accounting policies and applied them
consistently and made judgments 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 viz. March 31, 2015 and of
the profit and loss of the company for that period;
c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern
basis; and
e) The Directorshad laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively and
f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
8. PUBLIC DEPOSITS
The Company has neither invited nor accepted any public deposits during
the period under review.
9. NUMBER OF MEETINGS OF BOARD OF DIRECTORS
During the Financial Year 2014-15, the Board of Directors of the
Company met 8 times on 30th May 2014, 13th June, 2014, 10th July 2014,
28th July, 2014, 14th October 2014, 12th January, 2015, 30th March 2015
and 31st March, 2015. Frequency and quorum at these meetings were in
conformity with the provisions of the Companies Act, 2013 and the
Listing Agreement entered into by the company with the Stock Exchanges.
All the Board members and the senior management personnel have affirmed
compliance with the Code of Conduct during the year ended on 31st
March, 2015.
10. EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) oftheCompaniesAct,2013 and rule
12(1) of the Companies (Management and Administration) Rules, 2014, an
extract of annual return in MGT 9 as a part of this Annual Report as
Annexure I.
11. PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies(Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this report as Annexure
II
12. AUDIT COMMITTEE
The composition of Audit Committee is as follows:
Name of Directors Designation in Nature of
Committee Directorship
Mr. Vicky Jain Chairman Independent Director
Mr. Shailesh Mistry Member Independent Director
Mr. Madhusudan Lakhotia Member Managing Director
During the Financial Year 2014-15, Audit Committee met 4 times on 30th
May,2014, 10th July, 2014, 14th October,2014 and 12thJanuary, 2015.All
the recommendations made by the audit committee were accepted by the
Board.Frequency and quorum at these meetings were in conformity with
the provisions of the Companies Act, 2013 and the Listing Agreement
entered into by the company with the Stock Exchanges.
13. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
All the Independent Non-Executive Directors of the Company viz. Mr.
Vicky Jain, Mr. Sajan Choudhary and Mr. Shailesh Mistry, have submitted
the declaration of independence as required pursuant to Section 149(7)
of the Companies Act, 2013, stating that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act,
2013 and Clause 49 of Listing Agreement.
14. NOMINATION AND REMUNERATION COMMITTEE
The Company follows a policy on "Nomination and Remuneration of
Directors, Key managerial Personnel and Senior Management". The Policy
adopted by the Company's Nomination and Remuneration Committee is as
per Annexure III.
15. CONTRACTS AND ARRANGEMENT WITHRELATED PARTY
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. All Related Party Transactions are placed before
the Audit Committee as also the Board for approval. The Company has
developed a Related Party Transactions Policy for purpose of
identification and monitoring of such transactions. None of the
Directors has any pecuniary relationships or transactions vis-a-vis the
Company. Form AOC 2 is attached as Annexure IV to this report.
16. MANAGEMENT DISCUSSION AND ANALYSIS
As required under Listing Agreements with the Stock Exchanges, the
Management Discussion and Analysis Report is annexed herewith the
Annual Report.
17. STATUTORY AUDITORS
The Statutory Auditors of the Company are M/s. Sabadra & Sabadra,
Chartered Accountants having ICAI Firm Registration Number 108921W,
have audited the Financial Statements of the Company for the period
April 01, 2014 to March 31, 2015. The Statutory Auditors were appointed
by the members of the Company at the 09th Annual General Meeting of the
Company held on July 16, 2014 to audit the Financial Accounts of the
Company. Their term in the office of Statutory Auditors concludes at
the ensuing Annual General Meeting and pursuant to provisions of
Section 139 of the Companies Act, 2013 read along with the applicable
rules framed thereunder, M/s. Sabadra & Sabadra are eligible for
re-appointment.
M/s. Sabadra & Sabadra have expressed their willingness to get
re-appointed as the Statutory Auditors of the Company and have
furnished a certificate of their eligibility and consent under section
141 of the Companies Act, 2013 and the rules framed thereunder to hold
the office of Statutory Auditors of the Company. As per the
requirements of the Listing Agreement, M/s. Sabadra & Sabadra have vide
letter confirmed that they hold a valid certificate. The Board on
recommendation of Audit Committee have recommended the members of the
Company, for appointment of M/s. Sabadra & Sabadra, as the Statutory
Auditors of the Company for a term of 4 years, subject to ratification
of members at every consequent Annual General Meeting.
18. SECRETARIAL AUDITORS
The Board of Directors vide their meeting held on March 31, 2015 have
appointed M/s R. M Mimani & Associates as Secretarial Auditors to
conduct Secretarial Audit for the Financial Year 2014-15.The
Secretarial Audit Report issued by M/s R. M Mimani & Associates,
Company Secretaries in Practice is self explanatory and does not call
for further comments. The Secretarial Audit Report and management reply
on qualifications in the said report forms a part of Directors Report
in Annexure V.
19. BUSINESS RISK MANAGEMENT
The Company has a robust Business Risk Management (BRM) framework to
identify, evaluate business risks and opportunities. This framework
seeks to create transparency, minimize adverse impact on the business
objectives and enhance the Company's competitive advantage. The
business risk framework defines the risk management approach across the
enterprise at various levels including documentation and reporting. The
framework has different risk models which help in identifying risks
trend, exposure and potential impact analysis at a Company level as
also separately for business. The Company has adopted risk management
policy.
20. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
I. Conservation of Energy
Your Company is continuously taking initiatives to ensure the optimum
utilization of energy available in day to day operations. Your Company
uses energy efficient lighting devices, light fittings to save energy,
capacitor bank / devices to maintain power factor which are environment
and power efficient.
II. Technology Absorption
Your Company is doing its business by ensuring optimum utilization of
its available resources. Your Company has not taken any research &
development activity so far.
III. Foreign Exchange Earnings and Outgo
The Company has not incurred in foreign currency during the financial
year 2014-15.
21. CODE OF CONDUCT
The Board has laid down a Code of Conduct for all Board members and
senior management personnel of the Company, which is available on
website of the company i.e. www.lakhotiapoly.in. The Company has
obtained confirmations for the compliance with the said code from all
its Board members and senior management personnel for the year ended
March, 31, 2015.
22. CAUTIONARY STATEMENT
Statements in this Report, Management Discussion and Analysis,
Corporate Governance, Notice to the Shareholders or elsewhere in this
Annual Report, describing the Company's objectives, projections,
estimates and expectations may constitute 'forward looking statement'
within the meaning of applicable laws and regulations. Actual results
might differ materially from those either expressed or implied in the
statement depending on the Market conditions and circumstances.
23. INTERNAL FINANCIALS CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness were observed.
24. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. Jayshree Lakhotia retires by rotation at the ensuing Annual
General Meeting under the applicable provisions of Companies Act, 2013,
Mrs. Jayshree Lakhotia being eligible and offering herself for
appointment, is proposed to be appointed as an Executive Director.
Mr. Krishna Jhawar, who was appointed as Additional Director, is
proposed to be appointed as Director, liable to retire by rotation in
the ensuing Annual General Meeting.
Based on the confirmations received from Directors, none of the
Directors are disqualified from appointment under Section 164 of the
Companies Act 2013.
25. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and provisions of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit Compliance Committee ,
Nomination and Remuneration Committee and Stakeholders Relation
Committee. The manner in which the evaluation has been carried out has
been explained in the Corporate Governance Report.
26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has always believed in providing a safe and harassment free
workplace for every individual through various interventions and
practices.
The Company always endeavours to create and provide an environment that
is free from discrimination and harassment including sexual harassment.
The Company has in place an Anti-Sexual Harassment Policy. Internal
Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-15
* Number of complaints received: NIL
* Number of complaints disposed off: NIL
27. PARTICULARS OF EMPLOYEES
Particulars of employees as required u/s 134 of the Companies Act, 2013
are not annexed since there are no employees drawing remuneration of
more than R 60,00,000/- per annum during the year under review, if
employed for full year or more than R 5,00,000/- per month, if employed
for part of the year.
28. CORPORATE GOVERNANCE
The Securities and Exchange Board of India vide it's Circular No.
CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, has clarified the
applicability of Clause 49 Corporate Governance on Listed Companies, as
per the aforesaid circular Clause 49 and it's annexure are not
applicable on your Company. However, the Company has made efforts to
provide the information in the Director's Report and the Corporate
Governance Report as per the Listing Agreement. A report on Corporate
Governance is a part of the Annual Report containing the details of
Directors remuneration along with the additional information to the
extent possible with the Company as a matter of prudence and good
governance.
29. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report under requirements of
Clause 52 of the SME Listing agreement forms part of this Annual Report
for the year ended 31st March 2015.
30. AUDITORS' REPORT
The Auditors' Report does not contain any qualification. Notes to
Accounts and Auditors remarks in their report are self-explanatory and
do not call for any further comments.
31. VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement, includes an Ethics &
Compliance Task Force comprising senior executives of the Company.
Protected disclosures can be made by a whistle blower through an
e-mail, or dedicated telephone line or a letter to the Task Force or to
the Chairman of the Audit Committee.
The Vigil Mechanism / Whistle Blower Policy has been uploaded on the
Company's Website i.e www.lakhotiapoly.in
32. PARTICULARS OF LOANS GIVEN, OR INVESTMENTS MADE
Particulars of loans given, investments made, along with the purpose
for which the loan or guarantee or security is proposed to be utilized
by the recipient are provided in the financial statement (Please refer
to the standalone financial statement).
33. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most important
assets. Your Company continuously invest in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
34. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).
35. LISTING WITH STOCK EXCHANGES
The Company is listed on BSE SME segment. The Company confirms that it
has paid the Annual Listing Fees for the year 2015-2016 to BSE where
the Company's Shares are listed.
36. ACKNOWLEDGEMENTS
The Directors wish to thank and deeply acknowledge the co-operation,
assistance and support extended by the Regulatory Authorities,
Company's Bankers, Customers, Shareholders and other business
constituents during the year under review.
The Directors also wish to place on record their appreciation for all
round co-operation and contribution made by employees at all levels.
By Order of the Board of Director
Sd/- Sd/-
Date: September 03, 2015 Madhusudhan Lakhotia Jayshree Lakhotia
Place: Nashik (Managing Director) (Executive Director)
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