Dr Lalchandani Labs Ltd Directors Report.

To
The Members
DR LALCHANDANI LABS LIMITED

The Directors take pleasure in presenting the 03rd Annual Report together with the Audited Financial Accounts for the year ended 31st March, 2020.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March, 2020 is as summarized below:-

Particulars 2019-2020 2018-2019
Gross Turnover & Other Income 6,10,38,720 5,26,67,458
Profit before Interest, Depreciation &Taxation 1,26,88,544 1,20,42,054
Less Interest 18,49,827 13,63,094
Profit/(Loss)before Depreciation & Taxation 1,08,38,717 1,06,78,960
Less Depreciation 38,38,964 34,88,750
Profit/(Loss) before tax 69,99,753 71,90,210
Less Provision for Taxation (Incl. Deferred Tax) 22,57,318 18,54,768
Net Profit/ (Loss) for the year 47,42,435 53,35,442
Balance Carried to Balance Sheet 47,42,435 53,35,442

2. Performance Review:-

Your directors report that for the year under review, your Company has been able to achieve Turnover of Rs.610.38 Lakhs. The revenue from operations for the year is Rs.610.38 lakhs.

3. Capital Structure:-

During the year under review, there is no change in the Authorized and Issued Share Capital of the Company.

4. Dividend:-

Your Directors do not recommend any dividend for the year 2019-2020 as under review.

5. Deposit:-

During the year under review your company has not accepted any deposits from the public and therefore no information is required to be furnished in respect of outstanding deposits.

6. Change in Nature of Business:-

There is no significant change made in the nature of the company during the financial year.

7. Transfer to Reserve:-

The Company has transferred current years profit of Rs. 47.42 Lakhs to the Reserve & Surplus and the same is in compliance with the applicable provisions prescribed under the Companies Act, 2013.

8. Details of Directors and Key Managerial Personnel:-

During the year under review, following changes in Directors and Key Managerial Personnel are mentioned below-

- Mrs. Anchal Gupta has been appointed as a Chief Financial officer w.e.f. 01st November, 2019.

Mrs. Anchal Gupta, (DIN-07873466) Director, retire from board by rotation and being eligible has offered herself for re-appointment at the ensuing Annual General Meeting.

As on 31st March, 2020 shareholding of directors in the company is given below-

S.No. Name of Director Shares Held Holding (in %)
1 Dr Arjan Lalchandani 2386851 55.08
2 Mr. Mohit Lalchandani 210807 4.86
3 Mrs. Anchal Gupta 36152 0.83

Brief composition of Board of Directors of the Company is annexed to this report as Annexure - III.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report as given below:

- Mrs. Manica Gupta regularized as a Non-executive Director w.e.f. 30th September, 2019.
- Mrs. Anchal Gupta has been appointed as a Chief Financial officer w.e.f. 01st November, 2019.

7. Directors Responsibility Statement:-

Your Director state that:

a) In the preparation of the annual accounts for the financial year 2019-2020, the applicable accounting standards read with requirements set out under Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;
b) Appropriate accounting policies have been selected and applied consistently and such judgments & estimates 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 on 31st March, 2020 and of the Profit and loss of the Company for the accounting year ended on that date;
c) Proper & 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 & detecting fraud and other irregularities; and
d) The annual accounts of the Company have been prepared on a going concern basis.
e) 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.
f) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

8. Statutory Auditors:-

M/s. Jain Agarwal & Company, Chartered Accountants (Firm Registration Number- 024866N), who are the Statutory Auditor of the Company, hold office till the Conclusion of the ensuing AGM to be held for the financial year ended 2023-2024.

9. Auditors Report:-

The Notes on Financial statement referred to in the Auditors report are self explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

10. Subsidiary Company:-

Currently, your company does not have any subsidiary.

11. Secretarial Auditors Report:-

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of the Company have appointed M/s. Heena Teneja & Associates, Practicing Company Secretary firm (ACS 50084 & COP No.-21920) as Secretarial Auditor and Scrutinizer to conduct Secretarial audit and scrutiny of the Company for the financial year ended on March 31,2020. Secretarial Audit Report issued by M/s. Heena Teneja & Associates, Practicing Company Secretary firm inform MR-3 is enclosed as Annexure VI to this Annual Report.

12. Tax Provisions:-

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on the company.

13. Corporate Governance:-

Company is listed on BSE-SME. Hence, Corporate Governance Report is not applicable to the Company for financial year 2019-2020.

14. Conservation of energy, technology absorption and foreign exchange earnings and outgo:-

The particular as prescribed under sub-Section (3) (m) of section 134 of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014,

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.
(ii) Foreign Exchange Earnings and Outgo:
Foreign Exchange Earned - NIL
Foreign Exchange Used - NIL

15. Corporate Social Responsibility:-

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

16. Particulars of employees:-

The information required under Section 197 of the Act and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Name of the Director Designation Remuneration Paid in FY 2019- 2020 (In Rs.) % increase of remuneration in 2020 as compared to 2019 previous year Ratio /Times per Median of employee remuneration
Arjan Lalchandani Managing Director 11,70,967 NA NA
Mohit Lalchandani Whole-time Director/ CEO 11,85,161 NA NA
Anchal Gupta Executive Director/CFO 6,00,000 NA NA
Manica Gupta Non-Executive Director NIL NA NA
Prakash Jhuraney Independent Director NIL NA NA
Rajiv Handa Independent Director NIL NA NA
Swati Poddar Company Secretary 3,00,000 NA NA

There is no employee who is drawing remuneration more than One Crore and Two Lakhs per annum, more than Eight Lakhs and Fifty Thousand per month and more than the remuneration of Managing Director or Whole-time Director.

The Board confirms that the remunerations paid to the directors is as per the remuneration policy.

17. Number of Meetings of the Board of Directors:-

During the year ended March 31, 2020, Fourteen (14) Board Meetings were held.

Sr. No. Date on which Board Meetings were held
1 27th April, 2019
2 04th May, 2019
3 23rd May, 2019
4 30th May, 2019
5 01st July, 2019
6 16th July, 2019
7 24th July, 2019
8 14th August, 2019
9 24th August, 2019
10 04th September, 2019
11 09th October, 2019
12 01st November, 2019
13 11th November, 2019
14 09th March, 2020

18.Statement on Declaration Given By Independent Directors Under Sub-Section (6) Of Section 149:-

The independent directors have provided their declaration, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-Section (6).

19.Particulars of Loan, Guarantees and Investments by Company:-

During the financial year ended March 31, 2020, no loan, guarantee and investment under Section 186 of the Companies Act, 2013 was made by the Company.

20.Related Party Transactions:-

During the year under review, besides the transactions reported in Notes to Accounts and AOC-2 (Annexure -I), forming part of the Annual Report. There were no other related party transactions with its promoters, directors, directors and management that had a potential conflict of interest of the Company at large.

21.Extract of Annual Return:-

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure - II to this Report.

WEB ADDRESS FOR ANNUAL RETURN: http://lalchandanipathlab.com

22.Significant and Material Orders Passed By the Regulators or Court:-

There are no Significant and Material orders passed by the regulators or Courts that would impact the going concern status of the Company and its future operations.

23.Audit Committee:-

In accordance with the provisions of Section 177 of the Companies Act, 2013 the Company has constituted an Audit Committee comprising of the following Directors viz., Mr. Prakash Jhuraney (Chairman), Mr. Mohit Lalchandani and Mr. Rajiv Handa. Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

24.Nomination and Remuneration Committee:-

In accordance with the provisions of Section 178(1) of the Companies Act, 2013, the Company has constituted a Nomination and Remuneration Committee comprising of the following Directors viz., Mr. Rajiv Handa (Chairman), Mr. Prakash Jhuraney and Mrs. Anchal Gupta. Nomination and Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.

25.Stakeholders Relationship Committee:-

In accordance with the provisions of Section 178(5) of the Companies Act, 2013, the Company has constituted a Stakeholders Relationship Committee comprising of the following Directors viz., Mr. Rajiv Handa (Chairman), Mr. Prakash Jhuraney and Mrs. Anchal Gupta. Stakeholders Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.

26.Reporting Under the Provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013:-

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal)Act, 2013.

The Company has framed proper policy to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. As per Section 22 and 28 of the Sexual harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013, the Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

No Sexual harassment complaints have been received and disposed off during the financial year 2019-2020.

27.Compliance with the Code of Conduct:-

The Board of Directors has laid down a Code of Conduct to be followed by the board members and all senior Managerial personnel of the company.

All Board Members and senior management Executives have affirmed compliance with the code of conduct for the Financial Year 2019-2020. (Annexure - IV)

28.Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as Annexure - V.

29.Details in Respect of Adequacy of Internal Financial Controls with Reference to the Financial Statement:-

Internal Control Systems has been designed to provide reasonable assurance that assets are safeguarded, transactions are executed in accordances with managements authorization and properly recorded and accounting records are adequate for preparation of financial statements and other financial information. Internal check is conducted on a periodical basis to ascertain the adequacy and effectiveness of internal control systems.

Further, the testing of such controls shall also be carried out independently by the Statutory Auditors as mandated under the provisions of the Companies Act, 2013.

In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

30.Risk Management Policy:-

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. The Company on various activities also puts necessary internal control systems in place across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

31.Nomination and Remuneration policy of Directors, Key Managerial Personnel And other Employees:-

In adherence of Section 178(1) of the Companies Act, 2013, the Board of Directors of the Company in its Meetings, approved a policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees.

32.Acknowledgement:-

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The Directors express their gratitude to the shareholders for their continuing confidence in the Company. The Directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Companys vision and mission.

On behalf of the Board of Directors,
For Dr Lalchandani Labs Limited

 

Sd/-
Dr Arjan Lalchandani
Chairman and Managing Director
DIN-07014579
Place: New Delhi
Date: 04th September, 2020