Lasa Supergenerics Ltd Directors Report.
The members of,
Lasa supergenerics limited
Your board of directors are pleased to share with you the business performance along with the audited financial statements for the financial year ended march, 31 2019.
Amount (Rs in lakhs)
|March 31,2019||March 31,2018|
|Income from operations||16957.30||24,583.88|
|Profit/ (loss) before depreciation, interest and tax||1522.69||4474.34|
|Profit/ (loss) before interest and tax||(408.16)||2657.68|
|Less: financial charges||1202.12||1,134.35|
|Profit/ (loss) before extraordinary items & tax||(1610.28)||1523.33|
|Less: exceptional items||-||-|
|Add excess depreciation due to change in depreciation method from wdv to slm.||-||-|
|Less: (excess)/ short tax provision||60.95||-|
|Less: provision for taxation||-||316.33|
|Add : deferred tax income / (expenditure)||(468.17)||(26.99)|
|Profit / (loss) after tax||(1203.06)||1233.99|
|Add: prior period income /(expenditure) (net)||-||-|
|Add: other comprehensive income||(1.25)||(1.42)|
|Profit / (loss) for the year||(1204.31)||1232.58|
Note: figures of previous year have been regrouped / reclassified wherever necessary, to confirm to this periods classification.
> results of operations:
The total revenue from operations for the year ended march 31, 2019 was 16957.30 lakhs as compared to 24,583.88 lakhs, for the year under review, your company has reported earnings before interest, depreciation and tax of 1522.69 lakhs, compared to 4474.34 lakhs in the previous year, top line and margins of the company are relatively lower due to raw material prices and other factors.
> rights issue:
Board of directors based on the recommendation of fund raising committee reviewed and discussed proposed rights issues status and decided to withdraw the same in their meeting held on august 12, 2019 decision was taken collectively taking into consideration many factors including but not limited to eroded market capital of the company & corresponding authorized capital and overall market condition which was not favorable.
> changes in share capital:
The movement of share capital:
|Particulars||No of shares||Amount in|
|Authorized share capital as on april 01, 2018||3,50,00,000||35,00,00,000|
|Authorized share capital as on march 31, 2019||5,00,00,000||50,00,00,000|
Your company has only one class of equity shares and it has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or directors of the company, under any scheme.
> transfer to reserves:
Your company do not propose to transfer any amount to general reserve out of the total amount available for appropriation.
> financial liquidity:
As at march 31 2019, your company had liquid assets of 268.5 lakhs as against 263.48 lakhs at the previous year end.
Your company maintains sufficient cash reserves to meet its operations and strategic objectives
Your company has not accepted any deposits from public within the purview of section 73 & 74 of the act read with companies (acceptance of deposits) rules, 2014 during this financial year ended march 2019 and, as such, no amount of principal or interest was outstanding as of the balance sheet date. The company has no deposit which is not in compliance with the provisions of chapter v of the act and as the companies (acceptance of deposit) rules, 2014.
> particulars of loans, guarantee or investments u/s 186:
Details of loans, guarantees and investments covered under the provisions of section 186 of the act and schedule of the sebi (listing obligation and disclosure requirements) regulations 2015 (hereinafter referred to as "sebi listing regulations,2015") are given in the notes to the financial statements.
> material changes and commitment:
Except as disclosed elsewhere in the report, there have been no material changes in commitment between the ends of financial year to which this financial statement relates on the date of this report.
> related party transaction:
In line with the requirements of the companies act, 2013 and listing regulations, your company has formulated a policy on related party transactions which is also available on the companys website at www.lasalabs.com . The policy intends to ensure that proper reporting, compliance and disclosure process are in place for all transactions between the company and related parties.
All related party transactions are placed before the audit committee for review and approval. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arms length.
> state of companys affairs:
The company is engaged in the business of manufacturing, trading, producing, processing, preparing, treating chemicals, api, pharmaceuticals, drugs, etc. There is no change in the business of the company during the financial year ended march 31, 2019.
Since your company is relatively young and based on planned business growth to meet exigencies, your directors deem it proper to preserve the resources of the company for its activities and therefore, do not propose any dividend for the financial year ended march 31, 2019.
> share capital:
The authorised share capital of the company is
50.00. 00.000/- (rupees fifty crore only) divided into
5.00. 00.000 equity shares of 10/- each which increased by 15,00,00,000 (rupees fifteen crore only) divided in to
1.50.00. 000 equity share of 10/- each in financial year 2018-19
> DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Following are directors and key managerial personnels and changes among them during the year under review:
1. Mr. Mithun mohan jadhav~
2. Ms. Nidhi kulshrestha (company secretary & compliance officer)@
3. Mr. Ravi shankar kabra (chief financial officer)* *appointed w.e.f.13.08.2018
@appointed w.e.f. 16.06.2018
~ appointed as whole time director and factory occupier w.e.f august 13, 2018
1) mr. Sumant kharasambale, whole-time director#
2) mr. Vishnu gupta additional director.*
3) mr. Hitesh wadhwani company secretary and compliance officer. #
#resigned w.e.f 16.06.2018
*appointment as whole time director not ratified by shareholders of the company through postal ballot / e-voting dated 15.05.2018.
> FAMILIARISATION PROGRAMME FOR THE INDEPENDENT
In compliance with the requirements of regulation 25(7) of the listing regulations, 2015, the company has put in place a familiarization programme for independent directors to familiarize them with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model etc. The details of the familiarization programme conducted are available on the website of the company www.lasalabs.com .
> evaluation of performance of the board, its committees and individual director:
During the year, the evaluation of the annual performance of individual directors including the chairman of the company and independent directors, board and committees of the board was carried out under the provisions of the act and relevant rules and the corporate governance requirements as prescribed under regulation 17 of listing regulations, 2015 and the circular issued by sebi dated january 5, 2017 with respect to guidance note on board evaluation. The nomination and remuneration committee had approved the indicative criteria for the evaluation based on the sebi guidance note on board evaluation.
The chairman of the company interacted with each director individually, for evaluation of performance of the individual directors.
In a separate meeting of independent directors, performance of non independent directors and performance of the board as a whole was evaluated. Further, they also evaluated the performance of the chairman of the company, taking into account the views of the executive directors and nonexecutive directors.
The performance of the board was evaluated after seeking inputs from all the directors on the basis of various criteria such as structure and diversity of the board, experience of director, strategy and performance evaluation, secretarial support, evaluation of risk, evaluation of performance of the management and feedback, independence of the management from the board etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as mandate and composition, effectiveness of the committee, structure of the committee and meetings, independence of the committee from the board and contribution to decisions of the board. The nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as knowledge and competency, fulfillment of functions, availability and attendance, initiative integrity contribution and commitment, independence, independent views and judgment etc.
> committee composition:
The details pertaining to composition of committees are included in the corporate governance report, which forms a part of this report. Annexure iii
> human resources:
Our company recognizes that employees are the most valuable resource and endeavors to enable its employees to meet business requirements while meeting their career aspirations. The human resource agenda continues to support the business in achieving sustainable and responsible growth by building the right capabilities in the organization. It continues to focus on progressive employee relations policies and building a high-performance culture with a growth mind-set where employees are engaged, productive and efficient.
Our company has in place duly approved ppm (personnel policy manual) indicating roles and responsibilities of human force in the company.
> declaration by an independent director:
The company has received declarations from all independent directors of the company confirming that they with the criteria of independence as prescribed under sub-section (6) of section 149 of the act and as per sebi (listing obligations and disclosure requirements) regulations, 2015 ("listing regulations, 2015").
> number of meetings of the board:
The board of directors of the company met 7 (seven) times during the financial year. The details of board meetings are provided in the corporate governance report, which forms part of this report. Annexure iii
> policies of the company:
Following are the policies which are formulated by the company and also available on the website of the company.
sexual harassment policy
governing transactions with related parties policy
whistle blower policy
nomination & remuneration policy
human resource policy
code of conduct policy
overlay succession policy
> directors responsibility statement:
The directors confirm that:
In terms of provisions of section 134(3) (c) and section 134(5) of the companies act, the board of directors, to the best of their knowledge and ability, in respect of the financial year ended march 31, 2019, confirm that:
A) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
B) they 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 and of the profit of the company for that period;
C) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
D) they had prepared the annual accounts on a going concern basis; and
E) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
> remuneration policy for directors, key managerial personnel and other employees and criteria for appointment of directors:
The board of directors has framed a policy which lays down a framework in relation to remuneration of directors, key managerial personnel and senior management of the company. This policy also lays down criteria for selection and appointment of board members. Corporate governance report, which forms a part of this report. Annexure iii
> consolidated financial statements:
Not applicable since your company do not have any subsidiary during the year under review.
> internal financial controls system and their adequacy:
The company has in place well defined and adequate internal financial control framework. During the year under review, such controls were tested and no material weaknesses in their design ,products and operation were found.
> extract of annual return:
The details forming part of the extract of the annual return in form mgt-9, as required under section 92(3) of the act read with rule 12(1) of the companies (management and administration) rules, 2014, is included in this report as annexure i forms an integral part of the directors report.
> corporate social responsibility (csr):
The corporate social responsibility committee has formulated and recommended to the board, a corporate social responsibility policy (csr policy) indicating the activities to be undertaken by the company, which has been approved by the board.
The company has identified the areas for csr activities which are in accordance with schedule vii of the companies act, 2013, some of which are health and social welfare, promotion of education, environment sustainability, employment enhancing vocational skills and employee engagement activities. The report on csr activities as required under companies (corporate social responsibility policy) rules, 2014 is set out as which forms a part of this annual report. The policy is available on the website of the company. Www.lasalabs.com .
> conservation of energy, technology absorption, foreign exchange earnings and outgo:
The provisions relating to energy conservation and technology absorption have been adhered to the extent applicable to the company. The company makes all efforts towards the conservation of energy and ensures safety.
The particulars as prescribed under section 134(3) (m) of the act read with rule 8(3) of the companies (accounts) rules, 2014 relating to conservation of energy, technology absorption is provided in annexure ii which forms the part of this report.
The details of foreign exchange earnings and outgo during the year under review are provided under notes of the audited financial statements. The members are requested to refer to the said note for details in this regards.
> particulars of employees:
There were no employees drawing remuneration in excess of the limits prescribed under section 196 and 197 of the companies act, 2013 read with companies (appointment and remuneration of managerial personnel) rules, 2014 during the financial year the ratio of the remuneration of each whole-time director and key managerial personnel to the median of employee remuneration as per section197 (12) of the companies act 2013 read with rule 5 of the companies (appointment & remuneration of the management personnel) rules, 2014 forms part of this report as annexure iv.
> regulatory approvals:
The relevant regulations and policies as prescribed by the government of india and other regulatory bodies have been duly complied with by your company.
Our manufacturing facilities are monitored and approved by various regulatory authorities. Periodically, the fda, mpcb etc. Your company has halal and gmp certificate. Such authority conducts routine audits of all approved facilities.
> committees of the board:
Your company has eight (8) committees of the board of directors as on march, 31 2019 out of which 4 are statutory committees and other 4 are committees considering the need of best practices in corporate governance of the company.
Details included in the corporate governance report annexure iii.
nomination and remuneration committee
stakeholders relationship committee
corporate social responsibility committee other committees:
fund raising committee
> secretarial audit report:
Pursuant to section 204 of companies act 2013 and rules made thereunder, a secretarial audit report for the financial year 2018-19 in form mr-3 given by m/s shivam sharma & associates, practicing company secretary is attached as annexure- v forms part of this report.
Further, the secretarial auditor report does not contain any qualification, reservation and adverse marks.
> corporate governance report:
A detailed report on corporate governance and certificate of the auditors of the company regarding compliance of the conditions of corporate governance as stipulated in part c of schedule v of the listing regulations, 2015, are enclosed as a separate section and forms a part of this report under annexure iii.
> management discussion and analysis:
Pursuant to regulation 34 read with schedule v of the sebi listing regulations, 2015, detailed review of operations, performance and future outlook of the company is covered under managements discussion & analysis which forms a part of this report.
> prevention of sexual harassment at workplace:
Your company strongly believes in providing a safe and harassment free workplace for each and every individual working for the company through various interventions and practices. It is the continuous endeavor of the management of the company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013 and the rules thereunder. The company arranged various interactive awareness workshops in this regard for the employees in the manufacturing sites, r & d set ups & corporate office during the financial year, your company have also appointed external member in the committee dealing in prevention of sexual harassment.
During the financial year ended march 31, 2019, no complaint pertaining to sexual harassment was received by the company.
> vigil mechanism policy:
The company has devised an effective vigil mechanism for stakeholders including directors, shareholders, employees to report concerns about unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy to freely communicate their concerns about illegal or unethical practices. The policy has been explained in detail in the website of company i.e. Www.lasalabs.com
> patents :
Patents which belongs to your company are follows:
|Sr. No description||Patent no|
Lasa supergenerics ltd.
Logo accepted for registration by trademark registry in the name of lasa supergenerics ltd.
> details of significant and material orders passed by the regulators or courts or tribunals:
There are no significant and material orders passed by the regulators or court or tribunal which would impact the going concern status of the company in financial year 2018-19
> succession planning:
The company has succession plan in place for orderly succession for appointments to board and to senior management.
> auditors and auditors report:
As per the requirement of central government and pursuant to section 148 of the act read with the companies (cost records and audit) rules, 2014 as amended from time to time, your company has been carrying out audit of cost records every year.
The board of directors, on the recommendation of audit committee, has appointed m/s ritesh & associates, cost accountants, mumbai (firm regn. No.: 100675) as the cost auditor to audit the cost records of the company for financial year 2019-20.
The company is seeking the approval of the shareholders for the remuneration of m/s n. Ritesh & associates, cost auditors, mumbai (firm regn. No.: 100675) as the cost accountant of the company for the financial year ending march 31, 2020 vide item no. 3 of the notice of agm.
Pursuant to the provisions of section 204 of the act and the companies (appointment and remuneration of managerial personnel) rules, 2014, the board of directors of the company had appointed m/s shivam sharma & associates, practicing company secretary (m. No: a35727, cp. No: 16658) to undertake the secretarial audit of the company for the year ended march 31, 2019. The secretarial audit report for the financial year ended march 31, 2019 has been annexed to this report as annexure v and forms an integral part of this report.
M/s thanawala & company, charted accountants (firm registration no. 110948w) , the statutory auditor of the company were appointed by the shareholders meeting held on september 25, 2018 for a period of five years i.e upto 2022 . Pursuant to companies amendment act 2017, their appointment is not subject to annual rectification at the agm.
Accordingly notice does not contain proposal for ratification of their appointment.
The auditors report does not contain any qualification, reservation or adverse remark. Independent auditors report annexed which forms part of this report.
> secretarial standards:
The company is in compliance with applicable secretarial standards issued by the institute of company secretaries of india
> details of fraud, if any reported by the auditors:
There have been no instances of fraud reported by auditors pursuant to section 143(12) of the companies act, 2013.
> annual secretarial compliance report:
The company has undertaken an audit for the financial year 2018-19 for all applicable compliances as per securities and exchange board of india regulations and circulars / guidelines issued thereunder.
The annual secretarial compliance report submitted by your company to the stock exchanges is provided under the corporate governance report, annexure iii which forms part of this report.
> appreciations and acknowledgement:
The board wish to express their appreciation for the continued co-operation of the government of india, governments of various states in india, bankers, financial institutions, shareholders, customers, dealers, suppliers for their valuable assistance. The directors also wish to thank all the employees for their contribution, support and continued commitment throughout the year.
|For and on behalf of the board of directors of|
|Lasa supergenerics limited|
|Shivanand g.||Omkar p.|
|Date: august29, 2019||(din 00185508)||(din 01587154)|