Dear Members,
Your Directors have pleasure in presenting the Thirty Fifth (35th)
Annual Report of your Company together with the Audited (Standalone and Consolidated)
Financial Statements for the Financial Year ended 31st March, 2023.
The consolidated performance of the Company and its subsidiaries has
been referred to wherever required.
Financial Results
Your Companys financial performance (Standalone and Consolidated) for
the financial year ended March 31, 2023 is summarized below:
(All amount in Rupees Lacs, unless otherwise stated)
| Particulars |
For the financial year ended
(Standalone) |
For the financial year
ended(Consolidated) |
|
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
| Income: |
|
|
|
|
| Revenue from Operations |
623.55 |
543.36 |
682.62 |
603.99 |
| Other Income |
101.9 |
65.81 |
143.64 |
117.78 |
| Total Income |
725.45 |
609.17 |
826.26 |
721.77 |
| Expenses: |
|
|
|
|
| Operating Expenditure |
694.45 |
581.30 |
789.61 |
681.54 |
| Depreciation & Amortization Expense |
5.02 |
3.77 |
6.05 |
4.18 |
| Total Expenses |
699.47 |
585.07 |
795.66 |
685.72 |
| Profit Before Tax (PBT) |
25.97 |
24.10 |
30.60 |
36.05 |
| Tax Expense |
7.56 |
6.39 |
9.79 |
8.70 |
| Profit for the year(PAT) |
18.41 |
17.71 |
20.81 |
27.35 |
| Other Comprehensive Income (Net of tax) |
4.07 |
1.55 |
0.14 |
38.96 |
| Total Comprehensive Income for the period |
22.48 |
19.26 |
20.95 |
38.96 |
Companys Performance:
During the period under review, at consolidated level, the Company
achieved revenue of Rs.826.26 lacs EBITDA Rs. 36.65 lacs, PBT of Rs. 30.60 lacs and PAT of
Rs. 20.81 lacs as compared to the revenue of Rs. 721.77 lacs, EBITDA Rs. 40.23 lacs, PBT
of Rs. 36.05 lacs and PAT of Rs. 27.35 lacs respectively in the previous year.
On an unconsolidated basis (at standalone level), the Company achieved
revenue of Rs. 725.45 lacs EBITDA Rs. 30.99 lacs, PBT of Rs. 25.97 lacs and PAT of Rs.
18.41 lacs as compared to the revenue of Rs. 609.17 lacs , EBITDA Rs. 27.87 lacs, PBT of
Rs. 24.10 lacs and PAT of Rs. 17.71 lacs respectively in the previous year.
At the Standalone level the sales of the Company have increased by
14.76% as compared to previous year and at the Consolidated level also the sales of the
Company has increased by 13.02% as compared to last year.
Share Capital
As on March 31, 2023, paid up share capital of the Company was Rs.
5577.40 lacs divided into 55,774,000 equity shares of Rs.10/- each. There was no change in
share capital of the Company during the Financial Year 2022-23.
Dividend and Transfer to Reserves
In terms of the Dividend Distribution Policy, as per SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, equity shareholders of the
Company may expect dividend if the Company is having surplus funds and after taking into
consideration the relevant internal and external factors as mentioned in the said Policy.
Accordingly, considering the cash position, fund requirements for growth of business of
your Company and the brought forward losses, the Board of Directors has not recommended
any dividend for the financial year ended March 31, 2023. Accordingly, no amount is also
proposed to be transferred to the reserves of your Company.
Listing with Stock Exchanges
Your Company confirms that it has paid the Annual Listing Fees for the
year 2022-23 to Bombay Stock Exchange Ltd. and The Calcutta Stock Exchange Ltd. where your
Companys Shares are listed.
No shares of your Company were delisted during the financial year.
Change in the nature of business, if any
There has been no change in the nature of business of the Company
during the financial year 2022-23.
Deposits from Public
Your Company has not accepted any kind of deposit from the public under
Chapter V of the Companies Act, 2013 during the year under review and as such no amount on
account of principal or interest on deposits from public was outstanding as on the date of
the Balance Sheet.
Particulars of loans, guarantees and investments
There are no Loans, Guarantees and Investments made under the
provisions of Section 186 of the Companies Act, 2013 during the year under review.
Material Changes and Commitments, if any, affecting the Financial
Position between the end of the Financial Year and date of the report
There are no material changes or commitments affecting the financial
position of the Company, which have occurred between the end of the financial year to
which the financial statement relates and the date of this Report.
Management Discussion and Analysis Report
A detailed Management Discussion and Analysis Report as required under
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI LODR") forms part of this Annual Report
and is annexed as Annexure-1.
Human Resource Management
Attracting, enabling and retaining talent has been the cornerstone of
the Human Resource function and the results underscore the important role that human
capital plays in critical strategic activities such as growth.
Your Companys focus lies in creating a performance based culture,
driven by focused growth and clear career development plan for each employee. A robust
Talent Acquisition system enables the Company to balance unpredictable business demands.
Quality Initiatives & Achievements:
The Company successfully achieved annual enterprise-wide ISO
certification for ISO 27001:2013 (Quality Management) for Software Development, ERP
Solution, Website Development, Medical Transcription, Mobile Application and Digital
Marketing.
Consolidated Financial Statements
In accordance with the Companies Act, 2013 ("the Act"), SEBI
LODR and Ind-AS-110 on Consolidated Financial Statements, the Audited Consolidated
Financial Statements for the financial year ended March 31, 2023 are provided in the
Annual Report.
Subsidiary companies
The Company has two subsidiaries namely Lensel Web Services Private Ltd
and Rituraj Shares Broking Pvt. Ltd. as on March 31, 2023. There has been no material
change in the nature of business of the subsidiaries.
Pursuant to sub-section (3) of Section 129 of the Companies Act, 2013 a
statement containing the salient features of the financial statement of a companys
subsidiaries is given in Form No. AOC-1 annexed as Annexure 2, which forms a part
of this Annual Report.
During the year no new subsidiary was formed or ceased. Further, the
Company has no Joint Venture and Associate during the financial year ended March 31, 2023.
Pursuant to the provisions of Section 136 of the Companies Act, 2013,
the financial statement of the Company, consolidated financial statements along with
relevant documents and separate audited financial statements in respect of Subsidiaries,
are available on the website of the Company https://lnsel.com/investor/
The annual accounts of the subsidiary companies shall also be kept for
inspection by any shareholder in the Head Office of the Company and the respective offices
of its subsidiary companies.
The Company has adopted a policy for determining the criteria of
Material subsidiaries which can be viewed at the Companys website at the link:
(https://lnsel.com/wp-content/uploads/2020/39/policv-on-material-subsidiaries.pdf
Details of Significant and Material orders passed by the Regulators
/Courts / Tribunals Impacting the going concern status and the Companys operations in
future
During the financial year 2022-23, there was no significant and
material orders passed by any Regulators / Courts /Tribunals, which impacts the going
concern status and the Companys Operations in future.
Directors Responsibility Statement
Pursuant to Section 134 (3) (C) and 134(5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge and ability, 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) 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 and of the profit 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 the 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;
(e) the Directors have laid down internal financial controls to be
followed by the Company and such internal financial controls are adequate and are
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.
Directors and Key Managerial Personnel
Your Director Mrs. Arpita Gupta retires at the ensuing Annual General
Meeting and being eligible offers herself for reappointment. Additional information and
brief profile as required under the SEBI Regulations for the Director seeking
reappointment is annexed to the Notice of AGM. The Board of Directors of your Company
recommends her reappointment in the Board.
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, commission, if any and reimbursement of expenses or otherwise incurred by them for
the purpose of attending meetings of the Board /Committee of the Company.
Disclosures with respect to the Board composition, Directors and Board
meetings held during the financial year are covered under the Corporate Governance report
forming part of this report, as per the Provisions of the Companies Act, 2013.
All the declarations were placed before the Board. Further, all the
Directors have also confirmed that they are not debarred to act as a Director by virtue of
any SEBI order or any other statutory authority.
Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the company as on March 31, 2023 are; Mahesh Gupta, Chief
Executive Officer, Vikash Singh, Chief Financial Officer and Pritika Gupta, Company
Secretary.
Independent Directors
Your Company has laid down procedures to be followed for familiarizing
the Independent Directors with your Company, their roles, rights, responsibilities in your
Company and to impart the required information and training to enable them contribute
significantly to your Company.
All the Independent Directors of the Company have given declarations
that they meet the criteria of independence as laid down in section 149(6) of the Act and
Regulation 16(1)(b) of Listing Regulations. The Independent Directors have also confirmed
that they have complied with the Companys Code of Conduct.
The details of the familiarisation programme imparted to the
Independent Directors of the Company are uploaded on the website of the Company at https://lnsel.com/wp-content/uploads/2023/D3/familiarization-programme-for-independent-
director.pdf
Board and Committee Meetings
Four meetings of the board were held during the year. For details of
the meetings of the board and its Committees, please refer to the Corporate Governance
Report, which forms a part of this report.
Separate Meeting of Independent Directors
During the year under review, the Independent Directors met on February
11, 2023 without the presence of Non-Independent Directors and members of the Management
and, inter alia:
(i) reviewed the performance of Non-Independent Directors and the Board
as a whole;
(ii) reviewed the performance of the Chairperson of the Company, taking
into account the views of Executive Directors and NonExecutive Directors.
(iii) assessed the quality, quantity and timeliness of flow of
information between the Company management and the Board that is necessary for the Board
to effectively & reasonably perform their duties.
Board Evaluation
Pursuant to the provisions of the Act and the SEBI Listing Regulations,
the Nomination and Remuneration Committee has laid down the criteria for performance
evaluation on the basis of which the Board has carried out evaluation of its own
performance, the performance of Board Committees and of the Independent Directors
individually.
The Independent Directors of the Company, without the participation of
Non-Independent Directors and members of management, in their separate meeting held on
February 11, 2023, have reviewed the performance of Non-Independent Directors and the
Board as a whole. The review of performance of Non-Independent Directors was done, on
various parameters, such as, skill, competence, experience, governance, degree of
engagement, ideas & planning, attendance, leadership, etc. The Board performance was
reviewed on various parameters, such as, adequacy of the composition of the Board, Board
culture, appropriateness of qualification & expertise of Board members, process of
identification and appointment of Independent Directors, inter-personal skills, ability to
act proactively, managing conflicts, managing crisis situations, diversity in the
knowledge and related industry expertise, roles and responsibilities of Board members,
appropriate utilization of talents and skills of Board members, etc.
The Nomination and Remuneration Committee of the Board, based on the
report of the Independent Directors, evaluated the performance of the Non-Independent
Directors. The said Committee members also evaluated the performance of the Independent
Directors of the Company, based on the reports of the Executive Directors, considering
their requisite skills, competence, experience and knowledge of the regulatory
requirements relating to governance, such as, roles and responsibilities under the Code
for Independent Directors, the Act, the SEBI Listing Regulations, etc.
The Board of Directors of the Company, based on the report of the
Independent Directors and the Nomination and Remuneration Committee, evaluated the
performance of Board and of individual Directors. The Board also carried out the
evaluation of performance of its Committees on various parameters, such as, adequacy of
meetings in enhancing the effectiveness of the Committee, existence of a defined set of
objectives/ terms of reference, etc.
The result of review and evaluation of performance of Board, its
Committees and of individual Directors was found to be satisfactory.
Policy on Appointment of Director and Remuneration
The Nomination and Remuneration Committee identifies and ascertains the
integrity, qualification, expertise, skills, knowledge and experience of the person for
appointment as Director and Key Managerial Personnel. The appointment of a Director as
recommended by the Nomination and Remuneration Committee requires approval of the Board.
The remuneration determined for Executive/ Independent Directors is
subject to the recommendation of the Nomination and Remuneration Committee and approval of
the Board of Directors. The Non-Executive Directors appointed on the Board are paid
sitting fees for attending the Board and Board Committee meetings. No other remuneration
or commission is paid to the NonExecutive Directors.
The Board has, on the recommendation of the Nomination &
Remuneration Committee adopted and framed a Remuneration Policy for the Directors, Key
Managerial Personnel and other employees pursuant to the provisions of the Companies Act,
2013 and SEBI Listing Regulations. The said Remuneration Policy forms part of this report
and is annexed as Annexure-3 to this report. The same is also available on https://lnsel.com/wp-content/uploads/2021/08/remuneration-policy.pdf
Internal Financial Control System and their adequacy
The Company has in place adequate internal financial controls with
reference to the Financial Statements. The controls are adequate for ensuring the orderly
and efficient conduct of the business, including adherence to the Companys policies, the
safe guarding of assets, the prevention & detection of frauds & errors, the
accuracy and completeness of accounting records and timely preparation of reliable
financial information.
Cost Records and Cost Audit
Maintenance of cost records and requirements of cost audit as
prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not
applicable for the business activities carried out by the Company.
Audit Committee
The details with respect to the composition of the Audit Committee, the
number of meetings held during the Financial Year under review and attendance therein, and
the terms of reference has been detailed out in the Corporate Governance Report, which
forms part of this Annual Report.
Further, there were no instances wherein the Board had not accepted any
recommendation of the Audit Committee.
Nomination and Remuneration Committee
Details pertaining to constitution of the Nomination and Remuneration
Committee of the Board of Directors of the Company, number of meetings held during the
period under review, attendance therein and its terms of reference have been stated in the
Corporate Governance Report, which forms part of this Annual Report.
Auditors
Statutory Auditors
M/s. N H Agrawal & Associates, Chartered Accountants, Kolkata (Firm
Registration No. 327511E), were appointed as Statutory Auditors of your Company from the
conclusion of Thirty Fourth (34th) Annual General Meeting (AGM) till conclusion
of Thirty Ninth (39th) AGM to be held in the year 2027, as required under
Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules,
2014.
For the year under review, the statutory auditors have confirmed that
they satisfy the independence criteria required under the Companies Act, 2013.
The Auditors Report contains Unmodified Opinion on the financial
statements (Standalone and Consolidated) of your Company, for the year ended 31st March,
2023 and there are no qualifications reservations or adverse remarks in their report.
Secretarial A uditor
Pursuant to the provisions of Section 204 of the Act, read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of
Directors of the Company has re-appointed Mrs. Rasna Goyal, a Practicing Company Secretary
in Practice (CP No.-9209) to conduct the Secretarial Audit Report of the Company for the
financial year 2022-23. The Secretarial Audit Report in Form MR-3, for the financial year
ended March 31, 2023 is annexed as Annexure-4-(a) to this Report. The Secretarial
Audit Report does not contain any qualifications, reservations or adverse remarks.
Lensel Web Services Pvt Ltd., material subsidiary of your Company, has
undertaken its secretarial audit for the financial year ended March 31, 2023 by Mrs. Rasna
Goyal, a Practicing Company Secretary in Practice (CP No.-9209) as Annexure-4-(b) to
this Report. The Secretarial Audit Report does not contain any qualification, reservation
or adverse remark.
In line with the Circular dated February 08, 2019 issued by the
Securities and Exchange Board of India, Annual Secretarial Compliance Report for the year
ended March 31, 2023 confirming compliance of all applicable SEBI Regulations, Circulars
and Guidelines by the Company was issued by Rasna Goyal, Practicing Company Secretaries
and filed with the Stock Exchanges. The same is available on the website of the Company at
www.lnsel.com.
Qualifications in Audit Reports
The statutory auditors report and the secretarial audit report do not
contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial
audit report is attached to this report.
Risk Management Policy
The Company has systems for Internal Audit and Enterprise Risk
assessment and mitigation. As part of the Annual Internal Audit Plan, the audit plan is
approved by the audit committee. Further, on a quarterly basis summary of key findings is
presented to the Audit committee. With increasing globalization and unprecedented changes
in business environment, the Company on a periodic basis identifies these uncertainties
and after assessing them, formulates short-term and long-term action plans to mitigate any
risk which could materially impact the Companys long-term goals and vision.
In the opinion of the Board there is no such risk which may threaten
the present existence of the Company.
Secretarial Standards
The Directors state that the applicable Secretarial Standards, i.e.
SS-1 and SS -2, relating to Meetings of the Board of Directors and General Meeting
respectively, have been duly followed by the Company.
Vigil Mechanism/Whistle Blower Policy
The Company has adopted a Whistle Blower Policy to provide a formal
mechanism to the Directors, employees and others who are associated with the Company in
confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations to
report their concerns about unethical behavior, actual or suspected fraud or violation of
the Companys code of conduct. The Policy provides for adequate safeguards against
victimization of Employees/ Directors who avail the mechanism. The company affirms that no
person has been denied access to the Audit Committee in this respect. The said policy has
been uploaded on the website of the Company at
https://lnsel.com/wp-content/uploads/2020/39/vigil-mechanismwhistle-blower-policv.pdf Related
Party Transactions
All contracts / arrangements / transactions entered by the Company
during the financial year 2022-23 with related parties were in the ordinary course of
business and on an arms length basis .During the financial year, the Company had not
entered into any contract / arrangement / transaction with related parties which could be
considered material in accordance with the companys policy of Materiality of Related
Party Transactions except those, provided in Form AOC-2 are not applicable for the year
under review.
The Policy on dealing with related party transactions as approved by
the Board may be accessed on the Companys website at the link
https://lnsel.com/wp-content/uploads/2019/08/policy-on-related-party-transactions.pdf
The Directors draw attention of the members to Note no .22 to the
standalone financial statement which sets out related party disclosures.
Corporate Social Responsibility Initiatives
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable to the Company.
Annual Return
Pursuant to Section 92(3), read with Section 134(3)(a), of the Act, a
copy of the Annual Return of the Company as on the Financial Year ended 31 March, 2022, in
Form No. MGT-7, can be accessed on the website of the Company https://lnsel.com/wp-content/uploads/2023/Q8/extract-of-ar-form_mgt_7-1.pdf
Further, pursuant to Section 92(3) of the Act, the Annual Return of the
Company as on the Financial Year ended 31 March, 2023, will be duly uploaded on the
website of the Company, at https://lnsel.com/investor/, upon filing of the same
with the Registrar of Companies, under Section 92(4) of the Act.
Particulars of Employees and related disclosures
There are no employees falling within the provisions of section
134(3)(q) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Future Prospects
Your Company has had steady growth in both domestic as well as
international markets this year. Your Company has special focus on further expanding its
ERP & Mobile Application within India in coming years. It has also expanded its
digital transformation business in the overseas market by adding more business partners
from various countries. The Company anticipates getting good volume of business in the
coming year both from international as well as domestic market.
Cloud Solutions : continues to show an increasing demand as most
organizations are working remotely and hence moving to cloud to run their operations.
Cloud is increasingly becoming an integral part of the business across all sectors.
Your company has also been involved with Cloud Solutions. We are
partners with world leaders like AWS (Amazon Web Services) and Microsoft Azure for
offering robust cloud solutions to its customers.
E-commerce has come a long way since last few years. The way the
world consumes has now shifted in favor of the minimum- risk and minimum-exposure
advantage of online shopping., global e-commerce sales for 2023 is $5.8 Trillion in 2023.
Your company is actively helping companies to increase their sales by building their own
ecommerce platforms.
India adds the highest number of internet users per year, vs. any other
country in the world. More importantly, over 60% of consumers access the internet via
their smart phones.
Big business firms look for a product that helps them to tap in among
the target audience, to help them compete with other business and stay ahead of them. Our
skilled, proficient and experience mobile application team will help to plan, design,
develop and deliver a customized application to suit customers business needs.
We look forward to continuing to enhance our expertise in this area to
adhere to the continued demands of the market.
Following are few services that your company plans to offer in the
coming years:
• Your Company is also planning to expand itself as a staffing
company in various big IT companies working in the area of SAP & Oracle Applications.
• Your Company is now focused on further expanding Enterprise
Applications business both in domestic as well as in overseas market.
• Your Company is focusing on getting more Government projects in
the areas of ERP and Mobile Applications.
• Your company is also planning to venture into new and emerging
technologies like IoT, Robotics and Artificial Intelligence. Your Company is constantly
striving to keep pace with changing demands of corporations and adapt to new fields of
innovation, improved performance with a continued sense of commitment to a higher
standard. Your Company is committed to handle new roles and responsibilities and is open
to accept new challenges on a global basis by virtue of its strengthened business model.
In addition, there are continuous efforts at improving efficiency and delivering
excellence in project execution with the help of business automation tools.
Employee Stock Option Scheme
Presently, the Company does not have any Employee Stock Option/Purchase
Scheme.
Policy on Prevention of Sexual Harassment
Your Company has in place a policy on prevention of sexual harassment
at work place in accordance with the provisions of Prevention, Prohibition and Redressal
of Sexual Harassment of Women at Workplace Act, 2013. The policy aims at prevention of
harassment of women employees and lays down the guidelines for identification, reporting
and prevention of sexual harassment. During the year under review there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
Conservation Of Energy, Technology Absorption, Foreign Exchange
Earnings And Outgo Pursuant To Provisions Of Section 134 Of The Companies Act, 2013 Read
With The Companies (Accounts) Rules, 2014.
The Statement pursuant to section 134(3) (m) of the Companies Act, 2013
read with Rule 8(3) of the Companys (Accounts) Rules 2014 is annexed as Annexure-5 forming
part of this report.
Corporate Governance
The Corporate Governance Report, in terms of Regulation 34(3), read
with Schedule V, of the SEBI Listing Regulations, forms part of this Annual Report. The
Company has obtained a certificate from the Statutory Auditors of the company regarding
compliance of conditions and the same forms part of this annual report and annexed as Annexure-6.
Other Disclosures
a) Your Company has not issued shares with differential voting rights
and sweat equity shares during the year under review.
b) There are no proceedings initiated/pending against your Company
under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the
Company.
c) There were no instances where your Company required the valuation
for one time settlement or while taking the loan from the Banks or Financial institution.
Acknowledgments
Your Directors place on record their appreciation for the help and
co-operation received by them from ICICI Bank Ltd, Indusind Bank, Oriental Bank of
Commerce, State Government of West Bengal and Department of Electronics & Department
of Telecommunication under Ministry of Information & Technology Government of India,
specially Software Technology Parks of India, WEBEL (West Bengal Electronics Industry
Development Corporation Limited).
Your Directors also place on record their appreciation for the
dedicated services rendered by the employees of your Company at all levels and thank the
Companys customers, vendors, investors and academic partners for their continuous
support. Our consistent growth is possible because of their hard work, solidarity,
co-operation and support.
|
For and on behalf of the Board of Directors |
| Place: Kolkata |
Ajay Kumar Agarwal |
| Dated: 12th August, 2023 |
Executive Director |
+91-9892691696
