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BSE Code : | NSE Symbol : | ISIN:| SECTOR: - |

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Volume 280564

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Key Stats

MARKET CAP (RS CR) 18.34
P/E 32.14
BOOK VALUE (RS) 33.7715183
DIV (%) 0
MARKET LOT 1
EPS (TTM) 0.56
PRICE/BOOK 0.532993507727487
DIV YIELD.(%) 0
FACE VALUE (RS) 10
DELIVERABLES (%)
4

News & Announcements

16-Nov-2019

Lactose (India) standalone net profit declines 85.00% in the September 2019 quarter

15-Nov-2019

Lactose (India) Ltd - Announcement under Regulation 30 (LODR)-Newspaper Publication

13-Nov-2019

Lactose (India) Ltd - Outcome Of Board Meeting

13-Nov-2019

Lactose (India) Ltd - Financial Results For 30Th September, 2019.

07-Nov-2019

Lactose (India) schedules board meeting

10-Sep-2019

Lactose (India) schedules AGM

06-Sep-2019

Lactose (India) to convene AGM

08-Aug-2019

Lactose (India) to hold board meeting

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
Aarey Drugs & Pharmaceuticals Ltd 524412
Aarti Drugs Ltd 524348 AARTIDRUGS
Add Life Pharma Ltd 524665
Adithya Alkaloids Pvt Ltd 524320
Alpha Drug India Ltd(merged) 500006 ALPHADRUG
Anuh Pharma Ltd 506260
Anus Laboratories Ltd 532981
Arch Pharmalabs Ltd 524729
Aster Drugs & Pharmaceuticals Ltd 40286
Auro Laboratories Ltd 530233
Auromed Ltd 532103
Bacil Pharma Ltd 524516
Beta Drugs Ltd 535022 BETA
Betalact Laboratories Ltd 531238
Biotech Synergy Ltd 40183
Cheminor Drugs Ltd (Merged) 524140 CHEMNODRUG
Chemo Pharma Laboratories Ltd 506365
Chemox Chemical Industries Ltd (Wound-up) 512042 CHEMOXCHEM
Chiplun Fine Chemicals Ltd 530417
Core Laboratories Ltd (Merged) 506963
Coromandel Pharmaceuticals Ltd 524524
Daurala Organics Ltd(merged) 524256 DAURALAORG
Denis Chem Lab Ltd 537536
Dishman Pharmaceuticals and Chemicals Ltd(Merged) 532526 DISHMAN
Divis Laboratories Ltd 532488 DIVISLAB
Dynachem Pharmaceuticals (Export) Ltd 524562 DYNAPHARMA
Elder Pharmaceuticals Ltd 532322 ELDERPHARM
Elegant Pharmaceuticals Ltd 524344
Emergy Phaarma Ltd 524812
Everest Organics Ltd 524790
Fermenta Biotech Ltd 506414
Fernhill Industries Ltd 531466
Fine Drugs And Chemicals Ltd (Merged) 524782
Gennex Laboratories Ltd 531739
Godavari Drugs Ltd 530317
Granules India Ltd 532482 GRANULES
Gujarat Lyka Organics Ltd (Merged) 506930
Gujarat Themis Biosyn Ltd 506879 GUJTHEMIS
Hallmark Drugs & Chemicals Ltd 531407
Harshita Ltd 531347
Hikal Ltd 524735 HIKAL
Hiran Orgochem Ltd 506170
Hi-Tech Drugs Ltd 524424
Ishita Drugs & Industries Ltd 524400
J K Pharmachem Ltd 500218 JKPHARMA
Janak Intermediates Ltd 524380
Jubilant Life Sciences Ltd 530019 JUBILANT
Kaprinas Pharmaceuticals & Chemicals Ltd 530147
Kimia Biosciences Ltd 530313
Konar Organics Ltd 526933
Krebs Biochemicals & Industries Ltd 524518 KREBSBIO
Kwality Pharmaceuticals Ltd 539997
Larite Industries Ltd 512325
Lupin Ltd 500257 LUPIN
Magnum Intermediates Ltd 40177
Manav Pharma Ltd 524390
Marksans Pharma Ltd 524404 MARKSANS
Medicorp Technologies India Ltd (Merged) 532108 MEDICOTECH
Nagarjuna Drugs Ltd 530064
Nagarjuna Nature Base Ltd 40353
Nalin Chemicals Ltd 531292
Natco Laboratories Ltd (Merged) 500299 NATCOLABS
Nectar Lifescience Ltd 532649 NECLIFE
Neuland Laboratories Ltd 524558 NEULANDLAB
NGL Fine Chem Ltd 524774
Nutraplus India Ltd 524764
Orchid Pharma Ltd 524372 ORCHIDPHAR
Paam Drugs & Pharmaceuticals Ltd 524462 PAAMDRUG
Pan India Drugs & Chemicals Ltd 524560
Panchsheel Organics Ltd 531726 PANCHSHEEL
Par Drugs & Chemicals Ltd 535341 PAR
Parabolic Drugs Ltd 533211 PARABDRUGS
Parmax Pharma Ltd 540359
Parnax Lab Ltd 506128
Pharmed Chemicals Ltd 524733
Piramal Phytocare Ltd 532979 PIRPHYTO
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Ratna Drugs Ltd 524382
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Richline Pharma Ltd 524460
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Rupal Chemical Industries Ltd (Merged) 524705
Rupangi Impex Ltd (Wound-up) 512606 RUPANGIMPX
S S Organics Ltd 524636
Samrat Pharmachem Ltd 530125
Sequent Scientific Ltd 512529 SEQUENT
Sharvani Pharmaceuticals Ltd 40159
Shasun Pharmaceuticals Ltd(Merged) 524552 SHASUNPHAR
Shilpa Medicare Ltd 530549 SHILPAMED
Shilpax Laboratories Ltd 524482
Shrishma Fine Chemicals (Karnataka) Ltd 507000
Siris Ltd 524746 SIRIS
Smruthi Organics Ltd 540686
SMS Pharmaceuticals Ltd 532815 SMSPHARMA
Southern Herbals Ltd 500395 SOUTHNHERB
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Umedix India Ltd 524822
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Venmax Drugs & Pharmaceuticals Ltd 531015
Vera Laboratories Ltd (Merged) 40228
Vinati Organics Ltd 524200 VINATIORGA
Vitara Chemicals Ltd 524646 VITARACHEM
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Share Holding

Category No. of shares Percentage
Total Foreign 113408 1.11
Total Institutions 77920 0.77
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 1127442 11.07
Total Promoters 4371425 42.90
Total Public & others 4498805 44.16
Total 10189000 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Lactose (India) Ltd

Lactose (India) Ltd is an India-based company. The company is engaged in the manufacturing and trading of pharmaceutical products. They offer edible and pharmaceutical grade lactose, which is used as an ingredient in pharmaceutical products, as well as in the dairy, food, confectionery, and beverage industries. The company also manufactures dairy whitener, dairy calcium, whey powder, casein, caseinate, butter, and ghee. Further, they engage in the contract manufacture of pharmaceutical products. The company is having their manufacturing facilities located at Vadodara in Gujarat. This state of art manufacturing facilities for the manufacture of pharmaceutical formulations is in compliance with all international standards. The manufacturing facilities include wet granulation, Fluid bed drying, compaction, blending and coating facilities with the latest technology equipments. The company is well backed up by its excellent network of indenting agents in India i.e. Mumbai, Delhi, Chennai, Bangalore, Calcutta, Hyderabad and Ahmedabad. Lactose (India) Ltd was incorporated on March 1991 as a public limited company in the Vadodara district of Gujarat. The company set up a project to manufacture lactose IP/BP grade, an import substitute, with an installed capacity of 465 tpa at an estimated cost of Rs 4.5 crore. The unit was commissioned by Alfa Laval, Pune, a subsidiary of Alfa Laval, Sweden. In January 1994, the company commenced commercial production of Lactose. In the year 1994, the company undertook an expansion and forward integration programme involving the capacity expansion of lactose from 465 tpa to 1500 tpa. They also set up of a pharmaceutical formulation plant with three sections, namely capsule section, tablet section and indictable section. During the year 1995-96, the company started processing sweetened condenced milk for domestic supply and acid casein for exports. They had started the job work of condenced milk casein powder. During the year 2004-05, the company streamlined their pharmaceutical plant and entered into long-term contract manufacturing for one of the leading multinational company. They invested substantially in upgrading and renovating the Pharmaceutical facilities as per the requirement of the new Schedule M, as per the directives from the Food and Drug Administration. Also, they started a new equipment manufacture, assemble and export for Projects division in Kandla SEZ (Special Economic Zone). During the year 2006-07, the company undertook major expansion programme at their existing production site for manufacturing of value added product 'LACTULOSE' which is a forward integration of their existing product 'LACTOSE'. During the year 2007-08, the company successfully implemented the task undertaken last year and commissioned the new liquid orals division. During the year 2008-09, the company started manufacturing of Liquid Formulations.

Lactose (India) Ltd Chairman Speech

Dear Shareholder

Sub: Green Initiative in corporate Governance-Electronic mode of service of Documents

The Ministry of Corporate affairs, Government of India, has by circular no 17/2011 dated 21st April 2011 and 18/2011 dated 29th April,2011 respectively, clarified that a company will have complied with the provisions of the companies act, 1956, if service of notice(s) / document(s) on its shareholders has been made through electronic mode. This initiative by the government is indeed commendable and your company supports the same. We are sure, that as a responsible shareholder, you too will support this initiative. By registering yourself with the company for e-communication, you will be able to receive such notice(s) / document(s) etc. promptly and without loss in postal transit.

It is proposed that henceforth documents like Notices of Meetings, annual Reports, Directors Report, Auditors Report and other shareholder communication will be sent electronically to the email address provided by you and made available to the Company by the Depositories viz, NSDL / CDSL. As and when there are changes in your email address, you are requested to keep your Depository Participant (DP) informed of the same.

For shares held in Physical form, shareholders can either register their email address with the Company at investor.lactose@gmail.com mentioning their name(s) and Folio no. or return this Letter duly filled in to the Company’s Registrar & Transfer Agent.

Kindly note that if you still wish to get a hard copy of the above documents, the Company will send the same, free of cost, upon receipt of a request from you.

Thanking you Yours sincerely,

For Lactose (India) Limited

Atul Maheshwari

Managing Director

   

Lactose (India) Ltd Company History

Lactose (India) Ltd is an India-based company. The company is engaged in the manufacturing and trading of pharmaceutical products. They offer edible and pharmaceutical grade lactose, which is used as an ingredient in pharmaceutical products, as well as in the dairy, food, confectionery, and beverage industries. The company also manufactures dairy whitener, dairy calcium, whey powder, casein, caseinate, butter, and ghee. Further, they engage in the contract manufacture of pharmaceutical products. The company is having their manufacturing facilities located at Vadodara in Gujarat. This state of art manufacturing facilities for the manufacture of pharmaceutical formulations is in compliance with all international standards. The manufacturing facilities include wet granulation, Fluid bed drying, compaction, blending and coating facilities with the latest technology equipments. The company is well backed up by its excellent network of indenting agents in India i.e. Mumbai, Delhi, Chennai, Bangalore, Calcutta, Hyderabad and Ahmedabad. Lactose (India) Ltd was incorporated on March 1991 as a public limited company in the Vadodara district of Gujarat. The company set up a project to manufacture lactose IP/BP grade, an import substitute, with an installed capacity of 465 tpa at an estimated cost of Rs 4.5 crore. The unit was commissioned by Alfa Laval, Pune, a subsidiary of Alfa Laval, Sweden. In January 1994, the company commenced commercial production of Lactose. In the year 1994, the company undertook an expansion and forward integration programme involving the capacity expansion of lactose from 465 tpa to 1500 tpa. They also set up of a pharmaceutical formulation plant with three sections, namely capsule section, tablet section and indictable section. During the year 1995-96, the company started processing sweetened condenced milk for domestic supply and acid casein for exports. They had started the job work of condenced milk casein powder. During the year 2004-05, the company streamlined their pharmaceutical plant and entered into long-term contract manufacturing for one of the leading multinational company. They invested substantially in upgrading and renovating the Pharmaceutical facilities as per the requirement of the new Schedule M, as per the directives from the Food and Drug Administration. Also, they started a new equipment manufacture, assemble and export for Projects division in Kandla SEZ (Special Economic Zone). During the year 2006-07, the company undertook major expansion programme at their existing production site for manufacturing of value added product 'LACTULOSE' which is a forward integration of their existing product 'LACTOSE'. During the year 2007-08, the company successfully implemented the task undertaken last year and commissioned the new liquid orals division. During the year 2008-09, the company started manufacturing of Liquid Formulations.

Lactose (India) Ltd Directors Reports

To,

The Members,

Your 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 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. No Name of the Allottee(s) No. of Convertible Warrants held Date of Allotment
1. Mr. ShyamsunderToshniwal 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.

FOREIGN CURRENCY EARNING AND OUTGO

Rs. In Lacs
i) CIF Value of Imports 91.26
ii) Expenditure in foreign currency 24.64
iii) Foreign Exchange earned 83.5

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 FormMGT-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 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 financialstatements 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 recommendations 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 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 &
DIN:00255202 CFO
DIN:00369898
Date : 19th July, 2018
Place : Mumbai
Regd. Office
Survey No. 6,
Village Poicha (Rania)
Savli, Vadodara,
Gujarat - 391780

ANNEXURE "B" TO THE DIRECTOR'S REPORT

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY. A. Power & Fuel Consumption:-

Power and Fuel Consumption Current year 31.03.2018 Previous year 31.03.2017
1) Electricity
Purchase Unit (KWH) 43,70,961.00 37,82,985.00
Total Amount (Amount in Lacs) 329.44 289.34
Rate per Unit (Amount in Rupees) 7.54 7.65
2) Agro Waste Briquettes
Quantity (MTS) 240.21 3,962.00
Total Amount (Amount in Lacs) 13.77 243.20
Average Rate/ Ton (Amount in Rupees) 5,732.85 6,137.79
3) Bio Coal
Quantity (MTS) 3,003.74 162.00
Total Amount (Amount In Lacs) 187.22 9.55
Average Rate/ Ton (Amount in Rupees) 6,232.86 5,900.00

ANNEXURE "C" TO THE DIRECTOR'S REPORT

PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE, 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND ANNEXED TO AND FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2018:

(I) The ratio of the remuneration of each director to the median remuneration of the employees of the financial year : - the company for

Sr. no. Name of the Director Ratio of remuneration to the median remuneration of the employees
1 Mr. Atul Maheshwari, Chairman & Managing Director 31.14:1
2 Mrs. Sangita Maheshwari, Whole Time Director & Chief Financial Officer 27.18:1
(ii) The percentage increase in remuneration of each director, CFO , CEO, Company Secretary or Manager, if any, in the financial year :-
Sr. no. Name of the Director/CFO/Company Secretary % Increase over last F.Y.
1 Mr. Atul Maheshwari, Chairman & Managing Director 4.76%
2 Mrs. Sangita Maheshwari, Whole Time Director & Chief Financial 8.84%
3 Mr. Suyog Chaukar, Company Secretary & Compliance Officer Appointed w.e.f. 01st October, 2017
(iii) The percentage increase/ decrease in the median remuneration of employees in the financial year -0.99%
(iv) The number of permanent employees on the rolls of the Company as on 31 st March, 2018. 90

 

(v) Average percentile increase already made in the salaries of employees other than the managerial year and its comparison personnelinthe last financial with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average annual increase was around -8.26%, after accounting for promotions and other event based compensation revisions.
Increase in the managerial remuneration for the year was 6.62%
(vi) The key parameters for any variable component of remuneration availed by the directors NIL
(vii) Affirmation that the remuneration is as per the remuneration policy of the Company: Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Remuneration Policy of your Company.

(II) Statement showing details of Employees of the Company as per Section 197 (12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

In pursuant to the provisions of Section 197(12) of the Companies Act,2013 read with Rule 5(2) and 5(3) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten employees in terms of remuneration drawn is provided in a separate annexure forming part of this Report. Pursuant to the provisions of the proviso to Section 136(1) of the Companies Act, 2013 the Annual Report excluding the aforesaid information is being sent first to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary of the Company and the same will be furnished without any fee.

   

Lactose (India) Ltd Company Background

Atul Maheshwari
Incorporation Year1991
Registered OfficeSurvey No 6,Village Poicha (Rania) Savli
Vadodara,Gujarat-391780
Telephone91-02667-244308/244729,Managing Director
Fax91-02667-840397
Company SecretaryRiddhi Sidhpura
AuditorCAS & Associates
Face Value10
Market Lot1
ListingBSE,
RegistrarBigshare Services Pvt Ltd
1st Flr Bharat Tin W,Makwana Road Marol ,Andheri (East) ,Mumbai - 400059

Lactose (India) Ltd Company Management

Director NameDirector DesignationYear
Sangita Maheshwari Whole Time Director & CFO 2018
Atul Maheshwari Managing Director 2018
G K Sarda Independent Director 2018
Pramod Kalani Independent Director 2018
S S Toshniwal Director 2018
Riddhi Sidhpura Company Secretary 2018
Mahendrakumar Omprakash Singhi Addtnl Independent Director 2018

Lactose (India) Ltd Listing Information

Lactose (India) Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Conversion Charges NA 00031.1271
Sales NA 0008.7623
Other Operating Revenue NA 0000.719
Others NA 0000
Sweet Whey Kg 0000
Adjustment NA 0000
Lactose Monohydrate IP/BP NA 0000
Lactose Powder MT 0000
Liquid Formulations Ltr0000
Low Density Polyethylene NA 0000
Low Density Polyethylene-TradeNA 0000
Nergys Sachets No 0000
Sachets No 0000
Strength Plus Sachets No 0000
Fabric Mtr0000
Scrap Sales NA 0000
Machinery NA 0000
Lactulose Ltr0000
Job Work Charges NA 0000
Crude Lactose & Others-Traded MT 0000

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