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Lords Chloro Alkali Ltd

BSE Code : 500284 | NSE Symbol : MODIALKALI | ISIN:INE846D01012| SECTOR : Chemicals |

NSE BSE
 
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2.10

0.00 0.00 Volume 280564

29-Feb-2000 EOD

Prev. Close

2.10

Open Price

2.35

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 2.40 - 2.05

52 wk High/Low 2.40 - 0.00

Key Stats

MARKET CAP (RS CR) 77.46
P/E 7.51
BOOK VALUE (RS) 34.083499
DIV (%) 0
MARKET LOT 50
EPS (TTM) 4.1
PRICE/BOOK 0.903663089285522
DIV YIELD.(%) 0
FACE VALUE (RS) 10
DELIVERABLES (%)
4

News & Announcements

21-Oct-2020

Lords Chloro Alkali Ltd - Certificate Under Regulation 40(9) Of The SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015

12-Oct-2020

Lords Chloro Alkali Ltd - Certificate Pursuant To Regulation 7 (3) Of The SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, For The Half Year Ended On 30Th September, 2020

09-Oct-2020

Lords Chloro Alkali Ltd - Compliances-Certificate under Reg. 74 (5) of SEBI (DP) Regulations, 2018

09-Oct-2020

Lords Chloro Alkali Ltd - Statement Of Investor Complaints For The Quarter Ended September 2020

08-Sep-2020

Lords Chloro Alkali schedules board meeting

24-Aug-2020

Lords Chloro Alkali to conduct board meeting

10-Jul-2020

Lords Chloro Alkali to announce Quarterly Result

23-Jun-2020

Lords Chloro Alkali 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
Aditya Birla Chemicals (India) Ltd(Merged) 500057 ABCIL
Chemfab Alkalis Ltd(Merged) 506894 CHEMFALKAL
Gujarat Alkalies & Chemicals Ltd 530001 GUJALKALI
Hukumchand Jute & Industries Ltd 40134
Kanoria Chemicals & Industries Ltd 506525 KANORICHEM
Punjab Alkalies & Chemicals Ltd 506852 PUNALKALI
Punjab National Fertiliser&Chemicals Ltd (Wound up 506850
TGV Sraac Ltd 507753 SREERAYALK
Tuticorin Alkali Chemicals & Fertilizers Ltd 506808 TUTICORALK

Share Holding

Category No. of shares Percentage
Total Foreign 0 0.00
Total Institutions 45913 0.18
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 0 0.00
Total Promoters 17256108 68.60
Total Public & others 7851840 31.22
Total 25153861 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Lords Chloro Alkali Ltd

Incorporated in Mar.'79, Modi Alkali & Chemicals (MACL) obtained its certificate for business commencement in Mar.'81. After the split among the promoter companies, at present, it is controlled by MPL, MIL and the K N Modi group. The promoters have interests in Modipon, MIL, MCL and Modi Cement. MACL came out with a rights issue of 44.78 lac equity shares at a premium of Rs 20, aggregating 13.43 cr. The object of the issue was to augment long-term working capital needs, expand its caustic soda plant and install an aluminium chloride plant. The products of the company include caustic soda, liquid chlorine, hydrochloric acid, bleach liquor, bleaching powder, TCE and sodium hypo. The company sells its products to bulk consumers. The company has a technical collaboration with Asahi Chemicals Japan, for know-how of the membrane cell technology to manufacture caustic soda. The company exports to Nepal, Bangladesh, South Africa, UK, Australia, etc. Company has modernised the existing Mercury Cell Plant of 200 TPD into Membrane Cell Plant. The company is producing another DG set which is expected to be commenced very soon which will take the production upto 70 MT.

Lords Chloro Alkali Ltd Chairman Speech

Dear Members,

It is a matter of great happiness in sharing that your Company has achieved highest revenue growth and profit, ever, for the year ended March 2019. The Company achieved a Turnover of Rs. 25,113.56 lakhs, which is an increase of 51.33% as compared to Revenue of Rs. 16,594.74 lakhs in the previous year. Profit after tax is Rs. 2,298.92 lakhs with increase of 171.34% as compared to Profit after tax 815.67 in the previous year. It is due to the consolidated effort, teamwork, dedication and commitment of all the employees of the Company, vision and direction of the management and support of all our customers, suppliers and bankers.

The current financial year is full of challenges as the economy is slowing down which may impact the profitability of the sector. The Company is hopeful that this will be a small blip and the economy will bounce back to its previous pace of growth.

Your Company has carried modernization of the plant with replacement of two Electrolyser based on latest zero gap NCZ technology by AKCC, Japan to reduce the power consumption. This completes the cycle of modernization of the existing facilities, which now are operating on the latest technology available in the world.

The Company has been certified for ISO 9001, 14001 and 45001 by international audit agencies this year.

We remain committed to ensure the highest standards of corporate governance and social responsibility.

We would like to take this opportunity to thank each and every employee as well as all our raw material suppliers, customers and other stakeholders.

Most importantly, We would like to thank you, our shareholders, for your overwhelming trust, support and confidence in the Company.

With Warm Regards

Ajay Virmani

Managing Diretor

   

Lords Chloro Alkali Ltd Company History

Incorporated in Mar.'79, Modi Alkali & Chemicals (MACL) obtained its certificate for business commencement in Mar.'81. After the split among the promoter companies, at present, it is controlled by MPL, MIL and the K N Modi group. The promoters have interests in Modipon, MIL, MCL and Modi Cement. MACL came out with a rights issue of 44.78 lac equity shares at a premium of Rs 20, aggregating 13.43 cr. The object of the issue was to augment long-term working capital needs, expand its caustic soda plant and install an aluminium chloride plant. The products of the company include caustic soda, liquid chlorine, hydrochloric acid, bleach liquor, bleaching powder, TCE and sodium hypo. The company sells its products to bulk consumers. The company has a technical collaboration with Asahi Chemicals Japan, for know-how of the membrane cell technology to manufacture caustic soda. The company exports to Nepal, Bangladesh, South Africa, UK, Australia, etc. Company has modernised the existing Mercury Cell Plant of 200 TPD into Membrane Cell Plant. The company is producing another DG set which is expected to be commenced very soon which will take the production upto 70 MT.

Lords Chloro Alkali Ltd Directors Reports

TO THE MEMBERS,

Your Directors are pleased to present the 40th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended on 31st March, 2019.

1. FINANCIAL PERFORMANCE

(Rs. in Lakhs

particulars For the year ended on 31st March, 2019 For the year ended on 31st March, 2018
Sales (Net of excise duty) 25,113.56 16,594.74
Other Income 49.70 49.95
Operating Profit / (Loss) before Interest and Depreciation 4,238.42 2,096.86
Interest/ Finance Cost 358.86 226.10
Depreciation 507.80 409.56
Exceptional Items - (Gain)/ Loss - -
Profit/(loss) before tax 3,371.76 1,461.20
Tax expense (1,072.84) (613.95)
Net Profit / (Loss) 2,298.92 847.25
Other Comprehensive Income (Net of Tax) 2.47 (31.58)
Total Comprehensive Income 2,301.39 815.67

During the year, the Company has achieved the revenue of Rs. 25,113.56 lakhs with the increase of 51.33% as compared to previous year. Profit after tax is Rs. 2,298.92 lakhs with increase of 171.34% as compared to previous year.

2. performance and state of company affairs

Your Company has increased its production capacity to 220 TPD. During this year remaining two electrolysers of old forced circulation technology are also replaced by latest technology available in the marked called NCZ from AKCC, Japan. This has made the entire operations more reliable, energy efficient and has made your Company to be stay competent in the market. Now all the electrolysers are based on new technology.

Company has a plan to increase the Caustic soda capacity to 300 TPD in near future. Further your Company is also working on few new products for captive

consumption of Chlorine for which environment clearance has already been taken.

Also, Company has accredited with ISO 9001: 2015 for quality management system, ISO 14001: 2015 for environmental management system and ISO 45001: 2018 for occupational health and safety.

3. MARKETING

There was adequate demand of caustic soda within India in year 201819. Imports of Caustic Soda decreased by 48% (approx) in comparison to 2017-18. Enforcement of BIS standards for Caustic Soda also played major role towards decrease in imports quantities, this resulted in better capacity utilization of manufacturing capacities in India.

CIF Prices of Caustic Soda Lye remained in the range of $ 485 (approx) which supported the price of Caustic Soda and chlorine in India. Higher annual turnover and profitability shows that available production capacity of company was utilized at optimum level.

Economic conditions in India are showing growth around 6% (approx) year on year basis. Stable political environment and business opportunities prevailing in India may result in economy to grow even faster in years to come.

4 FUTURE OUTLOOK

Products of company are linked with growth of economy which is expected to remain high with the vision of Government Infrastructure growth and make in India initiatives of Government will strengthen the demand for basic chemicals like Caustic Soda and chlorine in India. However the planned manufacturing capacity expansions in India and chances of higher import quantities may have impact on the prices of Caustic Soda prices.

Company is working on the possibilities of adding to the product line with chlorine derivatives like Aluminium chloride, Chlorinated paraffines etc. which will add value. In house consumption of chlorine will help Company in further expansion of caustic manufacturing facilities which are planned in 2020-21.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of the Section 152 of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of Company, Shri Rakesh Ahuja, Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible has offered himself for re-appointment. Appropriate resolution for his re-appointment is being placed for your approval at the ensuing Annual General Meeting. The brief resume of Director and other related information has been detailed in the notice convening the 40th AGM

of your Company. Your Directors recommend his re-appointment as a NonExecutive Director of the Company.

During the year under review, Board of Directors, on the recommendation of the Nomination & Remuneration Committee, had approved in their meeting held on 1st November, 2018 the appointment of Ms. Meenakshi Sharma as an Additional Director in capacity of Independent Director of the Company to hold office till the ensuing Annual General Meeting.

The present term of Shri Madhav Dhir, Whole Time Director of the Company shall expire w.e.f. 31st May, 2019 and on the recommendation of the Nomination & Remuneration Committee of the Board in its meeting held on 29th May, 2019 subject to the approval of Members by Ordinary Resolution at the ensuing Annual General Meeting, had re-appointed him as Whole Time Director of the Company for a term of 5 (five) years w.e.f. 1st June, 2019.

During the year under review, Shri Dipendra Chaudhary, Company Secretary of the Company had tendered his resignation from w.e.f. 28th February, 2019.

The Company has received the declaration from all Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and 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, the Board of Directors of the Company in their meeting held on 11th February, 2019 had carried out the annual evaluation of its own performance, the Individual Directors (Including the Independent and Non Independent Directors) as well as of its committees. The structured questionnaires were circulated to all the Directors, requesting them to fill and return the duly filled questionnaires to the Company giving their views for evaluation of the self & the peers. The feedback received from the Directors had been compiled and the outcome has been summarized.

The Independent Directors of the Company in their separate meeting held on 11th February, 2019 reviewed the performance of the Non-Independent Directors and the Board as a whole. They also reviewed the performance of the Chairperson of the Company.

The Policy on performance evaluation of Independent Directors, Board of Directors, Committees and other individual Directors covered the role, rights, responsibilities of Independent Director and related matters are put up on the website of the Company at www.lordschloro.com.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company

and related matters are put up on the website of the Company at the link www. lordschloro.com.

The following policies of the Company are attached herewith marked as Annexure A and B.

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186

During the year, the loans are given as per the provisions of Companies Act, 2013 and no investment made, guarantees given or securities provided by the Company.

7. material CHANGES AND commitments, if ANY:

There were no material changes and commitments have been occurred between the end of the financial year of the Company to which the financial statements relate and date of signing of board report affecting the financial position of the company.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

The Company has not received any significant/material orders from the statutory regulatory bodies/courts/tribunals which affect the operations/status of the Company.

9. COST RECORDS

The Cost accounts and records as required to be maintained under Section 148 (1) of Act are duly made and maintained by the Company.

10. STATUTORY AUDITORS

At the 37th AGM of your Company, the members had approved the appointment of M/s Gupta Vigg & Co., Chartered Accountants as Statutory Auditors of the Company, to hold office till the conclusion of 42nd AGM subject to ratification by the Members at every Annual General Meeting.

However, pursuant to the amendment in Section 139 of the Companies Act, 2013, requirement of the ratification of the appointment of Statutory Auditors at every Annual General Meeting has been omitted and accordingly the proposal for the ratification of the M/s Gupta Vigg & Co., Chartered Accountants as Statutory Auditors has not been considered.

11. COST AUDITORS

The provisions of section 148 of the Companies Act, 2013, read with Rules 4 & 5 of the Companies (Cost Audit and Record) Rules, 2014, for maintenance of Cost Records, Cost Audit are applicable to the Company for the financial year 2019-20.

The Board of Directors of your Company at its meeting held on 29th May, 2019, has on the recommendation of Audit Committee, had approved the appointment of M/s Goyal, Goyal & Associates, Cost Accountant as Cost Auditor of your Company to conduct the audit of cost records for the Financial Year 2019-20. The remuneration proposed to be paid to the Cost Auditor subject to your ratification at the 40th AGM will be Rs. 50,000/- (Rupees Fifty Thousand) for the Financial Year 2019-20.

12. SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company had appointed Shri Sanjeev Pandey, Partner of M/s SSPK & Co., Practicing Company Secretary, as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report for the financial year ended 31st March, 2019 is annexed herewith as Annexure C to this Report.

13. AUDITORS’ OBSERVATIONS

In reference to the Comments mentioned in the Statutory Auditors Report and Secretarial Audit Report for the year 2018-19, we wish to submit the following:

Company has not received all the records from old management. We are in the process of reconciliation the records. We shall deposit the whole amount in the Investor Education and Protection Fund (IEPF) as soon as records are reconciled.

During the year under review, no fraud was reported by the statutory auditor of the Company under section 143(12) of the Companies Act, 2013.

14. SAFETY, ENVIRONMENT PROTECTION & POLLUTION CONTROL

Your Company is continuously making endeavors to have safe operations by training and conducting various safety audits/ mock drills.

We have started the work on implementing a water harvesting system to stop wastage of rain water and for improving the ground water level. Work is in advance stage. This is in line with the company's policy to safeguard the environment in and outside the factory.

To work in more organized way, Company has taken ISO 9001: 2015 for quality management system, ISO 14001: 2015 for environmental management system and ISO 45001: 2018 for occupational health and safety from world famous TUV NORD.

15. DIVIDEND AND TRANSFER TO RESERVE

During the year, the Company has earned a profit of Rs. 2,301.39 Lakhs, however keeping in view the future needs, expansion plans and other fund requirements, your Board of Directors did not recommend any dividend for the financial year 2018-19 and Rs. 2,301.39 Lakhs has been transferred to General Reserve.

16. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGOING.

In compliance with provisions of clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 the statements giving the required information relating to energy conservation, technology absorption, foreign exchange earnings and outgoings is annexed herewith as Annexure D.

17. CONTRACTS AND ARRANGEMENTS WITH RELATED pARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC - 2 is annexed as Annexure E to this Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.lordschloro.com.

18. particulars OF employees & RELATED DISCLOSURES

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

a) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Name of the Directors Ratio to median remuneration Remuneration (Rs. in Lakhs)
Shri Rakesh Ahuja - -
Shri Madhav Dhir 10.96 35.07
Shri Yuvraj Ahuja - -
Shri Ajay Virmani 65.96 211.11
Shri Pawan Kumar Nayar - -
Shri Sandeep Chaudhari - -
Shri Chandra Shaker Pathak - -
Shri Rajbir Singh Makhni - -
Smt. Poonam Rawat - -
Shri Shiv Dutt Sharma* - -
Ms. Meenakshi Sharma** - -
Shri Deepak Mathur 10.28 32.90

*Shri Shiv Dutt Sharma ceased to be Director of the Company w.e.f. 1st November, 2018.

** Ms. Meenakshi Sharma has been inducted on the Board of the Company in the capacity of Independent Director w.e.f. 1st November, 2018.

(b) The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year:

Name % increase
Shri Ajay Virmani 245.31
Shri Madhav dhir 45.70
Shri Deepak Mathur 13.26
Shri Rajiv Kumar (Chief Financial Officer) 21.16
Shri Dipendra Chaudhary* (Company Secretary) -

*Shri Dipendra Chaudhary has joined the Company w.e.f. 27th February, 2018 and tendered his resignation w.e.f. 28th February, 2019, hence increase in percentage with previous year is not possible.

c) The percentage increase in the median remuneration of employees in the financial year:

The percentage increase in the median remuneration of employees in the financial year was 17.19%.

(d) the number of permanent employees on the rolls of Company;

The number of permanent employees on the rolls of the Company at the end of financial year were 187.

(e) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison 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:

Average percentile increase in the salaries of employees other than the managerial personnel is 14.45%. Average percentile increase in the salaries of managerial personnel is 122.37%.

(f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

Pursuant to the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee except Managing Director, who is employed throughout the financial year, was in receipt of remuneration of Rs. 1.02 crores (one crore and two lakh) or more per annum and no employee who is employed for a part of the financial year, was in receipt of remuneration Rs. 8.5 lakhs (eight lakhs fifty thousand) or more per month. Any member interested in obtaining the information of top-10 employee of the Company may write to the Company Secretary at the registered office or the corporate office of the Company.

19. ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure F to this Report and also available on the website of the Company.

20. public deposits

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

21. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance and a Certificate from the Practicing Company Secretary confirming the compliance with conditions of corporate governance are appended herewith.

Further as per the above mentioned regulation and Schedule, the Report on Management Discussion & Analysis is also annexed herewith to this Report.

A certificate from Managing Director and Chief Financial Officer of the Company in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inter-alia, confirming the correctness of financial statements and cash flow statements, adequacy of internal control measures and reporting of matters was placed before the Audit Committee and Board.

22. RISK MANAGEMENT

The Company has constituted a Risk Management Committee which ensures that the Company has an appropriate and effective Enterprise Risk Management system with appropriate policies and processes which carries out risk assessment and ensures that risk mitigation plans are in place by validating the same at regular intervals.

Brief details about the Risk Management are provided in the Corporate Governance Report.

23. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provision of Section 135 of the Companies Act, 2013 read with rules made thereunder, Company has constituted Corporate Social Responsibility Committee, which framed a Board approved CSR Policy for the Company, same is available on Company's website www.lordschloro.com.

An annual report of CSR activity has been disclosed with this report as Annexure G.

24. MEETINGS OF THE BOARD

Four meetings of the Board of Directors were held during the year. For further details, please refer section of Report on Corporate Governance of this Annual Report.

25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company established a vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy.

This mechanism provides adequate safeguards against victimization of director(s) / employee(s) and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

The details of establishment of such mechanism disclosed at the website of the company www.lordschloro.com.

26. DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below.

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 to the extent applicable. These are in accordance with generally accepted accounting principles in India.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

27. GENERAL

Your Directors state that during the year under review, there was no case reported pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

28. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended on 31st March, 2019, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the financial year ended on 31st March, 2019 and of the profit of the Company for the year ended on that date;

c) the Directors have 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 have 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 that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating.

29. ACKNOWLEDGEMENT

Your Directors wish to convey their deep appreciation to all the Company's employees/workers for their dedication and hard work as well as their collective contribution to the Company's performance.

The Directors would also like to thanks to the Members, Customers, Dealers, Suppliers, Bankers, Financial Institutions, Government Authorities and all other business associates for continued support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors Lords Chloro Alkali Limited

place : New Delhi Yuvraj Ahuja Madhav Dhir Ajay Virmani
Date : 29th May, 2019 Director Whole Time Managing
Director Director
DIN:00164675 DiN:07227587 DiN:00758726
Anish Kumar Rajiv Kumar
Company Secretary Chief Financial Officer

ANNEXUREA

POLICY FOR THE SELECTION AND APPOINTMENT OF DIRECTORS TO THE BOARD

Policy

The Company's primary concern in relation to the composition of the Board is to have a well-balanced group with a variety of backgrounds, skills and experience. The priority in the nomination of a proposed board member is to identify their respective skills that will add value to the company and which may not exist in the present composition of board members.

procedure

Any Board member may recommend a candidate for a Board position to the Nomination and Remuneration Committee which shall be responsible for identifying whether the nominee meets the criteria, is suitable and whether a position exists.

If considered acceptable by the Nomination and Remuneration Committee the candidate is introduced to the other directors and a vote taken at a Board meeting as to the appointment of the candidate to the Board.

In terms of the Constitution, a person appointed as a director by the Board, retires at the next Annual General Meeting and is eligible for election as a director by the Members.

Criteria

Appointment of Board members is to be considered keeping in mind a broad range of criteria interalia including but not be limited to qualifications, skills, industry experience, background, integrity and other qualities required to successfully fulfill his/her responsibilities and obligations as the member of the Board.

Criteria for Independent Director

1. For the purpose of this clause, the expression ‘independent director' shall mean a non-executive director, other than a nominee director of the company:

a. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

b. (i) who is or was not a promoter of the company or its holding, subsidiary or associate company or member of the promoter group of the listed entity;

(ii) who is not related to promoters or directors in the company, its holding, subsidiary or associate company;

c. apart from receiving director's remuneration, has or had no material pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

d. none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

e. who, neither himself nor any of his relatives —

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of—

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

(iii) holds together with his relatives two percent or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty-five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent or more of the total voting power of the company;

(v) is a material supplier, service provider or customer or a lessor or lessee of the company;

f. who is less than 21 years of age.

g. who is not a non-independent director of another company on the board of which any non- independent director of the Company is an independent director.

Other directorships / committee memberships

The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance.

The Nomination and Remuneration Committee shall take into account the nature of and the time involved in a Director's service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be Public Limited Companies. A Director shall not serve as an Independent Director in more than 7 Listed Companies and not more than 3 Listed Companies in case he is serving as a Whole-time Director in any Listed Company.

A Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 Committees across all companies in which he holds directorships. For the purpose of considering the limit of the Committees, Audit Committee and Stakeholders' Relationship Committee of all Public Limited Companies, whether listed or not, shall be included and all other companies including Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013 shall be excluded.

ANNEXUREB

Nomination and Remuneration Policy

This Nomination and Remuneration Policy applies to the Board of Directors (the "Board"), Key Managerial Personnel (the "KMP") and the Senior Management Personnel of Lords Chloro Alkali Limited (the "Company").

"Key Managerial Personnel" (KMP) means -

key managerial personnel", in relation to a company, means—

(i) the Chief Executive Officer or the Managing Director or the Manager;

(ii) the Company Secretary;

(iii) the Whole-Time Director;

(iv) the Chief Financial Officer;

(v) such other officer, not more than one level below the directors who is in whole-time employment, designated as key managerial personnel by the Board; and

(vi) such other officer as may be prescribed.

The term "Senior Management" means all personnel of the Company who are members of its core management team excluding members of the Board of Directors, comprising all members of management one level below the executive directors, including the functional heads.

This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto.

1. purpose

The primary objective of the Policy is to provide a framework and set standards for the nomination and remuneration of Directors, Key Managerial Personnel and other employee comprising the senior management. The Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management.

2. Accountabilities

2.1 The Board is ultimately responsible for the appointment of Directors and Key Managerial Personnel.

2.2 The Board had delegated responsibility for assessing and selecting the candidates for the enrolment of Directors, Key Managerial Personnel and the Senior Management of the Company to the Nomination and Remuneration Committee which makes recommendations & nominations to the Board.

3. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is responsible for:

3.1 Identifying individuals suitably qualified to be appointed as the Director and KMPs or as in the Senior Management of the Company;

3.2 Recommending to the Board on the selection of individuals nominated for directorship;

3.3 Making recommendations to the Board on the remuneration payable to the Directors/KMPs/Senior Officials so appointed/reappointed;

3.4 Assessing the independence of Independent Directors;

3.5 Such other key issues/matters as may be referred by the Board or as may be necessary in view of the provisions of the Companies Act 2013 and Rules there under.

3.6 To make recommendations to the Board concerning any matters relating to the continuation in office of any Director, Senior Management at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;

3.7 Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

The Nomination and Remuneration Committee comprises of the following:

a) The Committee shall consist of a minimum 3 or more non-executive directors, majority of them being independent.

b) The quorum shall be either two members or one third of the members of the committee, whichever is greater, including at least one independent director in attendance.

c) Membership of the Committee and Nomination and Remuneration policy shall be disclosed in the Annual Report.

d) Term of the Committee shall be continued unless terminated by the Board of Directors.

CHAIRMAN

a) Chairman of the Committee shall be an Independent Director.

b) Chairman of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee.

c) In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman.

d) Chairman of the Nomination and Remuneration Committee could be present at the Annual General Meeting or may nominate some other member to answer the Members' queries.

COMMITTEE MEMBERS’ INTERESTS

a) A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

VOTING

a) Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

b) In the case of equality of votes, the Chairman of the meeting will have a casting vote.

4. Appointment of Directors/KMPs/Senior Officials

4.1 Enhancing the competencies of the Board and attracting as well as retaining talented employees for role of KMP/a level below KMP are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board. When recommending a candidate for appointment, the Nomination and Remuneration Committee has regard to:

- Assessing the appointee against a range of criteria which includes but not be limited to qualifications, skills, regional and industry experience, background and other qualities required to operate successfully in the position, with due regard for the benefits from diversifying the Board;

- The extent to which the appointee is likely to contribute to the overall effectiveness of the Board, work constructively with the existing directors and enhance the efficiencies of the Company;

- The skills and experience that the appointee brings to the role of KMP/Senior Official and how an appointee will enhance the skill sets and experience of the Board as a whole;

- The nature of existing positions held by the appointee including directorships or other relationships and

- The impact they may have on the appointee's ability to exercise independent judgment;

4.2 Personal specifications to be broadly considered:

- Holding relevant education qualification in relevant disciplines;

- Experience of management in a diverse organization;

- Excellent interpersonal, communication and representational skills;

- Demonstrable leadership skills;

- Commitment to high standards of ethics, personal integrity and probity;

- Commitment to the promotion of equal opportunities, community cohesion and health and safety in the workplace;

- Having continuous professional development to refresh knowledge and skills.

5. Letters of Appointment

Each Director/KMP/Senior Officials is required to sign the letter of appointment with the Company containing the terms of appointment and the role assigned in the Company.

6. Remuneration of Directors, Key Managerial Personnel and Senior Management

The guiding principle is that the level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate Directors, Key Management Personnel and other senior officials. The Directors, Key Management Personnel and other senior official's salary shall be based & determined on the individual person's responsibilities and performance and in accordance with the limits as prescribed statutorily, if any.

The Nominations & Remuneration Committee determines individual remuneration packages for Directors, KMPs and Senior Officials of the Company taking into account factors it deems relevant, including but not limited to market, business performance and practices in comparable companies, having due regard to financial and commercial health of the Company as well as prevailing laws and government/other guidelines.

i) Remuneration:

a) Base Compensation (fixed salaries)

Must be competitive and reflective of the individual's role, responsibility and experience in relation to performance of day-to-day activities, usually reviewed on an annual basis; (includes salary, allowances and other statutory/non-statutory benefits which are normal part of remuneration package in line with market practices).

b) Variable salary:

The nomination and remuneration committee may in its discretion structure any portion of remuneration to link rewards to corporate and individual performance, fulfilment of specified improvement targets or the attainment of certain financial or other objectives set by the Board. The amount payable is determined by the Committee, based on performance against pre-determined financial and non-financial metrics.

6.1 The Independent Directors shall not be entitled to any stock option and may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose as may be decided by the Board and profit related commission as may be approved by the members. The sitting fee to the Independent Directors shall not be less than the sitting fee payable to other directors.

6.2 The remuneration payable to the Directors shall be as per the Company's policy and shall be valued as per the Income Tax Rules.

6.3 The remuneration payable to the Key Managerial Personnel and the Senior Management shall be as may be decided by the Board having regard to their experience, leadership abilities, initiative taking abilities and knowledge base.

7. Evaluation/ Assessment of Directors/ KMPs/Senior Officials of the Company -

The evaluation/assessment of the Directors, KMPs and the senior officials of the Company is to be conducted on an annual basis on such criteria as may be deemed fit and appropriate.

The Executive Director/Non-Independent Directors along with the Independent Directors will evaluate/assess each of the Independent Directors on the such parameters as may be deemed fit and appropriate. Only the Independent Director being evaluated will not participate in the said evaluation discussion.

   

Lords Chloro Alkali Ltd Company Background

Ajay Virmani
Incorporation Year1979
Registered OfficeSP-460 Matsya Indl Area,
Alwar,Rajasthan-301030
Telephone91-1442-3202817/19,Managing Director
Fax91-1442-2881360
Company Secretary
AuditorGupta Vigg & Co
Face Value10
Market Lot50
ListingBSE,
RegistrarAlankit Assignments Ltd
3E/7 Jhandewalan ,Extension , ,New Delhi - 110055
Alankit Heights ,1E/13 Jhandewalan Ex, ,New Delhi-110055

Lords Chloro Alkali Ltd Company Management

Director NameDirector DesignationYear
Rakesh Ahuja Non Executive Director 2019
Pawan K Nayyar Independent Director 2019
Ajay Virmani Managing Director 2019
Yuvraj Ahuja Non Executive Director 2019
Sandeep Chaudhari Independent Director 2019
Rajbir Singh Makhni Independent Director 2019
Chandra Shakher Pathak Independent Director 2019
Poonam Rawat Independent Director 2019
Deepak Mathur Director (Technical) 2019
Madhav Dhir Executive Director 2019
Meenakshi Sharma Independent Director 2019

Lords Chloro Alkali Ltd Listing Information

Lords Chloro Alkali Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Sale of Products MT 000251.1356
Trading Sales NA 0000
Spent Sulphuric Acid NA 0000
Chlorine-Liquid MT 0000
Hydrogen Gas MT 0000
Hydrochloric Acid NA 0000
Hydrochloric Acid-100% MT 0000
Hydrochloric Acid-32.5% MT 0000
Caustic Soda MT 0000
Caustic Soda Flakes. NA 0000
Bleaching Powder-Stable MT 0000
Calcium Hypochlorite-Bleach MT 0000
Others NA 0000

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