Lactose (India) Ltd
Directors Reports
To,
The Members,
Your Directors proudly present to you the 32nd Annual Report of the Company
together with the Audited Statement of the Accounts for the Financial year ended on 31st
March, 2023.
1. FINANCIAL STATEMENT:
|
|
(Rs. In Lakhs) |
| Particulars |
2022-2023 |
2021-2022 |
| Operating and other Income |
6,652.57 |
4,651.76 |
| Total Expense |
6,506.11 |
4,335.13 |
| Profit before Tax |
146.45 |
316.63 |
| Provision for Current Tax |
24.45 |
56.94 |
| Deferred Tax |
7.66 |
14.56 |
| Taxation of Earlier Years |
(6.52) |
- |
| Profit After Tax |
127.64 |
238.08 |
2. DIVIDENDS:
The Board of Directors of your Company do not recommend any Dividend on equity shares
for the FY 2022-2023.
3. REVIEW OF OPERATIONS:
During the year under review, the revenue of the Company has increased to Rs. 6,579.63
lakhs as compared to Rs. 4,593.90 lakhs in the corresponding previous year.
The Company earned net profit of Rs. 127.64 lakhs as compared to net profit of Rs.
238.08 lakhs in the corresponding previous year.
Earning per share is Rs. 0.96 for the current year and Rs 2.10 for the previous year
4. TRANSFER TO RESERVE:
The Company has not transferred amount to reserves during the Financial Year 2022-23.
5. DEPOSITS:
The details of deposits as covered under Chapter V of the Act are as under:
| Deposits accepted during the year |
Nil |
| a) Remained unpaid or unclaimed as at the end of the year |
Nil |
| b) Whether there has been any default in repayment of deposits or payment of interest
thereon during the year and if so, number of such cases and the total amount involved: |
Nil |
| At the beginning of the year |
|
| (i) Maximum during the year |
|
| (ii) At the end of the year |
|
| c) The details of deposits which are not in compliance with the requirements of
Chapter |
Nil |
6. NATURE OF BUSINESS:
The company is engaged in the business of manufacturers, manufacturer representatives,
producers, processors, refiners, consignors, consignees, factors, agents, exporters,
importers and distributors of all classes, kinds, types and nature of:
I. Foods whether finished, semi-finished, processed and unprocessed.
II. Milk cream ice-cream, curd, butter milk, paneer, cheese, sweetmeats, chocolates and
other dairy products.
III. Pharmaceuticals, drugs bulk drugs, medicines.
IV. Chemicals, chemical products, chemical compounds, derivatives and intermediates.
7. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:
The Company does not have subsidiary, Joint Venture and Associate companies.
No company has become or ceased to be the Company's subsidiaries, joint ventures or
associate companies during the year under review.
8. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Board of Directors affirm that the Company has complied with the applicable
Secretarial Standards ("SS") issued by the Institute of Company Secretaries of
India relating to the meetings of the Board and its committees as well as the general
meetings (SS-1 and SS-2) respectively, which have mandatory application during the year
under review.
9. SHARE CAPITAL:
The details of Share capital of the Company are as under:
|
As on 31st March, 2023 |
As on 31st March, 2022 |
| Particulars |
Number of Shares |
(Rs.in Lakhs) |
Number of Shares |
(Rs in Lakhs) |
| Authorised Capital: Equity Shares of Rs 10/- each |
1,50,00,000 |
1500.00 |
1,50,00,000 |
1500.00 |
| Issued, Subscribed & Paid-Up Capital: Equity Shares of Rs 10/- each |
1,25,89,000 |
1258.90 |
1,25,89,000 |
1258.90 |
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
At the 32nd Annual General Meeting ("AGM") of the Company and in
accordance with the applicable provisions of Section 152 of the Act and the Articles of
Association of the Company, Mrs. Sangita Maheshwari (DIN: 00369898) is liable to retire by
rotation and being eligible, offers herself - for re-appointment as Director- of the
Company.
Necessary resolution- for her re-appointment is included in the Notice of 32nd
AGM for seeking approval of the members of the Company.
11. 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
16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
12. FORMAL ANNUAL BOARD EVALUATION:
The annual evaluation process of the Board of Directors, individual Directors and
Committees was conducted in accordance with the provision of the Act and the SEBI Listing
Regulations.
The Board evaluated its performance after seeking inputs from all the directors on the
basis of criteria such as the Board composition and structure, effectiveness of board
processes, information and functioning, etc. The performance of the Committees was
evaluated by the Board after seeking inputs from the committee members on the basis of
criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are as provided in the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India.
The evaluation was done in accordance with the framework and criteria laid down by the
NRC. Further, at a separate meeting, the Independent Directors evaluated performance of
Non-Independent Directors, Board as a whole and of the Chairman of the Board.
13. 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.
14. BOARD MEETINGS:
During FY 2022-23, 07 (Seven) 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.
15. 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, a separate meeting of Independent Directors was held on 31st
March, 2023 during the financial year 2022-23, 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.
16. 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.
The web link for the same is: https://www.
lactoseindialimited.com/policv.php
17. STATUTORY AUDIT:
At the Annual General Meeting of the Company held on 17th June, 2022, M/s. C
A S & Co., Chartered Accountants, were appointed as statutory auditors of the Company
for a term of five years [i.e., till the conclusion of 36th Annual General
Meeting.] The requirement to place the matter relating to appointment of auditors for
ratification by members at every AGM has been done away by the Companies (Amendment) Act,
2017 with effect from 07th May, 2018. Accordingly, no resolution is being
proposed for ratification of appointment of Statutory auditors at the ensuing AGM.
The Auditors Report for the financial year 2022-23, does not contain any qualification,
reservation or adverse remark.
The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do
not call for any further comments.
18. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Jajodia &
Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the
Company for the financial year ended 31st March, 2023. The Report of the
Secretarial Audit is annexed as "Annexure A" to this Board's Report.
The Secretarial Audit Report does not contain any qualification, reservation, adverse
remarks and disclaimer.
The Company is in compliance with the Secretarial Standards specified by the Institute
of Company Secretaries of India.
19. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Act introduced regulations with focus on control and compliance requirements, in
light of which, the Company has laid down internal financial controls across various
processes prevalent in the organization. These controls have been established at the
entity as well as process level and are designed to ensure compliance to internal control
requirements, regulatory compliance and enable appropriate recording of financial and
operational information. The Company has reviewed the effectiveness of its internal
financial controls by adopting a systematic approach to assess the design and its
operating effectiveness.
During the financial year, such controls were tested and no reportable material
weakness in the design or operation was observed. The Company is following all the
applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements.
20. 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 on the website of the Company. The web link for the same is:-
https://www.lactoseindialimited.com/policv.php
21. 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".
22. 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.
23. FOREIGN CURRENCY EARNING AND OUTGO:
| Sr No. Particulars |
Rs. In Lakhs |
| i) CIF Value of Imports |
2061.12 |
| ii) Expenditure in foreign currency |
23.91 |
| iii) Foreign Exchange earned |
1035.46 |
24. 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.
25. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92 of the Companies Act, 2013 ("Act") read with Rule 12
of The Companies (Management and Administration) Rules, 2014 and Section 134 (3) (a), the
copy of Annual Return can be accessed on the website of the Company at
www.lactoseindialimited.com
26. 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.
27. 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.
28. 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.
29. 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, 2023 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.
30. 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 D" forming
the part of this Annual Report.
DISCLOSURES:
AUDIT COMMITTEE
The Audit Committee comprises Independent Directors namely Mr. Gopal. K. Sarda
(Chairman), Mr. Pramod Kalani and Mr. Dhaval Jayant Soni as other members. The Audit
Committee played an important role during the year. It co-ordinates 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
recommendations made by the Audit Committee were accepted by the Board. During FY 2022-23,
05 (Five) 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:
The Stakeholders Relationship Committee comprises Independent Directors namely Mr.
Gopal. K. Sarda (Chairman), Mr. Pramod Kalani and Mr. Dhaval Jayant Soni as other members.
During FY 2022-23, 4 (Four) 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:
The Nomination and Remuneration Committee comprises Independent Directors namely Mr.
Gopal. K. Sarda (Chairman), Mr. Pramod Kalani and Mr. Dhaval Jayant Soni as other members.
During FY 2022-23, 01 (One) 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.
31. CORPORATE SOCIAL RESPONSIBILITY ("CSR"):
During FY 2022-23, Corporate Social Responsibility is not applicable to the company.
32. PREVENTION OF SEXUAL HARASSMENT POLICY:
The Company has in place Prevention of Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed of
during the year 2022-23:
a) No. of complaints received: Nil
b) No. of complaints disposed of: N.A.
33. 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.
34. MATERIAL CHANGES:
During the year, there are no other 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, 2023 to which these financial statements
relate and date of this report.
35. RISK MANAGEMENT POLICY:
As per the Act, and as part of good corporate governance the Company has constituted
the Risk Management Committee. The Committee has laid down the procedures to inform 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 business growth with
stability and to promote a proactive 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.
36. CODE OF CONDUCT:
Your Company has established a Code of Conduct and Code of Fair Disclosures for
Prohibition of Insider Trading ("Code of Conduct" or "Code") which is
applicable to the Employees, Directors, designated persons, immediate relatives of
designated persons and connected persons of the Company. The Code lays down the standard
of conduct, which is expected to be followed by the Directors and employees in their
business dealings, and in particular, on matters relating to integrity in the workplace,
dealing with stakeholders and in business practices. All the Board Members and the Senior
Management employees have confirmed compliance with the Code.
The Code is available on website of the Company at www. lactoseindialimited.com
37. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:
No significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern status and your Company's operation in future.
38. 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 |
| For Lactose (India) Limited |
| Sd/- |
Sd/- |
| (Atul Maheshwari) |
(Sangita Maheshwari) |
| Managing Director |
Whole-time Director & CFO |
| Date: 27th July, 2023 |
| Place: Mumbai |
| Regd. Office: |
| Survey No. 5,6 &7A Village Poicha (Rania), |
| Savli Vadodara, Gujarat 391780 |
| Tel No. : +91-22-24117030 |
| CIN : L15201GJ1991PLC015186 |
| Website : www.lactoseindialimited.com |
| E-mail id : lil@lactoseindialimited.com |
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