Lords Chloro Alkali Ltd
Directors Reports
TO
THE MEMBERS,
Your Directors are pleased to present the 44thAnnual Report together with
the Audited Financial Statements of the Company for the Financial Year ended on 31st March,
2023.
1. FINANCIAL PERFORMANCE
(Rs. in Lakhs)
Particulars |
For the year ended on 31st March, 2023 |
For the year ended on 31st March, 2022 |
| Sales (Net of Indirect Taxes) |
29,505.18 |
24,008.27 |
| Other Income |
144,24 |
252.44 |
| Operating Profit / (Loss) before |
|
|
|
8,519.71 |
5,855.19 |
| Interest and Depreciation |
|
|
| Interest/ Finance Cost |
807.79 |
477.15 |
| Depreciation |
240.92 |
726.35 |
| Profit/(loss) before tax |
7,471.00 |
4,651.69 |
| Tax expense |
2,148.70 |
1,423.31 |
| Net Profit / (Loss) |
5,322.29 |
3,228.38 |
| Other Comprehensive Income (Net of |
|
|
|
(13.24) |
4.90 |
| Tax) |
|
|
| Total Comprehensive Income |
5,309.05 |
3,233.28 |
2. PERFORMANCE AND STATE OF COMPANY AFFAIRS
During the Financial year 2022-23, your Company has been able to produce 61900 MT of
Caustic against 60083 MT in the previous year. Further, the company has also achieved the
highest turnover and highest profit in the current year since inception.
The Company has also planned to increase its Caustic Soda capacity to 300 TPD. Further,
Company is also planning to introduce Chlorinated Paraffin Wax (CPW) by the 2nd
half of this financial year with the capacity of 50 TPD. At initial stage the company has
planned to produce 20TPD of CPW.
The Company has also planning to produce electricity upto of 12.5 MW through Solar
power plant for captive consumption.
3. Marketing
Financial year 2022-23 saw a good growth of the industry, supported by strong demand
and stable international prices. Chemicals and chemical products such as caustic soda,
soda ash, fertilisers and petroleum products have also performed well. Overall production
of caustic soda in the global market was increased by about 7.89% compared to the previous
year. The Ukraine-Russia conflict triggered a massive shock to the world economy. However,
the Government's interventions and balanced approach minimized the impact on our economy.
The higher estimates of GDP growth of over 7% in 2022-23 and the strong indicators of the
Indian economy are pointers to a sustained growth momentum.
4. FUTURE OUTLOOK
The global caustic soda market reached a volume of 78.54 Million Tons in 2021. Looking
forward, IMARC Group expects, the market is expected to reach 88.46 Million Tons by 2027,
exhibiting at a CAGR of 1.9% during 2022-2027.
The chemical sector in India has the opportunity for significant growth. The Indian
chemical industry produces 80,000 different chemical products, including basic types of
chemicals, knowledge type chemicals, and specialty type chemicals. India's specialty
chemicals companies are expanding their capacities to cater to rising demand from domestic
and overseas market. Further, Indian Chemical Industries contributes around 7% to the
nation's Gross Domestic Product (GDP).
However, during the first quarter of the financial year 2023-24, chemicals market may
witness a significant reduction in rates. Weak demand from Aluminium manufacturers and
slowdown in the global economy is may also contribute to price drops in Caustic Soda
product.
Further, the second half of this financial year have potential for improvement. Our
company is very much confident that we can adapt our self in present situation and took
the best advantage of it.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions under Section 152 of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of
Association of Company, Ms. Sristhi Dhir, Non-Executive Director, is liable to retire by
rotation at the ensuing Annual General Meeting (AGM) and she has offered herself for
reappointment.
Tenure of Shri Madhav Dhir as Whole-Time Director of the Company is going to expire
from 1st June, 2024, accordingly, Board of Directors of the Company has
recommended the proposal of his appointment as Whole-Time Director of the Company, for
approval of the members of the Company.
Tenure of Shri Deepak Mathur as Director (Technical) and occupier of the factory of the
Company is going to expire from 18.02.2024, accordingly, Board of Directors of the Company
has recommended the proposal of his appointment as Director (Technical) and occupier of
the factory, for approval of the members of the Company.
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.
6. 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 9th February, 2023 had carried out the annual evaluation of
their own performance, the Individual Directors (Including the Independent and
Non-Independent Directors) as well as of their committees. The evaluation was carried out
based on parameters such as level of engagement and contribution, independence of
judgement, safeguarding the interest of the Company and all stakeholders etc.
The Independent Directors of the Company in their separate meeting held on 7th February,
2023 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 the
link 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.
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186
The Company has complied with the provisions of Sections 185 and 186 of the Companies
Act, 2013 in respect of loans granted, investments made and guarantees and securities
provided, as applicable.
8. 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.
9. 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.
10. 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.
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 2023-24.
The Board of Directors of your Company at its meeting held on 9th August,
2023, has on the recommendation of Audit Committee, had approved the appointment of M/s
Goyal, Goyal & Associates, Cost Accountants as Cost Auditor of your Company to conduct
the audit of cost records for the Financial Year 2023-24.
The remuneration proposed to be paid to the Cost Auditor subject to your ratification
at the 44th AGM will be Rs. 75,000/- (Rupees Seventy Five Thousand only) for
the Financial Year 2023-24.
12. STATUTORY AUDITORS
At the 42nd AGM of your Company, the members had approved the appointment of
M/s Nemani Garg Agarwal & Co, Chartered Accountants (FRN-010192N) as Statutory
Auditors of the Company, to hold office till the conclusion of 47thAGM 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 Nemani Garg Agarwal & Co, Chartered Accountants as Statutory Auditors has not been
considered.
13. 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 M/s SSPK & Co.,
Practicing Company Secretary, as Secretarial Auditors to conduct Secretarial Audit of the
Company for the financial year 2022-23. The Secretarial Audit Report for the financial
year ended 31st March, 2023 is annexed herewith as Annexure C to this
Report.
14. SECRETARIAL AUDITORS' OBSERVATIONS
The Company is required to transfer an amount of Rs. 11.64 lakhs to Investor Education
and Protection Fund under the provisions of Section 125 of the Companies Act, 2013 and
other applicable provisions. However, as per explanation received from management, this
amount, due for transfer, pertains to period prior to period under review and delay is due
to pending reconciliation of old records. Further, the Company is in the process of
reconciliation of records and will deposit the amount with appropriate authorities during
the financial year.
15. SAFETY, ENVIRONMENT PROTECTION & POLLUTION CONTROL
Your Company is focusing on continual improvement by adopting sustainable production
practices by taking initiatives to reduce greenhouse gas emissions, energy consumption and
water conservation.
Complete phase out of LSHS (Low Sulphur Heavy Stock) fuel is done and clean fuels such
as hydrogen and LPG (Liquefied Petroleum Gas) are used for environment protection.
Two stage RO (Reverse Osmosis) system is installed for ETP (Effluent Treatment Plant)
outlet for optimizing water conservation by reuse of treated effluent back in process.
Digital meters and online monitoring systems on pezometers have contributed in analyzing
and optimizing water management.
To enhance safety Nitrogen Injection Fire Protection System (NIFPS) is installed to
prevent transformer tank fire during internal faults resulting from arc and also to
prevent transformer/ reactor from external hazards.
Waste generation in form of brine sludge is reduced by having stringent permissible
limits of impurities in super washed salt procured. This also results in reduced brine
purification chemical consumption.
Online PTZ camera and monitoring analyzers are installed for continuous monitoring of
stacks and effluent.
17 . DIVIDEND AND TRANSFER TO RESERVE
During the Financial Year 2022-23, the Company has not declared any dividend and
Rs.5,309.05 Lakhs has been transferred to General Reserve.
18 .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.
19. 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 the
link:www.lordschloro.com.
20. 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 in |
|
remuneration |
(Rs.) |
| Shri Ajay Virmani |
148.41 |
4,90,12,103 |
| Ms. Srishti Dhir |
- |
- |
| Shri Madhav Dhir |
134.06 |
4,90,12,103 |
| Shri Pawan Kumar Nayyar |
- |
- |
| Shri Rajbir Singh Makhni |
- |
- |
| Ms.Poonam Bisht |
- |
- |
| Shri Deepak Mathur |
12.09 |
44,20,523 |
| Shri Sandeep Singh |
- |
- |
(b) The percentage increase in remuneration of each Director, Chief Financial Officer,
Company Secretary in the financial year:
Name |
% Increase |
| Shri Ajay Virmani |
66.09% |
| Shri Madhav Dhir |
1258.82% |
| Shri Deepak Mathur |
20.68% |
| Shri Rajiv Kumar (Chief Financial Officer) |
21.83% |
| Shri Nitesh Anand (Company Secretary) |
7.50% |
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 22.50%.
(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 200.
(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 10.44%. Average percentile increase in the salaries of managerial personnel
is 159.22%.
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 and Whole Time Director, who is employed throughout the
financial year, was in receipt of remuneration of Rs. 5.42 crores (Five crore and forty
two lakh) and Rs. 4.90 crores (Four crore and Ninety 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.
21. ANNUAL RETURN
The Annual Return of the Company can be accessed on the website of the Company at
following link https://www.lordschloro.com/pdfs/annual-return-2022-23. Pdf.
22. THE DETAIL OF APPLICATION MADE /PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
During the year under review the Company has not made any application during the year
and no proceeding is pending under Insolvency & Bankruptcy Code, 2016 (IBC) as at
March 31, 2023.
23. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review the Company there has been no one-time settlement. Since
there is no, One-Time Settlement, therefore there is no difference between amount of the
valuation done at the time of one-time settlement and the valuation done while taking loan
from the banks or financial institutions
24. 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).
25. 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 as Annexure F.
Further as per the above mentioned regulation and Schedule, the Report on Management
Discussion & Analysis is also annexed herewith Annexure G 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.
26. 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.
27. 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 H.
28. MEETINGS OF THE BOARD
Seven (7) 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.
29. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company established a vigil mechanism for directors and employees to report
concerns about unethical behaviour, actual or suspected fraud or violation of the
company's Code ofConduct 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.
31.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.
32. 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.
33 . DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended on March 31, 2023, the
applicable Indian 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 31stMarch,
2023 and of the profit incurred by 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.
32. 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 thank 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 |
Ajay Virmani |
Madhav Dhir |
Date:09.08.2023 |
Managing Director |
Whole Time Director |
|
DIN: 00758726 |
DIN: 07227587 |
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