| Dear Members,
Your directors have pleasure in presenting their Annual Report together
with the Audited Annual accounts for the year ended on 31st March,
2015.
FINANCIAL RESULTS:
Amt. (Rs in Lacs)
Particulars: 2014-15 2013-14
Net Sales 2290.80 2839.28
Other Income 97.36 30.16
Finance Cost 142.85 102.71
Depreciation 131.67 143.87
Income Tax Provision 13.15 7.56
Deferred Tax Liability 9.98 12.04
Net Profit 53.65 23.17
OPERATIONS:
Your directors are pleased to report that for the year under review,
your Company has been able to achieve a net turnover of Rs. 22.91
crores as compared to Rs. 28.39 crores for the previous year. However,
in spite of fall in turnover, your company could achieve a net profit
of Rs. 53.65 lacs as against a net profit of Rs. 23.17 lacs for the
preceding year.
Your directors expect some better results for the current year.
DIVIDEND:
In view of the marginal profits for the year under review, your
directors have not recommended any dividend for the year under report.
FIXED DEPOSITS:
During the year under review your company has not accepted any fixed
deposits from the public and therefore no information is required to be
furnished in respect of outstanding deposits.
VIGIL MECHANISM/WHISTLE BLOWERPOLICY:
Pursuant to Section 177(9) of the Companies Act, 2013 and clause 49 of
the Listing Agreement, the Company has formulated a Whistle Blower
Policy to establish a vigil mechanism for directors and employees of
the Company. The purpose and objective of this Policy is to provide a
framework to promote responsible and secure whistle blowing. It
protects the employees wishing to raise a concern about serious
irregularities within tiie Company. The details of the Whistle Blower
Policy are posted on the website (www.lippisystems.com) of the Company.
(Link:
http://www.lippisystems.com/images/code_of_conduct/Whistle
BlowerPolicy.pdf).
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEMS:
The Company has established a well-defined process of risk management,
where in the identification, analysis and assessment of the various
risks, measuring of the probable impact of such risks, formulation of
risk mitigation strategy and implementation of the same takes place in
a structured manner. Though the various risks associated with the
business cannot be eliminated completely, all efforts are made to
minimize the impact of such risks on the operations of the Company. N
ecessary internal control systems are also put in place by the Company
on various activities across the board to ensure that business
operations are directed towards attaining the stated organizational
objectives with optimum utilization of the resources. Apart from these
internal control procedures, a well-defined and established system of
internal audit is in operation to independently review and strengthen
these control measures, which is carried out by a reputed firm of
Chartered Accountants. The Audit Committee of the Company regularly
reviews the reports of the internal auditors and recommends actions for
further improvement of the internal controls. The Risk Management
policy is posted on the website of the Company.
RELATED PARTYTRANSACTIONS:
The Company has entered into related party transaction with relative of
promoter Ms Shashiben G. Gupta (Wife of Mr Nandlal J. Agrawal, MD &
Chairman) during the financial year 2014-15, the details of which are
given in the notes forming parts of Financial Statements. All Related
Party Transactions entered into are on an arm's length basis. 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 potential conflict with the interests
of the Company at large.
On the recommendation of the Audit Committee, the Board of Directors
has adopted a policy on Related Party Transactions, which is also
uploaded on the website of the Company (www.lippisystems.com) under the
head of'Investor'. The Policy envisages the procedure governing related
party transactions required to be followed to ensure compliance with
the applicable laws and regulations as well as to ensure that the
Related Party Transactions are managed and disclosed in accordance with
the strict legal and accounting requirements.
A statement of all related party transactions is presented before the
Audit Committee on a quarterly basis, specifying the nature, value and
terms & conditions of the transactions. The statement is supported by
a certificate from the CEO/ CFO.
None of the Directors has any pecuniary relationships or transactions
vis-a-vis the Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, is presented in a separate section forming part of the
Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS;
There are no significant and material orders passed by the
Regulators/Courts which would impact the going concern status of the
Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF
THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF
THE REPORT:
No material changes and commitments affecting the financial position of
the company have occurred between the end of the financial year of the
company to which the financial statements relate and the date of this
report.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees or investments
covered under the provisions of section 186 of the Companies Act, 2013
dining the Financial Year 2014-15
TRANSFER TO RESERVES:
The Company has transferred current year's profit of Rs. 53,64,738.00
to the Reserve & Surplus and the same is in compliance with the
applicable provisions prescribed under the Companies Act, 2013.
DEPOSITS:
The Company has not accepted any deposits under the applicable
provisions of the Companies Act, 2013 and the rules framed there under.
DIRECTORS:
(Iappointment
The Board of Directors has appointed Ms Neha Nandlal Agrawal (Din:
027728648) as Additional Director of the Company in the category of Non
Executive Woman Director with effect from 31st March, 2015 to hold
office as Directors upto the date of next Annual General Meeting of the
Company and has resigned from the said post of Director w.e.f.
14thApril,2015.
(ii) Retirement by rotation
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company, Mr. Minesh Chandrakant Shah
(Din: 00045178) retires by rotation and is eligible for reappointment.
(iii) Declarations by Independent Directors
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 Clause 49 of the Listing Agreement.
(iv) Board Evaluation
In compliance with the provisions of the Companies Act, 2013 and Clause
49 of the Listing Agreement, the Board has carried out an annual
performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Nomination
& Remuneration Committee. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
(v) Nomination & Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee, framed a Policy for selection, appointment and remuneration
of Directors and Key Managerial Personnel, including criteria for
determining qualifications, positive attributes, independence of
Directors. More details of the same are given in the Corporate
Governance Report.
(vi) Board Meetings
There are seven members of Board of the Directors of the company of
Executive Directors, Non Executives Directors and independent
directors. There is no institutional nominee on the Board. Dining the
year Nine meetings of the Board were held. The Board of directors was
met on 29/05/2014, 10/06/2014, 26/06/2014, 14/08/2014,
02/09/2014,30/09/2014,14/11/2014,14/02/2015 and 31/03/2015 The
composition and attendance of Board of Directors are as:
SI. Name of Category of No. of
No. Director Director Board
Meetings
attended
1 Mr. Nandlal Agrawal Managing Director 9
(DIN: 00336556) Chairman
2 Mr Sanjay Agrawal Non- 9
(DIN: 00075210) executive
3 Mr. Minesh Shah Executive 9
(DIN: 00045178)
4 Mr. Kamlesh Sharma Independent 9
(DIN: 01563040)
5 Mr Tirthraj Pandya Independent 9
(DIN: 02972285)
6 Mr. Mahendra Patel Independent 9
(DIN: 03017155)
7 Mr. Kunal Agrawal Executive 9
(DIN:00169324)
8 Ms Neha Nandlal Non-executive 0
Agrawal
(DIN:02708648)
SI. Name of Attendance No. of committee/
No. Director at the last membership in
AGM which he/she is
a member of
Chairperson
1 Mr. Nandlal Agrawal Yes None
(DIN: 00336556)
2 Mr Sanjay Agrawal Yes Member in two
(DIN: 00075210) Committees
3 Mr. Minesh Shah Yes Member in one
(DIN: 00045178) Committee
4 Mr. Kamlesh Sharma Yes Chairman in one
(DIN: 01563040) Committee
5 Mr Tirthraj Pandya Yes Chairman in one
(DIN: 02972285) Committee
Member in One
Committee
6 Mr. Mahendra Patel Yes Chairman in one
(DIN: 03017155) Committee
Member in Two
Committees
7 Mr. Kunal Agrawal Yes None
(DIN:00169324)
8 Ms Neha Nandlal No None
Agrawal
(DIN:02708648)
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING
AND OUTGO:
The information relating to conservation of energy, technology
absorption and foreign exchange earnings & outgo as required under
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is Annexed herewith as "Annexure - A".
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure - B".
AUDIT COMMITTEE:
Pursuant to Section 177 of the Companies Act, 2013 the board of
directors has constituted an audit committee. The audit committee
comprises of Shri Minesh C Shah (DIN: 00045178) , Shri Mahendra Patel
(DIN: 03017155) and Shri Tirthraj Pandya (DIN: 02972285).
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of the Section 134(3)(c) of the Companies
Act, 2013:
(I) That in the preparation of the annual financial statements for the
year ended March 31, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
(ii) That such accounting policies, as mentioned in the Financial
Statements as 'Significant Accounting Policies' have been selected and
applied consistently and judgments and estimates 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 March 31,2015 and of the profit
of the Company for the year ended on that date;
(iii) 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;
(iv) That the annual financial statements have been prepared on a going
concern basis;
(v) That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
(vi) That proper systems to ensure compliance with the provisions of
all applicable laws were in place and were adequate and operating
effectively.
AUDITORS:
(i) Statutory Auditors
M/s. Ashok Dhariwal & Co., Chartered Accountants, have been appointed
as Statutory Auditors of the Company for a period of 3 years at the
last annual general meeting held on 30th September, 2014 subject to
ratification of their appointment by the members at every annual
general meeting. The shareholders at the ensuing annual general meeting
will consider ratification of the appointment of the Statutory
Auditors. As required under Clause 41 of the Listing Agreement, the
Auditors have confirmed that they hold a valid certificate issued by
the Peer Review Board of the Institute of Chartered Accountants of
India.
(ii) Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s Gaurang R. Shah,
a firm of Company Secretaries in Practice, to undertake the Secretarial
Audit of the Company. The Report of the Secretarial Audit is annexed
herewith as "Annexure - C".
(iii) Internal Auditor
Pursuant to provisions of Section 138 of the Companies Act, 2013 and
the Companies (Accounts) Rules, 2014, M/s M.S. JAIN & GOLECHHA, a Firm
of Chartered Accountants in Practice, is appointed as an Internal
Auditors of the Company for the F inancial Year 2014-15.
PARTICULARS OF EMPLOYEES
The provisions of Rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 requiring particulars
of the employees in receipt of remuneration in excess of Rs.60 lacs per
year to be disclosed in the Report of Board of Directors are not
applicable to the Company as none of the employees was in receipt of
remuneration in excess of Rs.60 lacs during the financial year 2014-15.
The information required under Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 is given in the Statement annexed
herewith as "Annexure - D".
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a Certificate from the
Auditors of the Company regarding compliance of the conditions of
Corporate Governance pursuant to Clause 49 of the listing agreement
with stock exchanges is annexed herewith as "Annexure - E".
SEXUAL HARASSMENT:
There was no case filled dining the year, under the sexual harassment
of women at workplace (Prevention, Prohibition & Redressal) Act, 2013.
Further Company ensures that there is a healthy and safe atmosphere for
every women employee at the workplace and made the necessary policies
for safe and secure environment for women employee.
ACKNOWLEDGEMENT:
The Board wishes to place on record their sincere appreciation and
acknowledge with gratitude the effort put in and co-operation extended
by bankers, shareholders, employees at all levels and all other
associated persons, bodies or agencies for their continued support.
Place: Ahmedabad For and on Behalf of Boardof Directors
Date: 14/08/2015
Nandlal J. Agrawal
Chairman & Managing Director
(DIN:00336556)
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