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Company Information

Home » Market » Company Information

Lakshmi Electrical Control Systems Ltd.

Jul 17
630.95 +6.55 (+ 1.05 %)
 
VOLUME : 266
Prev. Close 624.40
Open Price 626.00
TODAY'S LOW / HIGH
621.20
 
 
 
639.00
Bid PRICE (QTY.) 0.00 (0)
Offer PRICE (Qty.) 0.00 (0)
52 WK LOW / HIGH
542.00
 
 
 
865.00
Lakshmi Electrical Control Systems Ltd. is not traded in NSE
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Market Cap. ( ₹ ) 155.09 Cr. P/BV 1.39 Book Value ( ₹ ) 454.65
52 Week High/Low ( ₹ ) 865/542 FV/ML 10/1 P/E(X) 13.21
Bookclosure 08/08/2018 EPS ( ₹ ) 47.77 Div Yield (%) 1.58
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2017-03 

Board of Directors’ Report to Shareholders

Dear Shareholders,

The Board of Directors of your Company are pleased to present the Thirty Sixth annual report on the business and commercial operations of the company along with the summary of financial statements for the year ended 31st March, 2017.

1. The State of Affairs of the Company, Dividend & Reserve:

Financial summary/highlights & transfer to General Reserve:

Financial Results

Current Year Ended 31-03-2017 (Amount in Rs.)

Previous Year Ended 31-03-2016 (Amount in Rs.)

Sales and Other Income

1,64,62,27,935

1,89,30,87,475

Gross Profit

14,69,29,781

15,00,20,440

Less : Depreciation

2,01,92,837

1,90,00,347

Net Profit / (Loss)

12,67,36,944

13,10,20,093

Prior year taxes

(39,46,921)

19,155

Provision for Taxation

3,98,78,533

3,68,09,304

Provision for Deferred Tax

25,66,826

82,01,216

Add : Surplus brought forward

27,62,40,840

22,39,17,550

Available for appropriation

36,44,79,346

30,99,07,968

Appropriations:

Proposed Dividend

1,96,64,000

1,96,64,000

Corporate tax on dividend

40,03,128

40,03,128

Transfer to general reserve

1,00,00,000

1,00,00,000

Balance carried forward

33,08,12,218

27,62,40,840

Total

36,44,79,346

30,99,07,968

Dividend:

The Board recommends a dividend of Rs. 8/- per equity share of the face value of Rs. 10/- each (80%) on the equity share capital of Rs. 2,45,80,000/- for the financial year ended on 31st March, 2017 aggregating to Rs. 1,96,64,000/- and to pay a dividend tax of Rs. 40,03,128/-. The total dividend payout works out to 26.82% of the net profit for the standalone results. The dividend on equity shares is subject to the approval of the shareholders at the Annual General Meeting.

In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend relating to the financial year 2009-10, is due for remittance on 28th August, 2017 to the Investor Education and Protection Fund established by the Central Government.

Transfer to reserves:

Your Company proposes to transfer Rs. 1,00,00,000/- (Rupees One Crore only) to the General Reserve. Business and Operations

During the year under review, the Company has achieved a turnover of Rs. 16091.65 Lakhs as against Rs. 18703.82 Lakhs for the previous year.

The profit before interest and depreciation was Rs. 1469.80 Lakhs as against Rs. 1545.67 Lakhs for the previous year. The profit before tax was Rs. 1267.37 Lakhs as against Rs. 1310.20 Lakhs during the previous year.

During the year under review the turnover has decreased by 13.97 % over the previous year and the profit before tax has decreased by 3.27 % over the same period last year.

Industrial Relations

Relationship with employees was cordial throughout the financial year.

2. Extracts of Annual Return

As per requirements of the Companies Act, 2013, the extract of annual return in the prescribed Form MGT 9 is annexed hereto as Annexure 1 forming part of the report.

3. Number of Meetings of the Board

Details of number of meetings of Board of Directors and Committees thereof and the attendance of the Directors in such meetings are provided under the Corporate Governance Report.

4. Directors’ Responsibility Statement

In terms of Section 134 of the Companies Act, 2013 the Directors, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

b. have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. 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. have prepared the annual accounts on a going concern basis;

e. have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

5. No Frauds reported by statutory auditors

There is no instance of frauds reported by the statutory auditors of the Company for the financial year under review under sub Section (12) of Section 143 of the Companies Act, 2013.

6. Declaration by Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

7. Nomination and Remuneration Committee and Policy

As per the requirements of the provisions of the Companies Act, 2013, a Nomination and Remuneration Committee of directors was formed by the Board of Directors consisting of:

1. Sri N.Suryakumar, Chairman (Non-Executive - Independent)

2. Sri Ramesh Rudrappan, Member (Non-Executive - Independent)

3. Sri Arun Selvaraj, Member (Non-Executive - Independent)

The said committee has been empowered and authorised to exercise widest powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company has a policy on directors’ appointment and remuneration including criteria for determining qualification, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178. The salient aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate Governance Report and the policy is available on the company’s website at www.lecsindia.com.

8. Auditors Comments

There are no adverse comments in the reports of Statutory Auditors (appearing elsewhere in the Annual Report) and that of the Secretarial Auditors (annexed hereto as Annexure 2).

9. Particulars of Loans/Guarantee/Investments

The Company has not given any Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

10. Particulars of Contracts with Related Party

The transactions entered by the Company with the related parties during the financial year 2016-17 are in the ordinary course of business and at arm’s length basis. The particulars of material related party transactions is provided in the form AOC 2 and annexed to the Boards’ Report as Annexure 3

11. Material Changes and Commitments

There were no material changes and commitments affecting the financial position of the Company occurred between the end of financial year (March 31, 2017) to which this financial statements relate and the date of this Report.

12. Conservation of Energy, Technology Absorption & Foreign Exchange

The disclosures under Rule 8(3) of Companies (Accounts) Rules, 2014 are as under:

CONSERVATION OF ENERGY

Sl. No.

Particulars

Disclosures

A

Conservation of Energy

(i)

Steps taken or impact on conservation of energy

I. LED and Induction Lamps are introduced in the lighting systems wherever possible based on the requirement. The existing lamps were replaced with suitable LED lamps with optimum solution, when it is called for repair / replacement.

II. Renewable energy sources are planned for canteen cooking system as a supplementary source.

V Solar water heater system for boiler feed water and steam cooking vessels.

V Bio-gas system from food and other wastes recycling method.

(ii)

Steps taken by the company for utilizing alternate sources of energy

Power generated from 1 Wind energy generator is utilized for captive consumption from August 2016 onwards.

(iii)

Capital investment on energy conservation equipments

V VFD is installed for energy conservation of screw Air Compressor.

V Low cost automation vacuum blower loader system is developed in-house for conveying the raw materials.

V APFC panel made based on in-house design and installed for harmonics mitigation and catering quality power.

TECHNOLOGY ABSORPTION

Sl. No.

Particulars

Disclosures

(i)

Efforts made towards technology absorption;

No technology or knowhow is brought from external bodies or imported

(ii)

The benefits derived like product improvement, cost reduction, product development or import substitution;

In house developmental and operational research activities are carried out on regular basis.

Innovations in processes and tool designs have contributed to cost reduction in the operations.

(iii)

In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

(a) the details of technology imported;

(b) the year of import

(c) whether the technology has been fully absorbed

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;

No technology was imported during the last three years

(iv)

The expenditure incurred on Research and Development

Capital Expenditure : Rs. 7.85 Lakhs Revenue Expenditure: Rs. 25.57 Lakhs Total Expenditure : Rs. 33.42 Lakhs

FOREIGN EXCHANGE OUTGO AND EARNINGS:

Rs. in Lakhs

Foreign Exchange earned through exports amount to:

3.86

Foreign Exchange used

472.26

13. Risk Management

The Company follows a comprehensive and integrated risk appraisal, mitigation and management process. The risk management process of the Company is being periodically reviewed for improvement by the Board of Directors.

14. Corporate Social Responsibility (CSR):

The Company has constituted a CSR committee of Board of Directors and has adopted a CSR Policy. The same is posted in the company’s website www.lecsindia.com. A report in prescribed format detailing the CSR spend for the year 2016-17 is attached herewith as Annexure 4 forming a part of this report.

15. Evaluation of Board’s Performance:

On the advice of the Board of Directors, the Nomination and Remuneration Committee of Board of Directors of the Company have formulated the criteria for the evaluation of the performance of Board of Individual Directors, Board as a whole, Committees of Directors, Independent Directors, Non-Independent Directors and the Chairperson of the Board. Based on that performance evaluation has been undertaken. The Independent Directors of the company have also convened a separate meeting for this purpose. All the results and evaluation has been communicated to the Chairperson of the Board of Directors.

16. Additional Disclosures:

As per Rule 8(5) of the Companies (Accounts) Rule, 2014, the following additional information is provided:

Sl. No.

Particulars

Disclosures

(i)

The financial summary or highlights.

The financial highlights including State of Affairs of the Company, Dividend & Reserve is provided in this Report.

(ii)

The change in the nature of business, if any.

There is no change in the business line of the company.

(iii)

The details of directors or Key Managerial Personnel who were appointed or have resigned during the year.

Nil

(iv)

The names of companies which have become or ceased to be its Subsidiaries, Joint ventures or associate companies during the year.

Nil

(v)

The details relating to deposits, covered under Chapter V of the Act.

The company has not accepted deposits.

(vi)

The details of deposits which are not in compliance with the requirements of Chapter V of the Act.

Not Applicable.

(vii)

The 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.

Nil

(viii)

The details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance.

The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

17. Internal Control systems and their Adequacy:

Your Company has established adequate internal control procedures, commensurate with the nature of its business and size of its operations.

The accounting transactions and operations are audited by the Internal Auditor vis.a.vis the internal controls, policies and procedures and the deviations, if any, are reported and corrective actions are taken appropriately.

18. Re-appointment of retiring directors:

Sri. D.Senthilkumar, Director, (DIN: 00006172) who retires by rotation at the ensuing Annual General Meeting, being eligible offers himself for re-appointment. The Board recommends his re-appointment in the forthcoming Annual General Meeting.

19. Resignation of Director

There was no incidence of resignation of Director.

20. Composition of Audit Committee

The Audit Committee was formed by the Board of Directors and consists of:

1

Sri. N. Suryakumar - Chairman

(Non-Executive- Independent)

2

Sri. A. Palaniappan - Member

(Non-Executive - Independent)

3

Sri. Ramesh Rudrappan - Member

(Non-Executive - Independent)

The Board has accepted the recommendations of the committee during the financial year under review.

21. Vigil Mechanism:

The Company has devised a vigil mechanism in the form of a Whistle Blower Policy in pursuance of provisions of Section 177(10) of the Companies Act, 2013 and details whereof is available on the company’s website at www.lecsindia.com. During the year under review, there were no complaints received under this mechanism.

22. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee. During the year 2016-17, no complaint was received before the committee.

23. Overall Maximum Remuneration

Particulars pursuant to Section 197(12) & rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 :

a) The ratio of the remuneration of each director to the median employee’s remuneration for the financial year and such other details as prescribed is as given below:

Name

Category

Ratio

Smt. Nethra J.S.Kumar (DIN : 00217906)

Executive - Chairperson and Managing Director

1:20

Sri. N.Suryakumar (DIN : 00008316)

Non-Executive - Independent

-

Sri. Sanjay Jayavarthanavelu (DIN : 00004505)

Non-Executive - Non Independent

-

Sri. D.Senthilkumar (DIN : 00006172)

Non-Executive - Non Independent

-

Sri. Ramesh Rudrappan (DIN : 00008325)

Non-Executive - Independent

-

Sri. A.Palaniappan (DIN : 00044022)

Non-Executive - Independent

-

Sri. Arun Selvaraj (DIN : 01829277)

Non-Executive - Independent

-

Note: For this purpose, Sitting fees paid to the Directors have not been considered as remuneration.

b) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Name

Category

%

Smt. Nethra J.S.Kumar

Executive - Chairperson and Managing Director

3.14

Sri N.Suryakumar

Non-Executive - Independent Director

-

Sri Sanjay Jayavarthanavelu

Non-Executive - Non Independent Director

-

Sri D.Senthilkumar

Non-Executive - Non Independent Director

-

Sri Ramesh Rudrappan

Non-Executive - Independent Director

-

Sri A.Palaniappan

Non-Executive - Independent Director

-

Sri Arun Selvaraj

Non-Executive - Independent Director

-

Sri. B.K.Ravikumar*

Chief Financial Officer (CFO)

-

Sri. S.Sathyanarayanan*

Company Secretary (CS)

-

Note: For the above purpose, Sitting fees paid to the Directors have not been considered as remuneration.

* CFO & CS were appointed for part of the financial year 2015-16, percentage increase in remuneration is not comparable and hence not provided.

c) The percentage increase in the median remuneration of employees in the financial year: 1.75%

d) The number of permanent employees on the rolls of company: 205

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 increase in remuneration is 6.37% for employees other than Managerial Personnel and KMP, while it is 3.14% for Managerial Personnel (KMP and Senior Management).

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

g) Particulars of Employees as per Rule 5(2) and Rule 5(3) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure 5 to this Report.

24. Accounting Treatment

In the preparation of financial statements, no treatment different from that of prescribed Accounting Standards has been followed.

25. Corporate Governance:

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance forms an integral part of this Report.

The shares of the Company is listed in BSE Limited, Mumbai. The listing fees is paid up to date and the shares of the Company were not suspended for trading by the Stock Exchange at any time during the year under review.

26. Auditors

Statutory Auditors:

M/s N.R.Doraiswami & Co, Chartered Accountants and M/s. Subbachar & Srinivasan, Chartered Accountants, the Statutory Auditors of the Company can hold office up to the conclusion of the ensuing Annual General Meeting to be held on 02nd August 2017. One of the statutory auditors M/s N.R.Doraiswami & Co, Chartered Accountants will not seek reappointment for the purpose of rotation of auditors as required under the Companies Act, 2013.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Subbachar & Srinivasan, Chartered Accountants, the Statutory Auditors of the Company, hold office up to the conclusion of the Annual General Meeting to be held in the year 2021. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company. The subject for ratification of appointment of the said Auditors for the financial year 2017-2018 is included in the Notice of Annual General Meeting for seeking approval of the members.

Secretarial Auditor:

Pursuant to 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. MDS & Associates, Coimbatore, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2017-18.

27. Acknowledgement

Your Directors thank the customers, bankers, vendors, shareholders and other stakeholders for their continued support and patronage.

The Directors wish to place on record their appreciation for the cooperation and contribution made by the employees at all levels towards the performance of the Company.

On behalf of the Board

Nethra J.S. Kumar

Place : Coimbatore Chairperson and Managing Director

Date : May 29, 2017 (DIN: 00217906)