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Company Information

Home » Market » Company Information

Lords Chloro Alkali Ltd.

Jan 25
88.40 -4.65 ( -5.00 %)
 
VOLUME : 19747
Prev. Close 93.05
Open Price 88.40
TODAY'S LOW / HIGH
88.40
 
 
 
92.95
Bid PRICE (QTY.) 0.00 (0)
Offer PRICE (Qty.) 0.00 (0)
52 WK LOW / HIGH
28.00
 
 
 
102.50
Lords Chloro Alkali Ltd. is not traded in NSE
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Market Cap. ( ₹ ) 222.36 Cr. P/BV 2.65 Book Value ( ₹ ) 33.34
52 Week High/Low ( ₹ ) 103/28 FV/ML 10/1 P/E(X) 0.00
Bookclosure 30/09/2019 TTM EPS ( ₹ ) 1.60 Div Yield (%) 0.00
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2018-03 

BOARD’S REPORT TO

THE MEMBERS,

Your Directors are pleased to present the 39th Annual Report together with the Audited Financial Statements of the Company for the Financial Year Ended on 31st March, 2018

1. FINANCIAL PERFORMANCE

(Rs. in Lacs)

particulars

For the year ended on 31stMarch, 2018

For the year ended on 31stMarch, 2017

Sales (Net of excise duty)

16,594.74

12,115.87

Other Income

49.95

36.71

Operating Profit / (Loss) before Interest and Depreciation

2,096.86

1,310.02

Interest/ Finance Cost

226.10

201.65

Depreciation

409.56

437.04

Exceptional Items - (Gain)/ Loss

-

(119.10)

Profit/(loss) before tax

1,461.20

790.43

Tax expense

(613.95)

(431.77)

Net Profit / (Loss)

847.25

358.66

Other Comprehensive Income (Net of Tax)

(31.58)

11.13

Total Comprehensive Income

815.67

369.79

During the year the Company has achieved the revenue of Rs. 16,594.74 lacs with the increase of 36.97% as compared to previous year. Profit after tax is Rs. 847.25 lakhs with increase of 136.21% as compared to previous year.

2. PERFORMANCE AND STATE OF COMPANY AFFAIRS

As promised last year, Your Company has increased its production capacity to 207 TPD and plans to increase the same substantially to 275 TPD in near future. Further, your Company has plans to replace old forced circulation technology ASAHI Electrolysis with NCZ technology Electrolysis for making the entire production process energy efficient and to be competent in the market. Company is also working on few new products for captive consumption of Chlorine.

3. MARKETING

Demand for Caustic Soda in India was around 4.20 million TPA approx. in 2017-18. Further, Caustic Soda imports decreased by margin of 4 % approx. in comparison to 2016-17 resulting in better capacity utilization for domestic industry.

Your directors are pleased to inform you that the CIF price for caustic import has also jumped to $590 per MT which indicates demand has increased across the sectors around the world. Reduced capacity utilization at plants in coastal region of China due to environmental reasons and Chlorine and Caustic price recovery in last quarter of 2017-18 had positive effect on prices of caustic soda and chlorine resulting in better profitability for the Company.

The Indian economy is growing at a healthy rate of around 7% and the pace may quicken up due to better business climate foreseen due to GST and other measures taken by the Government.

4. FUTURE OUTLOOK

The economic parameters for the industry are looking good in the future with the government giving a big push to infrastructure and make in India. Caustic and Chlorine, the products of the Company, are closely linked with the growth of the economy.

Company has expanded its capacity by installing additional latest technology production facilities of 70 TPD. This resulted in the installed capacity of the Company increased to 207 TPD and products are sold comfortably. The Company is also planning to start project to make derivatives of Chlorine in the near future to create more value addition and in house consumption of Chlorine.

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 Yuvraj Ahuja, Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting

(AGM) and being eligible has offered himself for reappointment. Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of Director and other related information has been detailed in the notice convening the 39th AGM of your Company. Your Directors recommend his re-appointment as a Non-Executive Director of the Company.

During the year under review, Board of Directors, on the recommendation of the Nomination & Remuneration Committee and the Audit Committee, had approved in their meeting held on 13th February, 2018 the re-appointment of Shri Deepak Mathur subject to approval of members by special resolution at the ensuing Annual General Meeting as Whole Time Director of the Company for a period of 3 (three) years w.e.f. 19th February, 2018.

The present term of Shri Ajay Virmani, Managing Director of the Company going to expire w.e.f. 11 thJuly, 2018, On the recommendation of the Nomination & Remuneration Committee and the Audit Committee, the Board in its meeting held on 16th May, 2018 subject to the approval of members by special resolution at the ensuing Annual General Meeting, has re-appointed Shri Ajay Virmani as Managing Director of the Company for a term of 3 (three) years w.e.f. 12th July, 2018.

During the year under review Shri Rohit Verma has been appointed as a Company Secretary w.e.f. 29th May, 2017 of the Company and further, he has tendered his resignation from the post of Company Secretary w.e.f. 31st August, 2017. Shri Dipendra Chaudhary had joined the Company as a Company Secretary of the Company w.e.f. 27thFebruary, 2018.

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 13th February, 2018 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 13th February, 2018 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.

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

During the year, there was no loan given, 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. 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 rectification by the Members at every Annual General Meeting.

The Board of Directors of your Company at their meeting held on 16th May, 2018, have on the recommendation of Audit Committee and subject to the approval of members, ratify the appointment of M/s Gupta Vigg & Co., Chartered Accountants as Statutory Auditors for the Financial Year 2018-19

i.e. from conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

10. 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 2018-19.

The Board of Directors of your Company at its meeting held on 16th May, 2018, 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 2018-19. The remuneration proposed to be paid to the Cost Auditor subject to your ratification at the 39th AGM will be Rs. 50,000/- (Rupees Fifty Thousand Only) for the Financial Year 2018-19.

11. 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 2017-18. The Secretarial Audit Report for the financial year ended 31stMarch, 2018 is annexed herewith marked as Annexure C to this Report.

12. AUDITORS’ OBSERVATIONS

In reference to the Comments mentioned in the Statutory Auditors Report for the year 2017-18, we wish to submit the following:

(i) 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.

13. SAFETY, ENVIRONMENT PROTECTION & POLLUTION CONTROL

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

Your Company has recently commissioned a water recycling/ purifier plant which has helped to bring down the dosing of chemicals and has also improved the process. We are also implementing a water harvesting system to stop wastage of rain water. This is in line with the Company's policy to safeguard the environment in and outside the factory.

14. DIVIDEND AND TRANSFER TO RESERVE

During the year, the Company has earned a profit of Rs. 815.67 Lacs, 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 2017-18 and Rs. 815.67 Lacs has been transferred to General Reserve.

15. ENERGY CONSERVATION, TECHNOLOGYABSORPTION, 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.

16. 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.

17. 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 in Rs.

Shri Rakesh Ahuja

-

-

Shri Madhav Dhir

8.81

24,07,000

Shri Yuvraj Ahuja

-

-

Shri Ajay Virmani

22.38

61,13,500

Shri Pawan Kumar Nayyar

-

-

Shri Sandeep Chaudhari

-

-

Shri Chandra Shaker Pathak

-

-

Shri Rajbir Singh Makhni

-

-

Smt. Poonam Rawat

-

-

Shri Shiv Dutt Sharma

-

-

Shri Deepak Mathur

10.64

29,04,817

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

Name

% Increase

Shri Ajay Virmani

8.96

Shri Madhav dhir

-

Shri Deepak Mathur

11.67

Shri Rajiv Kumar

10.99

(Chief Financial Officer)

Shri Dipendra Chaudhary*

-

(Company Secretary)

* Shri Dipendra Chaudhary has joined the Company w.e.f. 27th February, 2018, 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 17.82%.

(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 177.

(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 12.13%. Average percentile increase in the salaries of managerial personnel is 9.15%.

(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 who is employed throughout the financial year, was in receipt of remuneration of Rs. 1.02 crores (one crore and two lacs) 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 lacs (eight lacs 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.

18. ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure F to this Report.

19. 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).

20. 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.

21. 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.

22. 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.

23. 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.

24. 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.

25. 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 out lined 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 and other relevant provisions of the Companies Act, 1956, 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.

26. 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.

27. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended on 31st March,

2018, 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 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 as at the financial year ended on 31st March, 2018 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.

28. 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 Ajay Virmani Yuvraj Ahuja Madhav Dhir

Date : 16th May, 2018 Managing Director Whole Time

Director Director

DIN:00758726 DIN: 00164675 DIN:07227587