Dear Shareholders,
Your Directors present the 38TH Annual Report together with
the Audited Accounts of your Company for the year ended 31st March, 2024
1. FINANCIAL RESULTS:
The performance of your Company for the financial year ended March 31,
2024, is summarized below:
(Rs. in lakhs)
Particulars |
Standalone |
Consolidated |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Profit/(Loss) before
depreciation and Tax Expenses (A) |
(54.68) |
(64.08) |
(54.90) |
(64.29) |
Less- Depreciation and
amortization Expenses (B) |
(4.32) |
(4.98) |
(4.32) |
(4.98) |
Profit/(Loss) before Tax (A-B) |
(59.00) |
(69.06) |
(59.22) |
(69.27) |
Less-Tax Expenses for the year (C) |
|
|
|
|
Less- Deferred tax expenses
for the year (D) |
|
|
|
|
Profit/(Loss) after Taxation (A-B)-(C)-(D) |
(59.00) |
(69.06) |
(59.22) |
(69.27) |
(I) Less-Transfer to reserve
(E) |
|
|
|
|
Add-Amount Brought Forward (II) |
(1002.2) |
(933.14) |
(1038.77) |
(969.50) |
Total (I-II) |
(1061.2) |
(1002.2) |
(1097.99) |
(1038.77) |
Less- Deferred Tax (F) |
|
|
|
|
Balance carried forward to
Balance Sheet (I-II)-(F) |
(1061.2) |
(1002.2) |
(1097.99) |
(1038.77) |
2. DIVIDEND:
Considering the financial position and the challenges faced by the
Company, your Directors have not recommended any dividend for the year under review.
3. SHARE CAPITAL
There was no change in the capital structure of the Company. The
paid-up Equity Share Capital was Rs.2,531.87 lakh at the end of financial year 2023-24.
The Company has not issued fresh shares or any convertible instruments during the year
under review.
4. BRIEF DESCRIPTION OF THE STATE OF COMPANY'S AFFAIRS:
LCC is engaged in building skilled human capital and in enhancing
workforce talent across the country. When it comes to Skills and Careers, the IT markets
continue to offer significant growth opportunities for LCC. With our new products,
business models, and the strengthened leadership team, LCC is well positioned to draw
graduates seeking to improve their employability for jobs in these industries. LCC will
continue to increase its focus on Deep Skilling as compared to entry level skills. With
computers and IT all around us, the need to skilled computer hardware and networking
professionals has been ever growing. LCC offers just the right set of programs for
students at any stage. LCC will continue to persevere and deliver on promises made to
shareowners as well as external and internal customers.
5. MANAGEMENT DISCUSSION AND ANALYSIS
A separate section on the "Management Discussion and
Analysis" is attached herewith, and form part of the Annual Report 2024.
6. CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135 of the Companies Act, 2013 regarding
Corporate Social Responsibility are not applicable to the Company as none of the criteria
as described under the said section were met during the last financial year.
7. BUSINESS RISK MANAGEMENT
Your Company has adequate risk management procedures, which are based
upon business environment, operational controls and compliance procedures. The major risks
are assessed through a systemic procedure of risk identification and classification. Risks
are prioritized according to significance and likelihood. The business risk framework
defines the risk management approach across the enterprise at various levels including
documentation and reporting
8. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of the business of the Company during
the year under review.
9. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has a vigil mechanism policy for directors and employee to
report instances and concerns about unethical behavior, actual or suspected fraud or
violation of the Company Code of Conduct. The vigil mechanism is available on your company
website viz. www.lccinfotech.in. Under this policy, we encourage our employees to report
any reporting of fraudulent financial or other information to the stakeholders, any
conduct that results in violation of the
Company's Code of Business Conduct, to management (on an anonymous
basis, if employees so desire).
Likewise, under this policy, we have prohibited discrimination,
retaliation or harassment of any kind against any employees who, based on the
employee's reasonable belief that such conduct or practice have occurred or are
occurring, reports that information or participates in the said investigation.
This meets the requirement under Section 177(9) and (10) of the
Companies Act, 2013 and Regulation 22 of the Listing Regulations.
No individual in the Company has been denied access to the Audit
Committee or its Chairman.
10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS
No significant material orders passed by any regulators or courts or
tribunals which would impact the going concern status of the Company and its future
operations.
11. SUBSIDIARY COMPANY
Your company has only one Indian subsidiary named eLCC Info.Com
Limited. The Company is holding 99.98% control over the subsidiary company. The subsidiary
company does not have any operation during the year under review. Pursuant to first
provisions of section 129 (3) read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries is
enclosed herewith as "Annexure- III".
Further, no companies ceased to be a subsidiary or joint venture of the
Company during the year under review.
12. DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEES
The Board of Directors comprises of six directors as on March 31, 2024
out of which three are non-executive independent directors and the rest three are
executive Directors out of which one is executive woman director. The composition of the
board is as follows:
Name |
DIN |
Category |
Mrs. Kirti Lakhotia |
00057357 |
Managing Director Liable to
retire by rotation |
Mr. Sidharth Lakhotia |
00057511 |
Wholetime Director and CEO
Liable to retire by rotation |
Mr. Pratik Lakhotia |
00057015 |
Wholetime Director and CFO
Liable to retire by rotation |
Mr. Kamaljit Singh |
00552381 |
Independent Director
(Non-Executive) Not liable to retire by rotation |
Mr. Rajat Sharma* |
01576565 |
Independent Director
(Non-Executive) Not liable to retire by rotation |
Mr. Mayur P Shah* |
01849708 |
Independent Director
(Non-Executive) Not liable to retire by rotation |
*The tenure of Mr. Rajat Sharma and Mr. Mayur P Shah expired on August
13 and 20th August 2024, hence they have tendered their resignation from the
Board of Directors.
In the opinion of the Board, the independent directors on the Board of
the Company are persons with integrity, expertise and experience relevant to the operation
of the Company and that they all have qualified in the online proficiency self-assessment
test conducted by the prescribed institute.
Mr. Sidharth Lakhotia (DIN: 00057511), who retires by rotation, and
being eligible, offers himself for re-appointment. The resolution seeking approval of
members for re-appointment of Mr.Sidharth Lakhotia (DIN: 00057511) has been included in
the Notice of 38th Annual General Meeting.
During the year, the non-executive independent directors of the Company
had no pecuniary relationship or transactions with the Company.
The criteria for selection of Directors and remuneration policy are
disclosed in the Corporate Governance section which forms part of this Annual Report.
The details of programs or familiarization training of Independent
Directors with the Company, their roles, right & responsibility, nature of the
Industry in which Company operates and related matters are available on the Company's
website www.lccinfotech.in
Key Managerial Personnel
The Company has the following Key Managerial Personnel (KMPs) in
compliance with the provisions of Section 203 of the Companies Act, 2013: a) Mrs. Kirti
Lakhotia, Managing Director b) Mr. Sidharth Lakhotia WTD & CEO c) Mr. Pratik Lakhotia,
Director & Chief Financial Officer (CFO) d) Mr. Smriti Suhasaria, Company Secretary
There was no change in the KMPs during the year under review.
13. MEETING
The Board of Directors of your Company met 7 (Seven) times during the
year to deliberate the various matters. The meetings were held on 29/05/2023, 14/08/2023,
09/11/2023, 22/12/2023, 13/02/2024, 20/02/2024 and 29/03/2024. Details of the attendance
at the meeting of Board of Directors are provided in the Corporate Governance Report
forming part of this Report. The intervening gap between two consecutive meetings was
within the limit prescribed under the Companies Act, 2013.
14. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an Internal Control System, Commensurate with the size
of its operation. Internal Control System comprising of Policies and procedure are
designed to ensure sound management of your company's operation safekeeping of its
assets, optimal utilization of resources, reliability of its financial information and
compliance.
15. BOARD EVALUATION
Pursuant to the provisions of the Act and Listing Regulations, the
Board has carried out the Annual Performance Evaluation for itself, the Directors
individually (including the Chairman of the Board), as well as the evaluation of the
working of its Audit Committee, Nomination and Remuneration Committee, Corporate Social
Responsibility Committee and Stakeholders' Relationship Committee. A structured
evaluation form was administered after taking into consideration the inputs received from
the Directors, covering various aspects of the Board's functioning, such as the
adequacy of the composition of the Board and its Committees, its effectiveness, ethics and
compliances, the evaluation of the Company's performance, and internal control and
audits. A separate exercise was carried out to evaluate the performance of individual
Directors, including the Chairman of the Board, who were evaluated on parameters such as
the level of engagement and contribution, effective participation in Board/Committee
Meetings, independence of judgment, safeguarding the interest of the Company and its
minority shareholders, providing expert advice to the Board, the Board Skills matrix, and
contributing in deliberations while approving related party transactions.
16. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination &
Remuneration Committee, framed a policy for selection and appointment of Directors, Senior
Management and their remuneration. The Remuneration Policy is stated in the Corporate
Governance Report forming a part of this Annual Report.
17. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
Material changes and commitments affecting the financial position of
the Company between the end of the financial year and date of this report are given below:
Except as disclosed elsewhere in the Report, no material changes and
commitments which could affect 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.
18. AUDIT COMMITTEE
The committee comprise of Three directors all being independent
Directors. As on March 31, 2024, the details are as under: i. Mr. Kamaljit Singh -
Chairman - Non Executive and Independent director ii. Rajat Sharma - Member - Non
Executive and Independent director iii. Mayur P Shah - Member - Non Executive and
Independent director
Details of dates of meetings of Audit Committee and attendance thereat
are provided in the Corporate Governance Report forming part of this Report. The
intervening gap between two consecutive meetings was within the limit prescribed under the
Companies Act, 2013 and SEBI LODR Regulations.
19. NOMINATION AND REMUNERATION COMMITTEE
The committee consists of three directors all being independent
directors. As on March 31, 2023, the details are as under:
i. Mr. Kamaljit Singh - Chairman - Non Executive and Independent
director ii. Rajat Sharma - Member - Non Executive and Independent director iii. Mayur P
Shah - Member - Non Executive and Independent director
Details of the dates of meetings of Nomination and Remuneration
Committee and attendance thereat, are provided in the Corporate Governance Report forming
part of this Report. The intervening gap between two consecutive meetings was within the
limit prescribed under the Companies Act, 2013 and SEBI LODR Regulations.
20. INDEPENDENT DIRECTORS
In accordance with the provisions of Section 149(7) of the Companies
Act, 2013, all the Independent Directors have given declarations that they meet the
criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. All Independent Directors have registered their name in the Independent
Directors data bank and complied with Rule 6 of Companies (Appointment and Qualification
of Directors) Rules, 2014.
In terms of Regulation 25(8) of the Listing Regulations, they are not
aware of any circumstance or situation, which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence. In terms of Regulation 25(9) of
the Listing Regulations, the Board of Directors have assessed the veracity of the
disclosures and confirmations made by the Independent Directors of the Company made under
Regulation 25(8) of the Listing Regulations
21. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act, the Directors
of your Company hereby state and confirm:
a) in the preparation of the annual financial statements for the year
ended March 31, 2024, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any; b) the accounting policies as
mentioned in Notes to the Financial Statements have been selected and applied consistently
and judgment 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, 2024 and of the
profit of the Company for the year ended on that date; c) 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) the Annual Accounts of your
Company have been prepared on a going concern basis; e) your Company has laid down
internal financial controls and that such internal financial controls are adequate and
were operating effectively f) your Company has devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively
22. RELATED PARTY TRANSACTIONS
During the financial year, your Company entered into related party
transactions, which were on an arm's length basis and in the ordinary course of
business. There were no material transactions with any related party as defined under
Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014 read with Regulation 23 of the SEBI Listing Regulation. All related party
transactions were entered into in accordance with the approval of the shareholders vide
resolution dated September 29, 2022 and were approved by the Audit Committee of your
Company on a quarterly basis. The policy on Related Party Transactions
as approved by the Board has been hosted on website of company viz. www.lccinfotech.in The
details of transaction annexed as Annexure IV.
23. SECRETARIAL STANDARDS
The Directors state that the applicable mandatory Secretarial
Standards, i.e., SS 1: Secretarial Standard on Meetings of the Board of Directors and SS
2: Secretarial Standard on General Meetings issued by the Institute of Company Secretaries
of India, have been duly followed by the Company.
24. STATUTORY AUDITORS
The Company's Statutory Auditors M/s. Nitin Gami & Associates,
has resigned from the office of Statutory Auditors of the Company on May 27, 2024
resulting into a casual vacancy in the office of Auditors.
Thereafter, M/s. Budhia & Company (Firm Registration Number:
320163E) was appointed as the Statutory Auditors of the Company to fill such casual
vacancy on June 28, 2024, who will hold the office till the conclusion of ensuing Annual
General Meeting.
M/s. Budhia & Company, Chartered Accountants, are eligible to be
re-appointed for a term of 5 (five) years, in terms of provisions of Sections 139 and 141
of the Act, read with the Rules made thereunder.
Accordingly, the Board of Directors of the Company at their meeting
held on June 28, 2024 based on the recommendation of the Audit Committee and subject to
the approval of the shareholders of the Company at the ensuing AGM, recommended
appointment of M/s. Budhia & Company, Chartered Accountants, (Firm Registration No.
320163E), shall be appointed as the Statutory Auditors, for a period of 5 (five) years
i.e. from the conclusion of the ensuing 38th Annual General Meeting till the conclusion of
43rd Annual General Meeting.
The Company has received a certificate from the above Auditors to the
effect that their appointment is in accordance with the provisions of the Companies Act,
2013.
The Auditors' Report is self-explanatory and therefore, do not
call for any further comments. The Auditors' Report does not contain any
qualification, reservation or adverse remark.
25. SECRETARIAL AUDITORS
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 Md. Shahnawaz proprietor of M Shahnawaz & Associates a peer
review firm, (CP No. 15076), Kolkata, as Secretarial Auditors of the Company to undertake
the Secretarial Audit of the Company for the financial Year 2023-24. The Secretarial Audit
Report is annexed herewith as Annexure -I'. The Secretarial Audit
Auditor report does not contain any observation.
26. INTERNAL AUDITORS
Mr. Sunil Beriwal (Membership No. 055302) Chartered Accountant,
appointed as Internal Auditor to perform the duties of internal auditors of the Company
and their internal audit report is reviewed by the Audit Committee from time to time.
27. MAINTENANCE OF COST RECORDS AND COST AUDIT
The Company being an IT & Software training company, the
requirement of maintenance of cost records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013, and audit of cost records were
not applicable to the Company during the year under review.
28. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
During the year under review, neither any application was made nor any
proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016
29. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION:
There was no settlement by the Company with the Banks or Financial
Institutions during the year under review, thus, 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 are
not applicable.
30. CORPORATE GOVERNANCE
Your company is committed to maintain good corporate governance
practices and adhere to the Corporate Governance requirements set out by the Securities
and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under
the Listing Regulations forms an integral part of this Report. The requisite certificate
from the Auditors of the Company confirming compliance with the conditions of Corporate
Governance is attached to the Report on Corporate Governance as Annexure -VI.
31. POLICIES / CODES
In compliance with the applicable provisions of the relevant Act and
Listing Regulations, the Company has the following policies: (i) Material Subsidiary
Policy (ii) Criteria-for-making-payments-to-non-executive-directors (iii) Dividend
Distribution Policy (iv) Terms And Conditions Of Appointment Of Independent Directors (v)
Policy On Preservation Of Document (vi) Familiarization Program For Independent Directors
(vii) Risk Management Plan (viii) Code of conduct for Director (ix) Policy on Related
Party Transaction (x) Nomination and Remuneration Policy (xi) Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information (xii) Vigil
Mechanism Policy (xiii) Archival Policy (xiv) Policy on Insider Trading
32. EXTRACT OF ANNUAL RETURN
In terms of the provisions of Section 92(3) of the Act read with the
Companies (Management and Administration) Rules, 2014, an extract of the Annual Return
MGT-7 of your Company for the financial year ended 31st March, 2024 is available of
website of company i.e. www.lccinfotech.in
33. LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any guarantee for loans taken by others from
bank or financial institutions. The loans and advances made by the Company are detailed in
Note of the Annual financial statements. Further loan provided by the company and
investment made by the company has been written off during the year and same has been
disclosed in the notes to account of the company.
34. PUBLIC DEPOSITS
In terms of the provisions of Section 73 to 76 of the Act read with the
relevant rules made thereunder, your Company has not accepted any deposit from the public
during the year under review, and as such, no amount on account of principal or interest
on public deposits were outstanding as on the date of the balance sheet.
35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The operation of the Company does not involve any activity relating to
conservation of energy and technology absorption and also there were no foreign exchange
earnings or outgo. Thus, the information on conservation of energy, technology absorption
and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is not
applicable to the Company during the year under review.
36. DISCLOSURE ON MANAGERIAL REMUNERATION & PARTICULARS OF
EMPLOYEES
The particulars of Managerial remuneration as stated in section 197 of
the Companies Act, 2013 read with rules 5(1) of the Companies (Appointment and
Remuneration of Managerial personnel) Rules, 2014 is annexed herewith is forming part of
the Board's Report as Annexure V.
The Company has not employed any individual whose remuneration falls
within the purview of the limits prescribed under the provisions of section 197 of the
Companies Act, 2013 read with rules 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Amendment Rules, 2016, as amended.
37. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statement pursuant to section 129(3) of the
Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements)
Regulations 2015, prepared in accordance with the Indian Accounting Standards prescribed
by the Institute of Chartered Accountants of India, is attached herewith and forms part of
the Annual Report.
38. OTHER DISCLOSURES
Your Company has not issued any shares with differential voting. Your
Company has not issued any sweat equity shares.
During the financial year ended March 31, 2024, no amount was
transferred to the general reserve.
The Company's Insider Trading Policy provides the framework for in
dealing with securities of the Company by the insider.
39. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESS) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The
Company has set up Internal Complaint Committee (ICC) under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules.
There was no compliant pending at the beginning of the FY2024. No
complaints have been received by the Committee during the FY2024.
40. HUMAN RESOURCES
Our employees are our core resource and the Company has continuously
evolved policies to strengthen its employee value proposition. The Company is constantly
working on providing the best working environment to its Human Resources with a view to
inculcate leadership, autonomy and towards this objective; your company spends large
efforts on training. Your Company shall always place all necessary emphasis on continuous
development of its Human Resources.
41. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)
Pursuant to the application provisions of the Companies Act, 2013, read
with the IEPF Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all
unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF,
established by the Government of India, after the completion of seven years. Further,
according to the Rules, the shares on which dividend has not been paid or claimed by the
shareholders for seven consecutive years, also to be transferred to the demat account of
the IEPF Authority.
The Company has no unclaimed and unpaid dividend thus there is no
corresponding shares due for transfer as per the as per the requirement of the IEPF rules.
42. MEETING OF THE INDEPENDENT DIRECTORS
During FY2023-24, one meeting of Independent Directors was held without
the presence of the Executive Directors or Management Personnel on 29/03/2024. At such
meeting, the Independent Directors have discussed, among other matters, the challenges
faced by the Company, growth strategies, flow of information to the Board, strategy,
leadership strengths, compliance, governance, HR related matters and performance of
Executive Directors.
43. DETAILS OF FRAUD REPORTED BY THE AUDITORS
During the year under review, the Statutory Auditors and Internal
Auditor have not reported any instances of fraud committed in the Company by its officers
or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies
(Audit and Auditors) Rules, 2014 of the Companies Act, 2013.
44. ACKNOWLEDGEMENT
Your Directors express their deep sense of gratitude to the banks,
financial institutions, stakeholders, business associates Central and State Governments
for their co-operation and support and look forward to their continued support in future.
We thank our employees for their contribution to your Company's performance. We
applaud them for their superior competence, dedication and commitment.
|
|
For and on behalf of board |
|
s/d |
s/d |
Place: Kolkata |
Kirti Lakhotia |
Pratik Lakhotia |
Date: May 22nd , 2024 |
|
|
|
Managing Director |
WTD & CEO |
|
DIN 00057357 |
DIN 00057015 |