Dear Shareholders,
Your Directors have pleasure in presenting their Twenty Ninth Annual Report on the
business and operations of the Company and the financial statements for the year ended
31st March 2023.
FINANCIAL HIGHLIGHTS:
Companys financial performance for the year under review along with previous years
figures are given hereunder: (Rs in Lakhs)
Particulars |
31-03-2023 |
31-03-2022 |
Revenue from operations |
21140.09 |
18992.23 |
Other Income |
324.10 |
259.79 |
Operating Profit before Finance Costs, Depreciation & Tax |
3498.09 |
3023.11 |
Less: Depreciation & Amortization |
770.48 |
707.65 |
Less: Finance Costs |
362.33 |
81.04 |
Profit before Tax |
2365.28 |
2234.42 |
Provision for Tax |
460.87 |
535.23 |
Deferred Tax |
167.18 |
114.46 |
Tax in respect of earlier years |
6.83 |
1.63 |
Net Profit for the year |
1730.40 |
1583.09 |
Other comprehensive income |
(16.46) |
36.81 |
Total comprehensive income for the year |
1713.93 |
1619.90 |
Add: Balance brought forward from previous year |
6741.30 |
5225.18 |
Profit available for appropriation |
8455.23 |
6845.08 |
Appropriation of Profits |
|
|
Transfer to General Reserve |
- |
- |
Dividend paid |
155.66 |
103.78 |
Balance carried over to Balance Sheet |
8299.57 |
6741.30 |
COMPANY PERFORMANCE
The Company achieved a total turnover of Rs 211.40 Crores as against a turnover of
Rs.Rs 189.92 Crores in the previous year. The Companys Profit Before Tax is Rs.23.65
Crores during the year, as compared to Rs.22.34 Crores in the previous year, an increase
of 5.86% over the last year. The Company earned a Net Profit of Rs.17.30 Crores, as
against a Net Profit of Rs.15.83 Crores in the previous year.
STATE OF COMPANYS AFFAIRS
During the financial year your Company has commissioned 3.3MW of On-ground Solar PV
Power Project during March 2023 and shall be meeting 90% requirement of normal electrical
consumption from the financial year 2023-24.
Lambodhaua Textiles Limited
During the financial year your Company was in the process of capacity expansion of
9,984 spindles. On commissioning of the said Expansion project, the Companys Core and
leased capacity shall be 60,704 spindles.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the financial year
ended 31st March, 2023.
TRANSFER TO RESERVES
During the year under review, no amount has been transferred to General Reserves.
However, the current year profit of Rs1,730.40 Lakhs has been added to the retained
earnings under the head “Other Equity”.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs.0.75 per equity share (15%) of
face value of Rs.5/- each (Previous year Rs.1.50 per equity share (30%) of face value of
Rs 5/- each). If the dividend, as recommended above, is approved by the Members at the
Annual General Meeting, the total outflow towards dividend on Equity Shares for the year
would be Rs.77.83 Lakhs (Previous Year Rs Rs.155.66 Lakhs)
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 124 and 125 of the Companies Act, 2013, Unclaimed or Unpaid
Dividend relating to the Financial Year 2015-16 is due for remittance on October 2023 to
the Investor Education and Protection Fund established by the Central Government.
Pursuant to Section 124(6) of the Companies Act, 2013 read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the
Company has transferred an amount of Rs.1,18,956 /- to Investor Education and Protection
Fund being the Unclaimed Dividend amount for the Financial Year 2014-15.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2023 stood at Rs.5,18,88,000/-
divided into 1,03,77,600 equity shares of Rs.5/- each. During the year under review, the
Company has not made any fresh issue of shares.
ANNUAL RETURN
The Annual Return of the Company for the financial year 2022-23 as required under
Section 92(3) of the Companies Act, 2013 is available on the website of the Company and
can be accessed on the Companys website at the link
https://www.lambodharatextiles.com/investors. php?id=21.
Lambodhaua Textiles Limited
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
Details of the composition of the Board and its Committees namely, Audit Committee,
Nomination and Remuneration Committee, Corporate Social Responsibility Committee,
Stakeholders Relationship Committee and of the Meetings held and attendance of the
Directors at such Meetings, are provided in the Corporate Governance Report which forms a
part of this Report.
STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards and that such systems are adequate and operating
effectively. The Company has duly complied with the Secretarial Standards issued by the
Institute of Company Secretaries of India on meeting of the Board of Directors (SS-1) and
General Meetings (SS-2).
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act,
2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed;
(b) the directors had 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 of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the internal financial controls to be followed by the company were laid down and
such internal financial controls were adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE
COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CETNRAL GOVERNMENT.
During the period under review, no incident of frauds was reported by the Statutory
Auditors pursuant to Section 143(12) of the Companies Act, 2013.
DECLARATION OF INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Based on the confirmation / disclosures received from the Directors and on evaluation
of the relationships disclosed, the following Non-Executive Directors are Independent as
on 31st March 2023:
Sri.Vastupal Rajnikant Mehta and Sri.Meenakshi Sundaram Rajkumar.
The Independent Directors of the Company have complied with the requirements of the
provisions in relation to the Independent Directors Databank as stated in the Companies
(Creation and Maintenance of databank of Independent Directors) Rules, 2019 and the
Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to
time.
FAMILIARIZATION PROGRAMMES
In compliance with the requirements of the Listing Regulations, the Company has put in
place a familiarization programme for the Independent Directors to familiarize them with
their roles, rights and responsibilities as Independent Directors, the working of the
Company, nature of the industry in which the Company operates, business model and so on.
The same is also available on the Company website at
https://www.lambodharatextiles.com/investors.php?id=4.
NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES
The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 and in
terms of Regulation 19(4) of the SEBI Listing Regulations has formulated a policy on
Nomination and Remuneration for its Directors, Key Managerial Personnel and senior
management which inter- alia provides the diversity of the Board and provides the
mechanism for performance evolution of the Directors. The details of this policy are
furnished in Annexure - 1 and forms part of this report and can also be accessed on
Companys website at https://www.lambodharatextiles.com/
Admin/web/images/Document/09042022104805AM.pdf .
COMMENTS ON AUDITORS REPORT
The report of M/s. Mohan & Venkataraman, Statutory Auditors and M/s. MDS &
Associates LLP, Secretarial Auditors, does not contain any reservations, adverse remarks
or disclaims. Further, your Directors wish to state that the observations made by the
Auditors in their report are selfexplanatory and necessary steps has been taken to ensure
that the Company complies with all the statutory requirements, as applicable from time to
time.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013:
Particulars of the investments made by the Company as at 31st March, 2023 are given in
the Notes forming part of the Financial Statements. The Company has not given any loans or
guarantees or provided any security to any person or other bodies corporate under section
186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered into with related parties as defined under The Companies Act,
2013
and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 during the financial year 2022-23 were in the ordinary course of
business and on an arms length pricing basis. The particulars of contract and arrangement
entered into with related parties referred in Section 188(1) of the Companies Act, 2013,
which are material in nature are disclosed in the prescribed Form No. AOC-2 and annexed
herewith as Annexure - 3 to this report.
The Policy on Related Party Transactions as approved by the Board of Directors of the
Company has been uploaded on the companys website and may be accessed through the link at
www. lambodharatextiles.com
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the report
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign
Exchange Earnings and 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 furnished in Annexure
- 4 and is attached to this report.
RISK MANAGEMENT POLICY
The Company has a structured risk management policy. The Risk management process is
designed to safeguard the organisation from various risks through adequate and timely
actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize
its impact on the business. The potential risks are inventorised and integrated with the
management process such that they receive the necessary consideration during decision
making. The Company has laid down procedures to inform the Audit Committee as well as the
Board of Directors about risk assessment and management procedures and status. These
procedures are periodically reviewed to ensure that the executive management monitors and
controls risks.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
As a part of its initiative under the “Corporate Social Responsibility” (CSR)
drive, the Company has undertaken projects in the area of promoting education. These
projects are in accordance with Schedule VII of the Companies Act, 2013 and the Companys
CSR policy. The Report on CSR activities as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed as Annexure - 5 and forms an integral part
of this Report. The CSR Policy may be accessed on the Companys website at
www.lambodharatextiles.com/Admin/web/images/ Document/01042021141200PM.pdf.
Detailed composition of the CSR Committee, number of meetings held during the year
under review and other related details are set out in the Corporate Governance Report
which forms a part of this Report.
The Company was required to spend Rs.30.89 lakhs on CSR activities during the Financial
Year 2022-23, being 2% of the average net profits of the three immediately preceding
financial years and the Company has spent Rs.31 lakhs during the current financial year.
ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS
On the advice of the Board of Directors, the Nomination and Remuneration Committee of
the Board of Directors of the Company formulated the criteria for evaluation of the
performance of the Board of Directors & its committees, Independent Directors,
Non-Independent Directors and the Executive Directors of the Board. Based on that
criteria, performance evaluation has been undertaken. The Independent Directors of the
Company have also convened a separate meeting for this purpose.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
Board of Directors have evaluated the Independent Directors appointed/ re-appointed
during the year 2022-23 and opined that the integrity, expertise and experience (including
proficiency) of the Independent Directors is satisfactory.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review, Mr.Akkalnaicker Veluchamy (DIN: 08499764), Independent
Director of the Company resigned with effect from 3rd May 2022 owing to his age. The Board
places on record its appreciation for the invaluable contributions made by him during his
tenure as Independent Director of the Company.
Re-appointment of Whole Time Director(s):
Mrs. Bosco Giulia
The Board of Directors had approved the re-appointment of Mrs. Bosco Giulia (DIN:
01898020) as the Whole-time Director of the Company for a further period of 3 years with
effect from 28th September, 2023 on the terms and conditions as set out in the Notice
convening the Annual General Meeting. Necessary resolution in this regard has been
included in the Agenda of the Notice for the approval of the Members.
Mr. Ramesh Shenoy Kalyanpur & Mr. Narayanasamy Balu
The Board of Directors had approved the re-appointment of Mr. Ramesh Shenoy Kalyanpur
(DIN: 06392237) and Mr. Narayanasamy Balu (DIN: 08173046) as the Whole-time Directors of
the Company for a further period of 3 years with effect from 11th July 2023 on the terms
and conditions as set out in the Notice convening the Annual General Meeting. Necessary
resolution
in this regard has been included in the Agenda of the Notice for the approval of the
Members. Continuation of directorship through postal ballot
Pursuant to Regulation 17(1 A) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (as amended), the members of the company, upon the
recommendation of Board of Directors, has approved to continue the Directorship of Mr.
Baba Chandrasekar Ramakrishnan (DIN:00125662) Non-Executive Non-Independent Director who
has attained the age of 75 years on 12th of July 2023 by way of special resolution passed
through postal ballot dated May 05, 2023.
Director liable to retirement by rotation:
Pursuant to the provisions of section 152 of the Companies Act, 2013, Mr. Baba
Chandrasekhar Ramakrishnan (DIN:00125662) Non-Executive Non-Independent Director is due to
retire by rotation at the ensuing Annual General Meeting and being eligible, offers
himself for re-appointment. The members are requested to consider his re-appointment
Key Managerial Personnel
Key Managerial Personnel of the Company as required pursuant to Section 2(51) and 203
of the Companies Act, 2013 are Mrs.Bosco Giulia and Mr.Narayanasamy Balu, Whole-time
Directors, Mr.Ramesh Shenoy Kalyanpur, Whole-time Director-cum-Chief Financial Officer and
Mrs. Priyadarshini.V., Company Secretary.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
FIXED DEPOSITS
The Company has not accepted any deposit within the meaning of Chapter V of the
Companies Act, 2013 and the Rules framed there under and there are no outstanding fixed
deposit from the public as on 31st March 2023.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE
There are no significant and material order passed by the regulators or courts or
tribunals impacting the going concern status and companys operation in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has adequate internal control systems to monitor business processes,
financial reporting and compliance with applicable regulations. The systems are
periodically reviewed for identification of control deficiencies and formulation of time
bound action plans to improve efficiency at all the levels. The Audit committee of the
Board constantly reviews internal control
systems and their adequacy, significant risk areas, observations made by the internal
auditors on control mechanism and the operations of the Company and recommendations made
for corrective action through the internal audit reports. The committee reviews the
statutory auditors report, key issues, significant processes and accounting policies.
The Directors 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.
AUDITORS
STATUTORY AUDITORS
M/s. Mohan & Venkataraman, (FRN 007321S) Chartered Accountants, Coimbatore were
appointed as the statutory auditors of the company for a period of five years at the 28th
Annual General Meeting of the company held on 08th September 2022. The company has
received a certificate from M/s. Mohan & Venkataraman, Chartered Accountants,
Coimbatore, confirming that they are not disqualified from continuing as statutory
auditors of the company.
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 M/s. MDS & Associates LLP, Company Secretaries, to undertake the secretarial
audit of the Company. The report of the secretarial auditor is annexed herewith as
Annexure - 2.
COST AUDITORS:
The Board of Directors on the recommendation of the Audit Committee, has appointed
M/s.C.S.Hanumantha Rao & Co., Cost Accountants (Firm Regn. No.000216) as the Cost
Auditors of the Company for the financial year 2023-2024. Pursuant to section 148 read
with Rule 14 of the Companies (Accounts) Rules, 2014, the remuneration payable for the
year 202324 to the Cost Auditors of the Company is subject to ratification by the
shareholders at the ensuing Annual General Meeting. The Board recommends their
remuneration for members ratification.
The Cost Audit Report for the financial year 2022-23 will be filed with the Central
Government within the period stipulated under the Companies Act, 2013.
MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT,
2013
Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with
Companies (Cost Records and Audit) Rules, 2014, the Company was required to maintain cost
records. Accordingly, the company has duly made and maintained the cost records as
mandated by the Central Government.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR
No applications have been made and no proceedings are pending against the Company under
the Insolvency and Bankruptcy Code, 2016.
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.
The disclosure under this clause is not applicable as the Company has not undertaken
any onetime settlement with the banks or financial institutions.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The requisite details relating to ratio of remuneration, percentage increase in
remuneration etc. as stipulated under Section 197(12) and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure
- 6 to this Report.
The disclosure referred to the Rule 5(2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 does not apply to the Company as there were no employees
who are in receipt of remuneration in the aggregate at the rate of not less than
Rs.1,02,00,000/- if employed throughout the year or Rs.8,50,000/- per month if employed
for part of the year.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013.
The Company has in place a policy against Sexual Harassment at work place in line with
requirements of the Sexual Harassment Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Internal Complaint Committee has been setup to redress complaints
received regularly. There was no compliant received from any employee during the financial
year 2022-23, not any complaint remains outstanding for redressal as on 31st March 2023.
CORPORATE GOVERNANCE
A report on corporate governance is annexed to and forms part of this report. The
Company has complied with the conditions relating to corporate governance as stipulated in
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE
The Management Discussion and Analysis Report and the Report on Corporate Governance,
as required under regulation 34 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual
Report.
AUDIT COMMITTEE
The Company has constituted an Audit Committee in accordance with the provisions of
Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and
Disclosure
Requirements) Regulations, 2015. Kindly refer to the Section on Corporate Governance,
under the head, ‘Audit Committee for matters relating to the composition, meetings,
and functions of the Committee. The Board has accepted the Audit Committees
recommendations during the year wherever required and hence no disclosure is required
under Section 177(8) of The Companies Act, 2013 with respect to rejection of any
recommendations of Audit Committee by Board.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has a Whistle Blower policy to deal with unethical or improper practice or
violation of Companys Code of Business Conduct or any complaints regarding accounting,
auditing, internal controls or disclosure practices of the Company. The Policy gives a
platform to the Whistle Blower to report the complaints on the above-mentioned practices
to the Chairman of the Audit Committee. Although the complainant is not expected to prove
the truth of an allegation, the complainant aims to demonstrate that there are sufficient
grounds for concern and that it is not done as a malicious act against an individual. The
Audit Committee of the Board reviews the Complaints received, redressed, objected,
withdrawn and dismissed for, every quarter in their meeting. During the year, there were
no complaints under this policy. The Whistle Blower policy is available on the website of
the Company at the following address www.lambodharatextiles.
com/Admin/web/images/Document/12042022171331PM.pdf
LISTING OF SHARES
Equity shares of the Company was continued to be listed on National Stock Exchange of
India Limited (NSE).
ACKNOWLEDGEMENTS:
The Board of Directors express their appreciation for the contribution made by the
employees, customers and bankers for the support extended by them during the year under
review.
|
For and on behalf of the Board |
|
Lambodhara Textiles Limited |
|
Meenakshi Sundaram Rajkumar |
Place : Coimbatore |
Chariman |
Date : 11.08.2023 |
(DIN:06935422) |
+91-9892691696
