To,
The Members,
Lakhotia Polyesters (India) Limited
Nasik
Your directors are pleased to present the 18th Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended March 31, 2023.
1. FINANCIAL RESULTS
The Boards Report shall be prepared based on the standalone financial statements of
the Company.
|
|
(Rs. in Lakhs) |
| Particulars |
FINANCIAL YEAR |
|
2023-23 |
2022-22 |
| Total Income |
1515.83 |
2090.52 |
| Less: Expenditure |
1635.41 |
2073.12 |
| Profit Before Finance Cost, Depreciation & Tax |
(119.58) |
17.40 |
| Less: Finance Cost |
50.54 |
53.59 |
| Less: Depreciation |
9.59 |
12.49 |
| Net Profit/(Loss) Before Tax & Extraordinary Item |
(179.71) |
(48.67) |
| Less: Extraordinary Item |
- |
- |
| Less: Tax Expense |
(11.93) |
(2.26) |
| Net Profit/(Loss) After Tax |
(191.64) |
(46.41) |
2. RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS
During the financial year ended on March 31, 2023, there was gross revenue of Rs.
1515.83 Lakhs as against Rs. 2090.52 lakhs in the Financial Year 2021-22. Your Company has
incurred the losses of Rs. 191.64 Lakhs during the year under review as against Rs. 46.41
Lakhs in Financial Year 2021-22.
3. CHANGES IN THE NATURE OF BUSINESS, IF ANY
During the year the Company is in the business of manufacturing of Yarns, Packaging
Films, Printing Films, Chemicals and many more to come. There is no change in nature of
the business of the Company. The Company has its registered office at Nashik.
4. DIVIDENDS AND RESERVES
In view of losses incurred during the year under review, your Directors are of the
opinion that no dividend be declared for the year under review.
The Company does not propose to transfer any amount to reserves.
5. SHARE CAPITAL
The authorised share capital of the Company is Rs.10,50,00,000 (Rupees Ten Crores and
Fifty Lakhs only) comprising 1,05,00,000 equity shares of face value of Rs. 10/- each.
The paid-up equity share capital as at March 31, 2022 stood at Rs.10,47,39,880/-
(Rupees Ten Crores Forty-Seven Lacs Thirty-Nine Thousand and Eight Hundred and Eighty
Only).
There is no change in the share capital of the Company during the financial year ended
on March 31, 2023.
The Company has not issued any equity shares with or without differential rights during
the year under review and hence no information as per provisions of Rule 4(4) of the
Companies (Share Capital and Debenture) Rules, 2014 is furnished.
The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.
There are no shares held by trustees for the benefit of employees and hence no
disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014
has been furnished
6. PUBLIC DEPOSITS
The Company has neither invited nor accepted any public deposits during the period
under review. No such deposits were outstanding at the beginning or end of the financial
year.
7. SUBSIDIARY AND ASSOCIATE COMPANIES
As on March 31, 2023, Company does not have any subsidiary or associate or joint
venture company.
8. CONSOLIDATED FINANCIAL STATEMENT
The Company is not required to consolidate its financial statements in terms of
provisions of Companies Act, 2013 and rules thereunder.
9. CORPORATE GOVERNANCE
In compliance with Regulation 34 of the Listing Regulations, a separate report on
Corporate Governance along with a certificate from the Secretarial Auditors on its
compliance, forms an integral part of this Report.
10. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for
the financial year ended on March 31, 2023 is available on the website of the Company at
www.lakhotiapoly.in under Investor Information tab.
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its
knowledge and ability, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures;
b) they 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 loss of
the Company for that period;
c) they 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) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Pursuant to the provisions of Section 149 of the Act, the independent directors have
submitted declarations that each of them meets the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of
the SEBI Listing Regulations. There has been no change in the circumstances affecting
their status as Independent Directors of the Company. As on March 31, 2023, Mr. Nikunj
Bihani, Mr. Vashishtha Mohan Pandiya and Mr. Kanhaiya Lal Sharma are Independent Directors
of the Company. Based on the confirmations received from Directors, none of the Directors
are disqualified from appointment under Section 164 of the Companies Act 2013.
b) The policy on Directors appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of Director, and also
remuneration for Key Managerial Personnel and other employees, forms part of the Corporate
Governance Report of this Annual Report.
c) Mrs Jayshri Lakhotiya redesignated as Chairman and Executive director with effect
from October 07,2022.
d) Mrs. Jayshri Lakhotiya retires by rotation at the ensuing 18th Annual General
Meeting and being eligible, offers herself for re-appointment. A resolution seeking
shareholders approval for her re-appointment forms part of the Notice of the 18th Annual
General Meeting.
e) During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission, if any and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Board / Committee of the Company.
f) During the year under review Mr. Sri Gopal Mundra has resigned from the Board with
effect from October 07, 2022.
g) During the year under review, Ms Kajal Dubey and Ms Priyanka Shravan Bihani were
appointed as an Additional Director with effect from October 07, 2022 and resigned on
December 01, 2022.
h) During the year under review ,Mr. Nikunj Shrawan Bihani and Mr Kanhaiya Lal Sharma
were appointed as Additional Director in the category of Non-Executive, Non Independent
Director with effect December 16,2022 and approved by the Members in the Extra-Ordinary
General Meeting held on February 24, 2023
13. MEETINGS
A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared
and circulated in advance to the Directors of your Company. During the Financial Year
2022-2023, the Board of Directors of the Company met Six times on 26-05-2022, 05-08-2022,
07-10-2022, 09-11-2022, 16-12-2022 and 21-01-2023. The details of these Meetings are
provided in the Corporate Governance Section of the Annual Report. The maximum time gap
between any two consecutive Meetings did not exceed one hundred and twenty days.
14. BOARD COMMITTEES
The Board had constituted/re-constituted various Committees in compliance with the
provisions of the Act and the SEBI Listing Regulations viz. Audit Committee, Nomination
and Remuneration Committee, Stakeholders Relationship Committee.
All decisions pertaining to the constitution of Committees, appointment of Members and
fixing of terms of reference/role of the Committees are taken by the Board
The details of the role and composition of these Committees, including the number of
Meetings held during the financial year and attendance at these Meetings are provided in
the Corporate Governance Section of the Annual Report.
15. BOARD EVALUATION. INDUCTION AND TRAINING OF BOARD MEMBERS
Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the
Board has carried out an Annual Evaluation of its own performance, performance of the
Independent Directors and the working of its committees based on the evaluation criteria
specified by Nomination and Remuneration Committee for performance evaluation process of
the Board, its Committees and Directors.
The Boards functioning was evaluated on various aspects, including, inter-alia, the
structure of the Board, Meetings of the Board, functions of the Board, degree of
fulfilment of key responsibilities, establishment, and delineation of responsibilities to
various Committees and effectiveness of Board processes, information and functioning.
The Committees of the Board were assessed on the degree of fulfilment of key
responsibilities, adequacy of Committee composition and effectiveness of Meetings. The
Directors were evaluated on aspects such as attendance, contribution at Board/ Committee
Meetings and guidance/support to the management outside Board/Committee Meetings.
As mentioned earlier, the performance assessment of Non-Independent Directors, Board as
a whole and the Chairman were evaluated in a separate Meeting of Independent Directors.
The same was also discussed in the Board Meeting. Performance evaluation of Independent
Directors was done by the entire Board, excluding the Independent Director being
evaluated.
16. CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT PERSONNEL
The Nomination and Remuneration Committee has laid down well-defined criteria, in the
Nomination and Remuneration Policy, for selection of candidates for appointment as
Directors, Key Managerial Personnel and Senior Management Personnel.
The said Policy is available on the Companys website and can be accessed by weblink
www.lakhotiapoly.in.
17. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS
In compliance with the requirements of the SEBI Listing Regulations, the Company has
put in place a familiarization program for Independent Directors to familiarize them with
their role, rights and responsibility as Directors, the operations of the Company,
business overview etc.
The details of the familiarization program are explained in the Corporate Governance
Report and the same is also available on the website of the Company and can be accessed by
weblink www.lakhotiapoly.in.
18. INDEPENDENT DIRECTORS MEETING
In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations,
Independent Directors of the Company are required to hold at least one meeting in a
financial year without the attendance of Non-Independent Directors and Members of
Management.
During the year under review, Independent Directors met separately on February 13,
2023, inter-alia, for
• Evaluation of performance of Non-Independent Directors and the Board of
Directors of the Company as a whole.
• Evaluation of performance of the Chairman of the Company, taking into views of
Executive and Non-Executive Directors; and
• Evaluation of the quality, content, and timelines of flow of information between
the Management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.
19. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY. EXPERTISE. AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
The Company has received declaration from the Independent Directors that they meet the
criteria of independence as prescribed under Section 149 of the Act and Regulation 16
(1)(b) read with Regulation 25(8) of the SEBI Listing Regulations. In the opinion of the
Board, they fulfil the condition for appointment/re-appointment as Independent Directors
on the Board and possess the attributes of integrity, expertise and experience as required
to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 (if any) are given in the notes to the Financial Statements
21. WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The Policy
provides for adequate safeguards against victimization of employees who avail of the
mechanism and provides for direct access to the Chairman of the Audit Committee. It is
affirmed that no person has been denied access to the Audit Committee.
The said Policy is available on the Company website and can be accessed at
www.lakhotiapoly.in
22. REMUNERATION AND NOMINATION POLICY
The Nomination and Remuneration Committee has laid down the framework for remuneration
of Directors, Key Managerial Personnel and Senior Management Personnel in the Nomination
and Remuneration Policy recommended by it and approved by the Board of Directors. The
Policy, inter-alia, defines Key Managerial Personnel and Senior Management Personnel of
the Company and prescribes the role of the Nomination and Remuneration Committee. The
Policy lays down the criteria for identification, appointment and retirement of Directors
and Senior Management. The Policy broadly lays down the framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The
Policy also provides for the criteria for determining qualifications, positive attributes
and independence of Director and lays down the framework on Board diversity.
The said Policy is available on the Companys website and can be at www.lakhotiapoly.in
23. RELATED PARTY TRANSACTIONS
The Company has developed a related party transactions framework through standard
operating procedures for the purpose of identification and monitoring of transactions with
the related parties.
The policy on related party transactions as approved by the Board of Directors has been
uploaded on the website of the Company. None of the Directors has any pecuniary
relationship or transactions vis-a-vis the Company.
The Company has not entered into any material related party transactions, which needs
given in form AOC-2 in terms of the provision of section 188(1) including certain arms
length transactions.
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that would
impact the going concern status of the Company and its future operations.
25. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies
(Audit and Auditors) Rules, 2014, M/s Sharp Aarth & Co. LLP, Chartered Accountants,
(Firm Registration No. 132748W/W100823) was appointed as the Statutory Auditors of the
Company to hold office from the conclusion of 17th AGM till the conclusion of 22nd AGM of
the Company.
The Auditors Report is unmodified i.e., it does not contain any qualification,
reservation or adverse remark
26. DETAILS OF FRAUD REPORTED BY AUDITOR
There were no frauds reported by the Statutory Auditors under provisions of Section
143(12) of the Companies Act, 2013 and rules made thereunder.
27. COST AUDIT AND COST RECORDS
Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014 are not applicable to the Company during the financial year
under review.
28. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made
thereunder, the Company has appointed R M Mimani & Associates LLP, Company Secretaries
to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed
herewith as "Annexure - 1" and forms an integral part of this report.
The Secretarial Auditors observations are self-explanatory.
29. SECRETARIAL STANDARDS
The Company has complied with the applicable 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 and approved by the Central Government under
Section 118(10) of the Companies Act, 2013.
30. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)
Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund Rules), 2016 (the IEPF Rules), during
the year under review, no amount of Unclaimed dividend and corresponding equity shares
were due to be transferred to IEPF account.
31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate system of internal control to ensure that the resources are
used efficiently and effectively so that:
• assets are safeguarded and protected against loss from unauthorized use or
disposition.
• all significant transactions are authorized, recorded and reported correctly.
• financial and other data are reliable for preparing financial information.
• other data are appropriate for maintaining accountability of assets.
The internal control is supplemented by an extensive internal audits programme, review
by management along with documented policies, guidelines and procedures.
As per Section 138 of the Companies Act, 2013, the Company has appointed Mr. V B Rath.,
Chartered Accountants., as an internal auditor for the year 2023-24 to conduct the
internal audit and to ensure adequacy of the Internal controls, adherence to Companys
policies and ensure statutory and other compliance through periodical checks and internal
audit.
32. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Company has in place adequate internal financial controls commensurate with the
size, scale and complexity of its operations. The Company has policies and procedures in
place for ensuring proper and efficient conduct of its business, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness
of the accounting records and the timely preparation of reliable financial information.
The Company has adopted accounting policies, which are in line with the Accounting
Standards and the Act.
33. RISK MANAGEMENT
During the financial year under review, the Company has identified and evaluates
elements of business risk. Consequently, a Business Risk Management framework is in place.
The risk management framework defines the risk management approach of the Company and
includes periodic review of such risks and also documentation, mitigating controls and
reporting mechanism of such risks. The framework has different risk models which help in
identifying risks trend, exposure and potential impact analysis at a Company level as also
separately for business.
34. PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has always believed in providing a conducive work environment devoid of
discrimination and harassment including sexual harassment. The Company has a well
formulated Policy on Prevention and Redressal of Sexual Harassment. The objective of the
Policy is to prohibit, prevent and address issues of sexual harassment at the workplace.
This Policy has striven to prescribe a code of conduct for the employees and all employees
have access to the Policy document and are required to strictly abide by it. The Policy
covers all employees, irrespective of their nature of employment and is also applicable in
respect of all allegations of sexual harassment made by an outsider against an employee.
The Company has duly constituted an Internal Complaints Committee in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules thereunder. During the year 2022-23, no case of Sexual
Harassment was reported.
35. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate
Social Responsibility Policy) Rules, 2014 are not applicable to the Company during the
year under review.
36. ENVIRONMENT AND SAFETY
Your Company is committed to ensure sound Safety, Health and Environmental (SHE)
performance related to its activities, products and services. Your Company is taking
continuous steps to develop Safer Process Technologies and Unit Operations and has been
investing heavily in areas such as Process Automation for increased safety and reduction
of human error element.
The Company is committed to continuously take further steps to provide a safe and
healthy environment.
37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo pursuant to Section 134(3) (m) of the Companies Act, 2013, read with
the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company
during the financial year under review.
38. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
The information required under section 197 of the Companies Act, 2013 read with Rule 5
(1), (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company are given in Annexure - 2 and 3 to this
report.
39. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year 22-23 as stipulated under SEBI
(LODR), Regulations, 2015 has annexed as Annexure -4 of this Report.
40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not
applicable to your Company for the financial year under review.
41. CAUTIONARY STATEMENT
Statements in this Report, Management Discussion and Analysis, Corporate Governance,
notice to the Shareholders or elsewhere in this Annual Report, describing the Companys
objectives, projections, estimates and expectations may constitute forward looking
statement within the meaning of applicable laws and regulations. Actual results might
differ materially from those either expressed or implied in the statement depending on the
Market conditions and circumstances.
42. DISCLOSURE OF AGREEMENTS
Disclosure as required under para-F of Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, are not applicable to the Company during the
financial year.
43. STATEMENT PURSUANT TO SEBI LISTING REGULATIONS
The Companys shares are listed with BSE Ltd. Your Company has paid the respective
annual listing fees and there are no arrears.
44. ACKNOWLEDGEMENT AND APPRECIATION
Your directors would like to acknowledge and place on record their sincere appreciation
to all Stakeholders, Clients, Financial Institutions, Banks, Central and State
Governments, the Companys valued Investors and all other Business Partners, for their
continued co-operation and support extended during the year.
Your Directors recognize and appreciate the efforts and hard work of all the employees
of the Company and their continued contribution to promote its development.
|
By Order of the Board of Directors of |
|
Lakhotia Polyesters (India) Limited |
|
Jayshri Lakhotiya |
Madhusudan Lakhotiya |
|
Director |
Managing Director |
|
DIN: 05357609 |
DIN:00104576 |
| Place: Nashik |
|
|
| Dated: August 09, 2023 |
|
|
| Registered office |
|
|
| 158/159 Samartha Sahkariaudyogik |
|
|
| Vasahat Ltd, Pimpal - Gaon (Baswant) |
|
|
| Tal Niphad Dist. Nashik - 422209 |
|
|
+91-9892691696
