To,
The Members,
LATTEYS INDUSTRIES LIMITED
Dear Members,
Your Directors are pleased to present this Tenth (10th)
Annual Report of your company along with Audited Financial Statements for the Financial
Year ended on March 31, 2023.
FINANCIAL HIGHLIGHTS: (In Lakhs)
| Particulars |
2022-23 |
2021-22 |
| Turnover |
5247.94 |
4085.18 |
| Other Income |
117.66 |
46.55 |
| Total Income |
5365.60 |
4141.86 |
| Finance Cost |
121.12 |
108.36 |
| Depreciation and amortization expenses |
105.95 |
81.48 |
| Profit Before Tax |
182.17 |
140.98 |
| Tax Expenses: |
|
|
| Current Tax |
57.00 |
42.23 |
| Deferred Tax |
8.32 |
3.04 |
| Profit after Tax |
130.84 |
103.48 |
COMPANYS PERFORMANCE REVIEW:
During the under review, the performance of the Company is
Satisfactory. The Total Turnover during the year under review has increased by 28% and
Total profit before tax is increased by 29%.
During the Financial Year ended March 31, 2023, the Companys
total Revenue from operations was Rs. 5247.94 Lakhs /- as against Rs.. 4085.18
Lakhs/- in the corresponding previous Financial Year ended March 31, 2022.
The Profit after tax (PAT) for the Financial Year ended March 31, 2023
is 130.84/- Lakhs as against Profit of Rs. 103.48/- Lakhs in the
corresponding previous Financial Year ended March 31, 2022.
Your Company is focusing on the strategic pillars of cost efficiency
programs, innovation, brand building and distribution in order to sustain growth and
profitability. During the challenging times, the Company maintained its liquidity position
by minimizing cash outfows. The company plans to grow its national and international
footprint in the coming years. The company has continued its effort to deliver a quality
product and service to the customers, which helps maintain the leadership position in the
market.
MIGRATION TO MAIN BOARD
During the year under review, the Company had sought approval of
members via Postal Ballot for migration of Equity Shares of the Company from SME Portal
(Emerge) of National Stock Exchange of India Ltd (NSE) to Main Board of NSE, pursuant to
provisions of Regulation 277 of Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018. The members had given their approval by
passing a Special Resolution through Postal Ballot which concluded on Friday, December
02,2022. On receipt of members approval and on completion of requisite formalities with
NSE, the equity shares of the Company are successfully listed/admitted on the Main Board
of NSE with effect from 23rd May, 2023.
SUBSIDIARY & ASSOCIATES
Company has invested 51% of Share Capital of Latteys Electrical Private
Limited which is engaged in the business of manufacturing of Electric Vehicles Charging
Statiuons, Electric Garbage Van and LED etc. Its a Subsidiary Company of Latteys
Industries Limited which was incorporated on 13th March 2023, however Company
has not filled for commencement of business during the Year 2022-23. Capital was
subscribed in the month of May 2023 therefore there was no financial impact for the year
2022-23.
DIVIDEND
With a view to conserve the available resources, it has been proposed
by the Board of Directors not to declare any Dividend for the financial year 2022-23.
RESERVES
The Company has Opening balance of Rs. 1093.21/- Lakhs as Reserve and
Surplus as on April 01, 2022.
As Company has issued Bonus Shares to its Shareholders from reserve
& surplus. An amount of Rs 642.93 lakhs has been transferred from Security Premium
reserve and amounting of Rs 47.02 Lakhs from free reserves. Total amount of Rs 689.95
Lakhs has been capitalized into equity.
The Closing Balance of Reserve and Surplus is bifurcated as follows:
| Particulars |
Amount |
| 1 Surplus in Statement of Profit & Loss |
534.09 |
| TOTAL IN LAKHS |
534.09 |
CHANGES IN NATURE OF THE BUSINESS, IF ANY
The Company Continued to carry Business of Manufacture of submersible
pumps and Motors however Company has expanded Main Object with the approval of
Shareholders on dated 30.03.2023 with Solar Pumps & Motors, LED lights and any other
ancillary items.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE
COMPANY
There are no material changes and commitments affecting the financial
position of the Company, subsequent to close of Financial Year 2022-23 till the date of
this Report.
SHARE CAPITAL
The Authorised Share Capital of the company was 5,00,00,000 (divided
into 50,00,000 Equity Shares of Rs. 10/-each). Paid UP & Subscribed Capital of the
Company was 4,59,96,660 (divided into 45,99,666 Equity Shares of Rs. 10/-each) as on
01.04.2022.
The Company has increase Authorised Share Capital from 5,00,00,000
(divided into 50,00,000 Equity Shares of Rs. 10/-each) to 11,50,00,000 (divided into
1,15,00,000 Equity Shares of Rs. 10/-each) on 20.09.2022 with the approval of
Shareholders. Therefore, Company has capitalized its profit into Shares and issued Bonus
Shares to its shareholders on the basis of three (3) bonus shares for every two (2) equity
shares held on the entitlement date. The Bonus was subsequently approved by the
shareholders via an Annual General Meeting in 2022. Bonus Shares was credited to
shareholder account on 22nd October 2022.
Subsequently On 11.02.2023, the Company has split the face value of
equity share from Rs. 10/- to Rs. 2/- per equity share with the approval of shareholders
(Approval was taken on 02.01.2023) After consideration of the split of the face value of
Equity Shares, Authorized Share Capital is 11,50,00,000 (divided into 5,75,00,000 equity
shares Rs. 2/- each) and paid-up share capital of the company is 11,49,91,650 (divided
into 5,74,95,825 Rs. 2/- each).During the year under review, there is no change in the
Authorized, Issued, Subscribed and Paid-up Share Capital of the Company.
As at March 31, 2023, the Authorized Share Capital of the Company is
Rs.11,50,00,000/- divided into 5,75,00,000/- equity shares of Rs. 2/- each.
DEPOSITS
During the year under review, the Company has not accepted or renewed
any deposits from public falling within the purview of provisions of Section 73 and 76 of
the Companies Act, 2013 ("the Act") and Rules framed thereunder.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
Details of loans and guarantees given and investments made during the
Financial Year 2022-23, under the provisions of Section 186 of the Companies Act, 2013,
read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the
notes to Financial Statements, which forms an integral part of this Report.
RELATED PARTY TRANSACATION
Details of the same is incorporated in Annexure- C- AOC-2-Related Party
Transacation.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of your Company is duly constituted in accordance with the
requirements of the Companies Act, 2013 read with the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.
Pursuant to the provisions of Section 152 of the Companies Act, 2013,
read with Article 96 of the Articles of Association of the Company, Mr Kapoor Chand Garg
(DIN 00434621) is liable to retire by rotation at the ensuing Annual General Meeting of
the Company and, being eligible, offers herself for re-appointment. The Board recommends
his re-appointment.
The details of Mr Kapoor Chand Garg, as required under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Secretarial
Standard - 2 of General Meeting are contained in the accompanying Notice calling Tenth
(10th) Annual General Meeting of the Company, which forms an integral part of this Report.
I. The Directors and Key Managerial personnel of the Company as on 31st
March, 2023 are as below:
| N. |
Name |
Designation |
DIN/PAN |
| 1 |
KAPOOR CHAND GARG |
Managing Director |
00434621 |
| 2 |
PAWAN GARG |
Whole time Director |
00434836 |
| 3 |
SAROJ GARG |
Non-Executive Director |
03564480 |
| 4 |
SACHIN GUPTA |
Independent Director |
03637291 |
| 5 |
AASHISHKUMARGUPTA |
Independent Director |
01472111 |
| 6 |
PIYUSH PODDAR |
Independent Director |
09268033 |
| 7 |
SUMIT GOEL |
Chief Financial Officer |
AAEPG2734R |
| 8 |
SONIKA JAIN |
Company Secretary |
CCBPJ7796M |
During the current financial year 2022-2023 there is no changes in Key
Managerial Personnel.
DECALARTION BY INDEPENDEND DIRECTOR
The Company has received declarations from all the Independent
Directors, confirming that they meet the criteria of independence as provided in
sub-section (6) of Section 149 of the Companies Act, 2013 and Rule 5 of the Companies
(Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In terms of Regulation 25(8) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that
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.
In terms of Rule 6(3) of Companies (Appointment and Qualification of
Directors) Rules, 2014, the Independent Directors have confirmed that they are in
compliance with sub-rule (1) and (2) of Rule 6 of Companies (Appointment and Qualification
of Directors) Rules, 2014.
STATEMENT OF BOARD OF DIRECTORS
The Board of Directors of the Company are of the opinion that all the
Independent Directors of the Company possesses the attributes of integrity, expertise and
experience required to best serve the interest of the Company.
DIRECTOR RESPONSIBILITY STATEMENT
Your Directors, to the best of their knowledge and belief and according
to the information and explanations obtained by them and pursuant to the provisions of
Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, hereby state and
confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures; (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 and loss of the company (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; and (e) The directors had laid down
internal financial controls to be followed by the company and that such internal financial
controls are 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.
ANNUAL EVULATION BY THE BOARD
In view of the provisions of the Companies Act, 2013 and considering
the Guidance Note dated 5th January,
2017, issued by the Securities and Exchange Board of India
("SEBI"), the Nomination & Remuneration
Committee of the Board had laid down comprehensive framework including
the criteria for evaluation of performance of the Board as a whole and various committees
of the Board and individual Directors, including Independent Directors.
Based on the above mentioned comprehensive framework, the Board of
Directors of the Company had carried out Annual Evaluation of the performance of the Board
as a whole, the Directors individually and also the working of its Audit Committee,
Nomination & Remuneration Committee, Stakeholder Relationship Committee and Risk
Management Committee.
On collation of all the responses, feedback was provided by Chairman of
the Board to the Board of Directors and each member of the Board. The Board noted the
evaluation results that were collated and presented to the Board. The Directors expressed
their satisfaction with the evaluation process.
BOARD AND COMMITTEE MEETINGS:
MEETING OF THE BOARD OF DIRECTORS
There are 11(Eleven) Meetings of the Board as on 31.03.2023.
During the year under review the Board of Directors met (Thirteen)
times (viz., 14.04.2022, 30.04.2022, 12.05.2022, 23.05.2022, 30.05.2022, 01.07.2022,
22.08.2022, 13.10.2022, 22.10.2022, 14.11.2022, 31.12.2022, 16.02.2023, 07.03.2023) during
the year 2022-23.The interval between the two meetings was well within the maximum period
mentioned under Section 173 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing
Obligation and Disclosure Requirement) Regulations, 2015. Details of the Meetings are as
under:-
| no |
Name of the Director |
No. of Board Meeting |
|
|
Held |
Attended |
| 1 |
KAPOOR CHAND GARG - |
13 |
13 |
|
MANAGING DIRECTOR |
|
|
| 2 |
PAWAN GARG-WHOLE TIME |
13 |
12 |
|
DIRECTOR |
|
|
| 3 |
SAROJ GARG-NON EXECUTIVE |
13 |
13 |
|
NON INDEPENDENT DIRECTOR |
|
|
| 4 |
SACHIN GUPTA- INDEPENDENT |
13 |
09 |
|
DIRECTOR |
|
|
| 5 |
PIYUSH PODDAR-INDEPENDENT |
13 |
08 |
|
DIRECTOR |
|
|
| 6 |
ASHISH KUMAR GUPTA- |
13 |
07 |
|
INDEPENDENT DIRECTOR |
|
|
AUDIT COMMITTEE
Brief description and terms of reference
The Board of Directors had constituted Audit Committee in compliance
with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI
(LODR) Regulations, 2015, as amended from time to time. The Committee has adopted a
Charter for its functioning. The primary objective of the Committee is to monitor and
provide effective supervision of the Managements financial reporting process, to ensure
accurate and timely disclosures with the highest levels of transparency, integrity and
quality of financial reporting.
COMPOSITION OF AUDIT COMMITTEE AS ON 07TH SEPTEMBER, 2020
| S.N. |
Name of member |
Designation |
| 1. |
AASHISH KUMAR GUPTA |
Chairman & Independent Director |
| 2. |
SACHIN GUPTA |
Member & Independent Director |
| 3. |
SAROJ GARG |
Member & Non Executive Director |
Company has conducted 5(Five) Audit Committee Meeting during the year:
tr>
| Sr. |
Date of Meeting |
| No. |
|
| 1 |
30/05/2022 |
| 2 |
01/07/2022 |
| 3 |
22/08/2022 |
| 4 |
14/11/2022 |
| 5 |
28/02/2023 |
Mrs. Sonika Jain, Company Secretary acts as secretary to Committee.
NOMINATION AND REMUNERATION COMMITTEE
Brief description and terms of reference
The Board of Directors had constituted Nomination and Remuneration
Committee in compliance with the provisions of Section 178 of the Companies Act, 2013 and
Regulation 19 of SEBI (LODR) Regulations, 2015. This Committee identifies the persons, who
are qualified to become Directors of the Company / who may be appointed in senior
management in accordance with the criteria laid down, recommend to the Board their
appointment and removal and also carries out evaluation of every directors performance.
COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE 07TH
SEPTEMBER, 2020
| S.N. |
Name of member |
Designation |
| 1. |
AASHISH KUMAR GUPTA |
Chairman & Independent Director |
| 2. |
SACHIN GUPTA |
Member & Independent Director |
| 3. |
SAROJ GARG |
Member & Non Executive Director |
Mrs. Sonika Jain, Company Secretary acts as secretary to Committee.
There was 01 (One) meeting of the Nomination & Remuneration
Committee of the Board of Directors held during the Financial Year 2022-23 (i.e., on
07-03.2023)
STAKEHOLDERS RELATIONSHIP COMMITTEE
Brief description and Terms of Reference
Your Directors have constituted Stakeholders Relationship Committee in
compliance with the requirements of Section 178(5) of the Companies Act, 2013 and
Regulation 20 of the SEBI (LODR) Regulations, 2015.
COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE 07TH
SEPTEMBER, 2020
| S.N. |
Name of member |
Designation |
| 1. |
AASHISH KUMAR GUPTA |
Chairman & Independent Director |
| 2. |
SACHIN GUPTA |
Member & Independent Director |
| 3. |
SAROJ GARG |
Member & Non Executive Director |
Mrs. Sonika Jain, Company Secretary acts as secretary to Committee.
There was 01 (One) meeting of the Nomination & Remuneration
Committee of the Board of Directors held during the Financial Year 2022-23 (i.e., on
10.11.2022)
AUDITORS
I. Statutory Auditor
Pursuant to the provisions of Section 139, 142 and other applicable
provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, and pursuant to the recommendation of the Audit Committee, M/s.
K.N.GUTGUTIA & COMPANY, Chartered Accountants (Firm Registration no.304153E, were
appointed as Statutory Auditors at the 09th Annual General Meeting to hold the office for
a first term of five (05) consecutive years, from the conclusion of 09th Annual General
Meeting till the conclusion of 14th Annual General Meeting of the Company.
STATUTORY AUDITORS REPORT:
There are no audit qualifications, reservations or adverse remarks or
disclaimers, in the Auditors Report, as annexed elsewhere in this Annual Report. During
the year under review, the Statutory Auditors have not reported any instances of frauds
committed in the Company by its officer and employees under Section 143(12) of the
Companies Act, 2013.
II. Secretarial Auditor
As required under provisions of Section 204 of the Companies Act, 2013
and Rules framed thereunder, the Board has appointed the Secretarial Auditors of the
Company, M/s NAYAN P PITRODA, Practicing Company Secretaries, for conducting the
Secretarial Audit for the FY 2022-23.
SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the
Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s
.Nayan P Pitroda, Company Secretaries as Secretarial Auditor for the year ended 31st
March, 2023. The Secretarial Auditor has submitted its Report in Form No. MR-3 for the
Financial Year ended on 31st March, 2023 and the same as set out in "Annexure
1", forms an integral part of the Directors Report. There are no qualifications,
reservations or adverse remarks or disclaimers made in the Secretarial Audit Report.
Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor
of the Company for the Financial Year ended on March 31, 2023 is attached to the
Directors Report as Annexure- E. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
III. Internal Auditor
In accordance with the provisions of Section 138 of the Companies Act,
2013 and Rules framed thereunder, Board has appointed M/s. Bansal Harish & Co,
Chartered Accountants, Delhi to conduct the Internal Audit of the Company for the
Financial Year 2022-23.
IV DISCLOSURE AS TO WHETHER MAINTENANCE OF COST RECORDS
The Board of Director not appointed Cost Auditor owing to
non-applicability to appoint Cost Auditor in your Company specified the Central Government
under sub-section (1) of Section 148 of the Companies Act 2013, is required by the Company
and accordingly such accounts and records are made and maintain w.e.f. 01st
April 2022.
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 as stipulated under Section 134 of the Companies Act,
2013 read with the Companies (Accounts)
Rules, 2014, is set out herewith as "Annexure-A" to this
Report.
PARTICULARS OF EMPLOYEES
The Company has no employee, who is in receipt of remuneration of Rs
8,50,000/- per month or Rs 1,02,00,000/- per annum and hence the Company is not required
to give information under sub rule 2 and 3 of rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. Further the following details forming
part of Annexure-B to the Board Report.
Pursuant to Rule 5(2) of the Companies (Appointment and remuneration of
managerial personnel) Rules, 2014 statement containing the names and other particulars of
Top Ten employees in terms of remuneration drawn by them.
Disclosure Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
PARTICULARS OF CONTRACTS OR 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 arms length basis. During the year, the company had not entered into any
contract or arrangement or transactions with related parties which could be considered
‘material (i.e. transactions exceeding ten percent of the annual turnover as
per the last audited financial statements entered into individually or taken together with
previous transactions during the financial year) according to the policy of the Company on
materiality of Related Party Transactions. Accordingly, there are no transactions that are
required to be reported in form AOC-2. However, you may refer to Related Party
transactions, as per the Accounting Standards, in Note No. 28 of the Financial Statements.
Transaction entered as per section 188 of the Companies during the year
are detailed in Annexure C attached to this report and transaction with related parties,
as per requirement of accounting standard 18 are disclosed in the notes to accounts
annexed to the Financial Statement.
SEBI COMPLAINTS REDRESS SYSTEM (SCORES):
The investor complaints are processed in a centralized web based
complaints redress system. The salient features of this system are centralized database of
all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies
and online viewing by investors of actions taken on the complaint and its current status.
Your Company has been registered on SCORES and makes every effort to resolve all investor
complaints received through SCORES or otherwise within the statutory time limit from the
receipt of the complaint. The Company has not received any complaint on the SCORES during
financial year 2022-23.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per the requirement of Regulation 34 of the Securities Exchange
Board of India (Listing Obligation & Disclosure Requirement) Regulation 2015,
Management Discussion and Analysis of the financial condition and result of operation have
been provided separately in this Annual Report as Annexure-C
FORMAL ANNUAL EVALUATION PROCESS BY BOARD:
Pursuant to the provisions of the Companies Act, 2013 and rules made
thereunder, the Board has carried the evaluation of its own performance, performance of
Individual Directors, Board Committees including the chairman of the Board on the basis of
attendance, contribution of various criteria as recommended by the nomination and
remuneration committee of the Company.
The evaluation of the working of the Board, its committees, experience
and expertise, performance of specific duties and obligations etc. were carried out. The
Directors expressed their satisfaction with the evaluation process and outcome.
The performance of each of the Non Independent Directors (including the
chairman) was also evaluated by the Independent directors at the separate meeting held of
the Independent Directors of the Company.
EXTRACT OF THE ANNUAL RETURN
Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of 92
of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration)
Rules, 2014,, the Copy of the Annual Return of the Company for the Financial Year ended
March 31, 2023 is given in Form MGT-7, will uploaded on the website of the Company and can
be accessed through following link.
https://www.latteysindustries.com/files/MGT-7_2022-2023.pdf
CORPORATE GOVERNANCE
Since the Companys securities are listed on SME Emerge Platform
of National Stock Exchange (NSE) till March 2023, by virtue of Regulation 15 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, The compliance with
the corporate governance provisions as specified in regulations 17 to 27 and clause (b) to
(i) of sub-regulation (2) of regulation 46 and para C, D and E of schedule V are not
applicable to the Company. Hence Corporate Governance does not form part of this
Boards Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has its internal financial control systems commensurate
with the size and complexity of its operations, to ensure proper recording of financials
and monitoring of operational effectiveness and compliance of various regulatory and
statutory requirements. The management regularly monitors the safeguarding of its assets,
prevention and detection of frauds and errors, accuracy and completeness of the accounting
records including timely preparation of reliable financial information.
The internal auditor consults and reviews the effectiveness and
efficiency of the internal financial control systems and procedure to ensure that all the
assets are protected against loss and that the financial and operational information is
accurate and complete in all respects. Significant audit observations and corrective
actions thereon are presented to the Audit Committee of the Company.
RISK MANAGEMENT
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis. These are discussed at the meetings of the Audit Committee and the Board
of Directors of the Company.
There are no material changes and commitments affecting the financial
position of the Company between the end of the financial year and the date of this Report.
VIGIL MECHANISM
The Company has established a vigil mechanism, through a Whistle Blower
Policy, where Directors and employees can voice their genuine concerns or grievances about
any unethical or unacceptable business practice. A whistle-blowing mechanism not only
helps the Company in detection of fraud, but is also used as a corporate governance tool
leading to prevention and deterrence of misconduct.
It provides direct access to the employees of the Company to approach
the Compliance Officer or the Chairman of the Audit Committee, where necessary. The
Company ensures that genuine whistle blowers are accorded complete protection from any
kind of unfair treatment or victimization.
The said policy is also available on the website of the Company at
www.latteysindustries.com under the head investor section.
FRAUD REPORTING
There were no frauds disclosed during the Financial Year.
CODE OF CONDUCT
The Board has laid down a specific code of Conduct for all Board
Members and Senior Management of the Company. All the Board Members and Senior Management
Personnel have affirmed compliance with the Code on annual basis.
INSIDER TRADING
The Board has in consultation with the Stakeholders Relationship
Committee laid down the policy to regulate and monitor the Insider Trading in the Company.
The Committee regularly analyses the transactions and monitors them to prevent Insider
Trading. The Company has also adopted a Prohibition of Insider Trading Policy.
During the year under review, in compliance with the amendments to the
SEBI Insider Regulations, the Company adopted the following effective 1 April 2019:
Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information. Code of Conduct to Regulate, Monitor and Report Trading by
Designated Persons and their Immediate Relatives
The Policy was approved by the Board and same was uploaded on the
Companys website www.latteysindustries.com under the tab investors.
MEANS OF COMMUNICATION
The Board believes that effective communication of information is an
essential component of Corporate Governance. The Company regularly interacts with its
shareholders through multiple channels of communication such as Companys Website and
stipulated communications to Stock Exchange where the Companys shares are listed for
announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and
Companys Policies etc.
HUMAN RESOURCES
Your Company treats its "Human Resources" as one of its most
important assets. Your Company continuously invests in attraction, retention and
development of talent on ongoing basis. Numbers of programs that provide focused people
attention are currently underway. Your Company thrust is on the promotion of talent
internally through job rotation and job enlargement.
WEBSITE
The Company has a website addressed as
https://www.latteysindustries.com contains the basic information about the Company -
details of its Business, Financial Information, Shareholding Pattern, Contact Information
of the Designated Official of the Company who is responsible for assisting and handling
investors grievances and such other details as may be required under sub regulation (2) of
Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of
this website are periodically updated.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER
DETAILS
The Companys policy on Directors appointment including
criteria for determining qualifications, positive attributes and independence of a
Director as well as policy relating to Remuneration of Key Managerial Personnel and other
employees and other matters as provided in Section 178(3) of the Act, is uploaded on the
website and can be accessed through following link :
https://www.latteysindustries.com/files/Terms%20and%20Conditon%20of%20Independent%20Direc
tors.pdf
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In accordance with Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules framed thereunder, the Company has
formed an Internal Complaints Committee and also framed and adopted the policy for
Prevention of Sexual Harassment at Workplace.
The following is the summary of Sexual Harassment complaints received
and disposed of during the year 2022-23.
No. of Complaints Received: NIL No. of Complaints Disposed of: NIL
OTHER DISCLOSURES
There were no significant and material orders passed by Regulators /
Courts / Tribunals that would impact the going concern status of the Company and its
future operations.
SECRETARIAL STANDARDS :
The Company is in compliance with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central
Government under Section 118(10) of the Companies Act, 2013.
ACKNOWLEDGEMENT
Your Directors wish to express their gratitude to the Bankers,
Financial Institutions, Government Authorities, Customers, Vendors, Consultants, Advisors
and Members for their direct and indirect cooperation and look forward to their continued
support in the future.
Your Directors acknowledge the support and co-operation received from
employees and all those who have helped in day to day management of the Company.
FOR LATTEYS INDUSTRIES LIMITED
|
Sd/- |
|
KAPOOR CHAND GARG |
| PLACE: AHMEDABAD |
MANAGING DIRECTOR |
| DATE: 02nd SEPTEMBER 2023 |
DIN: 00434621 |
+91-9892691696
