TO THE MEMBERS,
Your Directors take pleasure in presenting the 12th Annual Report on the
business and operations of your Company together with the Audited Accounts for the
financial year ended 31st March 2023.
1. FINANCIAL PERFORMANCE/ STATE OF AFFAIRS:
During the financial year ended 31st March 2023, your company has recorded a
total revenue of Rs. 1526.55 lakhs against Rs. 2801.98 lakhs in the previous year,
representing a decrease of 45.52%. During the year, the company has incurred loss of Rs.
(472.548) lakhs as compared to profit of Rs. 22.59 lakhs in the previous year. Financial
performance of the Company for Financial Year 2022-23 is summarized below:
Particulars |
2022-23 |
2021-22 |
| Total Revenues |
1526.55 |
2801.98 |
| Expenses Before Depreciation & Amortization |
1860.42 |
2663.32 |
| Profit/ (Loss) Before Depreciation |
(333.87) |
138.66 |
| Less: Depreciation & Amortization |
110.04 |
90.65 |
| Profit/ (Loss) before Exceptional & Extraordinary items & tax |
(443.91) |
48.01 |
| Less: Exceptional items |
-- |
-- |
| Profit/ (Loss) before tax |
(443.91) |
48.01 |
| Less: Tax Expenses |
|
|
| - Current Tax |
-- |
-- |
| - Deferred Tax |
28.64 |
25.42 |
| - Income tax of earlier years |
-- |
-- |
| Net Profit/ (Loss) For The Year |
(472.55) |
22.59 |
| Amount Transferred to Reserves (if any) |
-- |
-- |
| Figures regrouped wherever necessary. |
|
|
2. DIVIDEND:
Keeping in mind the overall performance and outlook for your Company, your Board of
Directors does not declare dividends as the company is at growing stage and requires funds
for expansion. Your Directors are unable to recommend any dividend for the year ended 31st
March, 2023.
3. UNCLAIMED DIVIDEND:
There is no balance lying in unpaid equity dividend account.
4. SHARE CAPITAL:
As on 31/03/2023:
Authorized Share Capital:
60,00,000 Equity Shares of Rs. 10/- Each for Rs. 6,00,00,000/-
Issued, Subscribed and Fully Paid Up:
57,52,000 Equity Shares of Rs. 10/- Each for Rs. 5,75,20,000/-
There has been no change in the Equity Share Capital of the Company during the year.
5. MATERIAL CHANGES:
There have been no material changes and commitments, which affect the financial
position of the company which have occurred between the end of the financial year to which
the financial statements relate and the date of this Report.
6. TRANSFER TO RESERVES:
The Board of Directors of your company has decided not to transfer any amount to the
Reserves for the year under review.
7. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013 with
respect to Directors
Responsibility Statement, it is hereby confirmed that: a. In the preparation of the
annual accounts for the year ended March 31, 2023, the applicable Accounting
Standards have been followed and there are no material departures from the same;
b. The Directors have selected such Accounting Policies and applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the State of affairs of the Company as at March 31, 2023 and of the Profit
& Loss of the Company for that period;
c. the Directors have taken proper and sufficient care 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 Directors had prepared the annual accounts of the Company 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 have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
8. DECLARATION BY INDEPENDENT DIRECTOR:
All the independent directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in section 149(6) of the Companies Act, 2013
and Regulation 16 of the Listing Regulations 2015. The Independent Directors of your
Company have confirmed that they are not aware of any circumstance or situation, which
could impair or impact their ability to discharge duties with an objective independent
judgement and without any external influence. All the independent directors have cleared
their exam "Online Self-Assessment Test" with the Indian Institute of Corporate
Affairs at Manesar.
9. SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent
Directors of the company have complied with the code of Independent Director. Independent
Directors met separately on 07th March, 2023 to inter alia review the
performance of Non-Independent Directors (Including the Chairman), the entire Board and
the quality, quantity and timeliness of the flow of the information between the Management
and the Board.
10. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
The company has not given any loans or guarantees or made investments under section
186(4) of Companies Act, 2013.
11. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company does not have any Subsidiary, Joint Venture or Associate Company.
12. EXTRACT OF ANNUAL RETURN:
As per amended section 92(3) of Companies Act, 2013 attachment of extract of annual
return to Directors Report is discontinued. The Annual Return for FY 2022-23 is available
on Companys website at https://www.laxmipatiengineering.com.
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As per the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015, the Management Discussion and Analysis of the financial condition and
results of consolidated operations of the Company under review, is annexed and forms an
integral part of the Directors Report, is given in Annexure I.
14. NUMBER OF MEETING HELD DURING THE YEAR:
The Details of All meeting of Board of Directors and Committee meeting had taken place
during the year and their detailed composition along with their attendance forms the part
of Corporate Governance Report as given in Annexure II. The composition of the
Board and its committee is also available on the website of the company at
www.laxmipatiengineering.com.
The following Meetings of the Board of Directors were held during the
Financial Year 2022-23:
| Sr. No. |
Date of Meeting |
Board Strength |
No. of Directors |
|
|
|
Present |
| 1 |
28-05-2022 |
6 |
6 |
| 2 |
21-07-2022 |
6 |
6 |
| 3 |
12-11-2022 |
6 |
6 |
| 4 |
26-12-2022 |
6 |
6 |
| 5 |
16-01-2023 |
6 |
6 |
| 6 |
07-03-2023 |
6 |
6 |
15. CORPORATE GOVERNANCE:
As per the Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015 the Report of the Corporate Governance and the Certificate of the
Auditors of the Company in respect of compliance thereof are appended hereto and forming
part of this report; is given in Annexure II. The requisite certificate from the
Auditors of the Company confirming compliance with the conditions of Corporate Governance
is attached in the report on Corporate Governance.
16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
There was no employee drawing remuneration in excess of limits prescribed under section
197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosures
pertaining to remuneration as required under section 197(12) of the Companies Act, 2013
read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Amendment rules, 2016 are annexed in Annexure III.
17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
There was no significant material order passed by the regulators or courts or tribunals
impacting the going concern status and companys operation in nature.
18. STATEMENT ON RISK MANAGEMENT:
During the financial year under review a statement on risk management including
identification therein of elements of risk, if any, which in the opinion of the Board may
threaten the existence of the company as per the provisions of Section 134(3) (n) of
Companies Act, 2013; has been annexed in Annexure IV.
19. STATUTORY AUDITORS:
The Members at the 11th Annual General Meeting of the Company held on August
25, 2022, had appointed M/s. R P R & Co., Chartered Accountants (Firm Registration No.
131964W) as the Statutory Auditor of the Company to hold office for a term of five years
i.e., from the conclusion of the 11th Annual General Meeting until the
conclusion of the 16th Annual General Meeting.
20. SECRETARIAL AUDITOR:
The Board had appointed Mr. Ranjit Kejriwal, Practicing Company Secretary to conduct
Secretarial Audit for 5 Years from financial year 2019-20 to 2023-24.
The Secretarial Audit Report is annexed herewith in Annexure V. The secretarial
Auditors report is self-explanatory and as such they do not call for further
explanations.
21. INTERNAL AUDITOR:
The Board has appointed M/s V.M. Patel & Associates as Internal Auditor for 5 Years
from financial year 2019-20 to 2023-24.
22. COMMENTS ON AUDITORS REPORT:
The notes referred to in the Auditors Report are self-explanatory and as such they do
not call for any further explanation.
23. MAINTENANCE OF COST RECORDS:
The company is not required to maintain Cost Records as specified by Central Government
under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records
are not made and maintained.
24. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
Your Board endeavors that all contracts/ arrangements/transactions entered by the
Company during the financial year with related parties are in the ordinary course of
business and on an arms length basis only.
During the year under review the Company had not entered into transaction with related
parties which could be considered material in accordance with the policy of the Company on
materiality of related party transactions. The Policy on Related Party Transactions is
uploaded on the website of the company. The web link is
https://www.laxmipatiengineering.com.
Further all related party transactions entered into by the Company were in the ordinary
course of business and were on an arms length basis are attached herewith in Form No.
AOC-2 in Annexure VI.
25. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND
FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The requirements for disclosure in respect of Conservation of Energy, Technology
Absorption, in terms of Section 134(3) (m) of the Companies Act, 2013 read with the rule 8
of Companies (Accounts) Rules, 2014 are annexed herewith in Annexure VII.
26. CEO / CFO CERTIFICATION:
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the CFO has certified to the Board of Directors of the
Company with regard to the financial statements and other matters specified in the said
regulation for the financial year 2022-23. The certificate received from CFO is attached
herewith as per Annexure VIII.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)
Rules, 2014 are not applicable to the Company.
28. PUBLIC DEPOSIT:
The company has not accepted deposits from the public during the financial year under
review within the meaning of Section 73 of the Act of the Companies Act 2013, read with
Companies (Acceptance of Deposits) Rules, 2014.
Details of money received from Directors
Sr. No. |
Name of Directors |
O/s amount as on year end |
|
|
(In Lakh) |
| 1. |
Mr. Rakeshkumar Govindprasad |
454.50 |
|
Sarawagi |
|
29. BOARD EVALUATION:
The board of directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").
The performance of the board was evaluated by the board after seeking inputs from all
the directors on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the
individual director to the board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent
directors, performance of the board as a whole and performance of the chairman was
evaluated, taking into account the views of executive directors and non-executive
directors.
The same was discussed in the board meeting that followed the meeting of the
independent directors, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of independent directors
was done by the entire board, excluding the independent director being evaluated.
30. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of
Association of the Company, Mr. Rakeshkumar Govindprasad Sarawagi (DIN: 00005665),
Executive Director, retire by rotation and is being eligible has offered himself for
re-appointment at the ensuing Annual General Meeting.
Companys policy on directors appointment and remuneration is available in the web
link http://www.laxmipatiengineering.com.
Based on the confirmations received from Directors, none of the Directors are
disqualified from appointment under Section 164 of the Companies Act, 2013.
The List of board of Directors and Key Managerial Personnel (KMP) for the F.Y. 2022-23
is as follow:
Name of Director/KMP |
Category & Designation |
Date of Appointment |
Date of Resignation |
Date of Change in Designation during the Year |
| Sanjaykumar Govindprasad |
Executive |
07/02/2012 |
-- |
-- |
| Sarawagi |
Director/Chairman |
|
|
|
| Manojkumar G Sarawagi |
Executive Director |
07/02/2012 |
-- |
-- |
| Rakeshkumar |
Executive Director |
07/02/2012 |
-- |
-- |
| Govindprasad Sarawagi |
|
|
|
|
| Ruchita Amit Mittal |
Non-Executive |
29/09/2014 |
-- |
-- |
|
Independent Director |
|
|
|
| Pratibha Pankaj Gulgulia |
Non-Executive |
24/07/2015 |
-- |
-- |
|
Independent Director |
|
|
|
| Sheetal Ashok Tayal |
Non-Executive |
21/07/2022 |
-- |
-- |
|
Independent Director |
|
|
|
| Girish Umesh Srivastava |
Non-Executive |
06/05/2019 |
21/07/2022 |
|
|
Independent Director |
|
|
|
| Amit Khandelwal |
Manager |
24/07/2015 |
-- |
-- |
| Gaurav Rajesh |
Company Secretary |
12/11/2022 |
-- |
-- |
| Jhunjhunwala |
|
|
|
|
| Mustufa M Haji |
Chief Financial Officer |
30/09/2014 |
-- |
-- |
31. COMPOSITION OF BOARD AND ITS COMMITTEE
The details of the composition of the Board and its Committees thereof and detail of
the changes in their composition if any is given in Annexure II in the Corporate
Governance Report.
32. INTERNAL FINANCIAL CONTROL SYSTEM:
The Company has a well-placed, proper and adequate internal financial control system
which ensures that all the assets are safeguarded and protected and that the transactions
are authorized recorded and reported correctly. The internal audit covers a wide variety
of operational matters and ensures compliance with specific standard with regards to
availability and suitability of policies and procedures. During the year no reportable
material weakness in the design or operation were observed.
The internal auditors independently evaluate the adequacy of internal controls and
concurrently audit the majority of the transactions in value terms. Independence of the
audit and compliance is ensured by direct reporting of the internal auditor to the Audit
Committee of the Board.
33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Companies Act, 2013 re-emphasizes the need for an effective internal financial
control system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014
requires the information regarding adequacy of internal financial controls with reference
to the financial statements to be disclosed in the Boards Report.
The detailed report forms part of Independent Auditors Report.
34. WHISTLE BLOWER POLICY / VIGIL MECHANISM:
Your Company has established a mechanism called Vigil Mechanism/Whistle Blower Policy
for the directors and employees to report to the appropriate authorities of unethical
behavior, actual or suspected, fraud or violation of the Companys code of conduct or
ethics policy and provides safeguards against victimization of employees who avail the
mechanism. The policy permits all the employees to report their concerns directly to the
Chairman of the Audit Committee of the Company.
The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the
Companys website. The web link is http://www.laxmipatiengineering.com/codes-and-policies.
35. STATUTORY INFORMATION:
The company is engaged into the defence and heavy engineering and allied business and
is the member of BSE SME Platform. Apart from this business, the company is not engaged in
any other business/activities.
36. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
(ICSI):
The Company complies with all applicable mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI).
37. FRAUD REPORTING:
During the year under review, no fraud has been reported by Auditors under Section
143(12) of the Companies Act, 2013.
38. COMPLIANCE CERTIFICATE FROM THE AUDITORS REGARDING COMPLIANCE OF CONDITIONS OF
CORPORATE GOVERNANCE:
A certificate received from M/s R. P R & Co., Statutory Auditors of the Company
regarding compliance of the conditions of Corporate Governance, as required under Schedule
V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached
herewith as per Annexure IX
39. CODE OF CONDUCT:
Board of Directors has formulated and adopted Code of Conduct for Board of Directors
and Senior Management Personnel. During the year, Board of Directors and Senior Management
Personnel has complied with general duties, rules, acts and regulations. In this regard
certificate from Executive Director as required under Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board
and the same is attached herewith as Annexure X.
40. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE
Mr. Ranjit Binod Kejriwal, Practicing Company Secretary has issued a certificate
required under the listing regulations, confirming that none of the Directors on the Board
of the company has been debarred or disqualified from being appointed or continuing as
director of the company by SEBI/Ministry of Corporate Affairs or any such statutory
authority. The certificate is enclosed as Annexure - XI.
41. RESEARCH & DEVELOPMENT:
The Company believes that technological obsolescence is a reality. Only progressive
research and development will help us to measure up to future challenges and
opportunities. We invest in and encourage continuous innovation. During the year under
review, expenditure on research and development is in significant in relation to the
nature size of operations of your Company.
42. INSURANCE:
All the properties and the Insurable Interest of the company including building and
stocks wherever necessary and to the extent required have been adequately insured. The
company keeps reviewing the insurance amount every year as per requirement.
43. PREVENTION OF INSIDER TRADING
The Company has adopted a Code Of Internal Procedures And Conduct For Regulating,
Monitoring And Reporting Of Trading By Insiders And Code Of Practices And Procedures For
Fair Disclosure Of Unpublished Price Sensitive with a view to regulate trading in
securities by the Directors and designated employees of the Company. The Code requires
pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of
Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period
when the Trading Window is closed. The Board is responsible for implementation of the
Code.
The Company has a Prohibition of Insider Trading Policy and the same has been posted on
the website of the Company at
https://www.laxmipatiengineering.com/storage/app/media/7.%20Insider%20Trading%20
Policy.pdf
44. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
Our company goal has always been to create an open and safe workplace for every
employee to feel empowered, irrespective of gender, sexual preferences, and other factors,
and contribute to the best of their abilities.
The Internal Complaints Committee (ICC) has been constituted as per the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and
the committee includes external members from NGOs or with relevant experience. Half of the
total members of the ICC are women. The role of the IC is not restricted to mere redressal
of complaints but also encompasses prevention and prohibition of sexual harassment.
The Company did not receive any complaints on sexual harassment during the year 2022-23
and hence no complaints remain pending as of 31st March, 2023.
45. APPRECIATION:
Your Directors place on record their deep appreciation to employees at all levels for
their hard work, dedication and commitment and express their sincere thanks and
appreciation to all the employees for their continued contribution, support and
co-operation to the operations and performance of the company.
46. ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation of the co-operation and
assistance received from Shareholders, Bankers, regulatory bodies and other business
constituents during the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the commitment displayed by all executives, officers
and staff, resulting in successful performance of the Company during the year.
|
For and on behalf of the Board of Directors |
|
Sd/- |
|
Sanjaykumar Govindprasad Sarawagi |
Place: Surat |
Chairman |
Date: 17/08/2023 |
DIN: 00005468 |
+91-9892691696
