Lehar Footwears Ltd Directors Report.

Dear Members,

Your Directors are pleased to present 27th Annual Report of the Company along with Audited Accounts for the financial year ended March 31,2021.

FINANCIAL SUMMARY Rs. in lakh

Particulars 2020-21 (Audited) 2019-20 (Audited)
Revenue from Operations 14712.34 9473.42
Other Income 74.48 113.05
Total Income from Operations 14786.82 9586.47
Net Profit before Exceptional Items and Tax 137.75 10.81
Exceptional Items - -
Profit Before Tax 137.75 10.81
Tax Expenses 40.11 4.22
Profit After Tax 97.64 6.59
Other comprehensive income (Net of Tax) 18.73 3.38
Total Comprehensive Income for the year 116.37 9.97

RESULT OF OPERATIONS AND STATE OF COMPANIES AFFAIRS

During the year under review, your Companys income from operations is Rs. 14712.34 Lakh as compared to Rs. 9473.42 Lakh during the previous year. The Company has incurred a Profit for the period of Rs. 97.64 Lakh as compared to the profit of Rs. 6.59 Lakh in the previous year.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there is no change in the nature of the business of the Company.

SHARE CAPITAL

There was no change in the Companys share capital during the year under review.

The Companys Authorised Share Capital is Rs. 15,00,00,000/- (Rupees Fifteen Crore) comprising of 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of 10/- (Rupees Ten) each and paid up equity share capital is Rs. 13,67,87,990/- (Rupees Thirteen Crore Sixty Seven Lakh Eighty seven Thousand Nine Hundred Ninety only) comprising of 1,36,78,799 (One Crore Thirty Six Lakh Seventy Eight Thousand Seven Hundred Ninety Nine) Equity Shares of 10/- each.

DIVIDEND AND RESERVES

Your Directors have not recommended any dividend for the financial year under review.

During the year under review, no amount from profit was transferred to General Reserve.

MATERIAL CHANGES EFFECTING FINANCIAL POSITIONS OF THE COMPANY

There has been no material change and commitment affecting financial position between end of the financial year and date of this Boards Report.

INVESTOR EDUCATION AND PROTECTION FUND

There is no such amount lying with the company and remained unclaimed which is required to be transferred to the Investor Education and Protection Fund of the Central Government.

RISK MANAGEMENT

The Board of Directors is overall responsible for identifying, evaluating and managing all significant risks faced by the Company. The Risk Management Policy approved by the Board acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the Organization. The Board monitors and reviews the implementation of various aspects of the Risk Management policy and Companys management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall Business Risk Management Framework. The Company follows well established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Companys Business Risk Management Framework helps in identifying risks and opportunities that may have a bearing on the organizations objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

At present the company has not identified any element of risk which may threaten the existence of the company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides bench marking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control Systems and suggests improvements to strengthen the same. The Company has a robust Management Information System which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors and the Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.

To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

Retire by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Ramesh Chand Agrawal, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

Re-appointment

Mr. Raj Kumar Agarwal (DIN: 00127215), Managing Director term is expiring on November 30, 2021. On the recommendation of the Nomination & Remuneration Committee, the Board of Directors at its meeting held on June 25, 2021, recommended re-appointment of Mr. Raj Kumar Agarwal for a further period of five years with effect from December 01,2021.

Independent Directors

The Company has received the necessary declarations from each of the Independent Directors of the Company under Section 149(7) of the Act and Regulation 25 of the Listing Regulations, confirming that they meet with the criteria of independence as laid down in Section 149(6) of the Act, along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.The details of familiarization programme for Independent Directors are available on Companys website.

None of the Directors disqualifies for appointment/reappointment under Section 164 of the Companies Act, 2013.

Key Managerial Personnel

During the period under review, Ms.Sneha Sharma resigned from the post of the Company Secretary of the Company w.e.f 18.06.2020 due to her personal reasons. The Company further appointed Ms.Sneha Sharma as Company Secretary of the Company w.e.f 17.12.2020.

After the closure of financial year

Ms. Sneha Sharma resigned from the post of the Company Secretary of the Company w.e.f12.06.2021 due to her personal reasons. The Company has appointed Ms.Priya Gandhi as Company Secretary of the Company w.e.f 14.06.2021.

There has been no change other than above in the Directors and the Key Managerial Personnel during the financial year 2020-21.

BOARD MEETINGS

The Board met fourteen times during Financial Year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two consecutive meetings was within the period prescribed by the Companies Act, 2013, SEBI(LODR) 2015 and Secretarial Standard-1 (SS-1).

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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015. 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 evaluation of the Executive Directors and Non-Executive Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The criteria for Directors appointment has been set up by the Nomination & Remuneration Committee, which includes criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Sub section (3) of Section 178 of Companies Act, 2013 ("the Act"). More details on the same are given in the Corporate Governance Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The same has also been displayed on the website of the Company.

HUMAN RESOURCE MANAGEMENT, HEALTH AND SAFETY

During the year the Company had cordial relations with workers, staff and officers. The shop floor management is done through personal touch, using various motivational tools and meeting their training needs requirements. The company has taken initiative for safety of employees and implemented regular safety audit, imparted machine safety training, wearing protective equipment, etc. The Company believes in empowering its employees through greater knowledge, team spirit and developing greater sense of responsibility.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on Gender Equality, Gender Protection, Prevention of Sexual Harassment and Redressal System in line with the requirements of the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has also constituted an internal committee to consider and address sexual harassment complaints in accordance with the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaints pertaining to sexual harassment were received and/ or disposed off during FY 2020-21.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) (i) of the Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial Year, will be made available for inspection at its registered office of the Company during the working hours for a period of twenty one days before the date of Annual General Meeting of the company pursuant to Section 136 of the Companies Act, 2013 and members, if any interested in obtaining the details thereof, shall make specific request to the Company Secretary and Compliance officer of the Company in this regard.

COMMITMENT TO QUALITY AND ENVIRONMENT

Your Company recognizes quality and productivity as a pre-requisite for its operations and has implemented ISO 9001 and ISO 14001. Continuous efforts to preserve the environment are pursued.

CORPORATE SOCIAL RESPONSIBILITIES (CSR)

As per Provisions of Section 135 of the Company Act 2013, and rules made there under, the CSR is not applicable on your company for the Financial Year 2020-21.

AUDITORS AND AUDIT REPORT

Statutory Auditor

M/s Ravi Sharma & Co., Chartered Accountants (Firm Registration No. 015143C), Jaipur, were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 23rd AGM held in the year 2017 to hold office from the conclusion of 23rd AGM until the conclusion of 28th AGM to be held in the year 2022.

There are no qualifications, adverse remarks reservations or disclaimer made by M/s Ravi Sharma & Co., Statutory Auditors, in their report for the financial year ended March 31, 2021. The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation and comments.

Secretarial Auditor

The Board has appointed M/s. Naredi Vinod & Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2020-21. The Secretarial Audit Report for the financial year ended March 31,2021 is attached as Annexure-A to this Boards Report. The Secretarial Audit Report does not contain any qualification or reservation or adverse remark or disclaimer.

Cost Records and Cost Audit

Provisions of Section 148 of the Companies Act, 2013 regarding maintenance of cost records and audit thereof is not applicable to your Company.

LOANS AND INVESTMENTS BY THE COMPANY

Details of loans and investments by the Company to other body corporate or persons are given inthe Notes to the financial statements.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary as on March 31,2021.

RELATED PARTY TRANSACTIONS

The related party transactions entered into during the year under review were on arms length basis, in the ordinary course of business and in compliance with the Policy on Related Party Transactions of the Company. During the year, the Company has not entered into any contracts /arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The provisions of Section 188 of the Companies Act, 2013 and/or Regulation 23 of the SEBI (LODR) Regulations, 2015 were duly complied. The Related Party Transactions are placed before the Audit Committee and the Board for their approval on quarterly basis.

The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable to your Company. The related party transaction Policy as approved by the Board is uploaded on the Companys website at the following weblink: https://www.leharfootwear.com/

The details of transactions / contracts/ arrangements entered by the Company with Related parties during the financial year are set out in the Notes to the Financial Statement.

CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, are given in Annexure-B and Forms an integral part of this Report.

EXTRACT OF ANNUAL RETURN

The Details forming part of extract of Annual Return in Form MGT-9, as required under section 92 of the Companies Act, 2013, is included in this report as Annexure-C and forms an integral part of this report.

LISTING

The equity shares of your Company are listed with the BSE Limited.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 31,2021,99.99% of the share capital stands dematerialized.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, report on the Corporate Governance alongwith a certificate from Practicing Company Secretary is annexed to this Annual Report.

CAUTIONARY STATEMENT

Statements in this report, describing the Companys objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Regulations. Actual results may differ materially from those stated in the statement. Important factors that could influence the Companys operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations. The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation obtained by them, in terms of section 134(3) (c) your directors confirm that:

a) in the preparation of Annual Accounts, the applicable accounting standards have been along with proper explanation relating to material departures;

b) appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at March 31,2021;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the Annual Accounts have been prepared on a going concern basis;

e) internal financial controls have been laid down to be followed by the company and such internal financial controls are adequate and were operating effectively;

f) proper system have been devised to ensure compliance with the provision of all applicable law and that such system were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL

The report on Internal Financial Control forms part of Independent Audit report.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading 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.

All Directors on the Board and the designated employees have confirmed compliance with the Code.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT

There are no significant and material order passed by the Regulators/ court that would impact the going concern status of the company and its future operations.

PAYMENT OF LISTING FEE

Your company has paid the Annual listing fee of BSE Limited for the Financial Year 2021-22

APPRECIATION

Your Directors wish to place on record their sincere appreciation to employees at all levels for their hard work, dedication and commitment towards Companys operations and performance. Your Directors also wish to place on record their gratitude for the valuable assistance and co-operation extended to the Company by the Central Government, State Governments, banks, institutions, investors and customers.

By the order of the Board
For Lehar Footwears Limited
SD/-
Ramesh Chand Agarwal
Date: 11.08.2021 Chairman
Place: Jaipur DIN: 00108287