Lehar Footwears Ltd Directors Report.
The Board of Directors of your Company take pleasure in presenting its report on the working of the Company for Financial Year 2018-19.
(Rupee in Lacs)
|Profit before Depreciation &Tax||602.83||523.07|
|Profit before Tax||304.42||235.25|
|Balance b/f from the previous year||1580.95||1385.57|
|Transferred to General Reserve||NIL||NIL|
|Transferred to Reserve & Surplus||1801.41||1580.95|
INDIAN ACCOUNTING STANDARD
The Ministry of Corporate Affairs (MCA) on February 16, 2015, notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from April 1, 2016 with a transition date of April 1, 2015. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to your Company from April 01, 2017.
RESULT OF OPERATIONS AND STATE OF COMPANIES AFFAIRS
During the year under review your Companys income from operations is Rs. 9396.12 Lacs as compared to 7454.89 lacs during the previous year. The Company has incurred a Profit for the period of Rs. 220.46 Lacs as compared to the profit of Rs. 195.38 Lacs in the previous year.
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 Lacs) Equity Shares of 10/- (Rupees Ten) each and paid up equity share capital is Rs. 13,67,87,990/- (Rupees Thirteen Crore Sixty Seven Lacs Eighty seven Thousand Nine Hundred Ninety only) comprising of 1,36,78,799 (One Crore Thirty Six Lacs Seventy Eight Thousand Seven Hundred Ninety Nine) Equity Shares of 10/- each.
To conserve the resources of the company for its future growth your directors do not recommend any dividend to the shareholders.
During the financial year the company has not transferred any amount to reserve during the year under review.
MATERIAL CHANGES EFFECTING FINANCIAL POSITIONS OF THE COMPANY
There has been no material change and commitment affecting financial position of the company between end of the financial yearand 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
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 through a duly constituted Risk Management Committee (RMC). The RMC assists the Board in its oversight of the 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 & KMP
Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Raj Kumar Agarwal, Managing Director, Mr. Sanjay Kumar Agarwal, Chief Executive Officer, Mr. Rakesh Kumar Soni, Chief Financial Officer and Ms. Geetika Bisht, Company Secretary of the Company are the KMPs of :he Company.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declaration from all the Independent Directors of the Company under Section 149(7) of the Act, confirming that they meet the criteria of independence as prescribed jnder Section 149(6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
Further, Mr. Gauri Shankar Kandoi, Independent Director has resigned from his position w.e.f 31.01.2019.
The details of familiarization programme for Independent Directors are available on Companys website.
The Board met 19 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 sonsecutive meetings was within the period prescribed by the Companies Act, 2013, SEBI(LODR) 2015 and Secretarial Standard-1 (SS-1).
The Board of Directors has carried out an annual evaluation of its own performance, board sommittees and individual Directors pursuant to the provisions of the Act and the Corporate Sovernance 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 aoard 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 and Compensation 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 Sovernance Report.
COMPOSITION OF COMMITTEE
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Grievance Committee
4. Risk Management Committee
The details of the Committees along with their composition, number of meetings, terms of reference and attendance of members at the meetings are provided in the Corporate Governance Report which forms part of this Annual Report. Further, during the year under review, the board has accepted all the recommendations of the Audit Committee.
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. Details of the same are given in the Corporate Governance Report. 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 equipments 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 2018- 19.
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 RESPONSIBILITY INITIATIVES
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 2018-2019.
Under Section 139 of the Companies Act, 2013 and the rules made thereunder, it is mandatory to rotate the Statutory Auditors on completion of the maximum term permitted under the said section. In line with the requirements of the Companies Act, 2013, M/s Ravi Sharma & Co., Chartered Accountants (Firm Registration No. 015143C) was appointed as the statutory auditors of the Company to hold office for a period of 5 consecutive years from the conclusion of the 23rd Annual General Meeting of the company held on 28th September, 2017, till the conclusion of the 28th Annual General Meeting of the Company, subject to ratification by shareholders at the Annual General Meeting or as maybe necessitated by the act from time to time.
The Companies Amendment Act, 2017 has omitted the requirement of ratification of the appointment of statutory auditors at every Annual General Meeting; the relevant amendment made effective on May 07, 2018. Hence the ratification of appointment of Statutory Auditors at the ensuing AGM is not required.
LOANS AND INVESTMENTS BY THE COMPANY
Details of loans and investments by the Company to other body corporate or persons are given in notes to the financial statements.
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.
The Company does not have any subsidiary as on 31.03.2019 RELATED PARTY TRANSACTIONS:
The Company has adequate procedures for purpose of identification and monitoring of related party transactions. All transactions entered into with related parties during the financial year were on arms length basis. All related party transactions, if any are periodically placed before the Audit Committee and the Board for review and approval, as appropriate. For details on related party transactions, members may refer to the notes to the standalone financial statement.
The Companys policy for related party transactions regulates the transactions between the Company and its related parties. The said policy is available on the Companys website viz. www.leharfootwear.com. There were no materially significant related party transactions made by the Company with Promoters, Directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Details of such transactions are given in the Annexure-1 to this report.
CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has decided to install a solar plant of 600 KW in unit 4 of the company situated at SP- 41, D, Kaladera Industrial Area, Tehsil-Chomu, Distt.-Jaipur (Raj.)
Further, information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure-2 to 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-3 and forms an integral part of this report.
The Board has appointed M/s. Naredi Vinod & Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year ended 31st March, 2019 is attached as Annexure-4 to this Boards Report. The Secretarial Audit Report does not contain any qualification or reservation or adverse remark or disclaimer.
The equity shares of your Company are listed with the Bombay Stock Exchange. 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, 2019, 99.99% of the share capital stands dematerialized.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Company is committed to adhere to best corporate governance practices. The separate sections on Management Discussion and Analysis, Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, forms part of the this Annual Report.
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 followed 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, 2019;
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.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companys website www.leharfootwear.com.
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
Declaration by Chief Executive officer regarding compliance by board members and senior management personnel with the companys code of conduct is given in Annexure-5.
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
Vour company has paid the Annual listing fee of BSE for the Financial Year 2019-20. APPRECIATION
Vour 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 Lawreshwar Polymers Limited|
|(Ramesh Chand Agarwal)||Dated: 27.05.2019|