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Your Directors take pleasure in presenting their 10th Annual Report on the business and operations of the company together with the audited financial statements for the Financial Year ended 31st March, 2018.
The financial performance of the Company for the year ended on 31st March, 2018 and the previous financial year ended 31st March, 2017 is given below:
|Particulars||31st March 2018||31st March 2017|
|Gross Sales/Income from Business operations||1,827,337,700||1711948045|
|Less: Excise Duty Paid||15,662,809||66,717,033|
|Net Revenue From Operat ions||1,811674891||1645231012|
|Less: Expense(Excluding depreciation)||1,594,745,802||1,507,062,961|
|Profit before Depreciation||249,105,917||179426847|
|Profit before Exceptional & extra-ordinary items & Tax||109047070||82,238,273|
|Less: Exceptional Item/ Extra Ordinary Items||-||1,897,053|
|Profit before Tax||109,047,070||80,341,219|
|Less: Deferred tax||13,408,111||15,037,486|
|Less: Wealth tax||-||-|
|Less: Income tax||25,674,144||16,381,000|
|Less: MAT Credit Entitlement||(52,677)||(19,890,959)|
|Less: Previous year adjustment of income tax||34,419||3,067,421|
|Net Profit/ (Loss) after Tax for the year||69,983,072||65,746,272|
|Dividend(including Interim if any and final)||-||-|
|Net Profit after Dividend Tax||69,983,072||65,746,272|
|Amount Transfer to General Reserves||-|
|Balance carried to the Balance Sheet||69,983,072||65,746,272|
|Earnings per share(Basic)||4.13||5.62|
|Earnings per share(Diluted)||4.13||5.62|
The Indian tile industry is poised to experience significant growth over the coming year despite facing challenges like Demonetization. This optimism stems from the important realities that are expected to catalyse tile demand pan-India.
Nowadays Ceramic Tiles have become necessities of every household. Companys current business model is manufacturing and exporting the tiles in India as well as in International Markets. Housing sectors is going to be the booster for tile industry. According to experts analysis in the tile industry, the housing sector is at a tipping point and will be the economys next big growth driver.
Our Company has been operating in both domestic and international markets. Our revenue from domestic and export operations contributed 51.16% and 48.84% respectively of our total revenue from operations for the year ended March 31, 2018. During FY 2017-2018, we exported our products to various countries such as Saudi Arabia, Mexico, Kuwait, Oman, Canada, Nepal, Poland, Taiwan etc. We intend to continue to mark a presence in global markets in our industry by supplying innovative products at competitive prices.
Our Company registered 10.11% growth in net sales from Rs. 164.52 crores in 2016-17 to Rs. 181.16 crores in 2017- 18.Despite several challenges faced by the company including demonetization the company was able to achieve profit after tax of Rs. 6,99,83,072/- as compared to Rs. 6,57,46,272/-.
The management is confident that the strategy now being pursued by the company is appropriate for achieving the desired result. Considering the brand equity enjoyed by the company and the performance of the company during the year in a tough environment, and several steps taken for improving the performance of the company, the management therefore believes, it is appropriate to prepare the financial statement on going concern basis.
TRANSFER TO RESERVES
The board of Directors of the company has transferred amount of Rs. 6,99,83,072/- to its Reserves & Surplus head of the Balance Sheet during the Financial Year 2017-18.
No Dividend has been declared by the company for the year ended March 31,2018 with a futuristic approach to retain the earnings in the business for expansion from internal accrual for the growth of the company.
SHARE CAPITAL AND OTHER CHANGES
During the Financial Year 2017-18, following changes in the Company took place as follows:
1. Authorized Share Capital
The Authorized Share Capital of Company has been increased from Rs. 19.00 Crores to Rs. 22.00 Crores by passing an ordinary resolution in the Extra-Ordinary General meeting of the members of the Company held on Thursday the 13th day of April, 2017. As on date of this report the Authorised Share Capital of the company is Rs. 22.00 Crores divided into 2,20,00,000 equity shares of Rs. 10 each.
2. Right Issue
During the year company has not increased its issued and paid- up Equity Share Capital by making any right issue of shares.
3. Bonus Issue
During the Financial Year no shares were issued to existing shareholders as Bonus Shares under any Bonus Issue.
4. Issue of Equity Shares with Differential Rights
Company does not have Equity Shares with differential rights and have not issued any shares with differential rights during the financial year 2017-18.
5. Issue of Sweat Equity Shares
During the Financial Year no shares were issued as Sweat Equity Shares under any Scheme.
6. Issue of Employee Stock Options
During the Financial Year no shares were issued under any Scheme of Employee Stock Option.
7. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees
There was no provision made of the money by the company for purchase of its own shares by employees or by trustees for the benefit of employees or by trustees for the benefit of employees.
8. Splitting/Sub Division of shares
No splitting/ sub division of shares was done during the financial year 2017-18.
9. Further Issue of Shares Through Initial Public Offer And Listing Of Shares
In August, 2017 the Company comes with an IPO and allotted 57.60.000 equity shares with face value of Rs.10 each fully paid-up at an issue price of Rs.45 (including a share Premium of Rs.35/- per equity share).
The changed paid-up Equity Share Capital structure of the company was Rs. 19,19,07,240 (Nineteen Crore Nineteen Lacs Seven Thousand Two Hundred forty) as on the date of this report.
LISTING OF SHARES
Board of directors informed the members that a special resolution passed in the Extra-Ordinary General Meeting of the members of the Company held on Friday the 5th day of May, 2017 permitting the Company to admit itself for trading of shares at National stock-exchange, SME Emerge platform.
Our Company got listed on National Stock Exchange Limited on EMERGE Platform on 23rd August, 2017 with an IPO of 57.60.000 Equity Shares with face value Rs. 10 at a premium of Rs. 35.
Company has complied with section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for re-payment. Loans outstanding from any party other than shareholders being taken under the conditions stipulated by Bank for providing funds as borrowing to the company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The Company has no Subsidiaries and Joint Ventures as on the year ended 31st March, 2018. Details of Associates/Group Companies as on the year ended 31st March, 2018 is as follows along with Annexure-VII. No such subsidiaries or associates ceased to be subsidiaries or associates during the financial year under review.
LEXUS CERAMIC PRIVATE LIMITED (LCPL) :-
Lexus Ceramic Private Limited is a Private Company incorporated on April 27, 2007 under the provisions of Companies Act, 1956 and has its registered office situated at Survey No. 793/P, At. PO. Ghuntu, Morbi, Gujarat-363642, India. The Corporate Identification Number is U26914GJ2007PTC050675. The paid up capital of the Company is Rs. 230.25 Lakhs.
Board of Directors as on the date 31.03.2018 :
1. Babulal Mahadevbhai Detroja
2. Nilesh Babubhai Detroja
3. Hitesh Babulal Detroja
4. Parulben Nileshbhai Detroja
Main Object :
To carry on in India or elsewhere the business to manufacture, produce, treat, process, design, develop, build, convert, cure, crush, distribute, display, exchange, barter, explore, extract, excavate, finish, formulate, grind, handle, fabricate, import, export, purchase, sell, jobwork, mix, modify, market, operate, prepare, and to act as brokers, agents, stockiests, consignors, franchisers, distributors, suppliers, promoters, wholesalers, retailers, and sales organizers, of all shapes, sizes, varieties, specifications, descriptions, applications and uses of tiles, including ceramic tiles, glazed tiles, mosaics tiles, floor tiles, marble tiles, cement tiles, wall tiles, granite tiles, porcelain tiles, roofing tiles, china tiles, Ceramic Products and by-products thereof, sanitary wares, wash basins, ceramics wares, earth wares, crookeries, pressed wares, decorative wares, garden wares, kitchen wares, potteries insulators, terra-cotta, porcelain
ware, bathroom, accessories, pipes, bricks, building materials, asbestos sheets, poles, blocks, plumbing fixture including fitting, parts, accessories, consumable, components and buy- products thereof.
Financial Performance :
|Equity Share Capital||2,30,25,000|
|Profit After Tax|||
Nature and Extent of Interest of our Directors :
Hitesh Detroja, Nilesh Detroja and Anilkumar Detroja, Babulal Mahadevbhai Detroja, Parulben Nileshbhai Detroja are directors of our company collectively holds 11,19,500 equity shares constituting 48.62% of total number of equity shares in Lexus Ceramic Private Limited. Hitesh Detroja, Nilesh Detroja, Babulal Mahadevbhai Detroja and Parulben Nileshbhai Detroja also serve as directors in the Company.
LIOLI CERAMICA PRIVATE LIMITED :
Lioli Ceramica Private Limited is a Private Company incorporated on October 28, 2016 under the provisions of Companies Act, 2013 and has its registered office situated at Survey No. 315/P2, Juna Sadulka, Nr. Lemica Paper Mill, 8-A National Highway, Morbi Rajkot, Gujarat-363642, India. The Corporate Identification Number is U26999GJ2016PTC094240. The paid up capital of the Company is Rs. 6500.00 Lakhs.
Board of Directors as on 31.03.2018 :
1. Nilesh Babubhai Detroja
2. Manish Rasikbhai Gadara
3. Hitesh Babulal Detroja
4. Anilkumar Babulal Detroja
5. Milan Chandubhai Gadara
6. Amit Raghavjibhai Gadara
Main Object :
To carry on in India or elsewhere the business to manufacture, produce, trade, deal, treat, process, design, develop, build, convert, cure, crush, distribute, display, exchange, barter, explore, extract, excavate, finish, formulate, grind, handle,
fabricate, import, export, purchase, sell, job work, mix, modify, market, operate, prepare, and to act as brokers, agents, stockiest, consignors, franchises, collaborators, distributors, suppliers, promoters, concessionaires, consultants, C&F agent, wholesaler, retailers, and sales organizers, of all shapes, sizes, varieties, specifications, descriptions, applications and use of tiles, & Sanitary wares, including ceramic tiles, wall glazed tiles, floor tiles, marbles tiles, wall tiles, granite tiles, Vitrified tiles, porcelain tiles, roofing tiles, china tiles, Ceramic Products and by-products thereof, sanitary wares, ceramics wares, earthen wares, crokckeries, pressed wares, decorative wares, garden wares, kitchen wares, potteries insulators, terracotta, porcelain ware, glass, bathroom fittings and accessories, pipes, bricks, building materials, asbestos sheets, poles, blocks, plumbing fixture including fittings, parts accessories, consumable, components & by-products thereof.
Financial Performance :
|Particulars||2017-18 (In Rs.)|
|Equity Share Capital||52,67,18,000|
|Profit After Tax||(1.71)|
Nature and Extent of Interest of our Directors :
Hitesh Babulal Detroja, Nilesh Babubhai Detroja, Babulal Mahadevbhai Detroja and Anilkumar Babulal Detroja are directors of our company collectively holds1,60,14,500 equity shares constituting 30.40% of total number of equity shares in Lioli Ceramica Private Limited. Hitesh Babulal Detroja, Nilesh Babubhai Detroja, Babulal Mahadevbhai Detroja also serve as directors in the Company.
REGISTRAR & SHARE TRANSFER AGENTS
The Company has appointed M/s Big Share Services Private Limited as its Registrar & Share Transfer Agent.
MANAGEMENT DICUSSION AND ANALYSIS REPORT
Management Discussion and Analysis on matters related to the business performance as stipulated in the SEBI (LODR) Regulations, 2015 is given as a separate section in the Board Report as Annexure-VIII.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition of Board of Directors
The Board of Directors of Lexus Granito (India) Limited is a balanced one with an optimum mix of Executive and Non Executive Directors. They show active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making. The Board of the Company is headed by an Executive Chairman. Chairman takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, business heads and associates.
As on 31st March, 2018, The Board of company consists of Eight (8) Directors. The composition and category of Directors is as follows:
|Category||Name of Directors||DIN|
|Chairman and Whole time Director||Mr. Babulal Mahadevbhai Detroja||01725541|
|Managing Director||Mr. Anilkumar Babulal Detroja||03078203|
|Whole time Director||Mr. Nilesh Babubhai Detroja||01725545|
|Whole time Director||Mr. Hitesh Babulal Detroja||02760273|
|Whole time Director||Ms. Parulben Nileshbhai Detroja||02760294|
|Non Executive Independent Director||Mr. Girish Prabhulal Vadaviya||07815100|
|Non Executive Independent Director||Mr. Jitendra Rasiklal Gadara||06649234|
|Non Executive Independent Director||Mr. Yagneshkumar Ramjibhai Adroja||07814967|
The Board of Directors of the Company informs the shareholders of the Company about the changes in the composition of the board of Directors of the company during the Financial Year 2017-18 as follows:
Since, the Company got its Equity Shares listed on NSE EMERGE Platform in the month of August, 2017 the Company was required to appoint the Independent Directors in accordance with the provisions of the Companies Act, 2013.
The Board of Directors appointed Mr. Girish Prabhulal Vadaviya, Mr. Jitendra Rasiklal Gadara and Mr. Yagneshkumar Ramjibhai Adroja as Additional (Non-executive) Director under Independent category on the board w.e.f 17th May 2017 and they hold office until the ensuing AGM held after their appointment and were eligible for appointment as Independent Directors in the Annual General Meeting held on 28th September, 2017 by the members of the company. Accordingly, requisite resolutions were passed for their appointment as Non-Executive Directors under Independent Category.
Further, sub-section (13) of Section 149, provides that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Companies Act, 2013 shall not apply to such Independent Directors. Hence, none of the Independent Directors retire at the ensuing AGMs.
CFO, CS and Managing Director (KMP)
Mr. Dilipbhai N Fultariya was appointed as the Chief Financial Officer (CFO) of the company w.e.f 04th May 2017 as per the provisions of the Companies Act 2013. He handles the finance and accounts of the company and is associated with the company since last six years.
Mr. Anilkumar Babulal Detroja was appointed as Managing director on the board w.e.f 04th May 2017 for a term of five years and has been handling the management of the company utmost efficiency.
Ms. Payal Jain, M.No. A48898 has been appointed as Company Secretary-cum-Compliance Officer of the company with effect from 02th June 2017.
Appointment of Whole -Time Director
The Board of Directors inform the members of the Company that on conversion of the company from private to public, a change in designation of the board of directors took place and Mr. Babulal Mahadevbhai Detroja, Mr. Nilesh Babubhai Detroja, Mr. Hitesh Babulal Detroja and Ms. Parulben Nileshbhai Detroja were appointed as a Whole-time Directors of the company on the Board w.e.f. 04th May 2017 for a term of
five years under the provisions of section 196,203 and applicable provisions of the Companies Act 2013.
Directors Liable to retire by rotation and be eligible to get Re-Appointed
Pursuant to the provisions of section 152(6) and other applicable provisions of the Companies Act, 2013, Mr. Anilkumar Babulal Detroja, though appointed as a Managing Director on the board w.e.f 04th May 2017 for a term of five years has been associated with the company as director since 22nd May 2010, is liable to retire by rotation at the ensuing 10thAGM, and being eligible to get re-appointed as Managing Director of the company in the ensuing AGM of the company. Accordingly, requisite resolution shall form part of the Notice convening the AGM.
MEETINGS OF INDEPENDENT DIRECTORS
Since the Company got its Equity Shares Listed on SME platform of National Stock Exchange of India Limited in the month of August, 2017, the Company is required to appoint Independent Directors on its Board.
Mr. Jitendra Rasikalal Gadara, Mr. Girish Prabhulal Vadaviya and Mr. Yagneshkumar Ramjibhai Adroja were appointed as an Additional Independent Directors on the Board w.e.f. 17th day of May, 2017 to hold office upto the 9th Annual General Meeting held on Thursday, the 28th Day of September, 2017 and were appointed as the Non-Executive Independent Directors of the Company for a period of 5 years on the Annual General Meeting held on Thursday, the 28th Day of September, 2017 and shall not be liable to retire by rotation.
Pursuant to Clause VII of the Schedule IV of the Companies Act, 2013 and Regulation 25 of Listing Regulations, the Independent Directors of the Company are required to hold at least one meeting in a year without the attendance of NonIndependent Directors and Members of Management. All the Independent Directors of the Company shall strive to be present at such meeting.
All Independent Directors were present at the meetings of Independent Directors held on 02.09.2017 and 28.03.2018.
|Name of the Member||Position||Status|
|Mr. Girish Prabhulal Vadaviya||Chairman||Non Executive Independent Director|
|Mr. Jitendra Rasikalal Gadara||Member||Non Executive Independent Director|
|Mr. Yagneshkumar Ramjibhai Adroja||Member||Non Executive Independent Director|
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015.
The confirmations were placed before and noted by the Board.
MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and take a view on the Companys policies and strategy apart from other Board matters. The notice for the board meetings is given well in advance to all the Directors.
During the year, the Board of Directors met Sixteen times and board meetings were held on the following dates as mentioned in the table:
|Sr. No.||Date of Meeting|
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
DIRECTORS APPOINTMENT, REMUNERATION AND ANNUAL EVALUATION
The Company has devised a Policy for Directors; appointment and remuneration including criteria for determining qualifications, performance evaluation and other matters of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of both non-executive directors and executive directors.
The Companys Nomination & Remuneration policy which includes the Directors appointment & remuneration and criteria for determining quali cations, positive attributes, independence of the Director & other matters is attached as Annexure-IV to this Report and the same is also available on
the website of the Company at the link www.lexustile.com COMMITTEES OF THE BOARD
The Board of Directors has constituted four Committees, viz.
1. Audit Committee
2. Nomination and Remuneration Committee 3.Stakeholders Relationship Committee 4.Corporate Social Responsibility Committee
Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Annexure-IX.
Directors Responsibility Statement
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors confirm that:
a) In the preparation of the annual accounts for the year ended March 31,2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, 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 are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2018 and of the profit of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
AUDITORS OF THE COMPANY
In the 9th Annual General Meeting of the Company held on 28th Day of September, 2017, the Shareholders approved the appointment of M/s Ashok Holani & Co. Chartered Accountants, Jaipur (Firm Registration No.:009840C), as Statutory Auditors of the Company to hold office till the Conclusion of the Annual General Meeting to be held in the year 2022.
As required under the provisions of Section 139 of the Companies Act, 2013, the company has obtained a written consent and certificate from the above mentioned Auditors to the effect that they confirm with the limits specified in the said Section and they had also given their eligibility certificate stating that they are not disqualified for appointment within the meaning of Section 141 of Companies Act, 2013.
Therefore, being eligible, the Board of Directors has appointed M/s Ashok Holani & Co. as Statutory Auditors.
Further, in accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM.
Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Board of Directors had appointed Miss Manisha Choudhary, Company Secretary in Practice, Jaipur having Certificate of practice No.: 13570 was Secretarial Auditor of the Company appointed to conduct Secretarial Audit of the company for the financial year 2017-18.
The Secretarial Audit Report for the financial year ended March 31,2018 is annexed to this Report.
Further, in line with the aforesaid compliance, the Board of Directors has appointed Miss. Manisha Choudhary, Company Secretary in Practice, Jaipur for conducting the Secretarial Audit for the Financial Year 2018-19.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 & the rules made there under (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Board of Directors had appointed M/s B. B. Kalaria & Co., Chartered Accountant, Morbi, (M.No.:127220W), as Internal Auditor to conduct Internal Audit for the financial year 2017-18.
The Internal Audit Report is received half yearly by the Company and the same is reviewed and approved by the Audit Committee and Board of Directors for each half year for the year 2017-18.
However for the F.Y. 2017-18, since the Company got listed its Equity Shares in the month of August, 2017 the Internal Audit Report was provided to the Company for the Second Half of the F.Y. 2017-18.
Further, in line with the aforesaid compliance, the Board of Directors has re-appointed M/s B. A. Shah Associates Chartered Accountant for conducting the Internal Audit for the Financial Year 2018-19.
COMMENTS ON AUDITORS REPORT
There are no qualifications, reservations or adverse remarks made by M/s Ashok Holani & Co. Chartered Accountants, Jaipur, Statutory Auditors and Mrs. Manisha Choudhary, Secretarial Auditor in her Secretarial Audit Report for the Financial Year ended March 31,2018 except the one related to Section 197 read with Schedule V of Companies Act, 2013. The comment of management on this observation is provided below:-
"As per the report of Auditors amount which we have received as the remuneration was mentioned in our Agreement of appointment done with the Company. As the Company had inadequate profits for the financial year 2017-18 therefore the Directors received the amount as mentioned in Schedule V. The Board is working on the remedy of this remark and in future will act in compliance with this provision."
The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.
The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure-I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135 of Companies Act, 2013, the Board is required to constitute a corporate social responsibility committee of members, who will manage the CSR activities applicable on the Company to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013 and duly approved by the Board as well as fix the amount of expenditure to be incurred on the activities and monitor the CSR Policy from time to time.
Our Company constituted the CSR Committee for undertaking the CSR activities as per the provisions of Companies Act, 2013 and SEBI (LODR), 2015.
Taking into account the provisions of Companies Act, 2013, our company is looking for prospective and reliable CSR projects/programmes and considering the projects for making contribution to them with suitable mode of CSR activity. Company would consider the recommendations of CSR Committee and will make plans for spending the amount prescribed as per Companies Act, 2013.
Composition of Corporate Social Responsibility Committee forms part of this report and is included in the Annexure setting out the composition of all the committees of the company.
During the year under review company wasnt able to spend the prescribed amount of CSR expenditure as company wasnt able to find reliable CSR projects/programmes. The Company has incurred a sum of Rs. 1.51 Lakhs (Rupees One Lakh Fifty One Thousand Only) on CSR initiatives in the areas as per the policy of the company. The CSR Report, forming part of this Report, is furnished in Annexure -XI.
RISK MANAGEMENT POLICY
The company operates in conditions where economic; environment and social risk are inherent to its businesses. In managing risk, it is the Companys practice to take advantage of potential opportunities while managing potential adverse
effects. The Listing Regulations required that all listed Companies shall lay down the procedure towards risk assessment. It also requires that the Company must frame, implement and monitor the risk management plan of the Company. To overcome this and as per the requirement of Section 134(3)(n) of the Companies Act, 2013 read with the rules made there under, if any, Board has framed a very comprehensive Risk Management Policy to oversee the mitigation plan including identification of element of risk, for the risk faced by the Company, which in the opinion of the Board may threaten the existence of the Company. The objective of the policy is to make an effective risk management system to ensure the long term viability of the Companys business operations.
Although the Company has adopted the policy regarding the assessment of the risk and its updates are provided to the senior management of the Company the process for the mitigation of the risk is defined under the risk management policy of the company which are available for the access on our website www.lexustile.com.
INTERNAL FINANCIAL CONTROLS
The Company has identified and documented all key internal financial controls, which impact the financial statements. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
During the financial year under review, the Company has launched an Initial Public Offer in the Month of August, 2017 and had allotted 57,60,000 Equity Shares of Rs. 10/- each fully paid up at a issue price of Rs. 45 (including a share premium of Rs. 35/- per Equity Share) amounting to Rs. 2,592 Lacs and the shares of the Company has been listed on National Stock Exchange of India Limited Emerge Platform
The Equity share capital of the Company has increase to Rs. 19,19,07,240/- after the Initial Public Offer of the Company.
There are no other material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report other than the details given in this board report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the financial year 2017-18, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.
The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 is not applicable to the company but the Company adheres to good corporate practices at all times.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form MGT-9 containing details as on the financial year ended 31st March, 2018 as required under Section 92(3) of the Companies Act, 2013 read with The Companies (Management and Administration) Rules 2014, is annexed herewith as Annexure-II which forms part of this report.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Company has not given any loan, guarantee or provided security in connection with a loan and had not made any investment under the Section 186 of Companies Act, 2013
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Allcontracts/arrangements/transactions that were entered by the Company during the Financial Year were in Ordinary Course of the Business and on Arms Length basis. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 is disclosed in Form AOC 2 in Annexure-III is annexed to this report.
There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement is disclosed in the financials.
DISCLOSURE FOR AMOUNTS RECEIVED FROM DIRECTORS AND RELATIVES OF DIRECTORS
Company has been recently converted from Private limited to Public. When the company was private limited (before April 13th 2017), the company has borrowed money from directors and relatives of directors of the Company which are as follows and the company has received a declaration from them as per Rule 2(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014 and this amount is from own funds not from, borrowing or accepting from others, who is the relative of Director.
|Sr. No||Name||Relation||Amount (Net Balance ) in Lakhs|
|1||Nilesh Babubhai Detroja||Whole-time Director||0.44|
|2||Hitesh Babulal Detroja||Whole-time Director||2.5|
|3||Muktaben B Detroja||Relative of Director||3.57|
|4||Anilkumar Babulal Detroja||Managing Director||8.00|
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
Pursuant to the amendment in the Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a detailed statement is attached as Annexure-V.
Apart from that, there are no Employees in the Company whose particulars are required to be disclosed in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in the report.
HUMAN RESOURCE DEVELOPMENT
The Company recognizes that its employees are its principal assets and that its continued growth is dependent upon the ability to attract and retain quality people. The Company also recognizes the importance of providing training and development opportunities to its people to enhance their skills and experiences, which in turn enables the company to achieve its business objectives. The morale of employees continued to remain high during the year contributing positively to the progress of the Company. However aspirations of employees in Company remain to be high. This is a challenge as only growth can fulfil these aspirations and in todays market scenarios one has to perform extraordinarily to achieve growth.
The Company has always provided a congenial atmosphere for work to all sections of the society. Your Company is committed to respect universal human rights. To that end, the Company practices and seeks to work with business associates who believe and promote these standards. The Company is committed to provide equal opportunities at all levels, safe and healthy workplaces and protecting human health and environment. The Company provides opportunities to all its employees to improve their skills and capabilities. The Companys commitment extends to its neighbouring communities to improve their educational, cultural, economic and social well-being.
Your Company is an equal opportunity employer and does not discriminate on the grounds of race, religion, nationality, ethnic origin, colour, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.
VIGIL MECHANISM & WHISTLE BLOWER The company has established a Whistle Blower Policy which also incorporates a Vigil Mechanism in terms of the SEBI (LODR) Regulations, 2015 for directors and employees commensurate to the size and the business of the company to promote ethical behaviour, actual or suspected fraud or violation of our code of conduct and ethics. Under the said mechanism, the employees are free to report violations of applicable laws and regulations and the code of conduct. It also provide for adequate safeguards against the victimization of persons who use such mechanism.
The Whistle Blower Policy of the Company is also available on the website of the company at the link www.lexustile.com
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of The Companies (Accounts) Rules, 2014, relevant details of energy conservation, technology absorption and foreign exchange earnings and outgo are attached as Annexure-VI to this Report.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Our Company is an equal opportunity provider and believes in providing opportunity and key positions to women professionals. At the same time, it has been an Endeavour of the Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them.
The Company has zero tolerance towards sexual harassment of Women at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment of Women at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules there under.
The following is the summary of Sexual Harassment Complaints received and disposed off during the year 2017-18.
a. Number of Complaints of Sexual Harassment at the beginning of the Financial year: NIL
b. Number of Complaints disposed off during the year: NIL
c. Number of Complaints pending as on the end of the Financial year: NIL
d. Nature of action taken by the Company: NA
CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of disclosures to be made while dealing with shares of the Company as well as
consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Companys shares.
The Insider Trading Policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of Insider Trading is available on the website http://www.lexustile.com
INVESTOR GRIEVANCE REDRESSAL
During the financial year under review. There were no pending complaints or share transfer cases as on 31st March 2018, as per the certificate given by RTA as on dated 31.03.2018.
POLICIES ADOPTED BY THE COMPANY
Your company has adopted various policies for the smooth working of the company which are as follows:
CODE OF CONDUCT TO REGULATE MONITIOR AND REPORT TRADING BY INSIDERS
There are many informations that are important and price sensitive and required to be kept confidential on the part of the company, if the information is disclosed this will harm the image of the company, in the definition of the insider it will include all the persons connected with the company including the all employees so policy relating to this is available on the website of the company.
This policy is applicable to all employees and KMPs of the company to not to disclose the confidential information of the company which affects the performance of the company. The policy of the company for the access is available on the website www.lexustile.com
CODE OF CONDUCT OF BOARD OF DIRECTORS & SENIOR MANAGEMENT
Certain code of conduct is required from the senior management including the Board of Directors of the Company; they have to be abiding by the rules and laws applicable on the company for the good governance and business ethics. It describes their responsibility and accountability towards the company. Policy of the company relating to this is available for the access at the website www.lexustile.com
CORPORATE SOCIAL RESPONSIBILITY
CSR is a broad term describes the companys efforts towards the society, this is mandatory under certain terms of Companies Act 2013, but the benefit of this policy is two handed one hand company get the chance to involve in the social welfare and other hand this will improve the image of the company.
CSR policy creates social awareness among the companies and creates an obligation towards the society. Policy of the company relating to this is available for the access at the website www.lexustile.com
FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
Under Familiarization programme all Independent Directors (IDs) inducted into the Board are given an orientation, presentations are made by Executive Directors (EDs) and Senior Management giving an overview of our operations, to familiarize the new IDs with the Companys business operations. The new IDs are given an orientation on our products, group structure and subsidiaries, board constitution and procedures, matters reserved for the Board, and our major risks and risk management strategy.
This policy includes keeping updated to the independent directors about the working of the company and projects in which company is involved various programme are conducted by the company for the IDs. The Policy on the Companys Familiarization Programme for IDs can be accessed at the website www.lexustile.com
NOMINATION AND REMUNERATION POLICY OF THE COMPANY
Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for Directors, KMP and all other employees of the Company. As part of the policy, the Company strives to ensure that:
The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;
Relationship between remuneration and performance is clear and meets appropriate performance benchmarks.
Remuneration to Directors, KMP and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. Policy relating to the nomination and remuneration of the company is available on the website of the company www.lexustile.com
DETERMINATION OF MATERIALITY OF INFORMATION & EVENTS
From the point of Listed entity, investors of the entity of the also expecting more and more information for the company, so under this policy the management of the company determines the material events of the company and disclosed them for their investors.
Under this policy company may decide all those events and information which are material and important that is compulsory to be disclosed for the investors about the company, policy related to this is available at the website www.lexustile.com
PRESERVATION OF DOCUMENTS
The Corporate records need to be kept at the places and manner defined under the Act, policy relating to that for the safe keeping of the documents is available on website www.lexustile.com
POLICY ON RELATED PARTY TRANSACTIONS
The Objective of the Policy is to set out:
(a) The materiality thresholds for related party transactions; and
(b) The manner of dealing with the transactions between the Company and its related parties based on the Act, your company adopted this policy for dealing with parties in a transparent manner available at the website of the company www.lexustile.com
TERMS AND CONDITIONS FOR APPOINTMENT OF INDEPENDENT DIRECTORS
Independent directors are the key part of the board according to the Schedule IV to the Companies Act, 2013 they are skilled, experienced and knowledgeable persons, they are required on
the board to take improved and better decisions policy relating to the appointment will be help full for the board policy of the company is available at the website www.lexustile.com
This policy deals with the retention and archival of the corporate record, these records are prepared by the employees of the company under this policy any material information relating to the company shall be hosted on the website of the company for the investors and public and remain there for period of five year. The policy of the company for the access is available on the website www.lexustile.com
CODE OF CONDUCT OF INDEPENDENT DIRECTORS
Independent Directors are the persons who are not related with the company in any manner.A code of conduct is required for them for their unbiased comments regarding the working of the company. They will follow the code while imparting in any activity of the company. The policy deals with the code of conduct of the Independent Directors, their duties and responsibilities towards the company, is available at the website www.lexustile.com
RISK ASSESSMENT AND MANAGEMENT
Risk is the part of the every ones life, while running any business many kinds of risks are involved. To minimise the business risk and all the factors that will negatively effects the organization every company tries to follows a certain procedure for the forecasting of the risk and its management. Policy relating to this is available on the website www.lexustile.com
WHISTLE BLOWER AND VIGIL MECHANISM:
While running the big organization there are certain good and bad things may be happened in order to control the fraud, misconduct and malpractices. This procedure is adopted by the company and reporting of this procedure is done under the vigil mechanism, by adopting this kind of system company can control the unethical acts and practices. The policy relating to this is available at the website www.lexustile.com
PREVENTION OF SEXUAL HARRASSMENT
It has been an Endeavour of the Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them. The Company has policy against sexual harassment.
The company has issued 640 rated, unlisted, redeemable unsecured non-convertible debentures on Private Placement Basis of Rs. 100,000 each for a total Nominal Value of Rs. 6,40,00,000 for a tenure of 38 months with a coupon rate of 13.08%.
CHANGE IN THE NAME OF THE COMPANY
During the financial year a special resolution was passed in the Extra-Ordinary General Meeting of the members of the Company held on Thursday the 13th April 2017 for conversion of company from Private Limited to Limited. Further, the name of the company was changed from Lexus Granito (India) Private Limited to Lexus Granito (India) Limited, as certificate of name change is received from ROC Ahmedabad on 13th April 2017.
Conversion into Public Company
The Company was a private limited company at the beginning of Financial Year 2017-18 named as "Lexus Granito (India) Private Limited" and it was desirous of being listed on stock exchange hence a special resolution was passed unanimously by the members in the extra-ordinary general meeting on 13th April, 2017 for conversion of the company into a public company and was subsequently approved by the Registrar of Companies, Ahmedabad by issuing a fresh Certificate of Incorporation in the favor of the Company. Hence, the company was successfully converted into a public company namely "Lexus Granito (India) Limited".
USE OF PROCEED OF IPO
The net proceeds from the public issue received by the Company after deducting estimated expenses was approximately Rs 23,64,00,112. The whole of proceeds received from IPO was utilized in meeting the working capital requirements of the company as stated in the prospectus of the company.
The company has obtained Compliance Certificate from Mr. Dilipbhai N Fultariya, Chief Financial Officer of the company, pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year 2017-18 was placed before the Board of Directors of the Company and is attached as Annexure-X to this Report.
DECLARATION AFFIRMING COMPLIANCE WITH CODE OF CONDUCT
I hereby confirm and declare that all the Board Members and Senior Management Personnel have individually affirmed compliance with the Code of Conduct adopted by the Company for the Financial Year ended 31st March, 2018 being attached to this report as Annexure-XII
Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central & State Government, Local Authorities, Clients, Vendors, Advisors, Consultants and Associates at all levels for their continued guidance and support. Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the Company.
|(WHOLE TIME DIRECTOR)|
NOMINATION & REMUNERATION POLICY
This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act, 2013 read along with the applicable rules thereto and Listing Agreement, as amended from time to time. This policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.
CONSTITUTION OF THE COMMITTEE
The Board of Directors of the Company (Board) constituted the committee to be known as the Nomination and Remuneration Committee consisting of three non-executive directors out of which two shall be the Independent Directors. The Chairman of the Committee shall be an Independent Director.
OBJECTIVE AND PURPOSE OF THE POLICY
The objective of the policy is to ensure that-
(a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(c) Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.
ROLE OF THE COMMITTEE:
The role of the NRC will be the following:-
(a) To formulate criteria for determining qualifications, positive attributes and independence of a Director.
(b) To formulate criteria for evaluation of Independent Directors and the Board.
(c) To identify persons who are qualified to become
Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.
(d) To carry out evaluation of Directors performance.
(e) To recommend to the Board the appointment and removal of Directors and Senior Management.
(f) To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.
(g) To devise a policy on Board diversity, composition, size.
(h) Succession planning for replacing Key Executives and overseeing.
(i) To carry out any other function as is mandated by the Board from time to time and/or enforced byany statutory notification, amendment or modification, as may be applicable.
(j) To perform such other functions as may be necessary or appropriate for the performance of its duties.
APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT
The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his/her appointment, as per Companys Policy. A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient/satisfactory for the position.
The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders bypassing a special resolution.
Managing Director/Whole Time Director
The Company shall appoint or re-appoint any person asits Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.
An Independent Director shall hold office for a term upto five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.
No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three yearsof ceasing to become an Independent Director.
Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.
At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.
The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary.
The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.
The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management
Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.
POLICY FOR REMUNERATION TO DIRECTORS/KMP/ SENIOR MANAGEMENT PERSONNEL
Remuneration to Managing Director/Whole Time Director:
The Remuneration/Commission etc. to be paid to Managing Director/Whole-time Directors, etc. shall be governed as per provisions of the Companies Act,2013and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.
The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, asit may consider appropriate with regard to remuneration to Managing Director/Whole- time Directors.
Remuneration to Non-Executive /Independent Director:
The Non-Executive/Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.
All the remuneration of the Non-Executive/Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197(5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.
An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.
Any remuneration paid to Non-Executive/Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:.
(i) The Services are rendered by such Director in his capacity as the professional; and
(ii) In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.
The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/Purchase Schemes, shall determine the stock options and other share based payments to be made to Directors (other than Independent Directors).
Remuneration to Key Managerial Personnel and Senior Management:
The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive any, incompliance with the provisions of the Companies Act, 2013 and in accordance with the Companys Policy.
The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/Purchase Schemes, shall determine the stock options and other share based payments to be made to Key Managerial Personnel and Senior Management.
The Fixed pay shall include monthly remuneration, employers contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.
The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.
The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate. The Committee may Delegate any of its powers to one or more of its members.
|NILESH BABUBHAI DETROJA|
|(WHOLE TIME DIRECTOR)|
|ANIL KUMAR BABULAL DETROJA|
"DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT. 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014
1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company along with Percentage increase in each director, CEO, CFO, Manager and CS for the financial year 2017-18:
|Sr. No.||Name of the Director & KMP s||Designation||Ratio of the Remuneration to the Median Remuneration to the Employees||Percentage Increase in the Remuneration
|1||Babulal Mahadevbhai Detroja||Whole- Time Director||381.82||133.33%|
|2||Nilesh Babubhai Detroja||Whole- Time Director||381.82||133.33%|
|3||Hitesh Babulal Detroja||Whole-Time
|4||Parulben Nileshbhai Detroja||Whole-Time
|5||Anilkumar Babulal Detroja||Managing Director||381.82||133.33%|
|6||Dilipbhai N Fultariya||Chief Financial Officer||36.71||NA|
Mr. Dilip N Fultariya (CFO) were appointed as on 04.05.2017 and Miss. Megha Singh (CS) was appointed on 12.04.2017. Further, Miss. Megha Singh resignded from the said Post and Mrs. Payai Jain was appointed as the Company Secretary w.e.f. 02.06.2017.
* The Non-Executive Directors and Independent Directors of the Company are entitled for sitting fee as per the statutory provisions of the Companies Act 2013.
* The median was calculated on the CTC Basis.
1. The median remuneration of employees of the Company during the financial year (2017-18) was Rs. 22,000/-
2. The percentage Increase in the medina remuneration of the employees in the FY (2017-18): N.A.
3. There were 182 permanent employees on the rolls of Company as on March 31,2018.
4. Key parameters for the variable component of Remuneration availed by the Directors: There is no variable component of remuneration avail by the Directors.
5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
a Average Increase in median salary of the companys employees excluding KMPs: NA a Average Increase in the remuneration of KMPs: NA
a The total managerial remuneration for the Financial Year 2016-17: Rs. 1.44 Crores a The total managerial remuneration for the Financial Year 2017-18: Rs. 3.47 Crores
6. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
|Place: Morbi||ANILKUMAR BABULAL DETROJA||NILESH BABUBHAI DETROJA|
|Date: 18.08.2018||(MANAGING DIRECTOR)||(WHOLE TIME DIRECTOR)|
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
A. CONSERVATION OF ENERGY
Energy conservation is very important for the company and therefore energy conservation measures are undertaken wherever practicable in its plant and attached facilities. The company is making every effort to ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient equipments with latest technologies. Maintenance and repairs of all equipment and machineries are carried out timely to ensure optimum energy efficiency.
B. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION:
The Company continuous to use the latest technologies for improving the productivity and quality of its products and services. Our R&D and technical experts constantly visit international markets to identify and keep pace with the latest technological available.
Benefits derived through such efforts:
(a) The Company has developed a culture of staying informed about the latest developments in related technology as well as constantly updating our equipment and processes. Such innovations have led us to be in the forefront amongst our competitors.
(b) Technology absorption efforts have not only allowed us to develop new products but also improve our existing ones.
FOREIGN EXCHANGE EARNING & OUTGO:
The company mainly has its dealings with Dubai, Canada, Mexico, Nepal, Taiwan, Poland, etc.
|1. Total foreign exchange used out go.||21,22,869.00||-|
|2.Total foreign exchange earned||88,48,83,554.00||1,09,77,11,329.00|
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules,
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part "A": Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.)
|2.||Name of the subsidiary|||
|3.||The date since when subsidiary was acquired|||
|4.||Reporting period for the subsidiary concerned, if different from the holding companyDs reporting period|
|5.||Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries|
|7.||Reserves & surplus|||
|12.||Profit before taxation|||
|13.||Provision for taxation|||
|14.||Profit after taxation|||
|16.||Extent of shareholding (In percentage)|||
Part "B": Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
|Name of associates/Joint Ventures||Lexus Ceramic Private Limited||Lioli Ceramica Private Limited|
|1. Latest audited Balance Sheet Date||31.03.2018||31.03.2018|
|2. Date on which the
Associate or Joint Venture was associated or Acquired
|April 27, 2007||October 28,2016|
|3. Shares of Associate/Joint Ventures held by the company on the year end|
|Amount of Investment in Associates/Joint Venture||1,11,95,000||16,01,45,000|
|Extend of Holding (In percentage)||48.62%||30.40%|
|4. Description of how there is significant influence||
Hitesh Detroja, Nilesh Detroja, AnilkumarDetroja, Babulal MahadevbhaiDetroja, ParulbenNileshbhaiDetroja are directors of Lexus Granito (India) Limited and collectively holds 11,19,500 equity shares constituting 48.62% of total number of equity shares in Lexus Ceramic Private Limited. Hitesh Detroja, Nilesh Detroja, Babulal Mahadevbhai Detroja and Parulben Nileshbhai Detroja also serve as directors in the Company.
Hitesh Babulal Detroja, Nilesh BabubhaiDetroja, Babulal MahadevbhaiDetroja and Anilkumar Babulal Detrojaare directors of Lexus Granito (India) Limited and collectively holds 1,60,14,500 equity shares constituting 30.40% of total number of equity shares in LioliCeramica Private Limited. Hitesh Babulal Detroja, Nilesh Babubhai Detroja, Anilkumar Babulal Detroja also serve as directors in the Company
|5. Reason why the
associate/joint venture is not consolidated
|Not required as per Law.||Not required as per Law.|
|6. Net worth attributable to shareholding as per latest audited Balance Sheet|
|7. Profit/Loss for the year|
|i. Considered in Consolidation|||||
|ii. Not Considered in Consolidation||||(1.71)|
COMMITTEES OF THE BOARD
The Board of Directors has constituted four Committees, viz.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
1. AUDIT COMMITTEE
The Audit Committees composition meets with the requirement of Section 177 of the Companies Act, 2013 and Regulation 18 of the "SEBI LODR "Regulations 2015. The Members of the Audit Committee possesses financial / accounting expertise / exposure. The Audit Committee comprised of 3 members as on 31st March, 2018. The Company Secretary is the Secretary and Compliance Officer of the Committee.
The detail of the composition of the Audit committee along with their meetings held/attended isasfollows:
Attendance at the Committee Meeting held on
|Name of the Member||Position||Status||02.09. 2017||06.10. 2017||14.11. 2017||03.01. 2018||19.01. 2018||28.03.2 018|
|Mr. Jitendra Rasiklal Gadara||Chairman||Non-Executive Independent Director||Yes||Yes||Yes||Yes||Yes||Yes|
|Mr. Yagneshkum ar Ramjibhai Adroja||Member||Non-Executive Independent Director||Yes||Yes||Yes||Yes||Yes||Yes|
|Mr. Anilkumar Babulal Terms of Referenc||Member||Managing Director||Yes||Yes||Yes||Yes||Yes||Yes|
The terms of reference of the Audit Committee are as under:
1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors
4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:
I. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
ii. Changes, if any, in accounting policies and practices and reasons for the same;
iii. Major accounting entries involving estimates based on the exercise of judgment by management;
iv. Significant adjustments made in the financial statements arising out of audit findings;
v. Compliance with listing and other legal requirements relating to financial statements;
vi. Disclosure of any related party transactions;
vii. Qualifications in the draft audit report.
5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval.
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
7. Review and monitor the auditors independence, performance and effectiveness of audit process.
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
14. Discussion with internal auditors any significant findings and follow up there on.
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.
19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board;
20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
21. To investigate any other matters referred to by the Board of Directors;
22. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
The Audit Committee also reviews the following information:
a. Management discussion and analysis of financial information and results of operations;
b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;
c. Management letters / letters of internal control weaknesses issued by the statutory auditors;
d. Internal audit reports relating to internal control weaknesses; and
e. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.
2. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committees Composition meets with the requirement of Section 178 of the Companies Act, 2013 and Regulation 19 of the "SEBI LODR "Regulations" 2015. The Members of the Nomination committee possesses sound knowledge / expertise / exposure. The Committee comprised of 3 members as on 31st March, 2018. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of the composition of the Nomination & Remuneration committee along with their meetings held/attended is as follows:
|Name of the Member||Position||Status||
Attendance at the Committee Meeting held on
|Mr. Girish Prabhulal Vadaviya||Chairman||Non-Executive Independent Director||Yes||Yes||Yes|
|Mr. Jitendra Rasiklal Gadara||Member||Non-Executive Independent Director||Yes||Yes||Yes|
|Mr. Yagneshkumar Ramjibhai Adroja||Member||Non-Executive Independent Director||Yes||Yes||Yes|
Terms of Reference
The terms of reference of the "Nomination/Remuneration Committee" are as under:
1. Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to, the remuneration for directors, KMPs and other employees.
2. Identifying persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.
3. Formulation of criteria for evaluation of performance of independent directors and Board of Directors
4. Devising a policy on diversity of board of directors
5. Deciding on, whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors
6. Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors.
7. Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.
8. Decide the amount of Commission payable to the Whole time Director / Managing Directors.
9. Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc.
10. To formulate and administer the Employee Stock Option Scheme.
The company has duly formulated the Nomination and Remuneration Policy which is also available at the company website. The Policy formulated by Nomination and Remuneration Committee includes directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as specified under section 178(3) of the Companies Act, 2013 and same was approved by the Board of Directors of the Company.
3. STAKEHOLDERS RELATIONSHIP COMMITTEE
The stakeholders Relationship Committee meets with the requirement of the section 178 of the Companies act 2013, and regulation 20 of the SEBI LODR "Regulations" 2015. The Stakeholders Relationship Committee is mainly responsible to review all grievances connected with the Companys transfer of securities and redressal of shareholders / investors / security holders complaints. The Committee comprised of 3 members as on 31st March, 2018. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of the composition of the said committee along with their meetings held/attended is as follows:
|Name of the Member||Position||Status||
Attendance at the Committee Meeting held on
|Mr. Yagneshkum ar Ramjibhai Adroja||Chairman||Non Executive Independ ent Director||Yes||Yes||Yes||Yes||Yes|
|Mr. Hitesh Babulal Detroja||Member||Whole Time Director||Yes||Yes||Yes||Yes||Yes|
|Ms. Parulben Nileshbhai Detroja||Member||Whole Time Director||Yes||Yes||Yes||Yes||Yes|
Terms of Reference
The terms of reference of the Stakeholders Relationship Committee are as under:
1. Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the cages in the reverse for recording transfers have been fully utilized.
2. Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.; and
3. Review the process and mechanism of redressal of Shareholders /Investors grievance and suggest measures of improving the system of redressal of Shareholders /Investors grievances.
4. Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.
5.Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.
6.Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time.
7. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting.
8. Carrying out any other function contained in the equity listing agreements as and when amended from time to time.
4.CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee meets with the requirement of the Section 135 and Schedule VII of the Companies Act 2013. The Committee comprised of 3 members as on the date of 31st March, 2018. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of the composition of the said committee along with their meetings held/attended is as follows:
|Name of the Member||Position||Status||
Attendance at the Committee Meeting held on
|Mr. Babulal Mahadevbhai Detroja||Chairman||Whole-Time Director||Yes||Yes||Yes|
|Mr. Girish Prabhulal Vadaviya||Member||Non-Executive Independent Director||Yes||Yes||Yes|
|Mr. Nilesh Babubhai Detroja Terms of Reference||Member||Whole-Time Director||Yes||Yes||Yes|
The terms of reference of CSR Committee shall, inter-alia, include the following:
1. To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013;
2. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the company;
3. To monitor the CSR policy of the Company from time to time;
4. Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time.
The company has duly formulated the Policy on Corporate Social Responsibility which is also available at the company website. The Policy was approved by the Board of Directors of the Company.
|Place: Morbi||ANILKUMAR BABULAL DETROJA||NILESH BABUBHAI DETROJA|
|Date: 18.08.2018||(MANAGING DIRECTOR)||(WHOLE TIME DIRECTOR)|