DIRECTORS REPORT TO THE MEMBERS
Your directors present before you the 43rd Annual Report of your
Company on business & operations together with Audited Financial Statements and the
Auditors Report for the year ending 31st March 2022.
OPERATIONS
During the year under review, the Companys sales were Rs. 568.56
crores (including exports of Rs. 123.05 crores) against sales of Rs. 414.35 crores
(including exports of Rs. 94.70 crores) during the previous year.The production was higher
at 47179 M.T. against 39009 M.T. during the previous year. Margins were under pressure as
raw jute prices remained abnormally high during the financial year. The Covid-19 pandemic
led to the plant running for 6 days instead of 7 days a week during a period from May to
July 2021. The financial results for the 3rd and 4th quarter, however,was much more
seriously affected due to capping of raw jute prices by Jute Commissioners Office at
Rs. 6,500 per quintal when the market prices were substantially higher. The Mills were
forced to seek legal redressal through the Indian Jute Mills Association for correcting
this situation where there was a total mismatch between the raw material prices and the
price at which Government procured jute bags for food packaging. The price control order
was finally withdrawn but much too late.The demand for finished products during the year
under review remained good but the capping of prices of raw jute putpressure on margins In
the current year that is 2022-23, the raw jute crop is expectedto be good and so is the
quality. At the time of writing this report, however,the _oods in the North East of the
country have somewhat dampened the prospects. The company has been proactive in
assessingraw material availability and has been prudent in its buying policy.
The prospects for the current year is positive despite a difficult
beginning.
FINANCIAL SUMMARY
(Rs. in Crores)
| Particulars |
2021-22 |
2020-21 |
| Total Income |
574.62 |
419.30 |
| Profit before Depreciation, Finance Costs, Tax and
Exceptional Items |
30.34 |
14.88 |
| Finance Costs |
(6.43) |
(7.32) |
| Depreciation and amortization |
(8.51) |
(7.55) |
| Exceptional items |
- |
- |
| Profit before tax |
15.40 |
0.01 |
| Tax expenses |
3.73 |
(0.02) |
| Profit for the Year |
11.67 |
(0.03) |
| Other Comprehensive income for the year, net of tax |
1.58 |
0.49 |
| Total Comprehensive income for the year |
13.25 |
0.52 |
DIVIDEND
The Board of Directors recommends, for consideration of shareholders at
the Annual General Meeting, a Dividend @ 20% (Rs. 2 per share) on Equity Shares of Rs.10/-
each for the year ended 31st March 2022.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)
Pursuant to the provisions of Section 124(5) of the Companies Act,
2013, dividend which remains unpaid or unclaimed for a period of seven years from the date
of its transfer to unpaid dividend is required to be transferred by the Company to
Investor Education and Protection Fund (IEPF), established by the Central Government under
the provisions of Section 125 of the Companies Act, 2013. The amount transferred to IEPF
was Rs. 7,95,384 during the year 2021-22.
TRANSFER TO RESERVES
The Company has not transferred any amount to General Reserves during
the current year.
BOARD MEETINGS
The Board of Directors met 4 (Four) times i.e., 06.05.2021, 09.08.2021,
12.11.2021 & 27.01.2022 during this financial year.
SUBSIDIARY COMPANY
The Company has no subsidiary, joint venture, or associate Companies.
PUBLIC DEPOSIT
Your Company has not accepted any deposits from public in terms of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014.
INTERNAL FINANCIAL CONTROL
The Board of Directors (Board) has devised systems, policies, and
procedures / frameworks, which are currently operational within the Company for ensuring
the orderly and efficient conduct of its business, which includes adherence to
Companys policies, safeguarding assets of the Company, prevention and detection of
frauds and errors, accuracy and completeness of the accounting records and timely
preparation of reliable financial information. In line with best practices, the Audit
Committee and the Board reviews these internal control systems to ensure they remain
effective and are achieving their intended purpose. Where weaknesses, if any, are
identified because of the reviews, new procedures are put in place to strengthen controls.
These controls are in turn reviewed at regular intervals.
CREDIT RATING
CARE Ratings Limited has assigned long-term rating of CARE A-; Stable
(Single A Minus; Outlook: Stable) and short-term rating of CARE A2+ (A Two Plus) to the
Company for the working capital and term loan facilities availed by the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company Mr. Rajya Vardhan Kanoria (DIN: 00003792), Director
of the Company retires by rotation at the conclusion of the forthcoming Annual General
Meeting, and being eligible offers himself for reappointment. Mr. Biswajit Choudhuri,
Independent Director ceased to be the Director of the Company with effect from 22nd
October 2021 as he unfortunately passed away. Mr. Manoj Mohanka was appointed as an
Additional Director (Independent) in their Board Meeting held on 27th January 2022 w.e.f.
27th January 2022 and was regularized by approval of shareholders via Postal Ballot dated
30th March 2022. Mr. Tonmoy Bera was re-appointed as Managing Director for another term of
5 years in their Board Meeting held on 12th November 2021 w.e.f. 1st February 2022 and was
regularized by approval of shareholders via Postal Ballot dated 30th March 2022. None of
the Directors of the Company are disqualified for being appointed as a Director, as
specified in Section 164(2) of the Companies Act, 2013.
I. Declaration from Independent Directors
The Company has received necessary declarations from each Independent
Director of the Company under Section 149(7) of the Companies Act, 2013 that they meet the
criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 &
Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015.
II. Nomination and Remuneration Policy
The Company follows a policy on Nomination and Remuneration of
Directors and Senior Management Employees. The Nomination and Remuneration Committee
reviews the composition and diversity of the Board, keeping in view the requirements of
Companies Act, 2013 and SEBI (LODR) Regulations, 2015 recommends to the Board,
appointment/re-appointment of eligible personnel including their terms of appointment and
remuneration. The Nomination and Remuneration Policy including criteria for determining
qualifications, positive attributes and independence of a director has been formulated.
The said policy may be referred to on the Companys website i.e., www.ludlowjute.com.
The performance of the Board has been evaluated as per the policy laid
down in that regard.
III. Ratio of Remuneration of each Director
Details of Ratio of Remuneration of each Director to the median
employees remuneration is annexed as Annexure - III, forming part of this Report.
AUDITORS
(i) Statutory Auditors
M/s. J K V S & Co., Chartered Accountants, (Firm Registration No.
318086E) was appointed as Statutory Auditor of the Company for a term of 5 years in their
Annual General Meeting held on 4th September 2017, which shall expire in the forthcoming
Annual General Meeting. The Firm who is eligible for re-appointment had also expressed
their willingness for being re-appointed as Statutory Auditor for another term of 5 years,
upon being offered by the Company. The Board recommended the re-appointment of M/s. J K V
S & Co., Chartered Accountants, (Firm Registration No. 318086E) for another term of 5
years, subject to approval of shareholders.
(ii) Cost Auditors
Pursuant to Section 148 of the Act, the Board, on the recommendation of
the Audit Committee, has approved the appointment of M/s SPK Associates, Cost Accountants
(Firm Registration No. 000040), Kolkata, as the Cost Auditors for conducting the audit of
the cost records of the Company for the fnancial year ending on 31 March 2023, at a
remuneration of Rs. 35,000/- (Rupees Thirty-Five Thousand Only) plus taxes and
reimbursement of travelling and other incidental expenses, subject to approval of
shareholders, as may be incurred in connection with the Cost Audit of the Company.
(iii) Secretarial Auditor
Pursuant to Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Sachin
Kumar, (ACS - 14154) Practising Company Secretary to conduct Secretarial Audit of the
Company for the fnancial year 2021-22. The Secretarial Audit Report for the fnancial year
2021-22 is provided as an Annexure to this Report in Annexure - II. The Report does not
contain any qualifcation, reservation or adverse remark.
FRAUD REPORTING
During the year under review, the Auditors have not reported any matter
under section 143(12) of the Companies Act, 2013, therefore no details is required to be
disclosed under Section 134(3) of the Companies Act, 2013.
CORPORATE GOVERNANCE
The Company has complied with the corporate governance requirements
under the Companies Act, 2013 and as stipulated under the SEBI (Listing Obligations &
Disclosure Requirements), Regulations 2015, a separate section on corporate governance
along with a certificate from the statutory auditors of the Company confirming the
compliance, is annexed as Annexure - V and forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report is annexed and forms part of
this Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Companies Act,
2013, with respect to Directors Responsibility Statement, it is hereby confirmed:
(i) That in the preparation of the annual accounts for the financial year ended 31st
March, 2022, the applicable Indian Accounting Standards (Ind AS) had been followed; (ii)
That the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were responsible and prudent so as to give a true
and fair view of the state of affairs of the Company at the end of the financial year and
of the profit/loss of the Company for that period; (iii) That the Directors have taken
proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March, 2022, on ‘a going concern basis;
(v) That the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and
operating effectively;
(vi) That 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.
RISK AND MITIGATING STEPS
The Company has identified various risks faced from different areas. As
required under the SEBI (Listing Obligations & Disclosure Requirements), Regulations
2015, the Board has adopted a Risk Management Policy whereby a proper framework is set up.
Appropriate structures are present so that risks are inherently monitored and controlled.
A combination of policies and procedures attempts to counter risk as and when they evolve.
The Company has also formed a Risk Management Committee which monitors
the risk elements and mitigation procedures at periodical intervals. The constitution and
terms of reference are set out in details in the Corporate Governance Report. The risks
and its mitigating factors are discussed by the Committee and subsequently placed before
the Board.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134(3)(m) of
the Companies Act 2013, read with Rule 8 of the Companies (Accounts) Rules 2014, regarding
conservation of energy, technology absorption and foreign exchange earnings and outgo is
annexed as Annexure – I, forming part of this Report.
AUDIT COMMITTEE
The Audit Committee of the Board has been constituted in terms of SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 177 of
the Companies Act, 2013. The constitution and other details of the Audit Committee are
given in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee of the Board has been
constituted in compliance with the provisions of Companies Act, 2013 as amended from time
to time. The constitution and other details of the Corporate Social Responsibility
Committee are given in the Corporate Governance Report. The said policy may be referred to
on the Companys website i.e., www.ludlowjute.com. The Company wishes to inform the
members that it is aware and taking care of its social responsibilities and during the
year the gross amount spent by the Company as CSR expenditure is Rs. 5.29 lakhs. In terms
of provisions under Section 135 of the Companies Act, 2013, the CSR expenses to be
incurred by the Company during the year 2021-22 was Rs. 5.29 lakhs.
The annual report on CSR activities, in terms of Rule 8 of Companies
(Corporate Social Responsibility Policy) Rules, 2014, is provided in Annexure-IV forming
part of this report.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
The Company has not given any loan, guarantee or made any investments
exceeding sixty per cent of its paid-up share capital, free reserve and securities premium
account or one hundred per cent of its free reserves and securities premium account,
whichever is more, as prescribed in Section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGENMENTS WITH RELATED PARTY
A Related Party Policy has been devised by the Board of Directors for
determining the materiality of transactions with related parties and dealings with them.
The said policy may be referred to at the website of the Company i.e., www.ludlowjute.com.
The Audit Committee reviews all related party transactions quarterly. Necessary approval
of the Audit Committee and the Board of Directors were taken as and when required. Further
the members may note that the Company had entered into the following related party
transactions at arms length price:
• Property taken on lease from Kirtivardhan Finvest Services
Limited.
• Availing of services like maintenance, upkeep, allied services
and facilities, amenities, etc., from Belvedere Gardens Limited.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
A Vigil Mechanism/Whistle Blower Policy has been formulated by the
Company for its Directors and Employees. The policy allows intimation by affected persons
in good faith of any concern or misconduct through a written communication. The Audit
Committee oversees the Vigil Mechanism for disposal of the complaints. The said policy may
be referred to on the Companys website i.e., www. ludlowjute.com.
PARTICULARS OF EMPLOYEES
No employee of the Company was in receipt of remuneration exceeding the
limit as prescribed under Section 134 of the Companies Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS / COURTS / TRIBUNAL
IMPACTING THE COMPANYS GOING CONCERN STATUS & OPERATIONS IN FUTURE
During the period under review, no significant and material orders
passed by the regulators or courts or tribunals impacting the going concern status and
Companys operations in the future.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by The
Institute of Company Secretaries of India.
ENVIRONMENT AND SAFETY
Green business practices is the buzzword today. Your Company firmly
believes in environment protection and conservation of natural resources to the extent
possible. We have taken initiatives to produce eco-friendly products while complying with
environment and pollution standards. Safety, in all aspects of manufacturing, is given
full attention by the Company. The safety systems of the company were put to test during
the year with the Covid 19 pandemic. As mentioned earlier the management and employees
rose to the occasion and ensured a disciplined and organised system to keep our workplaces
safe.
The Company is also certified under ISO 14001:2004 for its
Environmental Management Systems.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Companys policy on prevention of sexual harassment of women
provides for the protection of women employees at the workplace and for prevention and
redressal of such complaints. There were no complaints pending for the redressal at the
beginning of the year and no complaints received during the financial year.
ANNUAL RETURN
Annual Return of the Company is available on Companys Website
i.e., www.ludlowjute.com
HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS
The Companys human resources development is founded on a strong
set of values. The policies seek to instil spirit of trust, transparency, and dignity
among all employees. The Company continues to provide ongoing training to its employees at
different levels. Industrial relations with employees and workers across all locations of
the Company continued to be cordial during the year.
APPRECIATION
Your Directors take this opportunity to express their grateful
appreciation for the co-operation and guidance received from the Regulators, Central &
State Govts., Bankers as well as the Shareholders during the year. Your Directors also
wish to place on record their appreciation for the devoted and dedicated service rendered
by all the employees of the Company.
|
For and on behalf of the Board |
For and on behalf of the Board |
|
Rajya Vardhan Kanoria |
Tonmoy Bera |
| Date: 7th May 2022 |
Chairman |
ManagingDirector |
| Place: Kolkata |
DIN: 00003792 |
DIN: 08342972 |
+91-9892691696
