Ludlow Jute & Specialities Ltd Management Discussions.

Industry Structure and Developments

The jute industry has invested significantly in the recent past to improve efficiency and also towards modernization, Diversification. Lots of step taken to control increasing labour cost to compete with Bangladesh. Opportunities Acceptance of jute product are increasing, due to its biodegradability as well as eco-friendly nature. We have seen its versatile applications in life style and promotional bags, decoratives, geo-textile, apparels, upholstery furnishings, composites, technical textiles etc. Number of R&D works are still continuing in these fields. Industries are also taking advantages of such developments. Threats / Risks and Concerns Some major areas of risk and concerns:

a) Reduction in conversion cost is always a threat to the industry to compete in domestic as well as export market.

b) Still industry is searching the way out to control abnormal absenteeism despite of a substantial hike in minimum wages along with attendance bonus. All efforts have no impact on such absenteeism.

c) The movement of migrant workmen to their native states will decrease further in capacity utilization.

d) Despite of its eco-friendly nature and ability to with stand multiple use, jute industry is forced to plead its case each year for extension of JPM Act, 1987. Industry is now in a threat for dilution again.

e) Industry will face lots of trouble in the year 2020-2021 due to the impact of Covid-19.

f) Due to lockdown of jute industry (though it comes under essential commodity act) requirement of raw jute, in the industry, has been reduced drastically which will cause added losses on those mills who are maintaining adequate raw jute stock for better running of the mill. In the next year (2020-2021), it is expected lower jute price due to the prediction of better yield of jute crop as well as a substantial carry forward of raw jute bales to the next year (around 25-30 lakh bales). Segment-wise or Product-wise Performance The Company is engaged in single segment product i.e., manufacturing and sale of Jute Goods, therefore, Ind AS 108 regarding ‘segment reporting has not been disclosed. Outlook Good agricultural production in India is expected to further boost demand for jute products in the medium term. With increased focus on better farmer income and assurance of a remunerative Minimum Support Price, demand for packaging products would sustain. Continuous increase in jute prices from Q1 to Q4 during financial year 2019-2020 was not favorable for the industry in face of competition from other natural fiber as well as plastic. However, the price of raw jute will be lower in the coming year as predicted. The usage of jute products can be expected more against the pollution threat for plastic bags. Internal Control System and Their Adequacy The Company has adequate internal control procedures, which provide reasonable assurance with regard to safeguarding the Companys assets, preventing revenue leakages, promoting operational efficiency by cost control and compliance with various statutory provisions. Audit reports are placed before the Audit Committee on a periodical basis, for review. The Committee actively reviews the adequacy and effectiveness of the internal control systems which are well supplemented by surveillance of Internal Auditors. The Companys Internal Financial Controls have been diligently studied and the required systems are in place. Industrial Relations Front Your Company maintained good industrial relations during the year under review. In addition to various staff welfare schemes, a renewed focus on sanitation and hygiene have been implemented. Financial Performance with respect to operational performance During the year under review, the Companys sale was % 409.58 crores (including exports of % 54.65 crores) against sales of % 362.18 crores (including exports of % 55.38 crores) during the previous year. The production was higher at 47,783 M.T. against 44,800 M.T. during the previous year. Margins were under pressure as raw jute prices remained high during the financial year.

Key Financial Ratios

Particulars 31.03.2020 31.03.2019
Debtor Turnover Ratio 12,93 11.44
Inventory Turnover Ratio 3.53 4.13
Interest Coverage Ratio 2.94 248
Current Ratio 111 1.23
Debt Equity Ratio 0.11 0.12
Operating Profit Margin Ratio (%) 4.89 3.62
Net Profit Margin Ratio (%) 1.20 0.42
*Return on Networth (%) 3.09 0.98

*The Return on Net Worth have increased for the year ended 31st March 2020 due to higher turnover.

There has been significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in the key financial ratios during the year under review. Cautionary Statement Statements made in this section of the report are based on the prevailing position in the jute industry and market conditions. Actual results might differ from what we perceive with respect to Companys outlook and performance.

For and on behalf of the Board For and on behalf of the Board

Rajya Vardhan Kanoria Tonmoy Bera Chairman Managing Director DIN: 00003792 DIN: 08342972

ANNEXURE

Information under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and Rule 8(3) of Companies (Accounts) Rules, 2014 and forming part of the Boards Report. CONSERVATION OF ENERGY: As reported earlier, the Company accords high priority to Energy Conservation. (a) During the year, the Company has taken various measures to economize on Electricity consumption by -

> Replaced old IE2 Motor with new Energy efficient IE3 Motor in 10-15% old machinery in each department for Power Saving.

> Replaced 10 nos. of old Spinning Machine with new Spinning Machines equipped with Siemens IE3 Motor & VFD Drive. Power consumption reduced 8-10% in each Spinning Frame.

> Replacement of 36W Tube lights with Energy Efficient 18W high lumen LED Tube Light for better illumination & to save power.

> Replacement of old 2 nos. x 2T each Lancashire Boiler with 1 no. 6TPH CPD60 COMBIPAC THERMAX BOILER on Jute Caddies /Rice Husk to increase Steam production & to minimize Steam Cost.

> New IBR Steam Pipe Line installed with Omega Bends and Steam traps by replacing age old Steam Pipe Line. This results Steam quality improvement & to reduce Steam line losses.

> For making optimum use of natural lighting during day time, we have started installation of 5-7% transparent Polycarbonate Sheet on roof in Godowns to save electricity.

> In Process House installed new generation Fabric Dyeing Machinery with VFDs & Energy Efficient Motor to save power.

> New 120 KLD ETP installed with Decanter Aldec-10 to remove colour & chemical in discharged Dye House water to save water pollution.

> Schedule major Overhauling of 50% Compressors & DG Set to make them energy efficient.

> Replaced old Sizing Machine with new generation Sizing Machine equipped with AC Drive & PLC Control to achieve Power Saving & higher productivity.

(b) Investments on continuous basis for the purpose of Energy Conservation. TECHNOLOGY ABSORPTION: Research & Development (R & D)

(a) Absorption of technology: The Company is a member of the Indian Jute Industries Research Association (JIRA) and National Jute Board (NJB), the prime Research bodies for the Jute Industry and is getting the benefits thereof. The Company keeps track of technological development in plant and machineries which are useful for Jute Industry and takes required measures for upgradation.

(b) Benefit and future plan of action: The Company derives benefits by value addition and being able to control costs.

(c) Expenditure on R & D: The Company contributes to the Indian Jute Industries Research Association for Research and Development. Development of new products to meet new customer requirements is an ongoing process. FOREIGN EXCHANGE EARNINGS AND OUTGO: (a) Export activities: During the year under review, the FOB value of the exports of the Company was R 5310 lakhs as against 5383 lakhs in the previous year. (b) Total foreign exchange used and earned:

Used % 6152 lacs
Earned % 5310 lacs
For and on behalf of the Board For and on behalf of the Board
Rajya Vardhan Kanoria Tonmoy Bera
Chairman Managing Director
DIN: 00003792 DIN: 08342972

Date: 15th June 2020 Place: Kolkata

Form No. MGT-9 EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31.03.2020

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

L REGISTRATION AND OTHER DETAILS:

i) CIN L65993WB1979PLC032394
ii) Registration Date 04.12.1979
iii) Name of the Company Ludlow Jute & Specialities Limited
iv) Category / Sub-Category of the Company Company Limited by shares
v) Address of the Registered office and contact details KCI Plaza, 4" Floor, 23C Ashutosh Chowdhury Avenue,
Kolkata 700019
Telephone : (033) 4050 6300/6330/31/32
Fax Number : 91-33-4050-6333
Email Address : info@ludlowjute.com
Website : www.ludlowjute.com
investors.grievance@ludlowjute.com
vi) Whether listed company? Yes / No Yes
vii) Name, Address and Contact details of Registrar and MCS Share Transfer Agent Limited
Transfer Agent, if any 383 Lake Gardens, 1st Floor, Kolkata 700 045
Telephone : (033) 4072 4051/52/53
Fax Number: (033) 4072 4050
E-mail ID: messta@rediffmail.com
Website: www.mcsregistrar.com
CIN: U67120WB2011PLC165872

I. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

SI. No . Name and Description of Main Product/Services NIC Code of the Product/ service % to total turnover of the company
1. Jute 13139 100%

Ill. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SI. No Name And Address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of held shares Applicable Section of Companies Act, 2013
1. RV Investment & Dealers Limited U65993WB1972PLC028595 Holding 62.35 2(46)
KCI Plaza, 7th Floor, 23C Ashutosh Chowdhury Avenue, Kolkata 700 019

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding

Category of

No. of Shares held at the beginning

of the year

No. of Shares held

at the end of the year

Shareholders Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
A. Promoters
(1) Indian
a) Individual/ HUF 10300 10300 0.0956 10300 10300 0.0956
b) Central Govt or
State Govt (s)
c) Bodies Corp. 7228908 7228908 67.1013 7228908 7228908 67.1013
d) Banks/Fl
e) Any Other
Sub-total (A) (1) 7239208 7239208 67.1969 7239208 7239208 67.1969
(2) Foreign
a) NRIs - Individuals
b) Other - Individuals
c) Bodies Corp.
d) Banks/ Fl
e) Any Other...
Sub-total (A) (2)
Total shareholding of 7239208 7239208 67.1969 7239208 7239208 67.1969
Promoter (A) =
(A)(1) + (A)(2)
B. Public Shareholding
1. Institutions
a)) Mutual Funds 188 188 0.0017
b) Banks/FI 500 500 0.0046
c) Central Govt or State
Govt(s) 217811 217811 240912 240912
d) Venture Capital Funds
e) Insurance Companies
f) Fils
g) Foreign Venture
Capital Funds
h) Others (specify)
Sub-total (B)(1) 217811 500 218311 2.0264 241100 500 241600 2.2425 0.2161
2.Non-Institutions
a) Bodies Corp.
i) Indian 317134 15500 332634 3.0874 348787 15500 364287 3.3814 0.294
ii) Overseas 45635 45635 0.4236 51843 51843 0.4812 0.0576
b) Individuals
i) Individual shareholders holding nominal share capital upto & 1 lakh 708983 1565167 2274150 21.1094 1620125 662721 2282846 21.1902 0.0808
ii) Individual shareholders holding nominal share capital in excess of 71 lakh 663172 663172 6.1558 593326 593326 5.5074 0.6484
c) Others (specify) 10 10 0.0001 10 10 0.0001
Sub-total (B)(2):- 1071762 2243839 3315601 30.7763 2614091 678221 3292312 30.5603
Total Public Shareholding (B) = (B)(1) + (B)(2) 1289573 2244339 3533912 32.8027 2855191 678721 3533912 32.8028
C. Shares held by Custodian for GDRs & ADRs
(GrandTotal (A+B+C 8528781 2244339 10773120 100 10094399 678721 10773120 100
SI. No Shareholders Name

Shareholding at the beginning of the year

Shareholding at the

end of the year
% of total No shares . of sharesofthe Company %ofShares pledged/ encumbered to total shares No.of Shares %of total Shares of the Company % of Shares pledged/ encumbered to total shares % Change in shareholding during the year
1. Rajya Vardhan Kanoria 10300 0.0956 10300 0.0956
2. RV investment & Dealers Ltd . 6716507 62.3450 6716507 62.3450
3. Kirtivardhan Finvest Services Ltd. 512401 4.7563 512401 4.7563
Total 7239208 67.1969 7239208 67.1969

iii) Change in Promoters Shareholding (please specify, if there is no change): There is no change during the year iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. NG For Each of the Top Ten Shareholders Shareholding at the No. of shares beginning of the year % of total shares of the company Shareholding No.ofshares at the end of the year % of total shares of the company
1. Investor Education & Protection Fund Authority Ministry of Corporate Affairs 217811 2.0218 240912 2.2362
2. Manu Gopaldas Chhabria 212556 1.9730 198469 1.8423
3. MPR Bearing and Investment Pvt. Ltd. 160421 1.4891 193078 1.6162
4. Dr. Ramesh Chimanlal Shah 59000 0.5477 59000 0.5477
5. Ruby Amin Merchant 53000 0.4920 53000 0.4920
6. Om Nath Garg 50253 0.4665 50253 0.4665
7. Dhiraj Manu Chhabaria 49336 0.4580 49336 0.4580
8. Amin Hasanali Merchant 31640 0.2937 31640 0.2937
9. Charu Aggarwal 20712 0.1923
10. West Range Properties Pvt. Ltd. 35670 0.3311 20000 0.1856

v) Shareholding of Directors and Key Managerial Personnel

SI.No. For Each of the Directors and KMP

Shareholding at the end of the year

Name of the Director/KMP Shareholding at the No. of shares beginning of the year % of total shares of the Company No.ofshares % of total shares of the Company
1. Rajya Vardhan Kanoria 10300 0.0956 10300 0.0956
2. Satish Kapur 2000 0.0092 2000 0.0092

Vv) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
1) Principal Amount 74.53 - - 74.53
2) Interest due but not paid - - - -
3) Interest accrued but not due 0.28 - - 0.28
Total (1+2+3) 74.81 - - 74.81
Change in Indebtedness during the financial year
+ Addition 11.80 10.23 - 22.03
- Reduction - - - -
Net Change 11.80 10.23 - 22.03
Indebtedness at the end of the financial year
1) Principal Amount 86.12 10.00 - 96.12
2) Interest due but not paid - - - -
3) Interest accrued but not due 849 0.23 - 0.72
Total (1+2+3) 86.61 10.23 - 96.84

VI) Remuneration of Directors and Key Managerial Personnel

A. Remuneration of Managing Director, Whole-time Directors and/or Manager

SI. No Particulars of Remuneration Tonmoy Bera Total Amount
(in %)
1. Gross Salary
a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 37,50,000 37,50,000
1961
b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 18,74,842 18,74,842
o Profits in lieu or salary under Section 17(3) of the Income Tax Act, 1961 - -
2. Stock option - -
3. Sweat Equity - -
Commission
- As % of Profit 6,65,235 6,65,235
- Others Specify - -
5. Others, please specify
Provident Fund & Other Funds 3,75,000 3,75,000
Gratuity - -
Leave Pay - -
Performance Bonus - -
Total (A) 66,65,077 66,65,077

B. Remuneration of other Directors:

SL. PARTICULARS OF

NAME OF DIRECTORS

Total
No. REMUNERATION Mr. Rajya Vardhan Kanoria Mr.Jugal Kishore Bhagat Mr.Biswajit Choudhuri Mr. Satish Kapur Ms. Nayantara Palchoudhuri Mr. Bharat KumarJalan Amount

(in <)

1 Independent Directors + Fee for attending board committee meetings - 1,56,000 1,70,000 1,86,000 1,76,000 1,70,000 8,58,000
Commission + Others, please specify

-

-

-

-

-

.

.

Total (1)

:

1,56,000

1,70,000

1,86,000

1,76,000

1,70,000

8,58,000

2 Other Non-Executive Directors
Fee for attending board & committee meetings 80,000 - - - - - 80,000
Commission
+ Others, please specify - - - - - - -
Total (2) 80,000 : : : : : 80,000
Total (B) = (1 +2) 80,000 1,56,000 1,70,000 1,86,000 1,76,000 1,70,000 9,38,000

Cc. Remuneration of Key Managerial Personnel Other than Managing Director/Manager/Whole Time Director

SI. No Particulars of Remuneration

Name of the Key Managerial Personnel

Total Amount
Mr. Rajesh Kumar Gupta Chief Financial Officer Ms. Pratibha Jaiswal Company Secretary (w.e.f. 3rd May 2019) (in %)
1. Gross Salary
a) Salary as per provisions contained in Section 10,81,200 1,76,000 12,57,200
17(1) of the Income Tax Act, 1961
b) Value of perquisites u/s 17(2) of the Income 8,21,246 2,00,270 10,21,516
Tax Act, 1961
c) Profits in lieu of salary under Section 17(3) of NIL NIL NIL
the Income Tax Act, 1961
2. Stock Option NIL NIL NIL
3. Sweat Equity NIL NIL NIL
4. Commission
- As% of Profit NIL NIL NIL
- Others Specify NIL NIL NIL
5. Others, (please specify)
Contribution to Provident Fund 1,08,120 17,600 1,25,720
Total 20,10,566 3,93,870 24,04,436

VIII) Penalties/Punishment/Compounding of Offences (Under the Companies Act, 2013): None

For and on behalf of the Board For and on behalf of the Board
Rajya Vardhan Kanoria Tonmoy Bera
Chairman Managing Director
DIN: 00003792 DIN: 08342972

Date: 15th June 2020 Place: Kolkata