To,
The Members,
Lerthai Finance Limited
Your Directors have pleasure in presenting the Forty Third Directors
Report of your Company together with audited statement of Accounts and the Auditors
Report thereon in respect of the year ended on March 31, 2022.
1. Financial Summary
(Rs. In Lakhs)
| Particulars |
For the FY 2021-22 ended on 31st
March, 2022 |
For the FY 2020-21 ended on 31st
March, 2021 |
| Total Income |
26.72 |
37.26 |
| Total Expenditure |
67.12 |
109.32 |
| Profit / (Loss) before tax |
(40.39) |
(72.06) |
| Less: Tax Expenses |
6.78 |
(10.09) |
| Profit / (Loss) after Tax |
(47.17) |
(61.95) |
The Company does not have any subsidiaries and hence is not required to
prepare a consolidated financial statement.
2. State of Companys Affairs
The Company has since discontinued its business activities of inter
alia production, manufacture or trade refractories of all kind and bricks of all types and
varieties being does not resulting as a profitable venture. During the year under
consideration the company has earned income mainly from interest earned on fixed deposits
placed with the nationalized Bank.
The management of your Company has been keenly looking our for viable
business opportunities, however due to the COVID-19 Pandemic situation prevailing all over
the world, the past two financial years have not delayed the efforts of the management in
terms of availability of suitable business opportunities for the Company in the market. As
the effects of the pandemic is subsiding and the world is gearing for economic growth the
promoters are optimistic about the future of your Company.
Since the management is still looking of for options to revive the
business of the Company, there is nothing at present which can be reported under
Management Discussion and Analysis Report in so far industry structure, outlook,
opportunities and risk are concerned. The Directors have dealt with the other aspects
relating to financial performance, internal control and accounting treatment as far as
possible elsewhere in this report.
Further, the obligations relating to compliance with corporate
governance provisions does not apply to the Company as per the exemption criteria given
under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The
Company shall comply with the requirements with the said regulations within six months
from the date on which it becomes applicable to it. Nevertheless, the Company follows
highest governance standards in spirit and believes in philosophy of transparency and
disclosure. Corporate Governance is about maximizing shareholder value legally, ethically
and sustainably. Your Companys Board exercises its fiduciary responsibilities in the
widest sense of the term.
3. Dividend
In view of inadequacy of profits, the Board of Directors has not
recommended any dividend for the year under review.
4. Share capital
The current authorized capital of the Company is Rs.5,00,00,000/-
(Rupees Five Crores Only). The paid- up share capital of the Company is Rs. 70,00,000
(Rupees Seventy Lakhs Only) consisting of 700,000 (Seven Lakhs) Equity Shares of Rs. 10
(Rupees Ten only) each. There was no change in the Share Capital of the Company during the
year under review.
5. Amount to be transferred to reserves
No amount is proposed to be transferred to any reserve.
6. Subsidiary/Joint Ventures/Associate Companies
The Company did not have any subsidiaries, joint ventures or associate
companies during the year under review.
7. Directors and Key Managerial personnel
The present Board of Directors consists of the following Directors:
i. Mr. Shao Xing Max Yang
ii. Mr. Jayant Goel
iii. Ms. Aparna Goel
iv. Ms. Ntasha Berry
Ms. Aparna Goel and Mr. Shao Xing Max Yang, directors retires by
rotation and being eligible, offers themselves for re-appointment.
The Board has entrusted nomination committee to search for the
Independent Directors in terms of the statutory provisions and the process for the same is
underway as the committee is screening candidates suitable for the position.
Ms. Sneha Khandelwal is the Company Secretary and Chief Financial
Officer of the Company.
8. Board Meetings
During the year under review the Board met 4 (Four) times inter alia to
adopt and declare financial results to stock exchanges.
9. Declaration by Independent Directors
The Company has received necessary declarations from Ms. Ntasha Berry,
an Independent Director, under Section 149(7) of the Companies Act, 2013 that she meets
the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.
10. Board Evaluation
The Board of Directors have carried out an annual evaluation of its own
performance, board committees, and individual directors pursuant to the provisions of the
Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5,2017.
The performance of the board was evaluated by the board including the
independent Director after seeking inputs from all the Directors on the basis of criteria
such as the board composition and structure, effectiveness of board processes, information
and functioning, etc.
The Board and the Nomination and Remuneration Committee reviewed the
performance of individual Directors on the basis of criteria such as education
qualification, experience of the core area in which the company operates, attendance, the
contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.
In the board meeting that followed the meeting of the independent
Directors and meeting of Nomination and Remuneration Committee, the performance of the
board, its committees, and individual directors was also discussed.
Performance evaluation of independent Directors was done by the entire
board, excluding the independent director being evaluated.
11. Audit Committee
Present composition of the Audit Committee is as under:
1. Ms. Ntasha Berry
2. Mr. Shao Xing Max Yang
3. Mr. Jayant Goel
During the financial year, the Audit Committee met 4 (four) times.
12. Nomination & Remuneration Committee
Present composition of the Nomination & Remuneration Committee is
as under:
1. Mrs. Aparna Goel
2. Ms. Ntasha Berry
3. Mr. Shao Xing Max Yang
The Nomination & Remuneration Committee has not conducted any
meetings during the year as there has been no requirement of any such meeting.
13. Stakeholders Relationship Committee
Present composition of the Stakeholders Relationship Committee is as
under:
1. Mr. Shao Xing Max Yang
2. Mr. Jayant Goel
3. Ms. Ntasha Berry
The Stakeholders Relationship Committee has not conducted any meetings
during the year as there has been no requirement of any such meeting.
14. Companys Policy on Directors Appointment and Remuneration
The Company has a policy, which mandates the criteria for determining
qualifications, positive attributes and independence of Directors Appointment and
Remuneration while considering appointment of Director and key managerial personnel. The
policy inter alia takes into account: (i) 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; (ii) relationship of remuneration to performance
is clear and meets appropriate performance benchmarks; and (iii) remuneration to Directors
and key managerial personnel 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.
15. Remuneration Details of Directors/ Key Managerial Personnel (KMP)
and Employees
Details of employees and Directors or Key Managerial Personnel who are
in receipt of remuneration, as per Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is tabled below:
| Sl. No. |
Particulars |
Details |
| 1. |
Designation of the employee |
Company Secretary and Chief Financial Officer |
| 2. |
Remuneration received |
INR 3,93,000 |
| 3. |
Nature of employment |
Full Time basis |
| 4. |
Qualifications and experience of the employee |
Qualification: Company Secretary Experience: Working as
Comp0any Secretary of Listed Company from +4 years |
| 5. |
Date of commencement of employment |
30th May, 2018 |
| 6. |
Age |
35 |
| 7. |
Last employment held |
NIL |
| 8. |
Percentage of equity shares held by the employee |
NIL |
| 9. |
Whether any such employee is a relative of any director or
manager of the company |
No |
Further, other The members of Board are only entitled to sitting fees
as approved by the Board pursuant to provisions of Section 203 of the Companies Act, 2013
and Rule 4 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
16. Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 ("the Act") and, based upon representations from the Management, the
Board states that:
a) in preparing the annual accounts, applicable accounting standards
have been followed and there are no material departures;
b) the Directors have selected accounting policies, applied them
consistently and made judgments and estimates that are reasonable and prudent 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 loss of the Company for the year;
c) the Directors have taken proper and sufficient care in maintaining
adequate accounting records in accordance with 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 of the Company on a
"going concern" basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and such internal financial controls are adequate and were
operating effectively; and
f) the Directors have devised proper systems to ensure proper
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
17. Statutory Auditors
As per provisions of the Companies Act, 2013 M/s. B D Jokhakar &
Co., Chartered Accountants have been appointed as Statutory Auditors of the Company from
the conclusion of the 41st AGM of the Company till the conclusion of sixth
consecutive AGM hereof on such remuneration as may be decided by the Board.
M/s. B D Jokhakar & Co., Chartered Accountants being auditor
audited the financials of the Company. There are no qualifications or adverse remarks in
the Statutory Auditors Report which require any explanation from the Board of Directors.
18. Material changes and commitments
There are no material changes and commitments affecting the financial
position of the company which have occurred between the end of the financial year of the
company to which the financial statements relate and the date of the report;
19. Internal Auditors
In accordance with Section 138 of the Companies Act, 2013 read with
Rule 13 of Chapter IX of the said Act, the Board appointed M/s Snehal V. Shaligram,
Practicing Company Secretary (C.P. No. 10216) as Internal Auditor of the Company for the
Financial Year 2021-22 to conduct internal audit.
20. Explanation on auditors qualification, reservation, adverse remark
or disclaimer
There are no qualifications, reservations or adverse remarks given or
disclaimers made by the auditor in his audit report for the financial year under review.
21. Secretarial Audit
The Secretarial Audit Report for the year ended March 31, 2022 issued
by Ms. Snehal Shaligram, Practicing Company Secretary (C.P. No: 10216) in accordance with
the provisions of Section 204 of the Companies Act, 2013, forms part of the Annual Report.
22. Orders passed by the Regulators or Courts or Tribunals
During the year under review, there have been no orders passed by any
of the regulators or courts or tribunals impacting the going concern status of the Company
and the Companys operations in future.
23. Related Party transactions
There have been no transactions between the Company and related parties
as referred to in section 188(1) of the Companies Act, 2013 during the financial year
under review. Accordingly, Form AOC-2 as per the rules prescribed under Chapter IX
relating to Accounts of Companies under the Companies Act, 2013 does not form part of this
report.
24. Loan, Guarantees or Investments
During the financial year under review, the Company has not granted any
loans or guarantees or made any investments in respect of which the provisions of section
186 of Companies Act, 2013 are applicable.
25. Deposits from public
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the balance sheet.
26. Risk management policy
Since the Company has already closed its manufacturing operations and
is in the process of identifying business opportunities, the Company has no such policy in
place as of now. The Board shall take steps to formulate the requisite policy as soon as
it identifies business opportunity.
27. Vigil Mechanism/Whistle Blower Policy
Your Company has in place a Whistle Blower Policy for its directors and
employees to report concerns about unethical behavior, actual or suspected fraud in
accordance with Section 177(9) of the Companies Act, 2013. The policy provides for
protected disclosures which can be made by a complainant through e-mail or a letter to the
Chairperson of the audit committee. The Company did not receive any complain during the
year 2021-22.
28. Corporate Social Responsibility
For the year under review, the provisions of section 135 of the
Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the
Company.
29. Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) ACT, 2013
The Company has in place a policy for prevention of sexual harassment
in accordance with the requirements of the Sexual Harassment of women at workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has
been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy. The Company
did not receive any complain during the year 2021-22.
30. Conservation of Energy and Technology Absorption
Particulars regarding conservation of energy and technology absorption
as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of
Companies (Accounts) Rules, 2014 are not applicable since the Company is not engaged in
any manufacturing / power intensive activity.
31. Foreign exchange earnings and Outgo:
There was no foreign exchange inflow or Outflow during the year under
review.
32. Transfer of Amounts to Investor Education and Protection Fund
The Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection Fund (IEPF).
33. Acknowledgment
The Directors take this opportunity of thanking their shareholders,
bankers, business associates and government authorities for their co-operation and support
during the year.
|
For and on behalf of the Board of Directors |
|
Lerthai Finance Limited |
|
Shao Xing Max Yang |
|
Chairperson |
|
DIN:08114903 |
| Place: Los Angeles Date: 09.08.2022 |
|
+91-9892691696
