Dear Shareholders,
Your Directors here by present the 13th Annual Report
together with the Audited statements of Accounts for the financial year ended on 31st
March 2023.
OPERATIONS REVIEW: ( In
Lakhs)
| Particulars |
F.Y. 2022-23 |
F.Y. 2021-22 |
| Revenue from Operations |
0 |
35.78 |
| Other Income |
0 |
0 |
| Total Revenue |
0 |
35.78 |
| Total Expanses |
8.70 |
41.89 |
| Profit Before Tax |
(8.70) |
(6.11) |
| Extraordinary item- Loss on sale of fixed assets |
0 |
0 |
| Tax |
0 |
0 |
| Profit after Tax |
(8.70) |
(6.11) |
DIVIDEND:
Considering the loss incurred in the current financial year and
accumulated losses, your Directors have not recommended any dividend for the financial
year under review.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period
under review.
SHARE CAPITAL:
The issued, subscribed and paid up capital of the Company is Rs.
150000000/- divided into 15000000 equity shares of Rs 10/- each. There has been no change
in the share capital of the Company during the year.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate companies &
joint ventures.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of
the company have occurred between the end of financial year to which the financial
statements relate and the date of the Directors Report.
DEPOSIT:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.
DISCLOSURE UNDER SECTION 67 (3) (c) OF THE COMPANIES ACT, 2013:
No disclosure is required under section 67 (3) (c) of the Companies
Act, 2013 read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules,
2014, in respect of voting rights not exercised directly by the employees of the Company
as the provisions of the said section are not applicable.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arms length basis and were in the ordinary course of the business.
There are no materially significant related party transactions made by the company with
Promoters, Key Managerial Personnel or other designated persons which may have potential
conflict with interest of the company at large.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS
IMPACTING GOING CONCERN AND COMPANYS OPERATIONS:
To the best of our knowledge, the company has not received any such
orders passed by the regulators, courts or tribunals during the year, which may impact the
going concern status or companys operations in future.
HUMAN RESOURCES:
The Company believes that human capital is its biggest asset and
immensely values its human resources. The Company acknowledges that employee participation
and involvement is the key to sustained growth and hence encourages various measures to
promote the same. The Company is of the opinion that motivated employees are very crucial
to the growth of the organization and hence puts in a lot of emphasis on promoting
employee engagement at all levels.
RISK MANAGEMENT:
The Company has developed and implemented a Risk Management Policy. The
policy identifies the threat of such events as "Risks", which if occurred will
adversely affect value to shareholders, ability of Company to achieve objectives, ability
to implement business strategies, the manner in which the Company operates and reputation.
Such risks are categorized into Strategic Risks, Operating Risks and Regulatory Risks.
The framework defines the process for identification of risks, its
assessment, mitigation measures, monitoring and reporting. While the Company, through its
employees and Executive Management, continuously assess the identified Risks, the Audit
Committee reviews the identified Risks and its mitigation measures annually.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The Company has an Internal Audit department with
adequate experience and expertise in internal controls, operating system and procedures.
The system is supported by documented policies, guidelines and procedures to monitor
business and operational performance which are aimed at ensuring business integrity and
promoting operational efficiency.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy to deal
with instances of fraud and mismanagement, if any.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors consists of 3 members, out of which 2 are
Independent Directors including one women Independent Director and 1 Whole-time Director.
As per the provisions of Section 152(6) of the Companies Act, 2013 and
the companys Articles of Association, Mr. PARESHBHAI SENGAL (DIN: 08444758) shall retire
by rotation at the ensuing Annual General Meeting and being eligible, has offered himself
for reappointment as the Director of the Company.
Mr. KARTIK RAVAL was appointed as Non-Executive Director of the Company
on 21.02.2023 and re-designated as Independent director of the Company w.e.f. 21.02.2023.
MR. AMAN PRAVINKUMAR PATEL was resigned as on 21.02.2023.
As per the provisions of Section 203 of the Companies Act, 2013, Mr.
PARESHBHAI GANPATBHAI SENGAL, Chief Financial Officer and Ms. SONI PANDYA, Company
Secretary are the key managerial personnel of the Company.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent
Director 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.
NUMBER OF MEETINGS OF THE BOARD:
The details of the number of meetings of the Board held during the
Financial Year 2022-23 forms part of the Corporate Governance Report.
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees:-
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The details of the Committees along with their composition, number of
meetings and attendance at the meetings are provided in the Corporate Governance Report.
BOARD EVALUATION:
Pursuant to the provisions of the Schedule IV, clause VIII of the
Companies Act, 2013 the Board has carried out an evaluation of its own performance, the
directors individually as well as the evaluation of the working of its Audit, Appointment
& Remuneration Committees. The performance evaluations of Independent Directors were
also carried out and the same was noted. Independent Directors in their meeting decided to
bring more transparency in their performance and bring more responsibility while taking
any policy decisions for the benefit of the shareholders in general.
REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination and Remuneration
Committee, framed a policy for selection and appointment of Directors, Key Managerial
Personnel and Senior Management and their remuneration.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/
EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration.
Hence, the information required pursuant to Section 197 read with Rule 5 (1) (i) of The
Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration
of each director to the median remuneration of the employees of the Company for the
Financial year is not given.
FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS
The Independent Directors have been updated with their roles, rights
and responsibilities in the Company by specifying it in their appointment letter along
with necessary documents, reports and internal policies to enable them to familiarize with
the Companys procedures and practices. The Company has through presentations, at regular
intervals, familiarized and updated the Independent Directors with the strategy,
operations and functions of the Company and Engineering Industry as a whole.
AUDITORS AND AUDITORS REPORT:
M/s. Goenka Mehta and Associates, Rajkot (Firm Reg. No. 129445W)
retiring statutory auditor be and are hereby re appointed as the Statutory Auditors of the
Company to hold office from the conclusion this AGM until the conclusion of the AGM to be
held in the year of 2025, for period of 3 years at such remuneration and out of pocket
expenses, as may be decided by the Board of Directors of the Company on the recommendation
of the Audit Committee.
The observations made by the Auditors in their Auditors Report and
the Notes on Accounts referred to in the Auditors Report are self-explanatory and do not
call for any further comments.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies
Act 2013, the Annual Return as on 31st March 2023 is available on the website of the
Company at www.lucentindustries.shop
REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION &
ANALYSIS:
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 Company has taken adequate
steps to ensure that all mandatory provisions of Corporate Governance as prescribed under
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied
with, a separate section titled Report on Corporate Governance together with a Certificate
from the Practicing Company Secretary forms part of this Report. A detailed Management
Discussion & Analysis forms part of this Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social
Responsibility initiative under the provisions of Section 135 of the Companies Act, 2013,
read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the
said provisions are not applicable.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
Company has appointed M/S Geeta Servani & Associates Practicing Company Secretary in
practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report
in the prescribed Form No MR-3 is annexed herewith.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE
BOARD:
| Sr. No. |
Qualifications made by Secretarial Auditor |
Explanations by the Board |
| a) |
As per section 138 of the Companies Act, 2013, the Company is
required to appoint Internal Auditor. The Company has not appointed Internal Auditor |
The size of operation of the Company is very small, it is not
viable to appoint Internal Auditor but the Company has established the internal control
system. |
| b) |
The company has not complied with certain regulation of SEBI
(LODR) Regulations, 2015 as regards publication of Notice of AGM and quarterly results. |
The company will take necessary steps to comply with the same |
| c) |
Statutory registers as per companies Act, 2013 are not
provided to review |
The company will take necessary steps to comply with the same |
| d) |
The Company has not complied with Structured Digital Database
to be maintained by company and compliance report to stock exchange. |
The company is maintaining inhouse Data and comply with
maintainingElectronically very soon. |
| e) |
Ms.Manisha Maneklal Patel does not have certificate from
Indian Institute of Corporate affairs. |
The company will take necessary steps to comply with the same |
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is not required to be given as there were no employees coming
within the purview of this section.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company has zero tolerance for
sexual harassment at workplace and has adopted a policy against sexual harassment in line
with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed thereunder. The Company has not received any
sexual harassment related complaints during the year.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8
of The Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has
not carried out in the manufacturing activities. The foreign exchange earning on account
of the operation of the Company during the year was Rs. Nil.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation by way of notes to accounts
relating to material departures;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable 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 or loss of the Company for that period;
c) 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;
d) Directors have prepared the accounts on a "going concern
basis".
e) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER
DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of
Companies (Appointment & Remuneration) Rules, 2014, every Listed Company mandates to
disclose in the Boards Report the ratio of the remuneration of each director to the
permanent employees remuneration. However, since there is no permanent employee in the
Company, no disclosure under the said provision has been furnished.
GENERAL:
The Board of Directors state that no disclosure or reporting is
required in respect of the following matters as there were no transactions or
applicability pertaining to these matters during the year under review:
i) Fraud reported by the Auditors to the Audit Committee or the Board
of Directors of the Company.
ii) Payment of remuneration or commission from any of its subsidiary
companies to the Managing Director/ Whole Time Director of the Company.
iii) Voting rights which are not directly exercised by the employees in
respect of shares for the subscription/ purchase of which loan was given by the Company
(as there is no scheme pursuant to which such persons can beneficially hold shares as
envisaged under section 67(3)(c) of the Companies Act, 2013).
iv) Details of any application filed for corporate insolvency under
Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.
v) One time settlement of loan obtained from the banks or financial
institutions.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government Authorities, Customers,
and Shareholders during the year. Your directors also wish to take on record their deep
sense of appreciation for the committed services of the employees at all levels, which has
made our Company successful in the business.
|
For and on Behalf of the Board |
|
For, LUCENT INDUSTRIES LIMITED |
| Date: 03.05.2023 Place: Indore |
PARESHBHAI SENGAL |
|
Chairman |
|
DIN:08444758 |
+91-9892691696
