Your Directors are pleased to present the Twenty Third Annual Report on the businessand operations of your Company along with the audited financial statement for thefinancial year ended 31 March 2017.
Lawreshwar Polymers Limited ("Your Company") is growing Indian Company whichis indulged in the Footwear Manufacturing. Your company having its corporate office atJaipur.
(Rs. in lacs)
|Particulars ||2016-2017 ||2015-2016 |
| ||(Audited) ||(Audited) |
|Sales ||7906.97 ||10009.09 |
|Profit before Depreciation & Tax ||404.12 ||677.30 |
|Profit before Tax ||210.81 ||471.25 |
|Provision for Tax (Current & Deferred Tax) ||80.02 ||165.89 |
|Net Profit ||130.79 ||305.36 |
|Appropriation || || |
|Dividend ||NIL ||NIL |
|Balance b/f from the previous year ||1390.53 ||1085.16 |
|Transferred to General Reserve ||NIL ||2.78 |
|Transferred to Reserve & Surplus ||1521.32 ||1390.52 |
STATE OF COMPANIES AFFAIRS
During the year under review your Company's income from operations (net of excise duty)is Rs. 7906.97 lacs as compared to Rs. 10009.09 lacs during the previous year. The Companyhas incurred a Net Profit from ordinary activities after tax of Rs. 130.79 lacs ascompared to the profit of Rs. 305.36 Lacs in the previous year. The turnover of thecompany has decreased approximately by 20% which is due to external factors which were outof control of your company and manufacturing plant of the Company at kaladera wastemporarily closed due to major fire occurred at the plant which also caused decrease inturnover as well as profit of the company.
There was no change in the Company's share capital during the year under review
The Company's Authorised Share Capital is Rs. 150000000/- (Rupees Fifteen Crore)comprising of 15000000 (One Crore Fifty Lacs) Equity Shares of 10/- (Rupees Ten) eachand paid up equity share capital is Rs. 136787990/- (Rupees Thirteen Crore Sixty SevenLacs Eighty seven Thousand Nine Hundred Ninety only) comprising of 13678799 (One CroreThirty Six Lacs Seventy Eight Thousand Seven Hundred Ninety Nine) Equity Shares of 10/-each.
To conserve the resources of the company for its future growth your directors do notrecommend any dividend to the shareholders.
During the financial year company has revalued its Land by Rs.1800.05 lacs which istransferred to revaluation reserve and Building which was revalued in earlier years nowreversed due to the requirement of revised Accounting Standard 10 notified by the NationalAdvisory Committee on Accounting Standards. During the financial year company hastransferred Rs.1 to general reserve.
MATERIAL CHANGES EFFECTING FINANCIAL POSITIONS OF THE COMPANY
There has been no material change and commitment affecting financial position betweenend of the financial year and date of this Board's Report.
INVESTOR EDUCATION AND PROTECTION FUND
There is no such amount lying with the company and remained unclaimed which is requiredto be transferred to the Investor Education and Protection Fund of the Central Government
The Board of Directors is overall responsible for identifying evaluating and managingall significant risks faced by the Company. The Risk Management Policy approved by theBoard acts as an overarching statement of intent and establishes the guiding principles bywhich key risks are managed across the Organization. The Board monitors and reviews theimplementation of various aspects of the Risk Management policy through a duly constitutedRisk Management Committee (RMC). The RMC assists the Board in its oversight of theCompany's management of key risks including strategic and operational risks as well asthe guidelines policies and processes for monitoring and mitigating such risks under theaegis of the overall Business Risk Management Framework. The Company follows wellestablished and detailed risk assessment and minimization procedures which areperiodically reviewed by the Board. The Company's Business Risk Management Framework helpsin identifying risks and opportunities that may have a bearing on the organization'sobjectives assessing them in terms of likelihood and magnitude of impact and determininga response strategy.
At present the company has not identified any element of risk which may threaten theexistence of the company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The main thrust of internal audit is to test and review controlsappraisal of risks and business processes besides bench marking controls with bestpractices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the Internal Control Systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.
The Audit Committee of the Board of Directors and the Statutory Auditors areperiodically apprised of the internal audit findings and corrective actions taken.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board.
To maintain its objectivity and independence the Internal Audit function reports tothe Chairman of the Audit Committee.
DIRECTOR'S & KMP
Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. Raj KumarAgarwal Managing Director Mr. Sanjay Kumar Agarwal Chief Executive Officer and Mr.Rakesh Kumar Soni Chief Financial Officer are the KMPs of the Company.
During the year under review resignation of Ms. Priyanka Gattani Company Secretaryhas been received by the Company. In place of Ms. Priyanka Gattani Company has made anappointment of Ms. Geetika Bisht as Company Secretary of the Company on June 07 2017.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declaration from all the Independent Directors of the Companyunder Section 149(7) of the Act confirming that they meet the criteria of independence asprescribed under Section 149(6) of the Act and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.
The details of familiarization programme for Independent Directors are available onCompany's website at the following web link:(http://www.leharfootwear.com/pdf/Familirization-Policy.pdf )
The board of the company has met 15 times during the financial year on 09.04.201611.04.2016 16.05.2016
11.08.2016 24.08.2016 10.10.2016 20.10.2016 12.11.2016 24.11.2016 19.12.201610.01.2017
14.02.2017 04.03.2017 22.03.2017 30.03.2017.
The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. The performanceevaluation of the Executive Directors and Non Executive Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The criteria for Directors' appointment has been set up by the Nomination Remunerationand Compensation Committee which includes criteria for determining qualificationspositive attributes independence of a Director and other matters provided under Subsection (3) of Section 178 of Companies Act 2013 ("the Act"). More details onthe same are given in the Corporate Governance Report.
COMPOSITION OF COMMITTEE
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Grievance Committee
4. Risk Management Committee
The details of the Committees along with their composition number of meetings termsof reference and attendance of members at the meetings are provided in the CorporateGovernance Report which forms part of this Annual Report. Further during the year underreview the board has accepted all the recommendations of the Audit Committee.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Vigil Mechanism / Whistle Blower Policy to dealwith instances of fraud and mismanagement if any. Details of the same are given in theCorporate Governance Report. The same has also been displayed on the website at thefollowing web link:
HUMAN RESOURCE MANAGEMENT HEALTH AND SAFETY
During the year the Company had cordial relations with workers staff and officers. Theshop floor management is done through personal touch using various motivational tools andmeeting their training needs requirements. The company has taken initiative for safety ofemployees and implemented regular safety audit imparted machine safety training wearingprotective equipments etc. The Company believes in empowering its employees throughgreater knowledge team spirit and developing greater sense of responsibility. There were288 regular employees as at March 312017.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place a policy on Gender Equality Gender Protection Prevention ofSexual Harassment and Redressal System in line with the requirements of the SexualHarassment of Women at Workplace Prevention Prohibition and Redressal) Act 2013. Allemployees (permanent contractual temporary trainees) are covered under this policy. TheCompany has also constituted an internal committee to consider and address sexualharassment complaints in accordance with the Sexual Harassment of women at Workplace(Prevention Prohibition and Redressal) Act 2013
No complaints pertaining to sexual harassment were received and/ or disposed off duringFY 2016-17. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 (1) (i) of theCompanies (Appointment and Remuneration) Rules 2014 in respect of ratio of remunerationof each director to the median remuneration of the employees of the Company for theFinancial Year will be made available for inspection at its registered office of theCompany during the working hours for a period of twenty one days before the date of annualgeneral meeting of the company pursuant to Section 136 of the Companies Act 2013 andmembers if any interested in obtaining the details thereof shall make specific requestto the Company Secretary and Compliance officer of the Company in this regard.
COMMITMENT TO QUALITY AND ENVIRONMENT
Your Company recognizes quality and productivity as a pre-requisite for its operationsand has implemented ISO 9001 and ISO 14001. Continuous efforts to preserve the environmentare pursued.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As per Provisions of Section 135 of the Company Act 2013 and rules made there underthe CSR is not applicable on your company for the Financial Year 2016-2017.
M/s A. Bafna & Company Chartered Accountants Jaipur holds office until theconclusion of the ensuing Annual General Meeting as the tenure of current statutoryauditor will be completing as permitted under Section 139 of the Companies Act 2013 onSeptember 28 2017.
The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
Pursuant to provisions of section 148 of the Companies Act 2013. The Board ofDirectors has received recommendation from Audit Committee to appoint M/s Rajesh &Company Cost Accountants as the Cost Auditors of the company for the year 2017-2018 andapproved the appointment of M/s Rajesh & Company Cost Accountants as the CostAuditors of the company for the year 2017-2018 at a remuneration of Rs. 45000 inclusiveof all the expenses. The proposed remuneration of the Cost Auditors would be ratified bythe members in the ensuing AGM.
EXPLANATION REGARDING THE QUALIFICATION
The auditor has given a qualified Audit Report against the amount standing in the otherAssets and the Management's explanation for the same is given in notes on FinancialStatements as under:
There had occurred a fire on 24.02.2008 at the registered office & factory premisesof the company. The Insurance Company has passed the claim of the company and there is ashortfall of Rs. 186.76 Lacs against the said claim. No provision is made for the same asthe company has not accepted the assessment of loss from insurances companies and hasinvoked the arbitration clause of the insurance contract and company is of opinion thatthey will receive the balance amount of Rs. 186.76 Lacs from the insurance companies.
LOANS AND INVESTMENTS BY THE COMPANY
Details of loans and investments by the Company to other body corporates or persons aregiven in notes to the financial statements.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
The Company does not have any subsidiary as on 31.03.2017
RELATED PARTY TRANSACTIONS:
The Company has adequate procedures for purpose of identification and monitoring ofrelated party transactions. All transactions entered into with related parties during thefinancial year were on arm's length basis. All related party transactions are periodicallyplaced before the Audit Committee and the Board for review and approval as appropriate.For details on related party transactions members may refer to the notes to thestandalone financial statement.
The Company's policy for related party transactions regulates the transactions betweenthe Company and its related parties. The said policy is available on the Company's websiteviz. www.leharfootwear.com . There were no materially significant related partytransactions made by the Company with Promoters Directors key managerial personnel orother designated persons which may have a potential conflict with the interest of theCompany at large. Details of such transactions are given in the Annexure-1 to thisreport.
CONSERVATION OF ENERGY TECHNOLOGY FOREIGN EXCHANGE EARNINGS AND OUTGO
Information on conservation of energy technology absorption and foreign exchangeearnings and outgo is given in Annexure-2 to this report
EXTRACT OF ANNUAL RETURN
The Details forming part of extract of Annual Return in Form MGT-9 as required undersection 92 of the Companies Act 2013 is included in this report as Annexure-3 and formsan integral part of this report.
The Board has appointed M/s. Naredi Vinod & Associates Company Secretaries toconduct the Secretarial Audit for the financial year 2016-17. The Secretarial Audit Reportfor the financial year ended 31st March 2017 is attached as Annexure-4 to thisBoard's Report. The Secretarial Audit Report does not contain any qualification orreservation or adverse remark or disclaimer subject to our report even date.
The equity shares of your Company are listed with the Bombay Stock Exchange.
DEMATERIALISATION OF SHARES
The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of thenumerous advantages offered by the Depository system Members are requested to avail thefacility of dematerialization of shares with either of the Depositories as aforesaid. Ason March 312017 99.99% of the share capital stands dematerialized.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Company is committed to adhere to best corporate governance practices. The separatesections on Management Discussion and Analysis Corporate Governance and a Certificatefrom the Auditors of the Company regarding compliance of conditions of CorporateGovernance as stipulated under SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 forms part of the this Annual Report.
Statements in this report describing the Company's objectives expectations and/oranticipations may be forward looking within the meaning of applicable Securities Law andRegulations. Actual results may differ materially from those stated in the statement.Important factors that could influence the Company's operations include global anddomestic supply and demand conditions affecting selling prices of finished goodsavailability of inputs and their prices changes in the Government policies regulationstax laws economic developments within the country and outside and other factors such aslitigation and industrial relations. The Company assumes no responsibility in respect ofthe forward-looking statements which may undergo changes in future on the basis ofsubsequent developments information or events.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and to theinformation and explanation obtained by them in terms of section 134(3) (c) yourdirectors confirm that:
a) in the preparation of Annual Accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;
b) appropriate accounting policies have been selected and applied consistently and havemade judgments and estimates that are reasonable and prudent so as to give a true &fair view of the state of affairs of the Company as at March 312017;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the Annual Accounts have been prepared on a going concern basis;
e) internal financial controls have been laid down to be followed by the company andsuch internal financial controls are adequate and were operating effectively;
f) proper system have been devised to ensure compliance with the provision of allapplicable law and that such system were adequate and operating effectively.
INTERNAL FINANCIAL CONTROL
The report on Internal Financial Control forms part of Independent Audit report.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's websitewww.leharfootwear.com .
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehaviour from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.
Declaration by Chief Executive officer regarding compliance by board members and seniormanagement personnel with the company's code of conduct is given in Annexure-5
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT
There are no significant and material order passed by the Regulators/ court that wouldimpact the going concern status of the company and its future operations.
PAYMENT OF LISTING FEE
Your company has paid Annual listing fee of BSE for the Financial Year 2017-18.
Your Directors wish to place on record their sincere appreciation to employees at alllevels for their hard work dedication and commitment towards Company's operations andperformance. Your Directors also wish to place on record their gratitude for the valuableassistance and co-operation extended to the Company by the Central Government StateGovernments banks institutions investors and customers.
| ||By the order of the Board |
| ||For Lawreshwar Polymers Limited |
| ||Sd/- |
| ||Ramesh Chand Agarwal |
|Dated: 27.05.2017 ||Chairman |
|Place: Jaipur ||DIN:00108287 |