All the Shareholders
Your Directors have pleasure in presenting the Twenty First Annual Report of thecompany together with the Audited financial accounts for the financial year ended on 31stMarch 2015.
Lawreshwar Polymers Limited (Your Company) is growing Indian Company whichis indulge in the Footwear Manufacturing. Your company having its corporate office atJaipur.
|Particulars ||2014-2015 ||2013-2014 |
| ||(Audited) ||(Audited) |
|Sales ||8365.79 ||7705.19 |
|Profit before Depreciation &Tax ||469.93 ||382.27 |
|Profit before Tax ||321.55 ||262.82 |
|Provision for Tax (Current & Deferred Tax) ||107.07 ||92.57 |
|Net Profit ||214.48 ||170.25 |
|Appropriation || || |
|Dividend ||NILL ||NILL |
|Balance b/f from the previous year ||870.68 ||700.42 |
|Transferred to General Reserve ||2.78 ||NIL |
|Transferred to Reserve & Surplus ||1085.16 ||870.68 |
For the year ended as on March 31 2015 the company has recorded a strong revenue andmargin performance. Your Company has achieved turnover of Rs. 8365.79 Lacs as against7705.19 Lacs in the previous year. The Net Profit of the Company has shot up by approx 26%amounting to Rs 214.48 Lacs as against Rs. 170.25 Lacs in the previous year due toincrease of approx 9% in the turnover of the Company.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
Your company has inaugurated new plant on May 3rd 2015 situated atKaladera Tehsil Chomu and District Jaipur in Rajasthan.
DIVIDEND & RESERVE
To conserve the resources of the Company for its future growth the Board of Directorsof the Company are not recommending any dividend for the financial year 2014-2015.
During the year under review Rs. 277613/- was transferred from Revaluation Reserve toGeneral Reserve and Rs. 11 also transferred to General Reserve
During the year under review your Company's Authorised Share Capital has remainunchanged at 150000000 (Rupees Fifteen Crore) comprising 15000000 Equity Shares of10/- each. During the year under review your Company's paid up equity share capital hasalso remained unchanged at 136787990 (Rupees Thirteen Crore Sixty Seven Lacs Eightyseven Thousand Nine Hundred Ninety only) comprising 13678799 Equity Shares of 10/-each.
Cash and cash equivalents as at March 312015 was Rs. 187.17 lakh. The companycontinues to focus on judicious management of its working capital Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
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.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
The details of the investments made by company are given in the notes to the financialstatements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director.The Internal Audit Department monitors andevaluates the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company. Based on the report of internal audit function process owners undertakecorrective action in their respective areas and thereby strengthen the controls.Significant audit observations and recommendations along with corrective actions thereonare presented to the Audit Committee of the Board.
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 2014-2015.
CONSERVATION OF ENERGY TECHNOLOGY FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of section 134 (3) (m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are given in AnnexureB to this report.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
DIRECTOR'S & KMP
During the year your company has appointed u/s 203 Miss Priyanka Gattani CompanySecretary cum Compliance Officer (KMP) and Mr. Rakesh Soni as Chief Financial Officer(KMP).
Appointment of Mrs. Preeti Goyal Women independent director not liable to retire byrotation has been made and reappointment of Sidharth Singh and Gauri Shankar Kandoi asIndependent Director not liable to retire by rotation has been made to give effect theprovision of Companies Act 2013.
Shri Radhe Shyam Mangal an independent director submitted his resignation to the Boardon 30 March 2015 due to personal reason. The same was accepted by the Board in itsmeeting held on 30 March 2015. The Board hereby places on record its sincerest thanks andgratitude for the invaluable contribution made by Shri. Radhe Shyam Mangal towards thegrowth and development of the company during his tenure as a director. The Board also onbehalf of the members wishes Shri. Radhe Shyam Mangal a long and healthy life.
As per Article 107 and 108 of Article of Association of the Company Shri Ramesh ChandAgarwal Directors of the Company are liable to retire by rotation in the forthcomingAnnual General Meeting and being eligible offer themselves for reappointment.
DECLARATION BY INDEPENDENT DIRECTOR
Independent Directors of your company has given declaration under section 149(6) oftheir independency.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination andRemuneration committee. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
The Board has on the recommendation of the Appointment & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
The board of the company has met as many as Twenty two times and the details of thesame are given in Corporate Governance Report Annexure F.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and to theinformation and explanation obtained by them your directors make the following statementin terms of section 134(3) (c)
a) In the preparation of Annual Accounts of the company the applicable AccountingStandards have been followed along with proper explanation relating toe materialdepartures from the same if there any.
b) The Directors have selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true& fair view of the state of affairs of the company at the end of the financial yearended March 31 2015 and of the profit of the company for the year ended on that date.
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting 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 otherirregularity.
d) The Directors have prepared the Annual Accounts of the Company on a going concernbasis.
e) The director has laid down internal financial control to be followed by the companyand such internal financial control are adequate and were operating effectively; and
f) The director has devised proper system to ensure compliance with the provision ofall applicable law and that such system operating effectively
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large. Annexure "H"
The Company does not have any subsidiary as on 31.03.2015
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 managing director regarding compliance by board members and seniormanagement personnel with the company's code of conduct is given in AnnexureC
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Whistle Blower Policy to deal withinstance of fraud and mismanagement if any.
In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.
The Company has a Whistle Blower Policy to deal with instances of fraud andmismanagement if any.
The Whistle Blower Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
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.
COMPOSITION AUDIT COMMITTEE
This is forming part of Report on corporate governance as given in AnnexureF
AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
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.
As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report. Annexure E
M/s A. Bafna & Company Chartered Accountants Jaipur holds office until theconclusion of the ensuing Annual General Meeting and being eligible and offer themselvesfor re-appointment. The Company has received a letter from the Auditors to the effect thattheir appointment if made would be within the provision of Companies Act 2013. M/s A.Bafna & Company Chartered Accountants have also under section139 (1) of theCompanies Act 2013 furnished a certificate of their eligibility for re appointment.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Naredi Vinod & Associates a firm of company Secretaries in practice toundertake the Secretarial Audit of the Company. The Secretarial Audit report is annexedherewith as Annexure E
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 under Note 15.of notes onFinancial Statements 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.
18.104.22.1681 against the said claim. No provision is made for the same as the companyhas not accepted the assessment of loss from insurances companies and has invoked thearbitration clause of the insurance contract and company is of opinion that they willreceive the balance amount of Rs.
22.214.171.1241 from the insurance companies.
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.
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-D and formsan integral part of this report
Pursuant to section 134 (3) (n) of the Companies Act 2013 & Clause 49 of thelisting agreement the company has constituted a Risk management committee. The details ofthe committee and its terms of reference are set out in the corporate governance reportforming part of the Boards report.
At present the company has not identified any element of risk which may threaten theexistence of the company.
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.
PAYMENT OF LISTING FEE
Your company has paid Annual listing fee of BSE for the F.Y. 2015-16
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexure F &G respectively together with the Certificate from the auditors of theCompany regarding compliance with the requirements of Corporate Governance as stipulatedin Clause 49 of the Listing Agreement.
The Directors of your Company acknowledge a deep sense of gratitude for the continuedsupport extended by Investors Customers Business Associates Bankers and Vendors. YoursDirectors place on record their appreciation for the significant contribution made by theemployees at all levels through their hard work and dedication.
The Directors also thanks the various Government and Regulatory Authorities and lastbut not the least the Shareholders for their patronage support and faith in the company.The Board looks forward to their continued support in the years to come.
|By the order of the Board || |
|For Lawreshwar Polymers Limited || |
| ||(Ramesh Chand Agarwal) |
|Place: Jaipur ||Chairman |
|Dated: 27.05.2015 ||DIN:00108287 |