LN Industries India Ltd.
|BSE: 530745||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE366C01013|
|BSE LIVE 11:12 | 07 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 530745||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE366C01013|
|BSE LIVE 11:12 | 07 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
The Members of LN INDUSTRIES INDIA LIMITED.
Your Directors hereby present the Twenty Second Annual Report of your Company togetherwith the Audited Accounts for the financial year ended March 312015 and the Report of theAuditor thereon.
(Rs. In Lakhs
STATE OF COMPANY'S AFFAIRS:
The Company has undertaken during the year only Job works/Conversion Works owing tolack of working capital. Due to the same the turnover has been very low during the year.The Development activity at the land given by Company under Joint Development Agreementwould commence shortly with the receipt of necessary approvals from RegulatoryAuthorities. The Working Capital and Term Loan due to State Bank of Hyderabad (SBH) aredeclared as NPA (Non Performing Asset) by Bankers. State Bank of Hyderabad has initiatedaction for recovery of the dues of the Company.
INDUSTRY STRUCTURE AND DEVELOPMENT:
The Company is engaged in the manufacture of Texturized Twisted Polyester Dyed Yarn andNylon Dyed Yarn. It has also significant presence in the trading of various textileproducts.
One of the major finished products of the Company Polyester Dyed Yarn is used in themanufacturing of Dress Materials Sarees Shirting Suiting and Furnishing Fabrics.Another product Nylon Dyed Yarn is used in the manufacture of Socks Sports Gear etc.
The industry offers significant leverage to the Company for scaling up its operationsboth in terms of the higher volumes of the existing products as well as the scope forsetting up new and enhanced facilities which can facilitate back ward integration for thepresent product line of the Company. Because of the products application and utilityacross the wide spectrum of the users segment offers significant opportunities forgrowth.
LISTING OF EQUITY SHARES:
The Company's Equity shares are presently listed on BSE Limited and the Company haspaid the Annual Listing Fees to the said Stock Exchanges for the financial year 2014 -2015.
TRANSFER TO RESERVES:
The Company has incurred a loss of Rs.394.94 lacs during the year. The said loss is setoff against the reserves held by the Company.
CHANGE IN NAUTURE OF BUSINESS IF ANY:
During the year under review there has been no change in the nature of business of theCompany.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT:
There are no material changes and commitments in the business operations of the Companyfrom the financial year ended 31st March 2015 to the date of signing of the DirectorsReport.
PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY:
The Company does not have any subsidiaries or associate companies. Hence the requiredinformation under this head is not being attached to the report.
The Corporate Governance Report and a certificate by the Statutory Auditors regardingcompliance of the conditions of corporate governance by your Company as stipulated inclause 49 of the Listing Agreement with Stock Exchanges are annexed to this Report.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
All the Independent Directors have given declarations of Independence as requiredpursuant to Section 149 (7) of the Companies Act 2013 stating that they meet the criteriaof Independence as provided in subsection (6) of Section 149 of the Companies Act 2013.
MEETING OF INDEPENDENT DIRECTORS:
The performance of the Individual Directors on the Board and the Committees thereof isdone by the Board and the Independent Directors in their exclusive meeting done as per thepolicy formulated by the Board in this regard.
In terms of the provisions of Section 177 of the Companies Act 2013 your Company hasformulated a Whistle Blower Policy as a Vigil Mechanism. This mechanism aims forconducting the affairs in a fair and transparent manner by adopting highest standards ofprofessionalism honesty integrity and ethical behavior. All permanent employees of theCompany are covered under the policy.
This mechanism is for the employees to report concerns about unethical behavior actualor suspected fraud or violation of Code of Conduct and Ethics. It also provides foradequate safeguards against victimization of employees who avail of the mechanism andallows direct access to the Chairman of the Audit Committee in exceptional cases.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the performance evaluation of the Board the Committees of the Board andIndividual Directors is done on annual basis.
The evaluation is done by the Board Nomination and Remuneration Committee andIndependent Directors with specific focus on the performance and effective functioning ofthe Board and Individual Directors.
CHANGES IN DIRECTORS:
On the recommendations of the nomination and remuneration committee the Boardappointed Mrs. Sneha Rupesh Talreja (DIN 07161901) as an Independent Director on the Boardwith effect from 21st April 2015. We seek your support in confirming the appointment ofMrs. Sneha Rupesh Talreja (DIN 07161901) in the ensuing Annual General Meeting.
RE - APPOINTMENTS:
As per the provisions of the Companies Act 2013 Sri. Shailesh Shivram Mistry (DIN:02828383) retires at the ensuing Annual General Meeting and being eligible seek hisre-appointment. The Board recommends his re-appointment. None of the independent directorswill retire at the ensuing Annual General Meeting.
During the year under review Sri.G.RameshBabu has resigned as Director of the Companydue to his preoccupation. The Board places on record its appreciation for the servicesrendered by him during his tenure as the Director of the Company.
CHANGES IN KEY MANAGERIAL PERSONNEL:
There have been no changes in the Key Managerial Personnel.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review Five (5) times Board meetings were held on the followingdates:
1. 29th May ' 2014.
2. 12th August ' 2014.
3. 30th August ' 2014.
4. 14th November ' 2014.
5. 14th February ' 2015.
The intervening gap between any two Board Meetings was within the period prescribedunder the provisions of the Companies Act 2013. All the recommendations given by theAudit Committee are accepted by the Board.
INTERNAL FINANCIAL CONTROL:
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(5) of the Act and based on therepresentations received from the management the directors hereby confirm that:
i. in the preparation of the annual accounts for the financial year 2014 - 15 theapplicable accounting standards have been followed and there are no material departures;
ii. selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit of theCompany for the financial year;
iii. and sufficient care to the best of their knowledge and ability for the maintenanceof adequate accounting records in accordance with the provisions of the Act. They confirmthat there are adequate systems and controls for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;
iv. prepared the annual accounts on a going concern basis;
v. laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and operating properly; and
vi. devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively
DH:THJS '1'I J
CORPORATE SOCIAL RESPONSIBILITY:
Your Company does not fall under any of the criteria specified under the provisions ofCompanies Act 2013. Hence the Company has not constituted any committee and is notrequired to furnish information required under the provisions of the said Act.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
There have been no loans guarantees and investments under Section 186 of the Actduring the financial year 2014 - 15.
TRANSACTIONS WITH RELATED PARTIES:
There were no related party transactions during the year except that entered in theordinary course of business and on arms length basis. There were no materially significantrelated party transactions between your Company and the Directors promoters KeyManagerial Personnel and other designated persons which may have a potential conflict withthe interest of Company at large.
Form AOC - 2 for disclosure of particulars of contracts / arrangements entered into byyour Company with related parties is attached herewith as Annexure - I.
TECHNOLOGY ABSORPTION ENERGY CONSERVATION & FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information in accordance with clause (m) of sub section (3) of Section 134 of theCompanies Act 2013 is annexed herewith as Annexure - II to this report.
PARTICULARS OF EMPLOYEES:
The information and statement containing particulars of employees required pursuant toSection 197 of the Companies Act 2013 read with Rule 5 (1) and Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company are provided in Annexure - III and forms part of this report.
The Nomination and remuneration committee of the Company has affirmed that theremuneration is as per the Remuneration policy of the Company.
Your Directors take this opportunity to record their deep appreciation of thecontinuous support and contribution from all employees of the Company.
EXTRACT OF ANNUAL RETURN:
As required under Sub-Section (3) of Section 92 of the Companies Act 2013 and Rule12(1) of the Companies (Management and Administration) Rules 2014 an extract of AnnualReturn in Form MGT - 9 forms part of this report as Annexure - IV.
During the year under review your Company has not accepted any fixed deposits and assuch no amount of principal or interest was outstanding as of the Balance Sheet date.
At the Annual General Meeting held on September 30 2014 M/s. Kumar & GiriChartered Accountants were appointed as the Statutory Auditors of the Company to holdoffice till the conclusion of the 21st Annual General Meeting. In terms of the firstproviso to Section 139 of the Companies Act 2013 the appointment of the auditors shallbe placed for ratification at every Annual General Meeting. Accordingly the appointmentof M/s. Kumar & Giri Chartered Accountants as the statutory auditors of the Companyis placed for ratification by the shareholders. In this regard the Company has received acertificate from the auditors to the effect that if they are reappointed it would be inaccordance with the provisions of Section 141 of the Companies Act 2013.
There are no specifications reservations adverse remarks on disclosures by theStatutory Auditors in their report. They have not reported any incident of fraud to theAudit Committee of the Company during the year under review.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under.
During the financial year 2014-15 the Company has not received any complaints onsexual harassment.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
Your Directors place on record their appreciation for the assistance and co-operationextended by the Bankers State and Central Government agencies. Your Director also thanksall the Customers Members and Employees for their valuable support and confidence in theCompany.
on behalf of the Board of Directors
for LN INDUSTRIES INDIA LIMITED
G. SURENDER REDDY
Place: Hyderabad. DIN:00109441
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31.03.2015
[Pursuant to section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment
and Remuneration Personnel) Rules 2014]
M/s. LN Industries India Limited
H.No.8-3-898/16/4 Sri Laxmi Narasmiha Niwas
Nagarjuna Nagar Colony Road No.2
Srinagar Colony Hyderabad
Telangana-500 073 INDIA
AUTHORISED CAPITAL RS. 255000000/-
I CS Rakesh Kapur Company Secretary have conducted the Secretarial Audit of thecompliance of applicable statutory provisions and the adherence to good corporatepractices by M/s. LN Industries India Limited CIN: L18100TG1993PLC015268 ] (hereinaftercalled the company).Secretarial Audit was conducted in a manner that provided me areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon. Based on my verification of the M/s. LN Industries IndiaLimited's books papers minute books forms and returns filed and other recordsmaintained by the company and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial audit I herebyreport that in my opinion the company has during the audit period covering the financialyear ended on 31.03.2015 complied with the statutory provisions listed
Hereunder and also that the Company has proper Board-processes and compliance-mechanismin place to the extent in the manner and subject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s. LN Industries India Limited ("the Company") for thefinancial year ended on 31.03.2015 according to the provisions of:
(i) The Companies Act 2013 and the Companies Act 1956 (to the extent applicable) (theAct) and the rules made there under.
(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;
(iii) The Depositories Act 1996 and the Regulations and Byelaws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011. The Company has not received any disclosure under Regulation29 and 30.
(b) The Company has complied with The Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 1992.
However the Company has adopted the prescribed code of conduct under the Regulations.c) The Securities and Exchange Board of India (Registrars to an Issue and Share TransferAgents) regulations1993 regarding the Companies Act and dealing with client;
(vi) As informed to me the following other Laws specifically applicable to the Companyas under:
1. The Employees' Provident Funds and Miscellaneous Provisions Act 1952
2. Employees' State Insurance Act 1948
3. Equal Remuneration Act 1976
4. The Industrial Employment (Standing Orders) Act 1946
5. Maternity Benefit Act 1961
6. The Minimum Wages Act 1948
7. The Payment of Wages Act 1936
8. The Negotiable Instruments Act 1881
9. The Water (Prevention and Control of Pollution) Act 1974
10. The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.
The Company has not constituted an internal complaints Committee.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards relating to General and Board Meeting Minutes issued by TheInstitute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with Bombay Stock ExchangeLimited Mumbai;
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to theobservations noted against each legislation.
In respect of other laws specifically applicable to the Company I have relied oninformation/records produced by the Company during the course of my audit and thereporting is limited to that extent.
I further report that The Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act. Adequatenotice is given to all directors to schedule the Board Meetings agenda and detailed noteson agenda were sent at least seven days in advance and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meetingand for meaningful participation at the meeting. All decisions of the board were unanimousand the same was captured and recorded as part of the minutes.
I further report that there is scope to improve the systems and processes in thecompany and operations of the company to monitor and ensure compliance with applicablelaws rules regulations and guidelines.
I further report that during the audit period there were no instances of:
(i) Public/Right/Preferential issue of shares / debentures/ sweat equity.
(ii) Redemption / buy-back of securities
(iii) Major decisions taken by the members in pursuance to section 180 of the CompaniesAct 2013
(iv) Merger / amalgamation / reconstruction etc.
(v) Foreign technical collaborations
CS Rakesh Kapur
FCS No. 3863 C P No.: 12085
Place : Mumbai Date : 30/5/2015
COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE
The Board of Directors
LN Industries India Limited
We have reviewed the implementation of Corporate Governance procedures by LN IndustriesIndia Limited during the period ended 31st March ' 2015 with the relevant records anddocuments maintained by the Company furnished to us for our review and the report onCorporate Governance as approved by the Board of Directors.
The compliance of conditions of corporate governance is the responsibility of themanagement. Our examination was limited to a review of procedures and implementationthereof adopted by the Company for ensuring the compliance of the conditions of CorporateGovernance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.
We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company.
On the basis of our review and according to the information and explanations given tous various conditions of Corporate Governance as stipulated in Clause 49 of the listingagreements with the stock exchanges have not been compiled by the Company and no investorgrievance is pending for a period exceeding one month against the Company as per therecords maintained by the Shareholders / Investors Grievance Committee.
for KUMAR & GIRI. Chartered Accountants FRN 01584S
J. Bhadra Kumar. Partner.
M. No.025480. Date: 29-08-2015.