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Lahoti Overseas Ltd.

BSE: 531842 Sector: Others
NSE: N.A. ISIN Code: INE515C01023
BSE 00:00 | 22 Jan 16.50 -0.25
(-1.49%)
OPEN

16.75

HIGH

17.15

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16.20

NSE 05:30 | 01 Jan Lahoti Overseas Ltd
OPEN 16.75
PREVIOUS CLOSE 16.75
VOLUME 13124
52-Week high 20.45
52-Week low 6.77
P/E 7.97
Mkt Cap.(Rs cr) 48
Buy Price 16.50
Buy Qty 103.00
Sell Price 16.50
Sell Qty 990.00
OPEN 16.75
CLOSE 16.75
VOLUME 13124
52-Week high 20.45
52-Week low 6.77
P/E 7.97
Mkt Cap.(Rs cr) 48
Buy Price 16.50
Buy Qty 103.00
Sell Price 16.50
Sell Qty 990.00

Lahoti Overseas Ltd. (LAHOTIOVERSEAS) - Director Report

Company director report

TO THE MEMBERS OF LAHOTI OVERSEAS LIMITED

Your Company's Directors take pleasure in presenting the Twenty Fourth Annual Reportalong with Audited Financial Statements of your Company and its subsidiaries for theFinancial Year ended March 31 2019.

FINANCIAL RESULTS:

The financial performance of the Company for the year ended March 31 2019 issummarized below:

Particulars

Standalone

Consolidated

For the Financial Year Ended

For the Financial Year Ended

March 31 2019 March 31 2018 March 31 2019 March 31 2018
Gross Income 64658.49 46258.42 64666.68 46259.74
Gross Profit before Depreciation and Tax 2497.01 914.28 2503.94 921.03
Less: Depreciation 352.79 265.03 352.78 265.03
Profit Before Tax 2144.22 649.25 2151.16 656.00
Provision for Tax
Current Tax 541.93 197.00 550.82 197.02
Deferred Tax (13.51) 82.97 (13.51) 82.97
Profit after Tax before period items 1615.80 369.28 1613.86 376.01
Balance b/f from previous year 8734.34 8842.55 8760.40 8705.39
Amount available for appropriation 9722.31 8920.04 10397.49 8901.12
Less: Dividend Payout 58.34 116.68 58.34 116.68
Corporate Dividend Tax 11.88 23.76 11.88 23.76
Transferred to General Reserves - - - -
Reserves and surplus 12114.76 10417.83 121146.93 10580.34

RESULTS OF OPERATIONS:

During the year under review your Company has reported a standalone total income of Rs.64176.40 Lakhs as compared to Rs. 46258.42 Lakhs for the previous year. Further the netprofit for the current year under review was Rs. 1615.80 Lakh as compared to Rs. 369.28Lakhs in previous year.

DIVIDEND:

Your Directors are pleased to recommend a final dividend @ 15% (i.e. ' 0.30) per equityshare on 29171500 Equity shares of Face Value of Rs. 2 each amounting to '8751450 forthe year ended March 31 2019.

The Final Dividend subject to approval of the Members will be paid within statutoryperiod to the Members whose name appear in the Register of Members as on the record datei.e. September 21 2019. The Dividend payout for the year under review has been formulatedin accordance with the shareholder's aspirations and the Company's policy to paysustainable dividend linked to long term growth objectives of the Company to be met byinternal cash accruals.

The Register of Members of the Company will remain closed from Sunday September 222019 to Saturday September 28 2019 (both days inclusive) for annual closing anddetermining the entitlement of the shareholders to the final dividend for Financial Year2018-19

INVESTOR EDUCATION AND PROTECTION FUND

During the year the unclaimed dividend amount of Rs. 66880.00 pertaining to thedividend for the financial year ended March 31 2011 was transferred to the InvestorEducation & Protection Fund in compliance with the provisions of Sections 124 and 125of the Companies Act 2013

In compliance with these provisions read with the Investor Education and ProtectionFund Authority (Accounting Audit Transfer and Refund) Rules 2016 your Company alsotransferred 5575 Equity shares to the Demat Account of the IEPF Authority in respect ofwhich dividend had remained unpaid/unclaimed for a consecutive period of 7 years.

NATURE OF BUSINESS AND CHANGES THEREIN:

The Company is engaged in the business of Merchant Exports of Cotton textiles and tospecialize in the export of quality Cotton Yarns and Fabrics. Lahoti's range today coversa wide variety of Cotton Yarns including carded & combed ring spun yams of coarse& fine counts ply yarns special yarns and grey knitted and woven fabrics.

The Company is also engaged in the business of setting up of Power projects and togenerate supply distribute transmit and transform electric or other sources of power.

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 have been no material changes or commitments affecting the financial position ofthe Company between the end of the financial year to which the financial statements relateand the date of report.

SUBSIDIARY COMPANIES:

The Company has 2 (two) Wholly Owned Subsidiaries. As on 31st March 2019 Company hasonly 1 (one) Wholly Owned Subsidiary i.e G. Vaaradan Ltd.

1. Lahoti Spintex and Energy Limited (Formerly known as Lahoti Spintex Limited)*

2. G. Varadan Limited

During the year the Board of Directors (‘the Board') reviewed the affairs of thesubsidiary. In accordance with Section 129(3) of the Companies Act 2013 we have preparedconsolidated financial statements of the Company and all its subsidiary which form partof the Annual Report. Further a statement containing the salient features of thefinancial statement of our subsidiary in the prescribed format AOC-1 is appended asAnnexure -1 to the Directors' Report. The statement also provides the details ofperformance financial position of the subsidiary. In accordance with Section 136 of theCompanies Act 2013 the audited financial statements including the consolidatedfinancial statements and related information of the Company and audited accounts of itssubsidiary will be available for inspection during business hours at the Registered officeof the Company.

No Independent Director on the Board of the Company is required to be inducted on theBoard of its subsidiary as it is not a material non-listed subsidiary Company as definedin the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The AuditCommittee of the Company reviews the financial statements of the unlisted subsidiarycompany. The minutes of the Board meetings of unlisted subsidiary company are regularlyplaced at the Board meetings of the Company.

Note: * Lahoti Spintex and Energy Limited

(Formerly known as Lahoti Spintex Limited) ceases to be a subsidiary from 30.03.2019

DEPOSIT:

During the year under review your Company did not accept any deposits in terms ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014. No amounts were outstanding which were classified as ‘Deposits' underthe applicable provisions of Companies Act 2013 as on the date of Balance Sheet andhence the requirement for furnishing of details of deposits which are not in compliancewith the Chapter V of the Companies Act 2013 is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review the Company has duly entered into related partytransactions as per the provisions of Section 188 of the Companies Act 2013. Theparticulars of contracts or arrangements with related parties referred to in section188(1) of the Companies Act 2013 in the prescribed Form AOC - 2 is appended as Annexure- 2 to the Board Report. Further there are no materially significant related partytransactions during the year under review made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company.

The Company has formulated a related party transactions policy and the same isdisplayed on the website of the company viz. http://lahotioverseas.in/PDFs/policies/related-partv-transactions-policv.pdf

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the Financial Statements provided in this Annual Report.

However the Company was not required to pass special resolution as the Loans advancedand investments made in accordance with the said provisions has not exceeded the limits asspecified in the provision.

BOARD OF DIRECTORS :

As per the requirements of Section 149 152 of the Companies Act 2013 (the Act) andsuch other applicable provisions of the Act and as per provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 which defines the compositionof the Board the Board of Directors of the Company have been constituted in compliancewith the said Sections.

Further at the time of appointment of an Independent Director the Company issues aformal letter of appointment detailing their role and function in the Company the formatof the letter of appointment whereof is available on the website of the Company at: http://lahotioverseas.in/PDFs/policies/terms-and-conditions-of-appointment-of-independent-directors. pdf

As on the date of this report the Company's Board consists of the following Directors:

1. Mr. Prakash Ramchandra Bang

2. Mr. Prem Sardarilal Malik

3. Ms. Meghna Vijay Panchal

4. Mr. Ujwal Lahoti

5. Mr. Umesh Lahoti

6. Mr. Aadhitiya Lahoti

KEY MANAGERIAL PERSONNEL

Mr. Umesh Lahoti Managing Director Mr. Pradeep Bachhuka Chief Financial Officer andMs. Akshita Jhawar Company Secretary & Compliance Officer are the Key ManagerialPersonnel of the Company in terms of Section 2(51) read with Section 203(1) of theCompanies Act 2013.

During the year Ms. Avani D. Lakhani Company Secretary & Compliance Officer hasresigned from the post w.e.f. 23.03.2019 & Ms. Akshita Jhawar has appointed as CompanySecretary & Compliance Officer w.e.f. 30.05.2019.

DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Prakash Ramchandra Bang Mr. Prem Sardarilal Malik and Ms. Meghna Vijay Panchal arethe Independent Directors on the Board of the Company.

The Company has received the declaration from all the Independent Directors confirmingthat they meet the criteria as set out in the provisions of Section 149(6) of theCompanies Act 2013 and the relevant provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

A) Formal Annual Evaluation

In terms of the provisions of the Companies Act 2013 read with Rules issued thereunderand SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 the Board ofDirectors on recommendation of the Nomination and Remuneration Committee have evaluatedthe effectiveness of the Board/ Director(s) for the financial year 2018-2019.

COMMITTEES OF BOARD:

The Board has 4 Committees: Audit Committee Stakeholder's Relationship CommitteeNomination and Remuneration Committee and the Corporate Social Responsibility Committee. Adetailed note on the functions of the Board and Committee are provided in the CorporateGovernance Report. The Composition of the Committees are as follows:

1. Audit Committee

The Audit Committee comprises of the following members:

Name of the Director Designation in the Committee
Mr. Prakash Ramchandra Bang (Independent Director) Chairman
Ms. Meghna Vijay Panchal (Independent Director) Member
Mr. Prem Sardarilal Malik (Independent Director) Member

Kindly refer to the section on Corporate Governance under the head ‘AuditCommittee' for matters relating to constitution meetings and functions of the Committee.

2. Stakeholder's Relationship Committee

Name of the Director Designation in the Committee
Ms. Meghna Vijay Panchal (Non-Executive Independent Director) Chairperson
Mr. Umesh Rambilas Lahoti (Managing Director) Member
Mr. Ujwal Rambilas Lahoti (Executive Director) Member

Kindly refer to the section on Corporate Governance under the head ‘StakeholdersRelationship Committee' for matters relating to constitution meetings and functions ofthe Committee.

3. Nomination and Remuneration Committee

Name of the Director Designation in the Committee
Ms. Meghna Vijay Panchal (Independent Director) Chairperson
Mr. Prakash Ramchandra Bang (Independent Director) Member
Mr. Prem Sardarilal Malik (Independent Director) Member

Kindly refer section on Corporate Governance under the head ‘Nomination &Remuneration Committee' for matters relating to constitution meetings functions of theCommittee and the remuneration policy formulated by this Committee.

4. Corporate Social Responsibility Committee

Name of the Director Designation in the Committee
Mr. Ujwal Rambilas Lahoti (Executive Director) Chairman
Mr. Umesh Rambilas Lahoti (Managing Director) Member
Mr. Prakash Ramchandra Bang (Independent Director) Member

COMPANIES POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

In Compliance with Section 178 of the Companies Act 2013 and the relevant provisionsof SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 the Boardconstituted the Nomination and Remuneration Committee comprising of Three (3)Non-Executive Independent Directors of the Company and further the Board in consultationwith the Nomination and Remuneration Committee formulated the Nomination and RemunerationPolicy.

The Remuneration policy of the Company comprises inter alia the aims and objectivesprinciples of remuneration guidelines for remuneration to Executive and Non-ExecutiveDirectors and Key Managerial Personnel and criteria for identification of the BoardMembers and appointment of Senior Management.

The Criteria set out identification of the Board members are given hereunder:

1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

2. A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.

The Nomination and Remuneration Policy has been posted on the website of the Company http://lahotioverseas.in/PDFs/policies/nomination-and-remuneration-committee-policy. pdf

ANNUAL EVALUATION OF THE BOARD:

Pursuant to applicable provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board had adopted a formalmechanism for evaluating its own performance and as well as that of its Committees andindividual Directors including the Chairman of the Board.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year no reportable material weakness in the design oroperations were observed.

INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR)

The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. During the year such controls were testedand no reportable material weakness in the design or operations were observed. The Companyhas policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assetstheprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has constituted a CSR Committee comprising of Mr. Ujwal Rambilas Lahoti asChairman Mr. Umesh Rambilas Lahoti & Mr. Prakash Ramachandra Bang as its members. TheCommittee is responsible for formulating and monitoring the CSR policy of the Company.

CSR activities as per the provisions of the Companies Act 2013 may be undertaken bythe Company through a registered trust or a registered society.

The CSR policy as adopted by the Company can be viewed on the website of the Companyat: http:// lahotioverseas.in/PDFs/policies/corporate-social- responsibilitv-policv.pdf.

The Annual report on the CSR activities undertaken by the Company is appended to thisreport as Annexure -3.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND VARIOUS COMMITTEE:

During the year Five Board Meetings were convened and held the details of number ofmeetings of the Board and various Committee during the Financial Year 20182019 forms partof the Corporate Governance Report.

VIGIL MECHANISM/WHISTLE BLOWER:

As per the provisions of Section 177(9) and 177(10) of the Companies Act 2013 and therelevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has adopted a Whistle Blower Policy to report genuine concerns orgrievances and to deal with the instances of fraud and mismanagement.

The Whistle Blower Policy has been posted on the website of the Companyhttp://lahotioverseas.in/PDFs/ policies/whistle-blower-policy.pdf During the year underreview there were no complaints/ concerns that arose.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Companies Act 2013 and to the bestof their knowledge and belief and according to the information and explanations obtained/received from the operating management your Directors make the following statement andconfirm that-

(a) in the preparation of the Annual Accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS' REPORT:

In accordance with Section 139(1) of the Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014 Palan and Co. Chartered Accountants Mumbai(Registration No.133811W) Statutory Auditors of the Company hold office upto theconclusion of the 27th Annual General Meeting of the Company. However theirappointment as Statutory Auditors of the Company is subject to ratification by the Membersat every Annual General Meeting.

In terms of the provisions relating to statutory auditors forming part of the CompaniesAmendment Act 2017 notified on May 7 2018 ratification of appointment of StatutoryAuditors at every AGM is no more a legal requirement. Accordingly the notice conveningthe ensuing AGM does not carry any resolution on Ratification of the appointment of theStatutory Auditors.

The Reports of the Statutory Auditors Palan and Co. Chartered Accountants on theStandalone and Consolidated Financial Statements of the Company for the year 2019 formpart of this Annual Report. The statutory auditors have submitted a unmodified opinion onthe audit of Financial Statements for the year 2019 and there is no qualificationreservation adverse remark or disclaimer given by the Auditors in their Report andtherefore the same does not call for any further comments/explanation from the Directors.

SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Your Company hasappointed Kothari H. & Associates a firm of Practicing Company Secretaries as aSecretarial Auditor of the Company for conducing secretarial audit of Company for theFinancial Year 2018 - 19.

The report in respect of the Secretarial Audit carried out by Kothari H. &Associates Company Secretaries in Form MR-3 for the FY 2018-19 forms part to this reportas Annexure - 4. The said report does not contain any adverse observation or qualificationrequiring explanation or comments from the Board under Section 134(3) of the CompaniesAct 2013.

EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential rights / sweat equityshares/ employee stock options or not made any provision of its own shares by employees orby trustees for the benefit of employees during the Financial Year 2018-2019

The Company has not made any purchase or provision of its own shares by employees or bytrustees for the benefit of employees during the Financial Year 2018-2019.

LISTING:

At present the Company's Equity Shares are listed at BSE Limited and the Company haspaid Listing Fees to the above Stock Exchanges for the year 2019-20.

DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL:

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure - 5 to the Board's report.

SIGNIFICANT AND MATERIAL ORDERS:

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.

RISK MANAGEMENT:

Risk management is the identification assessment and prioritization of risks followedby coordinated and economical application of resources to minimize monitor and controlthe probability and/or impact of unfortunate events or to maximize the realization ofopportunities. Risk management's objective is to assure uncertainty does not deflect theendeavor from the business goals.

The Company has laid down procedures to inform the members of the Board about the riskassessment and minimization procedures. A risk management committee consisting of seniorexecutives of the Company periodically reviews these procedures to ensure that executives'management controls risk through means of a properly defined framework. A seniorindependent director is associated with the committee. The Company has framed the riskassessment and minimization procedure which is periodically reviewed by the Board. Therisk management policy is displayed on the website of the Company viz.http://lahotioverseas.in/PDFs/policies/ risk-management-policy.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the provisions of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis of the financial condition andresults of consolidated operations of the Company under review is annexed and forms anintegral part of the Annual Report.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance for the year under review together with thecertificate from the Auditor of the Company regarding compliance of the conditions ofCorporate Governance as stipulated in the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of the Annual Report.

CERTIFICATE FROM PCS UNDER SCHEDULE V (C) (10) (I) OF SEBI (LODR)

The Certificate from the practicing Company secretary as per Schedule V (C) (10) (i) ofSEBI (LODR) certifying that none of the directors on the board of the company have beendebarred or disqualified from being appointed or continuing as directors of companies bythe Board/Ministry of Corporate Affairs or any such statutory authority is annexed to thisDirectors' Report as Annexure - 7.

EXTRACTS OF ANNUAL RETURN:

As per the provisions of Section 134(3) (a) of the Companies Act 2013 an extract ofthe Annual Return in the prescribed format in Form MGT-9 is annexed to this Directors'Report as Annexure - 6. and also available on at the website of the Company i.e. www.lahotioverseas.in

ENERGY CONSERVATION MEASURES TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGNEXCHANGE EARNINGS AND OUTGO

Your Company is not engaged in any manufacturing activity and thus its operations arenot energy intensive. However adequate measures are always taken to ensure optimumutilization and maximum possible saving of energy. The Company has installed energyconservative equipment's like LED (Light Emitting Diode) lights instead of CFL (CompactFluorescent Lamp).

The Company has maintained a technology friendly environment for its employees to workin. Your Company uses latest technology and equipment's. However since the Company is notengaged in any manufacturing the information in connection with technology absorption isNIL.

During the period under review the Company has earned Foreign Exchange of Rs. 60719.98Lakhs and incurred the Foreign Exchange outgo of Rs. 506.03 Lakhs

SECRETARIAL STANDARDS:

The Company complies with all the Secretarial Standards.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place the "Policy on Prevention of Sexual Harassment at theWorkplace" in line with the requirements of The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the year under reviewno complaints were received by the Committee for Redressal.

ACKNOWLEDGEMENT

Your Company's Directors wish to express their grateful appreciation for co-operationand support received from customers financial institutions Banks regulatoryauthorities customers vendors and members and the society at large.

Deep sense of appreciation is also recorded for the dedicated efforts and contributionof the employees at all levels as without their focus commitment and hard work theCompany's consistent growth would not have been possible despite the challengingenvironment.

For and on behalf of the Board of Directors
Sd/- Sd/-
Ujwal Rambilas Lahoti Umesh Rambilas Lahoti
(Executive Chairman) (Managing Director)
(DIN: 00360785) (DIN: 00361216)
Place: Mumbai
Date : August 9 2019

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