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Lahoti Overseas Ltd.

BSE: 531842 Sector: Others
NSE: N.A. ISIN Code: INE515C01023
BSE 00:00 | 22 Oct 11.45 0.74
(6.91%)
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10.95

HIGH

11.92

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10.84

NSE 05:30 | 01 Jan Lahoti Overseas Ltd
OPEN 10.95
PREVIOUS CLOSE 10.71
VOLUME 12372
52-Week high 26.00
52-Week low 9.55
P/E 2.52
Mkt Cap.(Rs cr) 33
Buy Price 11.00
Buy Qty 100.00
Sell Price 11.45
Sell Qty 1617.00
OPEN 10.95
CLOSE 10.71
VOLUME 12372
52-Week high 26.00
52-Week low 9.55
P/E 2.52
Mkt Cap.(Rs cr) 33
Buy Price 11.00
Buy Qty 100.00
Sell Price 11.45
Sell Qty 1617.00

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 Third Annual Reportalong with Audited Financial Statements of your Company and its subsidiaries for theFinancial Year ended March 31 2018.

FINANCIAL RESULTS:

The financial performance of the Company for the year ended March 31 2018 issummarized below:

Particulars

Standalone

Consolidated

For the Financial Year Ended

For the Financial Year Ended

March 31 2018 March 31 2017 March 31 2018 March 31 2017
Gross Income 46258.42 57295.71 46259.74 57306.13
Gross Profit before Depreciation and Tax 914.28 1707.64 921.03 1717.78
Less: Depreciation 265.03 303.65 265.03 303.65
Profit Before Tax 649.25 1403.99 656.00 1414.13
Provision for Tax
Current Tax 197.00 310.13 197.02 311.97
Deferred Tax 82.97 - 82.97 -
Profit after Tax before period items 369.28 1093.86 376.01 1102.16
Balance b/f from previous year 8684.56 7114.35 8705.39 7126.68
Amount available for appropriation 8874.78 8766.60 8901.12 8787.43
Less: Dividend Payout 116.68 - 116.68 -
Corporate Dividend Tax 23.76 - 23.76 -
Transferred to General Reserves - 82.04 0 82.04
Reserves and surplus 10553.99 10504.22 10580.34 10525.04

RESULTS OF OPERATIONS:

During the year under review your Company has reported a standalone total income of46258.42 Lakhs as compared to Rs.57295.71 Lakhs for the previous year. Further the netprofit for the current year under review was 369.28 Lakh as compared to Rs.1093.86 Lakhsin previous year.

DIVIDEND:

Your Directors are pleased to recommend a final dividend @ 10% (i.e. Rs.0.20) perequity share on 29171500 Equity shares of Face Value of Rs.2 each amounting to'5834300 for the year ended March 31 2018.

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 2018. 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 Saturday September 222018 to Friday September 28 2018 (both days inclusive) for annual closing anddetermining the entitlement of the shareholders to the final dividend for financial year2017-2018.

INVESTOR EDUCATION AND PROTECTION FUND

During the year the unclaimed dividend amount of Rs.70605.00 pertaining to thedividend for the financial year ended March 31 2010 were 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 16612 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 as on March 31 2018 have 2 (Two) Wholly Owned Subsidiaries viz. LahotiSpintex and Energy Limited (Formerly known as Lahoti Spintex Limited) and G. VaradanLimited.

During the year the Board of Directors (‘the Board') reviewed the affairs of thesubsidiaries. In accordance with Section 129(3) of the Companies Act 2013 we haveprepared consolidated financial statements of the Company and all its subsidiaries whichform part of the Annual Report. Further a statement containing the salient features ofthe financial statement of our subsidiaries in the prescribed format AOC-1 is appended as ANNEXURE1 to the Directors' Report. The statement also provides the details of performancefinancial positions of each of the subsidiaries. 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 eachof its subsidiaries will be available for inspection during business hours at theRegistered office of the Company.

No Independent Director on the Board of the Company is required to be inducted on theBoard of its subsidiaries as none of the subsidiary is a material non-listed subsidiaryCompany as defined in the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Audit Committee of the Company reviews the financial statements ofthe unlisted subsidiary companies. The minutes of the Board meetings of unlistedsubsidiary companies are regularly placed at the Board meetings of the Company.

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:

Section 188 of the Companies Act 2013 read with the Companies (Meetings of Board andits Powers) Rules 2014 specifies the requirement for approval of the Board and/or theMembers as and when applicable in related party transactions in relation tocontracts/arrangements.

During the year under review the Company has not entered into related partytransactions as per the provisions of Section 188 of the Companies Act 2013. Thusdisclosure in Form AOC-2 is not required. Further there are no materially significantrelated party transactions during the year under review made by the Company withPromoters Key Managerial Personnel or other designated persons which may have a potentialconflict with the 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-party- transactions-policy.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/terms-and-conditions-of-appointment-of-independent-directors.pdf

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

1. Mr. Prakash Ramchandra Bang

2. Mr. Prem Sardarilal Malik

3. Ms. Meghna Vijay Panchal

1. Re-appointments

During the year under review Mr. Aadhitiya Ujwal Lahoti has been re-appointed as WholeTime Director of the Company for the period of Five Years w.e.f. September 01 2017.

In accordance with the provisions of the Companies Act 2013 Mr. Ujwal Rambilas Lahotiretires by rotation at the ensuing AGM and is eligible has offered himself forre-appointment.

The Independent Directors of the Company viz. Mr. Prem Sardarilal Malik and Mr. PrakashRamchandra Bang were appointed as Independent Directors of the Company at the AnnualGeneral Meeting of the Company held on September 29 2014 to hold office for a term of 5(five) consecutive years up to March 31 2019 in line with the provisions of Section 149and other applicable provisions of the Companies Act 2013 (‘Act') including therules made thereunder and the erstwhile Listing Agreement.

SEBI has vide Notification dated May 9 2018 notified SEBI (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2018 to amend certain provisions orSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. One suchamendment is insertion of new Sub-Regulation (1A) in Regulation 17 which stipulates thatno listed entity shall appoint a person or continue the directorship of any person asNon-Executive Director who has attained the age of 75 years unless a Special Resolution ispassed to that effect in which case the explanatory statement annexed to the notice forsuch motion shall indicate the justification for appointing such a person. The saidamendment shall come into force with effect from April 01 2019.

It is proposed that these Independent Directors be reappointed for a second term of 5(five) consecutive years to hold office up to March 31 2024.

Accordingly necessary resolutions are being placed for approval of the members at the23rd AGM of the Company.

2. Cessation of Director

Pursuant to Section164 of the Companies Act 2013 and as per Ministry of CorporateAffairs (MCA) circular dated September 06 2017 Mr. Vijay Dattatrya Ajgaonkardisqualified to act as Director and therefore he ceased to act as Independent Director ofthe Company w.e.f. September 06 2017.

KEY MANAGERIAL PERSONNEL

Mr. Umesh Lahoti Managing Director Mr. Pradeep Bachhuka Chief Financial Officer andMs. Avani Lakhani Company Secretary are the Key Managerial Personnel of the Company interms of Section 2(51) read with Section 203(1) of the Companies Act 2013.

During the year there were no changes in the composition of the Key ManagerialPersonnel of the Company.

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 thedeclaration from all the Independent Directors confirming that they meet the criteria asset out in the provisions of Section 149(6) of the Companies Act 2013 and the relevantprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

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
Ms. Avani D Lakhani (Company Secretary) Secretary

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 toconstitution meetings functions of the Committee and the remuneration policy formulatedby this Committee.

4. Corporate Social Responsibility Committee

Name of the Director Designation in the Committee
Mr. Ujwal Rambilas Lahoti (Executive Director) Chairman
Mr. Prakash Ramchandra Bang (Independent Director) Member
Mr. Umesh Rambilas Lahoti (Managing 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 Requirements) Regulations 2015 the Boardconstituted the Nomination and Remuneration Committee comprising of Three (3) NonExecutiveIndependent Directors of the Company and further the Board in consultation with theNomination and Remuneration Committee formulated the Nomination and Remuneration Policy.

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 decide whetherqualification expertise and experience possessed by a person is sufficient/satisfactoryfor 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 CompanyVIZ. 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 Chairperson of the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has constituted a CSR Committee comprising of Mr. Ujwal Rambilas Lahoti asChairman and Mr. Prakash Ramachandra Bang & Mr. Umesh Rambilas Lahoti as its members.The Committee 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- responsibility-policy.pdf.

The Annual report on the CSR activities undertaken by the Company is appended to thisreport as ANNEXURE -2.

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

During the year Four Board Meetings were convened and held. The details of meetings ofthe Board and Various Committee during the financial year 2017-2018 forms part of theCorporate 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 Company viz.http://lahotioverseas.in/PDFs/policies/whistle-blower- policy.pdf

During the year under review 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. No.133811W) Statutory Auditors of the Company hold office upto the endconclusion 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. The Company has received a certificate from the saidAuditors that they are eligible to hold office as the Auditors of the Company and are notdisqualified for being so appointed.

Accordingly the resolutions seeking ratification of appointment of Auditor form partof Notice convening the 23rd Annual General Meeting.

The Reports of the Statutory Auditors Palan and Co. Chartered Accountants on thestandalone and consolidated financial statements of the Company for the year 2018 formpart of this Annual Report. The statutory auditors have submitted a unmodified opinion onthe audit of financial statements for the year 2018 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.

INDIAN ACCOUNTING STANDARDS (IND AS) -

As mandated by the Ministry of Corporate Affairs the Company has adopted IndianAccounting Standards (‘Ind AS') from April 012017 with a transition date of April01 2016. The financial results for the year 201718 have been prepared in accordance withInd AS prescribed under Section 133 of the Companies Act 2013 read with the relevantrules issued thereunder and the other recognized accounting practices and policies to theextent applicable. The Financial Results for all the periods of 2017-18 presented havebeen prepared in accordance with Ind AS. The Company has adopted "IND AS" forthe first time with effect from April 01 2017 with the comparatives for the periodsending March 31 2017.

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 2017 - 2018.

The report in respect of the Secretarial Audit carried out by Kothari H. &Associates the firm of practicing Company Secretaries in Form MR-3 for the Financial Year20172018 forms part to this report as ANNEXURE 3. The said report does not containany adverse observation or qualification requiring explanation or comments from the Boardunder Section 134(3) of the Companies Act 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 2017-2018.

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 2017-2018.

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 2018-2019.

DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONAL:

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 4 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. The Company hasframed the risk assessment and minimization procedure

which is periodically reviewed by the Board. The risk management policy is displayed onthe 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.

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 - 5.

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. 44379.76Lakhs and incurred the Foreign Exchange outgo of Rs. 429.63Lakhs.

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

Ujwal Rambilas Lahoti Umesh Rambilas Lahoti
(Executive Chairman) (Managing Director)
(DIN 00360785) (DIN 00361216)
Place: Mumbai
Date: August 10 2018