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Lambodhara Textiles Ltd.

BSE: 590075 Sector: Industrials
NSE: LAMBODHARA ISIN Code: INE112F01022
BSE 00:00 | 11 Aug 90.80 1.10
(1.23%)
OPEN

91.75

HIGH

93.10

LOW

90.00

NSE 00:00 | 11 Aug 91.10 1.60
(1.79%)
OPEN

92.90

HIGH

94.00

LOW

89.50

OPEN 91.75
PREVIOUS CLOSE 89.70
VOLUME 4792
52-Week high 129.90
52-Week low 66.30
P/E 5.95
Mkt Cap.(Rs cr) 94
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 91.75
CLOSE 89.70
VOLUME 4792
52-Week high 129.90
52-Week low 66.30
P/E 5.95
Mkt Cap.(Rs cr) 94
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Lambodhara Textiles Ltd. (LAMBODHARA) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting their Twenty Seventh AnnualReport on the business and operations of the Company and the financial statements for theyear ended 31st March 2021.

FINANCIAL HIGHLIGHTS:

Company's financial performance for the year under review alongwith previous year's figures are given hereunder:

Particulars 31-03-2021 31-03-2020
(Rs. in'000) (Rs. in'000)
Revenue from operations 1182696 1746625
Other Income 14669 10407
Operating Profit before Finance Costs Depreciation & Tax 246457 208380
Less: Depreciation & Amortization 68884 72746
Less: Finance Costs 29470 47610
Profit Before Tax 148102 88024
Provision for Tax 26820 14662
Deferred Tax 15404 4692
Tax in respect of earlier years - 65
Net Profit for the year 105878 68605
Other comprehensive income (2060) (269)
Total comprehensive income for the year 103818 68336
Add: Balance brought forward from previous year 425197 370326
Profit available for appropriation 529015 438662
Appropriation of Profits
Transfer to General Reserve 1708 1919
Dividend Paid 4789 9578
Corporate Dividend Tax - 1969
Balance carried over to Balance Sheet 522518 425197

COMPANY PERFORMANCE

The Company achieved a total turnover of ` 118.27 Crores as against aturnover of ` 174.66 Crores in the previous year. The Company's Profit Before Tax is` 14.81 Crores during the year as compared to ` 8.80 Crores in the previous year anincrease of 68.30% over the last year. The Company earned a net profit of ` 10.59 Croresas against a net profit of ` 6.86 Crores in the previous year.

STATE OF COMPANY'S AFFAIRS

During the financial year your Company has purchased 1.0 MW Roof TopSolar Power Generating on Grid Power Plant at a cost of ` 5.23 Crores. The electricitygenerated from the said WEG is used for captive consumption and takes care of 70% of powerrequirement at normal present level of operation.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during thefinancial year ended 31st March 2021.

TRANSFER TO RESERVES

The Company has transferred an amount of ` 17.08 Lakhs to the GeneralReserve out of the amount available for appropriations and the remaining amount of `5225.18 Lakhs has been retained in the Profit and Loss Account.

DIVIDEND

Your Directors are pleased to recommend a dividend of ` 1.00 per equityshare (20%) of face value of ` 5.00 each (Previous year ` 0.50 per equity share (10%) offace value of ` 5.00 each). If the dividend as recommended above is declared by theMembers at the Annual General Meeting the total outflow towards dividend on Equity Sharesfor the year would be ` 103.77 Lakhs (Previous Year ` 47.89 Lakhs)

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND

In terms of Section 124 and 125 of the Companies Act 2013 Unclaimedor Unpaid Dividend relating to the Financial Year 2013-14 is due for remittance on October2021 to the Investor Education and Protection Fund established by the Central Government.

Pursuant to Section 124(6) of the Companies Act 2013 read withInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)rules 2016 the Company has transferred an amount of ` 124357/- to Investor EducationProtection Fund being the Unclaimed Dividend amount for the Financial Year 2012-13.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2021stood at ` 51888000/- divided into 10377600 equity shares of ` 5/- each.

During the year under review pursuant to the resolution passed by themembers through Postal Ballot on 11th February 2021 the Board of Directors ofthe Company at their meeting held on 18th February 2021 has issued and allotted800000 equity shares of ` 5/- each at ` 48.15/- per equity share (including a premium of` 43.15/- per share) to the Promoter and Promoter Group of the company on preferentialbasis in compliance with the provisions of the Companies Act 2013 and SEBI (Issue ofCapital and Disclosure Requirements) Regulations 2018.

ANNUAL RETURN

The Annual Return of the Company for the financial year 2020-21 asrequired under Section 92(3) of the Companies Act 2013 is available on the website of theCompany and can be accessed on the Company's website at the linkwww.lambodharatextiles.com.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Details of the composition of the Board and its Committees namely AuditCommittee Nomination and Remuneration Committee Corporate Social ResponsibilityCommittee Stakeholders Relationship Committee and of the Meetings held and attendance ofthe Directors at such Meetings are provided in the Corporate Governance Report whichforms a part of this Report.

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards and that such systems are adequate andoperating effectively. The Company has duly complied with Secretarial Standards issued byInstitute of Company Secretaries of India on meeting of the Board of Directors (SS-1) andGeneral Meetings (SS-2).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the CompaniesAct 2013 with respect to Directors' Responsibility Statement it is herebyconfirmed that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed;

(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 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 internal financial controls to be followed by the company were laid down andsuch internal financial controls were adequate and were operating effectively.

(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.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)OF THE COMPANIES ACT 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CETNRALGOVERNMENT.

During the period under review no incident of frauds was reported bythe Statutory Auditors pursuant to Section 143(12) of the Companies Act 2013.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed both under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Based on the confirmation / disclosures received from theDirectors and on evaluation of the relationships disclosed the following Non-ExecutiveDirectors are Independent: Sri. Vasthupal Rajinikant Mehta Sri. Meenakshi SundaramRajkumar and Sri. Akkalnaicker Veluchamy. Pursuant to Companies (Appointment andQualification of Directors) Rules 2014 the Certificate of Registration as received fromall the Independent Directors of the Company were taken on note by the Board of Directors.

FAMILIARIZATION PROGRAMMES

In compliance with the requirements of the Listing Regulations theCompany has put in place a familiarization programme for the Independent Directors tofamiliarize them with their roles rights and responsibilities as Independent Directorsthe working of the Company nature of the industry in which the Company operates businessmodel and so on. The same is also available on the Company website athttps://www.lambodharatextiles.com/Admin/web/images/ Document/01042021140008PM.pdf.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS KEY MANAGERIALPERSONNEL AND OTHER EMPLOYEES

The Company pursuant to the provisions of Section 178 of the CompaniesAct 2013 and in terms of Regulation 19(4) of the SEBI Listing Regulations has formulateda policy on Nomination and Remuneration for its Directors Key Managerial Personnel andsenior management which inter-alia provides the diversity of the Board and provides themechanism for performance evolution of the Directors. The details of this policy arefurnished in Annexure - 1 and forms part of this report and can also be accessed on theCompany's website at https://www.lambodharatextiles.com/Admin/web/images/Document/01082019123257PM.pdf.

COMMENTS ON AUDITORS' REPORT

There are no qualifications reservations or adverse remarks ordisclaimers made by M/s. Jain & Mohan Statutory Auditors and Mr. M.D. SelvarajProprietor of MDS & Associates Secretarial Auditor in their respective reports.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186OF THE COMPANIES ACT 2013:

Particulars of the investments made by the Company as at 31stMarch 2021 are given in the Notes forming part of the Financial Statements. The Companyhas not given any loans or guarantees or provided any security to any person or otherbodies corporate under section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into with related parties as defined under TheCompanies Act 2013 and Regulation 23 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 during the financial year 2020-21 were in the ordinarycourse of business and on an arm's length pricing basis. The particulars of contractand arrangement entered into with related parties referred in Section 188(1) of theCompanies Act 2013 which are material in nature are disclosed in the prescribed Form No.AOC-2 and annexed herewith as Annexure - 3 to this report. The Policy on Related PartyTransactions as approved by the Board of Directors of the Company has been uploaded on thecompany's website and may be accessed through the link at https://lambodharatextiles.com/Admin/web/images/Document/16052020165838PM.pdf.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:

Due to outbreak of Covid-19 pandemic and based on the directives of theGovernment of Tamilnadu the operations of the Company was suspended on 24th May2021 and resumed on 31st May 2021 in phased manner with minimal workforce byfollowing requisite precautions/ guidelines. It does not envisage any significant impacton its financials and financial positions as on March 31 2021 owing to the pandemic.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The information pertaining to conservation of energy technologyabsorption Foreign Exchange Earnings and outgo as required under section 134 (3) (m) ofthe Companies Act 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014 isfurnished in Annexure - 4 and is attached to this report.

RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Riskmanagement process is designed to safeguard the organisation from various risks throughadequate and timely actions. It is designed to anticipate evaluate and mitigate risks inorder to minimize its impact on the business. The potential risks are inventorised andintegrated with the management process such that they receive the necessary considerationduring decision making. The Company has laid down procedures to inform the Audit Committeeas well as the Board of Directors about risk assessment and management procedures andstatus. These procedures are periodically reviewed to ensure that the executive managementmonitors and controls risks.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITSCORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As a part of its initiative under the "Corporate SocialResponsibility" (CSR) drive the Company has undertaken projects in the area ofpromoting education. These projects are in accordance with Schedule VII of the CompaniesAct 2013 and the Company's CSR policy. The Report on CSR activities as requiredunder the Companies (Corporate Social Responsibility Policy) Rules 2014 is annexed asAnnexure - 5 and forms an integral part of this Report. The CSR Policy may be accessed onthe Company's website at https://www.lambodharatextiles.com/Admin/web/images/Document/01042021141200PM.pdf.

Detailed composition of the CSR Committee number of meetings heldduring the year under review and other related details are set out in the CorporateGovernance Report which forms a part of this Report.

The Company was required to spend ` 18.21 lakhs on CSR activitiesduring the Financial Year 2020-21 being 2% of the average net profits of the threeimmediately preceding financial years and the Company has spent ` 18.50 lakhs during thecurrent financial year.

ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THEINDIVIDUAL DIRECTORS

On the advice of the Board of Directors the Nomination andRemuneration Committee of the Board of Directors of the Company formulated the criteriafor evaluation of the performance of the Board of Directors & its committeesIndependent Directors Non-Independent Directors of the Board. Based on that criteriaperformance evaluation has been undertaken. The Independent Directors of the Company havealso convened a separate meeting for this purpose.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITYEXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORSAPPOINTED DURING THE YEAR

Board of Directors have evaluated the Independent Directors appointed/re-appointed during the year 2020-21 and opined that the integrity expertise andexperience (including proficiency) of the Independent Directors is satisfactory.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There were no change in the Board of Directors or Key ManagerialPersonnel of the Company.

Director liable to retirement by rotation:

Pursuant to the provisions of section 152 of the Companies Act 2013Mr.Narayanasamy Balu (holding DIN: 08173046) is due to retire by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment. The membersare requested to consider his re-appointment.

Key Managerial Personnel

Key Managerial Personnel of the Company as required pursuant to Section2(51) and 203 of the Companies Act 2013 are Mrs. Bosco Giulia and Mr. Narayanasamy BaluWhole-time Directors Mr. Ramesh Shenoy Kalyanpur Whole-time Director cum Chief FinancialOfficer and Mrs. Priyadarshini. V Company Secretary.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or AssociateCompany.

FIXED DEPOSITS

The Company has not accepted any deposit within the meaning of ChapterV of the Companies Act 2013 and the Rules framed there under and there are no outstandingfixed deposit from the public as on 31st March 2021.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION INFUTURE

There are no significant and material order passed by the regulators orcourts or tribunals impacting the going concern status and company's operation infuture.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS

The Company has adequate internal control systems to monitor businessprocesses financial reporting and compliance with applicable regulations. The systems areperiodically reviewed for identification of control deficiencies and formulation of timebound action plans to improve efficiency at all the levels. The Audit committee of theBoard constantly reviews internal control systems and their adequacy significant riskareas observations made by the internal auditors on control mechanism and the operationsof the Company and recommendations made for corrective action through the internal auditreports. The committee reviews the statutory auditors' report key issuessignificant processes and accounting policies.

The Directors confirm that the Internal Financial Controls (IFC) areadequate with respect to the operations of the Company. A report of Auditors pursuant toSection 143(3)(i) of the Companies Act 2013 certifying the adequacy of Internal FinancialControls is annexed with the Auditors Report.

AUDITORS

STATUTORY AUDITORS

M/s. Jain & Mohan (FRN: 006896S) Chartered AccountantsCoimbatore were appointed as the Statutory Auditors of the company for a period of 5 yearsat the 23rd Annual General Meeting of the company held on 22ndSeptember 2017. The Company has received a certificate from Jain & Mohan CharteredAccountants Coimbatore confirming that they are not disqualified from continuing asstatutory auditors of the company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. MDS & Associates Company Secretaries in Practice toundertake the secretarial audit of the Company. The report of the secretarial auditor isannexed herewith as Annexure - 2.

COST AUDITORS:

The Board of Directors on the recommendation of the Audit Committeehas appointed M/s. C.S.Hanumantha Rao & Co. Cost Accountants (Firm Regn. No.000216)as the Cost Auditors of the Company for the financial year 2021-2022. Pursuant to section148 read with Rule 14 of the Companies (Accounts) Rules 2014 the remuneration payablefor the year 2021-22 to the Cost Auditors of the Company is subject to ratification by theshareholders at the ensuing Annual General Meeting. The Board recommends theirremuneration for members' ratification.

The Cost Audit Report for the Financial year 2020-2021 will be filedwith the Central Government within the period stipulated under the Companies Act 2013.

MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THECOMPANIES ACT 2013

Pursuant to the provisions of Section 148(1) of the Companies Act 2013read with Companies (Cost Records and Audit) Rules 2014 the Company was required tomaintain cost records. Accordingly the company has duly made and maintained the costrecords as mandated by the Central Government.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016 DURING THE YEAR

No applications have been made and no proceedings are pending againstthe Company under the Insolvency and Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIMEOF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

The disclosure under this clause is not applicable as the Company hasnot undertaken any onetime settlement with the banks or financial institutions.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The requisite details relating to ratio of remuneration percentageincrease in remuneration etc. as stipulated under Section 197(12) and Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexedas Annexure - 6 to this Report.

The disclosure referred to the Rule 5(2) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 does not apply to the Company as therewere no employees who are in receipt of remuneration in the aggregate at the rate of notless than ` 10200000/- if employed throughout the year or ` 850000/- per month ifemployed for part of the year

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013.

The Company has in place a policy against Sexual Harassment at workplace in line with requirements of the Sexual Harassment Women at Workplace (PreventionProhibition and Redressal) Act 2013. Internal Complaint Committee has been setup toredress complaints received regularly. There was no compliant received from any employeeduring the financial year 2020-21 not any complaint remains outstanding for redressal ason 31st March 2021.

CORPORATE GOVERNANCE

A report on corporate governance is annexed to and forms part of thisreport. The Company has complied with the conditions relating to corporate governance asstipulated in SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

The Management Discussion and Analysis Report and the Report onCorporate Governance as required under regulation 34 of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 forms partof the Annual Report.

AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with theprovisions of Section 177 of the Companies Act 2013 and Regulation 18 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Kindly refer to the Section onCorporate Governance under the head ‘Audit Committee' for matters relating tothe composition meetings and functions of the Committee. The Board has accepted theAudit Committee's recommendations during the year wherever required and hence nodisclosure is required under Section 177(8) of The Companies Act 2013 with respect torejection of any recommendations of Audit Committee by Board.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a Whistle Blower policy to deal with unethical orimproper practice or violation of Company's Code of Business Conduct or anycomplaints regarding accounting auditing internal controls or disclosure practices ofthe Company. The Policy gives a platform to the Whistle Blower to report the complaints onthe above-mentioned practices to the Chairman of the Audit Committee. Although thecomplainant is not expected to prove the truth of an allegation the complainant aims todemonstrate that there are sufficient grounds for concern and that it is not done as amalicious act against an individual. The Audit Committee of the Board reviews theComplaints received redressed objected withdrawn and dismissed for every quarter intheir meeting. During the year there were no complaints under this policy. The WhistleBlower policy is available on the website of the Company at the following address www.lambodharatextiles.com/Admin/web/images/Document/01082019123123PM.pdf.

LISTING OF SHARES

Equity shares of the Company was continued to be listed on NationalStock Exchange of India Limited (NSE).

ACKNOWLEDGEMENTS:

The Board of Directors express their appreciation for the contributionmade by the employees customers and bankers for the support extended by them during theyear under review.

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