Your Directors are pleased to present 27th Annual Report of the Companyalong with Audited Accounts for the financial year ended March 312021.
FINANCIAL SUMMARY Rs. in lakh
|Particulars ||2020-21 (Audited) ||2019-20 (Audited) |
|Revenue from Operations ||14712.34 ||9473.42 |
|Other Income ||74.48 ||113.05 |
|Total Income from Operations ||14786.82 ||9586.47 |
|Net Profit before Exceptional Items and Tax ||137.75 ||10.81 |
|Exceptional Items ||- ||- |
|Profit Before Tax ||137.75 ||10.81 |
|Tax Expenses ||40.11 ||4.22 |
|Profit After Tax ||97.64 ||6.59 |
|Other comprehensive income (Net of Tax) ||18.73 ||3.38 |
|Total Comprehensive Income for the year ||116.37 ||9.97 |
RESULT OF OPERATIONS AND STATE OF COMPANIES AFFAIRS
During the year under review your Company's income from operations is Rs. 14712.34Lakh as compared to Rs. 9473.42 Lakh during the previous year. The Company has incurred aProfit for the period of Rs. 97.64 Lakh as compared to the profit of Rs. 6.59 Lakh in theprevious year.
CHANGE IN NATURE OF BUSINESS IF ANY
During the year there is no change in the nature of the business of the Company.
There was no change in the Company's share capital during the year under review.
The Company's Authorised Share Capital is Rs. 150000000/- (Rupees Fifteen Crore)comprising of 15000000 (One Crore Fifty Lakh) Equity Shares of 10/- (Rupees Ten) eachand paid up equity share capital is Rs. 136787990/- (Rupees Thirteen Crore Sixty SevenLakh Eighty seven Thousand Nine Hundred Ninety only) comprising of 13678799 (One CroreThirty Six Lakh Seventy Eight Thousand Seven Hundred Ninety Nine) Equity Shares of 10/-each.
DIVIDEND AND RESERVES
Your Directors have not recommended any dividend for the financial year under review.
During the year under review no amount from profit was transferred to General Reserve.
MATERIAL CHANGES EFFECTING FINANCIAL POSITIONS OF THE COMPANY
There has been no material change and commitment affecting financial position betweenend of the financial year and date of this Board's Report.
INVESTOR EDUCATION AND PROTECTION FUND
There is no such amount lying with the company and remained unclaimed which is requiredto be transferred to the Investor Education and Protection Fund of the Central Government.
The Board of Directors is overall responsible for identifying evaluating and managingall significant risks faced by the Company. The Risk Management Policy approved by theBoard acts as an overarching statement of intent and establishes the guiding principles bywhich key risks are managed across the Organization. The Board monitors and reviews theimplementation of various aspects of the Risk Management policy and Company's managementof key risks including strategic and operational risks as well as the guidelinespolicies and processes for monitoring and mitigating such risks under the aegis of theoverall Business Risk Management Framework. The Company follows well established anddetailed risk assessment and minimization procedures which are periodically reviewed bythe Board. The Company's Business Risk Management Framework helps in identifying risks andopportunities that may have a bearing on the organization's objectives assessing them interms of likelihood and magnitude of impact and determining a response strategy.
At present the company has not identified any element of risk which may threaten theexistence of the company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The main thrust of internal audit is to test and review controlsappraisal of risks and business processes besides bench marking controls with bestpractices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the Internal Control Systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.
The Audit Committee of the Board of Directors and the Statutory Auditors areperiodically apprised of the internal audit findings and corrective actions taken.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board.
To maintain its objectivity and independence the Internal Audit function reports tothe Chairman of the Audit Committee.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retire by rotation
In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Ramesh Chand Agrawal Director of the Companyretires by rotation and being eligible offers himself for re-appointment at the ensuingAnnual General Meeting.
Mr. Raj Kumar Agarwal (DIN: 00127215) Managing Director term is expiring on November30 2021. On the recommendation of the Nomination & Remuneration Committee the Boardof Directors at its meeting held on June 25 2021 recommended re-appointment of Mr. RajKumar Agarwal for a further period of five years with effect from December 012021.
The Company has received the necessary declarations from each of the IndependentDirectors of the Company under Section 149(7) of the Act and Regulation 25 of the ListingRegulations confirming that they meet with the criteria of independence as laid down inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe Listing Regulations. There has been no change in the circumstances affecting theirstatus as Independent Directors of the Company.The details of familiarization programmefor Independent Directors are available on Company's website.
None of the Directors disqualifies for appointment/reappointment under Section 164 ofthe Companies Act 2013.
Key Managerial Personnel
During the period under review Ms.Sneha Sharma resigned from the post of the CompanySecretary of the Company w.e.f 18.06.2020 due to her personal reasons. The Company furtherappointed Ms.Sneha Sharma as Company Secretary of the Company w.e.f 17.12.2020.
After the closure of financial year
Ms. Sneha Sharma resigned from the post of the Company Secretary of the Companyw.e.f12.06.2021 due to her personal reasons. The Company has appointed Ms.Priya Gandhi asCompany Secretary of the Company w.e.f 14.06.2021.
There has been no change other than above in the Directors and the Key ManagerialPersonnel during the financial year 2020-21.
The Board met fourteen times during Financial Year the details of which are given inthe Corporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two consecutive meetings was within the period prescribed by the CompaniesAct 2013 SEBI(LODR) 2015 and Secretarial Standard-1 (SS-1).
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. The performance ofthe Board was evaluated by the Board after seeking inputs from all the Directors on thebasis of the criteria such as the Board composition and structure effectiveness of boardprocesses information and functioning etc. The performance evaluation of the ExecutiveDirectors and Non-Executive Directors was carried out by the Independent Directors. TheBoard of Directors expressed their satisfaction with the evaluation process.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The criteria for Directors' appointment has been set up by the Nomination &Remuneration Committee which includes criteria for determining qualifications positiveattributes independence of a Director and other matters provided under Sub section (3) ofSection 178 of Companies Act 2013 ("the Act"). More details on the same aregiven in the Corporate Governance Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Vigil Mechanism / Whistle Blower Policy to dealwith instances of fraud and mismanagement if any. The same has also been displayed on thewebsite of the Company.
HUMAN RESOURCE MANAGEMENT HEALTH AND SAFETY
During the year the Company had cordial relations with workers staff and officers. Theshop floor management is done through personal touch using various motivational tools andmeeting their training needs requirements. The company has taken initiative for safety ofemployees and implemented regular safety audit imparted machine safety training wearingprotective equipment etc. The Company believes in empowering its employees throughgreater knowledge team spirit and developing greater sense of responsibility.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place a policy on Gender Equality Gender Protection Prevention ofSexual Harassment and Redressal System in line with the requirements of the SexualHarassment of Women at Workplace Prevention Prohibition and Redressal) Act 2013. Allemployees (permanent contractual temporary trainees) are covered under this policy. TheCompany has also constituted an internal committee to consider and address sexualharassment complaints in accordance with the Sexual Harassment of women at Workplace(Prevention Prohibition and Redressal) Act 2013.
No complaints pertaining to sexual harassment were received and/ or disposed off duringFY 2020-21.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 (1) (i) of theCompanies (Appointment and Remuneration) Rules 2014 in respect of ratio of remunerationof each director to the median remuneration of the employees of the Company for theFinancial Year will be made available for inspection at its registered office of theCompany during the working hours for a period of twenty one days before the date of AnnualGeneral Meeting of the company pursuant to Section 136 of the Companies Act 2013 andmembers if any interested in obtaining the details thereof shall make specific requestto the Company Secretary and Compliance officer of the Company in this regard.
COMMITMENT TO QUALITY AND ENVIRONMENT
Your Company recognizes quality and productivity as a pre-requisite for its operationsand has implemented ISO 9001 and ISO 14001. Continuous efforts to preserve the environmentare pursued.
CORPORATE SOCIAL RESPONSIBILITIES (CSR)
As per Provisions of Section 135 of the Company Act 2013 and rules made there underthe CSR is not applicable on your company for the Financial Year 2020-21.
AUDITORS AND AUDIT REPORT
M/s Ravi Sharma & Co. Chartered Accountants (Firm Registration No. 015143C)Jaipur were appointed as Statutory Auditors of the Company for a period of fiveconsecutive years at the 23rd AGM held in the year 2017 to hold office from theconclusion of 23rd AGM until the conclusion of 28th AGM to be heldin the year 2022.
There are no qualifications adverse remarks reservations or disclaimer made by M/sRavi Sharma & Co. Statutory Auditors in their report for the financial year endedMarch 31 2021. The notes to the Accounts referred to in the Auditor's Report areself-explanatory and therefore do not call for any further explanation and comments.
The Board has appointed M/s. Naredi Vinod & Associates Company Secretaries toconduct the Secretarial Audit for the financial year 2020-21. The Secretarial Audit Reportfor the financial year ended March 312021 is attached as Annexure-A to this Board'sReport. The Secretarial Audit Report does not contain any qualification or reservation oradverse remark or disclaimer.
Cost Records and Cost Audit
Provisions of Section 148 of the Companies Act 2013 regarding maintenance of costrecords and audit thereof is not applicable to your Company.
LOANS AND INVESTMENTS BY THE COMPANY
Details of loans and investments by the Company to other body corporate or persons aregiven inthe Notes to the financial statements.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
The Company does not have any subsidiary as on March 312021.
RELATED PARTY TRANSACTIONS
The related party transactions entered into during the year under review were on arm'slength basis in the ordinary course of business and in compliance with the Policy onRelated Party Transactions of the Company. During the year the Company has not enteredinto any contracts /arrangements / transactions with related parties which could beconsidered material in accordance with the policy of the Company on materiality of relatedparty transactions. The provisions of Section 188 of the Companies Act 2013 and/orRegulation 23 of the SEBI (LODR) Regulations 2015 were duly complied. The Related PartyTransactions are placed before the Audit Committee and the Board for their approval onquarterly basis.
The disclosure of related party transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC - 2 is not applicable to your Company. The related partytransaction Policy as approved by the Board is uploaded on the Company's website at thefollowing weblink: https://www.leharfootwear.com/
The details of transactions / contracts/ arrangements entered by the Company withRelated parties during the financial year are set out in the Notes to the FinancialStatement.
CONSERVATION OF ENERGY TECHNOLOGY FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars required under Section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 regarding conservation of energy technologyabsorption foreign exchange earnings and outgo are given in Annexure-B and Forms anintegral part of this Report.
EXTRACT OF ANNUAL RETURN
The Details forming part of extract of Annual Return in Form MGT-9 as required undersection 92 of the Companies Act 2013 is included in this report as Annexure-C and formsan integral part of this report.
The equity shares of your Company are listed with the BSE Limited.
DEMATERIALISATION OF SHARES
The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of thenumerous advantages offered by the Depository system Members are requested to avail thefacility of dematerialization of shares with either of the Depositories as aforesaid. Ason March 31202199.99% of the share capital stands dematerialized.
Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 report on the Corporate Governance alongwith acertificate from Practicing Company Secretary is annexed to this Annual Report.
Statements in this report describing the Company's objectives expectations and/oranticipations may be forward looking within the meaning of applicable Securities Law andRegulations. Actual results may differ materially from those stated in the statement.Important factors that could influence the Company's operations include global anddomestic supply and demand conditions affecting selling prices of finished goodsavailability of inputs and their prices changes in the Government policies regulationstax laws economic developments within the country and outside and other factors such aslitigation and industrial relations. The Company assumes no responsibility in respect ofthe forward-looking statements which may undergo changes in future on the basis ofsubsequent developments information or events.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationobtained by them in terms of section 134(3) (c) your directors confirm that:
a) in the preparation of Annual Accounts the applicable accounting standards have beenalong with proper explanation relating to material departures;
b) appropriate accounting policies have been selected and applied consistently and havemade judgments and estimates that are reasonable and prudent so as to give a true &fair view of the state of affairs of the Company as at March 312021;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the Annual Accounts have been prepared on a going concern basis;
e) internal financial controls have been laid down to be followed by the company andsuch internal financial controls are adequate and were operating effectively;
f) proper system have been devised to ensure compliance with the provision of allapplicable law and that such system were adequate and operating effectively.
INTERNAL FINANCIAL CONTROL
The report on Internal Financial Control forms part of Independent Audit report.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Directors on the Board and the designated employees have confirmed compliance withthe Code.
SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT
There are no significant and material order passed by the Regulators/ court that wouldimpact the going concern status of the company and its future operations.
PAYMENT OF LISTING FEE
Your company has paid the Annual listing fee of BSE Limited for the Financial Year2021-22
Your Directors wish to place on record their sincere appreciation to employees at alllevels for their hard work dedication and commitment towards Company's operations andperformance. Your Directors also wish to place on record their gratitude for the valuableassistance and co-operation extended to the Company by the Central Government StateGovernments banks institutions investors and customers.
| ||By the order of the Board |
| ||For Lehar Footwears Limited |
| ||SD/- |
| ||Ramesh Chand Agarwal |
|Date: 11.08.2021 ||Chairman |
|Place: Jaipur ||DIN: 00108287 |