Lerthai Finance Limited
(Formerly known as Marathwada Refractories Limited)
Your Directors have pleasure in presenting the Forty Second Directors Report ofyour Company together with audited statement of Accounts and the Auditor's Report thereonin respect of the year ended on March 31 2021.
1. Financial Summary
|Particulars ||For the FY 2020-21 ended on 31st March 2021 ||For the FY 2019-20 ended on 31st March 2020 |
|Total Income ||37.26 ||95.48 |
|Total Expenditure ||109.32 ||139.72 |
|Profit / (Loss) before tax ||(72.06) ||(44.24) |
|Less: Tax Expenses ||(10.09) ||13.06 |
|Profit / (Loss) after Tax ||(61.95) ||(57.29) |
The Company does not have any subsidiaries and hence is not required to prepare aconsolidated financial statement.
2. State of Company's Affairs
The Company has since discontinued its business activities of inter alia productionmanufacture or trade refractories of all kind and bricks of all types and varieties beingdoes not resulting as a profitable venture. During the year under consideration thecompany has earned income mainly from interest earned on fixed deposits placed with thenationalized Bank.
The management of your Company was under the process of looking for viable businessopportunities subsequent to the acquisition of substantial shareholding in the Companyhowever with the COVID-19 Pandemic situation prevailing all over the world thedifficulties being faced by industries of all nature none of the options could beexplored and the promoters have kept the further plans on hold till the time thesituations improves in India and also world wide.
Since the management is still looking of for options to revive the business of theCompany there is nothing at present which can be reported under Management Discussion andAnalysis Report in so far industry structure outlook opportunities and risk areconcerned. The Directors have dealt with the other aspects relating to financialperformance internal control and accounting treatment as far as possible elsewhere inthis report.
Further the obligations relating to compliance with corporate governance provisionsdoes not apply to the Company as per the exemption criteria given under the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015. The Company shall complywith the requirements with the said regulations within six months from the date on whichit becomes applicable to it. Nevertheless the
Company follows highest governance standards in spirit and believes in philosophy oftransparency and disclosure. Corporate Governance is about maximizing shareholder valuelegally ethically and sustainably. Your Company's Board exercises its fiduciaryresponsibilities in the widest sense of the term.
In view of inadequacy of profits the Board of Directors has not recommended anydividend for the year under review.
4. Share capital
The current authorized capital of the Company is Rs.50000000/- (Rupees Five CroresOnly). The paid-up share capital of the Company is Rs. 7000000 (Rupees Seventy LakhsOnly) consisting of 700000 (Seven Lakhs) Equity Shares of Rs. 10 (Rupees Ten only) each.There was no change in the Share Capital of the Company during the year under review.
5. Amount to be transferred to reserves
No amount is proposed to be transferred to any reserve.
6. Subsidiary/Joint Ventures/Associate Companies
The Company did not have any subsidiaries joint ventures or associate companies duringthe year under review.
7. Directors and Key Managerial personnel
The present Board of Directors consists of the following Directors: i. Mr. Shao XingMax Yang ii. Mr. Jayant Goel iii. Ms. Aparna Goel iv. Ms. Ntasha Berry
Ms. Aparna Goel and Mr. Shao Xing Max Yang directors retires by rotation and beingeligible offers themselves for re-appointment.
The Board has entrusted nomination committee to search for the Independent Directors interms of the statutory provisions and the process for the same is underway as thecommittee is screening candidates suitable for the position.
8. Board Meetings
During the year under review the Board met 4 (Four) times inter alia to adoptand declare financial results to stock exchanges.
9. Declaration by Independent Directors
The Company has received necessary declarations from Ms. Ntasha Berry an IndependentDirector under Section 149(7) of the Companies Act 2013 that she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013.
10. Board Evaluation
The Board of Directors have carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act SEBIListing Regulations and the Guidance Note on Board Evaluation issued by the Securities andExchange Board of India on January 5 2017.
The performance of the board was evaluated by the board after seeking inputs from allthe Directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
In a separate meeting of independent Directors performance of non-independentDirectors the Chairman of the Company and the board as a whole was evaluated taking intoaccount the views of executive Directors and non-executive Directors.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual Directors on the basis of criteria such as education qualification experienceof the core area in which the company operates attendance the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.
In the board meeting that followed the meeting of the independent Directors and meetingof Nomination and Remuneration Committee the performance of the board its committeesand individual directors was also discussed.
Performance evaluation of independent Directors was done by the entire board excludingthe independent director being evaluated.
11. Audit Committee
Present composition of the Audit Committee is as under:
1. Ms. Ntasha Berry
2. Mr. Shao Xing Max Yang
3. Mr. Jayant Goel
During the financial year the Audit Committee met 4 (four) times.
12. Nomination & Remuneration Committee
Present composition of the Nomination & Remuneration Committee is as under:
1. Mrs. Aparna Goel
2. Ms. Ntasha Berry
3. Mr. Shao Xing Max Yang
The Nomination & Remuneration Committee has not conducted any meetings during theyear as there has been no requirement of any such meeting.
13. Stakeholders' Relationship Committee
Present composition of the Stakeholders' Relationship Committee is as under:
1. Mr. Shao Xing Max Yang
2. Mr. Jayant Goel
3. Ms. Ntasha Berry
The Stakeholders' Relationship Committee has not conducted any meetings duringthe year as there has been no requirement of any such meeting.
14. Company's Policy on Directors' Appointment and Remuneration
The Company has policy which mandates to look criteria for determining qualificationspositive attributes and independence of Directors' Appointment and Remuneration whileconsidering appointment of Director and key managerial personnel. The policy inter aliatakes into account: (i) the level and composition of remuneration is reasonable andsufficient to attract retain and motivate directors of the quality required to run thecompany successfully; (ii) relationship of remuneration to performance is clear and meetsappropriate performance benchmarks; and (iii) remuneration to Directors and key managerialpersonnel involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the company and its goals.
15. Remuneration Details of Directors/ Key Managerial Personnel (KMP) and Employees
None of the employees and Directors or Key Managerial Personnel are in receipt ofremuneration hence the disclosure prescribed under Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is not applicable to the Company.
The members of Board are only entitled to sitting fees as approved by the Boardpursuant to provisions of Section 203 of the Companies Act 2013 and Rule 4 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
16. Directors' Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013("the Act") and based upon representations from the Management the Boardstates that:
a) in preparing the annual accounts applicable accounting standards have been followedand there are no material departures;
b) the Directors have selected accounting policies applied them consistently and madejudgments and estimates that are reasonable and prudent to give a true and fair view ofthe state of affairs of the Company at the end of the financial year and of the loss ofthe Company for the year;
c) the Directors have taken proper and sufficient care in maintaining adequateaccounting records in accordance with provisions of the Act for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts of the Company on a "goingconcern" basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively;and
f) the Directors have devised proper systems to ensure proper compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
17. Statutory Auditors
As per provisions of the Companies Act 2013 M/s. Guru & Jana CharteredAccountants (Firm Registration Number 006826S) were liable to rotation after the expiry oftheir two terms of consecutive five years and therefore have ceased to be the StatutoryAuditors of the Company. On the recommendation of Audit Committee the Board the members ofthe Company have accorded their approval for the appointment of M/s. B D Jokhakar &Co. Chartered Accountants as Statutory Auditors of the Company from the conclusion of the41st AGM of the Company till the conclusion of sixth consecutive AGM hereof onsuch remuneration as may be decided by the Board.
M/s. B D Jokhakar & Co. Chartered Accountants being auditor audited the financialsof the Company.
There are no qualifications or adverse remarks in the Statutory Auditors' Report whichrequire any explanation from the Board of Directors.
18. Internal Auditors
In accordance with Section 138 of the Companies Act 2013 read with Rule 13 of ChapterIX of the said Act the Board appointed M/s Snehal V. Shaligram Practicing CompanySecretary (C.P. No. 10216) as Internal Auditor of the Company for the Financial Year2018-19 to conduct internal audit.
19. Explanation on auditor's qualification reservation adverse remark or disclaimer
There are no qualifications reservations or adverse remarks given or disclaimers madeby the auditor in his audit report for the financial year under review.
20. Secretarial Audit
The Secretarial Audit Report for the year ended March 31 2019 issued by Ms. SnehalShaligram Practicing Company Secretary (C.P. No: 10216) in accordance with the provisionsof Section 204 of the Companies Act 2013 forms part of the Annual Report.
21. Orders passed by the Regulators or Courts or Tribunals
During the year under review there have been no orders passed by any of the regulatorsor courts or tribunals impacting the going concern status of the Company and the Company'soperations in future.
22. Related Party transactions
There have been no transactions between the Company and related parties as referred toin section 188(1) of the Companies Act 2013 during the financial year under review.Accordingly Form AOC-2 as per the rules prescribed under Chapter IX relating to Accountsof Companies under the Companies Act 2013 does not form part of this report.
23. Loan Guarantees or Investments
During the financial year under review the Company has not granted any loans orguarantees or made any investments in respect of which the provisions of section 186 ofCompanies Act 2013 are applicable except investment in shares of Homeville ConsultingPrivate Limited by way of private placement in accordance with section 42 read withsection 186 of the Companies Act 2013.
24. Deposits from public
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
25. Risk management policy
Since the Company has already closed its manufacturing operations and is in the processof identifying business opportunities the Company has no such policy in place as of now.The Board shall take steps to formulate the requisite policy as soon as it identifiesbusiness opportunity.
26. Vigil Mechanism/Whistle Blower Policy
Your Company has in place a Whistle Blower Policy for its directors and employees toreport concerns about unethical behavior actual or suspected fraud in accordance withSection 177(9) of the Companies Act 2013. The policy provides for protected disclosureswhich can be made by a complainant through e-mail or a letter to the Chairperson of theaudit committee. The Company did not receive any complain during the year 2018-19.
27. Corporate Social Responsibility
For the year under review the provisions of section 135 of the Companies Act 2013relating to Corporate Social Responsibility are not applicable to the Company.
28. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and
Redressal) ACT 2013
The Company has in place a policy for prevention of sexual harassment in accordancewith the requirements of the Sexual Harassment of women at workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. The Company did notreceive any complain during the year 2018-19.
29. Conservation of Energy and Technology Absorption
Particulars regarding conservation of energy and technology absorption as requiredunder section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of Companies(Accounts) Rules 2014 are not applicable since the Company is not engaged in anymanufacturing / power intensive activity.
30. Foreign exchange earnings and Outgo:
There was no foreign exchange inflow or Outflow during the year under review.
31. Transfer of Amounts to Investor Education and Protection Fund
The Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
The Directors take this opportunity of thanking their shareholders bankers businessassociates and government authorities for their co-operation and support during the year.
For and on behalf of the Board of Directors
Lerthai Finance Limited
(formerly known as Marathwada Refractories Limited)
Shao Xing Max Yang
Place: Los Angeles