Your Directors have pleasure in presenting their Annual Report on the businessand operations of the Company and the Audited Accounts for the Financial Year ended 31stMarch 2017.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
|Financial Results || ||(Rs. in Lacs) |
|Particulars ||Year ended 31/03/2017 ||Year ended 31/03/2016 |
|Total Revenue ||76.73 ||896.71 |
|Expenditure ||90.74 ||899.64 |
|Profit before Depreciation ||(14.01) ||(2.94) |
|Depreciation ||2.64 ||2.99 |
|Profit/(Loss) before Tax ||(16.65) ||(5.93) |
|Provision for Taxation || || |
|Income Tax || || |
|Deferred Tax || || |
|Profit/(Loss) after Tax ||(16.65) ||(5.93) |
Income from trading of Steel products and dealing in shares and securities decreased ascompared to previous year and consequently total revenue for the year has decreased. Dueto rise in cost of expenses the Company has incurred loss during the year. The Managementof the Company is taking efforts for the development of the Company.
Due to loss during the year the Company is not able to declare Dividend.
4. TRANSFER TO RESERVE:
Reserves & Surplus at the end of the year stood at ` 114355583/- as compared to` 116020126/- at the beginning of the year.
5. SHARE CAPITAL:
At present the Company has only one class of shares equity shares with face value of `10/- each. The authorized share capital of the company is ` 190000000/- divided into19000000 equity shares of ` 10/- each. The paid up share capital of the company as onMarch 31 2017 was ` 94336380/- divided into 9433638 equity shares of ` 10/- each.
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.
7. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:
During the period under review several energy conservation initiatives were adoptedand were taken by the Company. There are no plans to import any kind of technology for theproject and hence information regarding its absorption is not applicable. There was noresearch activities carried out during the year as well as no foreign exchange income oroutgo during the year.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
There were no such material changes occurred subsequent to the close of the financialyear of the Company to which the balance sheet relates and the date of the report whichcan affect the financial position of the Company.
9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
The National Company Law Tribunal (NCLT) Ahmedabad Bench has sanctioned the Scheme forDemerger of Trading and Investment Business of Lesha Industries Limited (Demerged Company)and vesting the same into
Ashnisha Alloys Private Limited (Resulting Company) pursuant to sections 391 to 394 andother relevant provisions of the Companies Act 1956 vide its order dated May 29 2017.
As per the Scheme sanctioned by the Hon'ble National Company Law Tribunal AhmedabadBench:
In consideration of the transfer of the demerged Undertaking of the Demerged Company tothe Resulting Company the Resulting Company shall issue and allot 3018764 new EquityShares of Rs. 10/- each to the share holders of the Demerged Company whose names appear inthe Register of Members of the Demerged Company in the ratio of 8 (Eight) new Equity Shareof the Resulting Company for every 25 (Twenty Five) Equity Shares held by the shareholdersin the Demerged Company on the Record Date.
Further the issued subscribed and paid up share capital of the Demerged Company shallstand reduced from Rs. 94336380/- (divided into 9433638 equity shares of Rs. 10/-each) to Rs. 11320370/- (divided into 1132037 equity shares of Re. 10/- each) bycancelling 8301601 shares of Rs. 10/- each aggregating to share capital of Rs.83016010/-. Accordingly the shareholders of the Demerged Company whose names appear onthe Register of Members of the Company on the Record Date shall be issued 3 (Three) newEquity Share of the Demerged Company for every 25 (Twenty Five) Equity Shares held by theshareholders in the Demerged Company on the Record Date.
No other orders have been passed by the Regulators/Court or Tribunals which can impactthe going concern status and Company's operation in future.
10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
There are no Subsidiary/Joint Ventures/Associate Companies.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.
12. MEETING OF BOARD OF DIRECTORS:
During the year under the review 4 (four) Board meetings were held with gap betweenMeetings not exceeding the period prescribed under the Companies Act 2013 and Rules madethereunder. Details of Board and Board committee meetings held during the year are givenin the Corporate Governance Report.
The Board meeting dates are finalized in consultation with all directors and agendapapers backed up by comprehensive notes and detailed background information are circulatedwell in advance before the date of the meeting thereby enabling the Board to take informeddecisions.
The intervening gap between the Board Meetings was within the period prescribed underthe Companies Act 2013.
13. EXTRACTS OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.
All the Properties of the Company are adequately insured.
15. RELATED PARTY TRANSACTIONS:
There are no materially significant related party transactions made by the Companywhich may have a potential conflict with the interest of the Company at large and thusdisclosure in Form AOC-2 is not required.
16. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executivedirectors including Independent Directors who have wide and varied experience in differentdisciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Ashok C. Shah (DIN: 02467830) retires byrotation at the ensuing Annual General Meeting and being eligible in terms of Section 164of the Act offers himself for re-appointment.
Lesha Industries Limited
Mrs. Dakshaben Dhirenbhai Bhatt (DIN: 03472634) has resigned from the post ofIndependent Director of the Company with effect from 10th August 2016 theBoard took note of the same in its meeting held on 13th August 2016. Ms. PayalV. Makani was appointed as an Independent Director of the Company w.e.f.14.11.2016.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.
17. EVALUATION OF BOARD COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and the corporate governance requirements asprescribed by Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board had carried out performance evaluation of itsown the Board Committees and of the Independent directors.
Independent Directors at a separate meeting evaluated performance of theNon-Independent Directors Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
18. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining Qualifications Positive Attributes and Independenceof a Director. No remuneration is paid to any of the Directors of the Company.
19. MANAGERIAL REMUNERATION:
The Company had not paid any remuneration to Executive Directors or any sitting fees toNon-Executive Directors for attending any meetings during the financial year ended 31stMarch 2017.
20. INDEPENDENT DIRECTORS' MEETING:
Independent Directors of the Company had met during the year under the review on March24 2017.
21. COMMITTEES OF THE BOARD:
During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees.
There are currently Three Committees of the Board Audit Committee Nominationand Remuneration Committee & Stakeholders' Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" apart of this Annual Report.
A. Statutory Auditors
M/s. GMCA & Co. Chartered Accountants (Firm Registration No.109850W) wereappointed as Statutory Auditors of the Company at the Annual General Meeting held on 29thSeptember 2016 for a term of five consecutive years. As per the provisions of Section 139of the Companies Act 2013 the appointment of Auditors is required to be ratified byMembers at every Annual General Meeting.
The Company has obtained a written confirmation under section 139 of the Companies Act2013 from M/s. GMCA & Co. Chartered Accountants (Firm Registration No.109850W) thattheir appointment if made would be in conformity with the limits specified under theAct.
It is proposed to ratify the appointment of M/s. GMCA & Co. Chartered Accountants(Firm Registration No.109850W) to audit the accounts of the Company for the financial year2017-2018.
The Report given by the Auditors on the financial statements of the Company is a partof the Annual Report. The notes to the accounts referred to in the Auditors' Report areself-explanatory and therefore do not call for any further comments.
There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. Patel& Associates Practicing Company Secretaries Ahmedabad to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith as Annexure IV
There is no qualification reservation or adverse remark in the report.
C. Internal Auditors:
The Board of Directors has appointed M/s. Naimish K. Shah & Co. CharteredAccountant (FRN 106828W) as Internal Auditors of the Company for the F. Y. 2017-18.
23. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Financial Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations. The Company has appointed M/s. Naimish K. Shah & Co. Chartered Accountant(FRN 106828W) as an Internal Auditors of the Company. The Audit Committee in consultationwith the internal auditors formulates the scope functioning periodicity and methodologyfor conducting the internal audit. The internal auditors carry out audit covering interalia monitoring and evaluating the efficiency & adequacy of internal control systemsin the Company its compliance with operating systems accounting procedures and policiesat all locations and submit their periodical internal audit reports to the AuditCommittee.
Based on the internal audit report and review by the Audit committee process ownersundertake necessary actions in their respective areas. The internal auditors haveexpressed that the internal control system in the Company is robust and effective. TheBoard has also put in place requisite legal compliance framework to ensure compliance ofall the applicable laws and that such systems are adequate and operating effectively.
24. RISK MANAGEMENT:
Company has implemented an integrated risk management approach through which it reviewsand assesses significant risks on a regular basis to help ensure that there is a robustsystem of risk controls and mitigation in place. Senior management periodically reviewsthis risk management framework to keep updated and address emerging challenges. Majorrisks identified for the Company by the management are Compliances of various applicableLaws Regulatory changes Manufacturing & Supply Litigation and TechnologicalChanges. The management is however of the view that none of the above risks may threatenthe existence of the Company as robust Risk mitigation mechanism is put in place to ensurethat there is nil or minimum impact on the Company in case any of these risks materialize.
25. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act 2013 and Regulation 22 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has constituted a Whistle Blower Policy/ Vigil Mechanism toestablish a vigil mechanism for the directors and employees to report genuine concerns insuch manner as may be prescribed and to report to the management instances of unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct.
26. 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's shares by the Directors and the designated employeeswhile in possession of unpublished price sensitive information in relation to the Companyand during the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
27. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act 2013 and to the best of theirknowledge and belief and according to the information and explanations obtained by themyour Directors state that-
i. In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
ii. The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year 31st March 2017 and of the profit and loss of the company forthat period;
iii. The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 andRules made thereunder for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis;
v. 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 vi. The directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
28. CORPORATE GOVERNANCE:
As per Regulation 15(2) of the SEBI Listing Regulations compliance with the corporategovernance provisions as specified in regulation 17 to 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of
Schedule V shall not apply to the Company. Although as a good governance practise adetailed report on Corporate Governance is given as a part of the Annual Report. TheCertificate of the non applicability of submission of Report on Corporate Governance isattached to the Report on Corporate Governance. Report on Corporate Governance is givenelsewhere in this Annual Report herewith attached as ANNEXURE V.
29. CORPORATE GOVERNANCE CERTIFICATE NON APPLICABILITY:
The Certificate of the non applicability of submission of Report on CorporateGovernance as stipulated in Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 is appended to the report on CorporateGovernance herewith attached as Annexure VI.
30. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not covered under section 135 of Companies Act 2013 hence detailsregarding policy on Corporate Social Responsibility is not applicable to the Company.
31. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given in Report on Corporate Governance forming partof the Annual Report.
Your Directors take this opportunity to express their gratitude for the unstintedcommitment dedication hard work and significant contribution made by employees at alllevels in ensuring sustained growth of the Company. Your Directors also sincerely thank toall the stakeholders customers vendors bankers business associates government otherstatutory bodies and look forward to their continued assistance co-operation and support.
|Place: Ahmedabad ||For and on behalf of the Board || |
|Date: August 21 2017 || || |
| ||SD/- ||SD/- |
| ||Ashok Shah ||Shalin Shah |
| ||Director ||Director |
| ||DIN: 02467830 ||DIN: 00297447 |