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Lesha Industries Ltd.

BSE: 533602 Sector: Others
NSE: N.A. ISIN Code: INE050L01048
BSE 11:17 | 08 Apr 0.98 -0.01
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NSE 05:30 | 01 Jan Lesha Industries Ltd
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VOLUME 1
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P/E 24.50
Mkt Cap.(Rs cr) 1
Buy Price 0.98
Buy Qty 99.00
Sell Price 0.99
Sell Qty 1.00
OPEN 0.98
CLOSE 0.99
VOLUME 1
52-Week high 2.10
52-Week low 0.98
P/E 24.50
Mkt Cap.(Rs cr) 1
Buy Price 0.98
Buy Qty 99.00
Sell Price 0.99
Sell Qty 1.00

Lesha Industries Ltd. (LESHAINDS) - Director Report

Company director report

To

The Members

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 2019.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

Financial Results (Rs. in Lacs)
Particulars Year ended 31/03/2019 Year ended 31/03/2018
Total Revenue 99.37 1339.64
Expenditure 105.06 1352.46
Depreciation 1.66 1.66
Profit/(Loss) before Tax (7.35) (14.48)
Provision for Taxation
Profit/(Loss) after Tax (7.35) (14.48)

2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:

The Management of the Company is taking efforts for the progress of the Company. Theperformance of the

Company will gradually improve with transient time.

3. CHANGE IN NATURE OF BUSINESS:

During the financial year the Company has altered the object clause of its Memorandumof Association by

incorporating therein objects related to trading of chemicals and other ancillaryproducts.

Approval of shareholders was obtained at an Extra Ordinary General Meeting held on28/02/2019 for above amendment in the object clause of the Memorandum of Association.

4. DIVIDEND:

Due to loss during the year the Company is not able to declare Dividend.

5. TRANSFER TO RESERVE:

Reserves & Surplus at the end of the year stood at Rs. 67051425/- as compared toRs. 67786781/- at the beginning of the year.

6. SHARE CAPITAL:

As on March 31 2019 the authorized share capital of the company was Rs.190000000/- divided into 19000000 equity shares of face value of Rs. 10/- each andthe paid up share capital of the company was Rs. 11320370/- divided into 1132037equity shares of face value of Rs. 10/- each.

However subsequent to the close of the financial year 2018-19 the Company hassub-divided its Equity Shares of face value of Rs. 10/- (Rupees Ten only) each fully paidup into 10 (Ten) Equity Shares of face value of Rs. 1/- (Rupee One only) each fully paidup w.e.f. Record Date i.e. April 12 2019 and hence as on the date of this report theauthorized share capital of the company is Rs. 190000000/- divided into 190000000equity shares of face value of Rs. 1/- each and the paid up share capital of the companyis Rs. 11320370/- divided into 11320370 equity shares of face value of Rs. 1/- each.

7. DEPOSITS:

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.

8. 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. The information pertaining to foreignexchange income or outgo during the year is given in ANNEXURE - I and forms part ofthis report.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

Subsequent to the close of the financial year of the Company to which the balance sheetrelates the Company has sub-divided its Equity Shares of face value of Rs. 10/- (RupeesTen only) each fully paid up into 10 (Ten) Equity Shares of face value of Rs. 1/- (RupeeOne only) each fully paid up w.e.f. Record Date i.e. April 12 2019 and hence as onthe date of this report the authorized share capital of the company is Rs. 190000000/-divided into 190000000 equity shares of face value of Rs. 1/- each and the paid upshare capital of the company is Rs. 11320370/- divided into 11320370 equity sharesof face value of Rs. 1/- each.

There were no other 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.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No orders have been passed by the Regulators/Court or Tribunals which can impact thegoing concern status and Company's operation in future.

11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

There are no Subsidiary/Joint Ventures/Associate Companies.

12. 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.

13. MEETING OF BOARD OF DIRECTORS:

During the year under review 10 (Ten) Board meetings were held with gap betweenMeetings not exceeding

the period prescribed under the Companies Act 2013 and Rules made thereunder asfollows:

Sr. No. Date of Board Meeting Name of Directors who attended the meetings
1 29/05/2018 Ashok C. Shah Payal Pandya

Hitesh Donga

2 13/08/2018 Shalin A. Shah Ashok C. Shah Payal Pandya Hitesh Donga
3 28/09/2018 Shalin A. Shah Ashok C. Shah Payal Pandya Hitesh Donga
4 03/11/2018 Shalin A. Shah Ashok C. Shah Payal Pandya Hitesh Donga
5 26/12/2018 Shalin A. Shah Ashok C. Shah Payal Pandya Hitesh Donga
6 19/01/2019 Shalin A. Shah Ashok C. Shah Payal Pandya Hitesh Donga
7 29/01/2019 Shalin A. Shah Ashok C. Shah Payal Pandya Hitesh Donga
8 13/02/2019 Shalin A. Shah Ashok C. Shah Payal Pandya Hitesh Donga
9 11/03/2019 Shalin A. Shah Ashok C. Shah Payal Pandya Hitesh Donga
10 23/03/2019 Shalin A. Shah Ashok C. Shah

Payal Pandya

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.

14. EXTRACTS OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-IIand forms part of this report.

15. INSURANCE:

All the Properties of the Company are adequately insured.

16. RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions entered between theCompany Directors

management or their relatives. Hence disclosure in Form AOC-2 is not provided.

All the contracts/arrangements/transactions entered into by the Company with therelated parties during the financial year 2018-19 were in the ordinary course of businessand on an arm's length basis as disclosed in the

financial statements.

The details of related party disclosure form a part of the notes to the financialstatements provided in the annual

report.

17. 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. Shalin A. Shah (DIN: 00297447) retires byrotation at the ensuing Annual General Meeting and being eligible in terms of Section 164of the Act offers himself for re-appointment.

Ms. Chitra Thaker has been appointed as a Company Secretary and Compliance Officer ofthe Company at the Board Meeting held on 28th September 2018 with immediateeffect.

Mr. Hiren Makwana has been appointed as a Chief Financial Officer of the Company at theBoard Meeting held on 11th March 2019 with immediate effect.

Mr. Hitesh Donga (DIN: 03393396) has resigned from the post of Independent Director ofthe Company with effect from 16th March 2019 the Board took note of the samein its meeting held on 23rd March 2019. In the same Board Meeting Mr.Chandrakant Chauhan (DIN: 08057354) was appointed as an additional Independent Directorof the Company w.e.f. 23/03/2019 whose appointment is proposed to be regularized as anIndependent Director of the Company for a term of five year at the ensuing Annual GeneralMeeting of the Company.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

18. EVALUATION OF BOARD COMMITTEES AND DIRECTORS:

Pursuant to the provisions Section 134(3)(p) of the Companies Act 2013 and Rule 8(4)of the Companies (Accounts) Rules 2014 and Regulation 17(10) of Securities and ExchangeBoard of India (Listing Obligations and

Disclosure Requirements) Regulations 2015 the Board had carried out performanceevaluation of its own the Board Committees and of the Independent directors. TheIndependent Directors of the Company at their separate meeting held on 25/03/2019 hasevaluated performance of the Non-Independent Directors Board as a whole and of theChairman 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.

19. 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.

20. 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 2019.

The statement containing particulars of employees as required under Section 197 (12) ofthe Companies Act

2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part of this Report as ANNEXURE - III.

21. INDEPENDENT DIRECTORS' MEETING:

Independent Directors of the Company had met during the year under the review on March25 2019.

22. COMMITTEES OF THE BOARD:

The Company had re-constituted its committees to comply with section 177 and 178 of theCompanies Act 2013

and as per regulation 18 19 & 20 of SEBI (LODR) Regulation 2015. There arecurrently Three Committees of the

Board as follows:

1. Audit Committee:

The Audit committee comprise of following directors as on 31/03/2019:

Name Designation Category
Ms. Payal Pandya Chairperson Non-Executive Independent Director
Mr. Shalin A. Shah Member Non-Executive Director
Mr. Chandrakant Chauhan Member Non-Executive Independent Director

In the financial year 2018-19 four meetings of Audit Committee were held on29/05/2018 13/08/2018 03/11/2018 and 13/02/2019.

Attendance of each member of the Audit Committee:

Committee Members Meetings held Meetings attended
Mr. Hitesh Donga 4 4
Mr. Shalin A. Shah 4 3
Ms. Payal Pandya 4 4
Mr. Chadrakant Chauhan 0 0

2. Nomination and Remuneration Committee:

The Nomination and Remuneration committee comprise of following directors as on31/03/2019:

Name Designation Category
Mr. Chandrakant Chauhan Chairperson Non-Executive Independent Director
Mr. Shalin A. Shah Member Non-Executive Director
Ms. Payal Pandya Member Non-Executive Independent Director

In the financial year 2018-19 four meetings of Nomination and Remuneration Committeewere held on

13/08/2018 28/09/2018 11/03/2019 and 23/03/2019.

Attendance of each member of the Nomination and Remuneration Committee:

Committee Members Meetings held Meetings attended
Mr. Hitesh Donga 3 3
Mr. Ashok C. Shah 2 2
Ms. Payal Pandya 4 4
Mr. Shalin A. Shah 2 2
Mr. Chandrakant Chauhan 0 0

3. Stakeholders' Relationship Committee:

The Stakeholders' Relationship Committee comprise of following directors as on31/03/2019:

Name Designation Category
Mr. Shalin A. Shah Chairperson Non-Executive Director
Mr. Ashok C. Shah Member Executive Director
Mr. Chandrakant Chauhan Member Non-Executive Independent Director

In the financial year 2018-19 four meetings of Stakeholders' Relationship were held on29/05/2018

13/08/2018 03/11/2018 and 13/02/2019.

Attendance of each member of the Stakeholders' Relationship Committee:

Committee Members Meetings held Meetings attended
Mr. Ashok C. Shah 4 4
Mr. Shalin A. Shah 4 3
Mr. Hitesh Donga 4 4
Mr. Chandrakant Chauhan 0 0

23. AUDITORS:

A. Statutory Auditors

In terms of the provisions of Section 139 of the Companies Act 2013 read withprovisions of the Companies

(Audit and Auditors) Rules 2014 as amended M/s. GMCA & Co. CharteredAccountants Ahmedabad (Firm

Registration No.109850W) was appointed as Statutory Auditors of the Company for aconsecutive period of 5 (Five) years from the conclusion of Annual General Meeting in theyear 2017 till the conclusion of the Annual

General Meeting to be held in the year 2022.

The Members may note that consequent to the recent changes in the Companies Act 2013and the Companies

(Audit and Auditors) Rules 2014 by the Ministry of Corporate Affairs (MCA) videnotification dated May 7 2018

the proviso to Section 139(1) of the Companies Act 2013 read with explanation tosub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules 2014 the requirement ofratification of appointment of Auditors by the

Members at every AGM has been done away with. Therefore the Company is not seeking anyratification of appointment of M/s. GMCA & Co. Chartered Accountants as the Auditorsof the Company by the Members at the ensuing AGM.

The Company has received a certificate from M/s. GMCA & Co. Chartered Accountantsconfirming their eligibility to continue as Auditors of the Company in terms of theprovisions of Section 141 of the Companies Act

2013 and the Rules framed thereunder.

The Report given by the M/s. GMCA & Co. Auditors on the financial statements forthe year ended March 2019 of the Company is part of the Annual Report. The notes to theaccounts referred to in the Auditors' Report are self-explanatory and therefore do notcall for any further comments.

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 Chintan K.Patel Practicing Company Secretary Ahmedabad to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report is annexed herewith as Annexure IV theAuditors' Report are self-explanatory and therefore do not call for any further comments.

24. 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 processowners undertake 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.

25. 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.

26. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177(9) 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.

27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (‘Act') and Rules made thereunder yourCompany has assigned the responsibilities to Audit Committee. During the year nocomplaint with allegations of sexual harassment was filed with the Company.

28. 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.

The Company has adopted and amended its Code of Conduct for Prevention of InsiderTrading w.e.f. April 1 2019 pursuant to Securities and Exchange Board of India(Prohibition of Insider Trading) (Amendment) Regulations 2018.

29. 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 2019 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.

30. 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 inrespect of the listed entity having paid up equity share capital not exceeding rupees tencrore and net worth not exceeding rupees twenty five crore as on the last day of theprevious financial year. At present the Company is not required to comply with CorporateGovernance regulations as none of the above referred limits have been triggered.

31. 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 Corporate Governance herewith attached as Annexure V.

32. RELATED PARTY DISCLOSURE:

Related Party disclosure as mentioned in Schedule V of SEBI (Listing Obligations andDisclosure Requirements)

Regulations 2015 is appended to the report of Director herewith attached as ANNEXUREVI.

33. 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.

34. MAINTENANCE OF COST RECORDS:

The Company is not require to maintain cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013 andaccordingly such accounts and records are not made and maintained.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Report on Management Discussion and Analysis Report as required under SEBI ListingRegulations is included in this Report. Certain statements in the said report may beforward looking. Many factors may affect

the actual results which could be different from what the Directors envisage in termsof the future performance

and outlook.

36. DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

There are no shares lying in the demat suspense account or unclaimed suspense account.

37. ACKNOWLEDGEMENT:

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 8 2019
SD/- SD/-
Ashok Shah Shalin Shah
Managing Director Director
DIN: 02467830 DIN: 00297447