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 2021.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
Financial Results (Rs. in Lacs)
|Particulars ||Year ended 31/03/2021 ||Year ended 31/03/2020 |
|Total Revenue ||265.80 ||141.42 |
|Expenditure ||263.96 ||144.35 |
|Depreciation ||1.79 ||1.77 |
|Profit/(Loss) before Tax ||0.05 ||(4.70) |
|Provision for Taxation ||0.41 || |
|Profit/(Loss) after Tax ||0.46 ||(4.70) |
2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:
The Management of the Company is taking efforts for the progress of the Company. Themanagement has considered reviving and expanding the steel business of the Company. Withthis movement the management is confident that performance of the Company willsignificantly improve. Further the Company wishes to foray into the business ofconstruction and land acquisition and development.
3. CHANGE IN NATURE OF BUSINESS:
During the financial year there has been no change in the nature of business carriedon by the company.
The Company has marginally earned profits during the year and the Board has notdeclared any Dividend during the year.
5. TRANSFER TO RESERVE:
Reserves & Surplus at the end of the year stood at Rs. 75647559/- as compared toRs. 66581331/- at the beginning of the year.
6. SHARE CAPITAL:
As on March 31 2020 the authorized share capital of the company was Rs.190000000/- divided into 190000000 equity shares of face value of Re. 1/- each andthe paid up share capital of the company was Rs.11320370/- divided into 11320370equity shares of face value of Re. 1/- each.
During the year the Company has converted 62599890 convertible warrants into equityshares and accordingly the paid up capital as on March 31 2021 stood at Rs 73920260/-divided into 73920260 equity shares of Re. 1/- 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.
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:
There were no material changes occurred subsequent to the close of the financial yearof the Company to which the balance sheet relates and the date of the report which canaffect 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 Companys 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 madethereunder as follows:
|Sr. No. Date of Board || |
Name of Directors who attended the meetings
|1 24/06/2020 ||Shalin A. Shah ||Ashok C. Shah ||Payal Pandya ||Chandrakant Chauhan |
|2 30/07/2020 ||Shalin A. Shah ||Ashok C. Shah ||Payal Pandya ||Chandrakant Chauhan |
|3 08/08/2020 ||Shalin A. Shah ||Ashok C. Shah ||Payal Pandya ||Chandrakant Chauhan |
|4 25/08/2020 ||Shalin A. Shah ||Ashok C. Shah ||Payal Pandya ||Chandrakant Chauhan |
|5 14/09/2020 ||Shalin A. Shah ||Ashok C. Shah ||Payal Pandya ||Chandrakant Chauhan |
|6 13/10/2020 ||Shalin A. Shah ||Ashok C. Shah ||Payal Pandya ||Chandrakant Chauhan |
|7 16/10/2020 ||Shalin A. Shah ||Ashok C. Shah ||Payal Pandya ||Chandrakant Chauhan |
|8 10/11/2020 ||Shalin A. Shah ||Ashok C. Shah ||Payal Pandya ||Chandrakant Chauhan |
|9 11/02/2021 ||Shalin A. Shah ||Ashok C. Shah ||Payal Pandya ||Chandrakant Chauhan |
|10 31/03/2021 ||Shalin A. Shah ||Ashok C. Shah ||Payal Pandya ||Chandrakant Chauhan |
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:
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act 2013copies of the Annual Returns of the Company prepared in accordance with Section 92(1) ofthe Companies Act 2013 read with Rule 11 of the Companies (Management and Administration)Rules 2014 are placed on the website of the Company and is accessible at the weblink:http://lesha.in/announcement/
All the Properties of the Company are adequately insured.
16. RELATED PARTY TRANSACTIONS:
There was no materially significant related party transactions entered between theCompany Directors management or their relatives. Hence disclosure in Form AOC-2 is notprovided.
All the contracts/arrangements/transactions entered into by the Company with therelated parties during the financial year 2020-21 were in the ordinary course of businessand on an arms length basis as disclosed in the financial statements. The details ofrelated party disclosure form a part of the notes to the financial statements provided inthe 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.
In KMP the Company has Mr. Ashok C. Shah as a Managing Director Ms. Chitra Thaker asa Company Secretary and Compliance Officer and Mr. Hiren Makwana as a Chief FinancialOfficer of the Company.
Ms. Chitra Thaker has resigned from the post of Company Secretary and ComplianceOfficer w.e.f. 19thJune 2021
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 2013and Rule 8(4) ofthe Companies (Accounts) Rules 2014 and Regulation 17(10) of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements)Regulations 2015 theBoard had carried out performance evaluation of its own the Board Committees and of theIndependent directors. The Independent Directors of the Company at their separate meetingheld on 03/03/2021 has evaluated performance of the Non-Independent Directors Board as awhole 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.
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 2021.
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 andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report as ANNEXURE- II.
21. INDEPENDENT DIRECTORS MEETING:
Independent Directors of the Company had met during the year under the review on March3 2021.
22. COMMITTEES OF THE BOARD:
The Company had 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 are currently Three Committees of the Board as follows:
1. Audit Committee:
The Audit committee comprise of following directors as on 31/03/2021:
|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 IndependentDirector |
In the financial year 2020-21 five meetings of Audit Committee were held on24/06/2020 14/09/2020 21/08/2020 10/11/2020 and 11/02/2021.
Attendance of each member of the Audit Committee:
|Committee Members ||Meetings held ||Meetings attended |
|Ms. Payal Pandya ||5 ||5 |
|Mr. Shalin A. Shah ||5 ||5 |
|Mr. Chadrakant Chauhan ||5 ||5 |
2. Nomination and Remuneration Committee:
The Nomination and Remuneration committee comprise of following directors as on31/03/2021:
|Name ||Designation ||Category |
|Mr. Chandrakant Chauhan ||Chairperson ||Non-Executive Independent Director |
|Mr. ShalinA. Shah ||Member ||Non-Executive Director |
|Ms. Payal Pandya ||Member ||Non-Executive Independent Director |
In the financial year 2020-21 one meeting of Nomination and Remuneration Committee washeld on 14/09/2020.
Attendance of each member of the Nomination and Remuneration Committee:
|Committee Members ||Meetings held ||Meetings attended |
|Mr. Chandrakant Chauhan ||1 ||1 |
|Mr. Shalin A. Shah ||1 ||1 |
|Ms. Payal Pandya ||1 ||1 |
3. Stakeholders Relationship Committee:
The Stakeholders Relationship Committee comprise of following directors as on31/03/2021:
|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 2020-21 four meetings of Stakeholders Relationship wereheld 24/06/2020 14/09/2020 10/11/2020 and 11/02/2021.
Attendance of each member of the Stakeholders Relationship Committee:
|Committee Members ||Meetings held ||Meetings attended |
|Mr. Shalin A. Shah ||4 ||4 |
|Mr. Ashok C. Shah ||4 ||4 |
|Mr. Chandrakant Chauhan ||4 ||4 |
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. Chartered Accountants Ahmedabad (Firm Registration No.109850W) was appointed asStatutory Auditors of the Company for a consecutive period of 5 (Five) years from theconclusion of Annual General Meeting in the year 2017 till the conclusion of the AnnualGeneral Meeting to be held in the year 2022. The Members may note that consequent to thechanges in the Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014 bythe Ministry of Corporate Affairs (MCA) vide notification dated May 7 2018 the provisoto Section 139(1) of the Companies Act 2013 read with explanation to sub-rule 7 of Rule 3of the Companies (Audit and Auditors) Rules 2014 the requirement of ratification ofappointment of Auditors by the Members at every AGM has been done away with. Thereforethe Company is not seeking any ratification of appointment of M/s. GMCA & Co.Chartered Accountants as the Auditors of 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 2021 of the Company is part of the Annual Report. The notes to theaccounts referred to in the Auditors Report are self-explanatory and therefore donot call 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 III theAuditors Report are self-explanatory and therefore do not call for any furthercomments.
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 Audit Committee in consultation with the internal auditors formulates thescope functioning periodicity and methodology for conducting the internal audit. Theinternal auditors carry out audit covering inter alia monitoring and evaluating theefficiency & adequacy of internal control systems in the Company its compliance withoperating systems accounting procedures and policies at all locations and submit theirperiodical internal audit reports to the Audit Committee. Based on the internal auditreport and review by the Audit committee process owners undertake necessary actions intheir respective areas. The internal auditors have expressed that the internal controlsystem in the Company is robust and effective. The Board has also put in place requisitelegal compliance framework to ensure compliance of all the applicable laws and that suchsystems 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 Companys 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 Companys shares andprohibits the purchase or sale of Companys shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code. All Board Directors and the designatedemployees have confirmed 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 2021 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 CorporateGovernance herewith attached as Annexure IV.
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 herewithattached as ANNEXURE V.
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 fromwhat the Directors envisage in terms of 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.
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 to all the stakeholders customers vendorsbankers business associates government other statutory bodies and look forward to theircontinued assistance co-operation and support.
|Place: Ahmedabad ||For and on behalf of the Board |
|Date: September 4 2021 ||SD/- ||SD/- |
| ||Ashok Shah ||Payal P. Pandya |
| ||Managing Director ||Director |
| ||DIN:02467830 ||DIN:07658223 |