The Members of
LN INDUSTRIES INDIA LIMITED.
Yours Directors hereby present the Twenty Fourth Annual Report of your Company togetherwith the Audited Accounts for the financial year ended March 31 2017 and the Report ofthe Auditor thereon.
(Rs. In Lakhs)
|Particulars ||For the year ended ||For the year ended |
| ||31st March ' 2017 ||31st March ' 2016 |
|Revenue from operations ||0.00 ||0.00 |
|Other Income ||3.59 ||5.68 |
|Total Income ||3.59 ||5.68 |
|Total Expenditure ||333.04 ||2875.88 |
|Profit / (Loss) before exceptional items ||(329.44) ||(2870.20) |
|Exceptional Items ||1.92 ||2.60 |
|Profit / (Loss) before extraordinary items ||(331.36) ||(2872.80) |
|Extraordinary items ||0.00 ||0.00 |
|Profit / (Loss) before tax ||(331.36) ||(2872.80) |
|Less : Provision for tax ||0.00 ||0.00 |
|Profit / (Loss) after tax for the year ||(331.36) ||(2872.80) |
|Basic and Diluted EPS ||(0.33) ||(2.83) |
STATE OF COMPANY'S AFFAIRS:
The manufacturing operations of the Company have not taken place during the year owingto non-availability of the working capitals from the banks. Company is taking steps toresume the operations by entering into job work arrangement with various vendors and thirdparty business. The Developer to whom the Company has given the Company Land fordevelopment has obtained approvals from the regulatory authorities and the developmentactivity is expected to commence. The Company has settled its complete dues and closed allits loans with the Financial Institutions and Banks.
INDUSTRY STRUCTURE AND DEVELOPMENT:
The Company is engaged in the manufacture of Texturized Twisted Polyester Dyed Yarn andNylon Dyed Yarn.
The Product of the Company Polyester Dyed Yarn is used in the manufacturing of DressMaterials Sarees Shirtings Suiting and Furnishing Fabrics and other Product Nylon DyedYarn is used in the manufacture of Socks Sports Gear etc. With the emphasis of theGovernment in giving inputs to the Textile Industry Company has opportunity to revive itsoperations. The Products of the Company command good brand recall due to its excellencepresence over the past 2 decades. The market offers opportunities to the Company to forscaling up its operations.
LISTING OF EQUITY SHARES:
The Company's Equity shares are presently listed on BSE Limited and the Company haspaid the Annual Listing Fees to the said Stock Exchanges for the financial year 2016 2017.
TRANSFER TO RESERVES:
The Company has incurred a loss of Rs.331.36 lacs during the year. The said loss is setoff against the reserves held by the Company.
CHANGE IN NAUTURE OF BUSINESS IF ANY:
During the year under review there has been no change in the nature of business of theCompany.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT:
There are no material changes and commitments in the business operations of the Companyfrom the financial year ended 31st March 2017 to the date of signing of the DirectorsReport.
PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY:
The Company does not have any subsidiaries or associate companies. Hence the requiredinformation under this head is not being attached to the report.
A separate report Corporate Governance is provided together with a Certificate from theStatutory Auditors of the Company regarding compliance of the conditions of CorporateGovernance as stipulated under Listing Regulations. A Certificate of the CEO and CFO ofthe Company in terms of Listing Regulations inter alia confirming the correctness of thefinancial statements and cash flow statements adequacy of the internal control measuresand reporting of matters to the Audit Committee is also annexed.
The extract of annual return in Form MGT-9 as required under Section 92(3) of the Actand Rule 12 of the Companies (Management and Administration) Rules 2014 is appended as anAnnexure to this Report.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
All the Independent Directors have given declarations of Independence as requiredpursuant to Section 149 (7) of the Companies Act 2013 stating that they meet the criteriaof Independence as provided in subsection (6) of Section 149 of the Companies Act 2013.
MEETING OF INDEPENDENT DIRECTORS:
The performance of the Individual Directors on the Board and the Committees thereof isdone by the Board and the Independent Directors in their exclusive meeting done as per thepolicy formulated by the Board in this regard.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the performance evaluation of the Board the Committees of the Board andIndividual Directors is done on annual basis.
The evaluation is done by the Board Nomination and Remuneration Committee andIndependent Directors with specific focus on the performance and effective functioning ofthe Board and Individual Directors.
CHANGES IN DIRECTORS: INDUCTIONS:
During the year under review there were no Inductions on to the Board of the Company.
As per the provisions of the Companies Act 2013 Mr.Shailesh Shivram Mistry(DIN:02828383) retires at the ensuing Annual General Meeting and being eligible seek hisre-appointment. The Board recommends his re-appointment.
As per the provisions of the Companies Act 2013 Sri.L.Madhu Kumar Reddy (DIN:07604968)retires at the ensuing Annual General Meeting and being eligible seek his re-appointment.The Board recommends his re-appointment.
None of the independent directors will retire at the ensuing Annual General Meeting.
During the year under review Sri.G.Surender Reddy has resigned from his Directorshipwith effect from 28th August '2017.
The Board noted and places on record its appreciation for the valuable servicesrendered by Sri.G.Surender Reddy during his tenure as Director with the Company.
CHANGES IN KEY MANAGERIAL PERSONNEL:
There have been no changes in the Key Managerial Personnel.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review Six (6) times Board meetings were held on the followingdates:
1. 30th May'2016.
2. 13th August ' 2016.
3. 30th August ' 2016.
4. 30th September ' 2016.
5. 14th November ' 2016.
6. 13th February ' 2017.
The intervening gap between any two Board Meetings was within the period prescribedunder the provisions of the Companies Act 2013. All the recommendations given by theAudit Committee are accepted by the Board.
INTERNAL FINANCIAL CONTROL:
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(5) of the Act and based on therepresentations received from the management the directors hereby confirm that: i. in thepreparation of the annual accounts for the financial year 2016 17 the applicableaccounting standards have been followed and there are no material departures; ii. selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of the financial year and of the profit of the Company for thefinancial year; iii. and sufficient care to the best of their knowledge and ability forthe maintenance of adequate accounting records in accordance with the provisions of theAct. They confirm that there are adequate systems and controls for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities; iv.prepared the annual accounts on a going concern basis; v. laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and operating properly; and vi. devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively
CORPORATE SOCIAL RESPONSIBILITY:
Your Company does not fall under any of the criteria specified under the provisions ofCompanies Act 2013. Hence the Company has not constituted any committee and is notrequired to furnish information required under the provisions of the said Act.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
There have been no loans guarantees and investments under Section 186 of the Actduring the financial year 2016 17.
TRANSACTIONS WITH RELATED PARTIES:
There were no related party transactions during the year except that entered in theordinary course of business and on arms length basis. There were no materially significantrelated party transactions between your Company and the Directors promoters KeyManagerial Personnel and other designated persons which may have a potential conflict withthe interest of Company at large.
Form AOC 2 for disclosure of particulars of contracts / arrangements enteredinto by your Company with related parties is attached herewith as Annexure I.
TECHNOLOGY ABSORPTION ENERGY CONSERVATION & FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information in accordance with clause (m) of sub section (3) of Section 134 of theCompanies Act 2013 is annexed herewith as Annexure II to this report.
PARTICULARS OF EMPLOYEES:
The information and statement containing particulars of employees required pursuant toSection 197 of the Companies Act 2013 read with Rule 5 (1) and Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company are provided in Annexure III and forms part of this report.
The Nomination and remuneration committee of the Company has affirmed that theremuneration is as per the Remuneration policy of the Company.
Your Directors take this opportunity to record their deep appreciation of thecontinuous support and contribution from all employees of the Company.
EXTRACT OF ANNUAL RETURN:
As required under Sub-Section (3) of Section 92 of the Companies Act 2013 and Rule12(1) of the Companies (Management and Administration) Rules 2014 a extract of AnnualReturn in Form MGT 9 forms part of this report as Annexure IV.
During the year under review your Company has not accepted any fixed deposits and assuch no amount of principal or interest was outstanding as of the Balance Sheet date.
AUDITORS: Statutory Auditors:
The Auditors appointed by the members at the 23rd Annual General Meeting held on 30thSeptember '2016 having completed a consecutive tenure of five years leading to coolingperiod event to the Company has identified M/s. C M T Associates Chartered Accountants(FR No.011515S) as the Statutory Auditors of the Company to hold office from theconclusion of 24th Annual General Meeting to till the conclusion of the 29th AnnualGeneral Meeting. Accordingly the appointment of M/s. C M T Associates CharteredAccountants as the statutory auditors of the Company is placed for ratification at everysuch Annual General Meeting. In this regard the Company has received a certificate fromthe auditors to the effect that if they are reappointed it would be in accordance withthe provisions of Section 141 of the Companies Act 2013.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under.
During the financial year 2016-17 the Company has not received any complaints onsexual harassment.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
Your Directors place on record their appreciation for the assistance and co-operationextended by the Bankers State and Central Government Agencies. Your Directors also thankall the Customers Members and Employees for their valuable support and confidence in theCompany.
| ||on behalf of the Board of Directors |
| ||for LN INDUSTRIES INDIA LIMITED |
|Place: Hyderabad. || |
|Date: 28-08-2017. || |
| ||G. SURENDER REDDY |
| ||Managing Director |
| ||DIN:00109441 |