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Lorenzini Apparels Ltd.

BSE: 540952 Sector: Industrials
NSE: N.A. ISIN Code: INE740X01015
BSE 00:00 | 02 Dec 63.95 5.80
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NSE 05:30 | 01 Jan Lorenzini Apparels Ltd
OPEN 63.95
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VOLUME 10000
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P/E 120.66
Mkt Cap.(Rs cr) 65
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OPEN 63.95
CLOSE 58.15
VOLUME 10000
52-Week high 63.95
52-Week low 8.00
P/E 120.66
Mkt Cap.(Rs cr) 65
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Lorenzini Apparels Ltd. (LORENZINIAPPAR) - Director Report

Company director report

Dear Members

Lorenzini Apparels Limited

Your Directors are pleased to present the 14th (Fourteenth) Annual Report onthe business and operations of the Company along with Audited Financial Statements for thefinancial year 2020-21.

1. FINANCIAL RESULTS:

The Company's financial performance for the year ended March 312021 is summarizedbelow:

(Amount in INR)

Particular 2020-2021 2019-2020
Sales 254922542 355768761
Other Income 91953 1069620
Total Income 255014495 356838381
Total Expenses 252452209 349986398
Profit Before Tax 2562286 6851983
Less: Income Tax -Current Year 1158415 2176090
Less: Deferred Tax 545078 688623
Less: Previous Year 62166 303587
Profit/(Loss) after tax 796627 3683683

2. RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS

Financial Year 2020-21 and 2019-20 has been challenging years for the Company withweakening macro-economic conditions slowing market growths and COVID-19 outbreak in thewhole nation. During the Financial Year 2020-21 the revenue from operations of theCompany has been decreased from Rs.355768761/- in the previous financial year 2019-20 toRs. 254922542/- in the current financial year 2020-21. The Profits of the Company arealso affected and reduced from Rs.3683683/- in the previous financial year to Rs.796627/- in the current financial year.

For the current financial year 2020-21 the Company revenues and performance wereaffected due to the following factors:

• Project delays due to lockdowns affecting delay in revenue generation.

• Increase in costs (due to COVID restrictions).

• Inadequate maintenance of operational projects due to COVID lockdowns and lackof readily available staff.

During the year the Company has performed modestlybut despite of challenging economicconditions and other related factors we are able to maintain profits and steady revenuein the Company. The Directors are relentlessly striving for betterment of the business andgrowth of the Company. They are optimistic about the future and expect the business toperform well in the forthcoming year.

3. CHANGE IN THR NATURE OF BUSINESS

There were no Changes in the Nature of Business of the Company during the FinancialYear.

4. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 102000000/- [Rupees Ten CroreTwenty lakh) divided into 10200000 (One Crore Two Lakh) Equity Shares of INR 10/- each.

As on March 31 2021 the paid-up share capital of the Company is Rs. 101389160/-(Rupees Ten Crore Thirteen Lakh Eighty Nine Thousand One Hundred Sixty only) divided into10138916 Equity Shares of INR 10/- each.

5. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended onMarch 31 2021. Since the Board have considered it financially prudent in the long-termsinterest of the Company to re-invest the profits into the business of the Company to builda strong reserve base and grow the business of the Company.

6. TRANSFER TO RESERVES

During the period the Company has not transferred any profit into the General Reserveof the Company.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION

FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

8. DEPOSIT

The Company has not accepted any deposits from the public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the date ofthe balance sheet for the FY 2020-21.

9. MATERIAL CHANGES AND COMMITMENTS AFFEC TING FINANCIAL POSITION BETWEEN

THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

No changes and commitments were recorded during the financial year which materiallyaffects the financial position of the Company till the date of this report.

10. PARTICULARS OF LOANS. GUARANTEES PR INVESTMENTS MADE U/S 136 OF THE COMPANIESACT. 2013

The particulars of loans guarantees and investments have been disclosed in thefinancial statements which also form part of this report.

11. CORPORATE SOCIAL RESPONSIBILITIES

As per the provisions of Section 135 of the Companies Act 2013 read with rules framedthereunder certain class of companies is required to spend 2% of its average net profitduring 3 preceding years

on CSR activities. It also provides for formation of CSR committee of the Board. Therules prescribe the activities qualify under CSR and the manner of spending the amount.The company is not covered under section 135 of the Companies Act 2013 and the rulesframed there under for the financial year under review.

12. CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION. FOREIGNEXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3) of the Companies Act 2013 read withRule 8(3) of Companies (Accounts) Rules 2014 arc annexed herewith at "AnnexureNo. I"

13. INTERNA!. FINANCIAL CONTROI. SYSTEM

According to Section 134(5) (e) of the Companies Act 2013 the term financial control(IFC) means the policies and procedures adopted by the Company for ensuring the orderlyand efficient conduct of business including adherence to die Company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation.

The Company has a well-placed proper and adequate Internal Financial Control Systemwhich ensures that all the assets are safeguarded and protected and the transactions areauthorized recorded and reported correctly.

To further strengthen the internal control process the Company has developed the verycomprehensive compliance management tool to drill down the responsibility of thecompliance from top management to executive.

14. SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture or Associate Company; henceprovisions of section 129(3) of the Companies Act 2013 relating to preparation ofconsolidated financial statements are not applicable.

15. PARTICULARS OF EMPLOYEES U/S 197fl21 OF THE COMPANIES ACT. 2013

The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 is given in the Statement annexed herewith as Annexure-II.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the Companies Act 2013 and SEBI (LODR) Regulations 2015 the Company hasadopted a Vigil Mechanism Policy to provide a formal mechanism to the Directors' andemployees to report their concerns about unethical behavior actual or suspected incidentsof fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and provides to employees' direct access to the Chairman of the Audit Committee.The Vigil Mechanism Policy is disseminated through the Website of the Company atwww.mvmonteil.com.

During the financial year 2020-21 no cases under this mechanism were reported to theCompany.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in section188(1) of the Companies Act 2013 read with Rule 8(2) of Companies (Accounts) Rules 2014in prescribed Form AOC-2 is annexed herewith at "Annexure III".

18. A.LLQLIQ.BS

• STATUTORY AUDITOR

M/s Mittal & Associates Chartered Accountants (FRN 106456W) were appointed asStatutory Auditors of the Company from the conclusion 11th Annual GeneralMeeting till the conclusion 16th Annual General Meeting of the Company will beheld in year 2023.

• SECRETARIAL AUDITOR

M/s KMPM & Co. Practicing Company Secretaries were appointed as SecretarialAuditors for the financial year 2020-21. The Secretarial Audit Report for the financialyear ended on March 31 2021 is annexed herewith marked as "Annexure-IV” tothis Report.

• INTERNAL AUDITOR

M/S. BURHAN & ASSOCIATES Chartered Accountants FRN (036633N) were appointedas Internal Auditors of the Company for the financial year 2020-21

19. EXPLANATIONS OR COMMENTS OF THE BOARD ON QUALIFICATION(S). RESERVATIONS 0RADVERSE REMARKS) OR DISCLAIMER MADE BY;

• The Statutory Auditor in its Report; The notes on accounts referred to indie auditors' report are self-explanatory and therefore don't call for any furthercomments by the Board of Directors.

• The Company secretary in practice in his Secretarial audit Report; There areno qualifications or adverse remarks in the Secretarial Auditors' Report which require anyfurther clarification(s) or explanation(s) by the Board.

20. INSTANCES OF FRAUD. IF ANY REPORTED BY THE AUDITORS:

Pursuant to provisions of Section 143(12) and sub section (14) of the Companies Act2013 as amended from time to time the Auditors have not reported any incident of fraudto the Company during the year under review.

21. SECRETARIAL STANDARDS:

The Company duly complies with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per SEBI Listing Regulations Management Discussion and Analysis are attached whichform part of this report annexed herewith at Annexure V.

23. RISK MANAGEMENT

The Board has developed appropriate framework and processes for identifying assessingand mitigating risk associated with the Company and developed procedures for reviewingmanagement's action on implementation of the same. Major risks which in the opinion of theBoard may threaten the existence of the Company are identified hy the businesses andfunctions are systematically addressed through appropriate actions on a continuous basissafeguarding the Company against those risks. The details of the same are set out inManagement Discussion and Analysis Report

24. DIRECTORS & KEY MANAGERIAL PERSONNAL

As on March 312021 the Board of Directors of the Company comprised of the following:

S.No. Name DIN/PAN Designation
1. Sandeep Jain 02365790 Managing Director
2. Deepika Jain 02365797 Whole time Director& Chief Financial Officer
3. Rajit Sehgal 05281112 Director
4. Mohan Chauhan 08627458 Independent Director
5. Yogesh Kumar 08722626 Independent Director
6. Jai Prakash Sharma JHVPS0541B Company Secretary

Mr. Jai Prakash Sharma resigned from the post of Company Secretary on 3rdAugust 2021 and Ms. Monika Joshi is appointed as the Company Secretary of the Company.

Ms. Deepika Jain (DIN: 02365797) Director liable to retire by rotation at this 14thAnnual General Meeting of the Company and being eligible offers herself for re-appointment

25. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND REMUNERATION INCLUDINGCRITERIA FOR DETERMINING QUALIFICATIONS. POSITIVE ATTRIBUTES. INDEPENDENCE AND OTHERMATTERS PROVIDED UNDER SECTION 178 (31

The Company has in place a Nomination & Remuneration Committee in accordance withthe requirements of the Companies Act 2013 read with the rules made there under andRegulation 19 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015.

The Committee has formulated a policy on Director's appointment and remunerationincluding recommendation of remuneration of the key managerial personnel and otheremployees composition and the criteria for determining qualifications positiveattributes and independence of a Director and the policy is available on the website ofthe Company i.e.. www.mymonteil.com

26. CORPORATE GOVERNANCE

As the Company is listed on the BSE-SME platform the requirement of furnishingCorporate Governance Report under Regulation 27(2) read with Schedule V of the ListingObligations & Disclosure Requirements) Regulations 2015 is not applicable to theCompany. Whenever this regulation becomes applicable to the Company at a later date theCompany will comply with the requirements of those regulations within six months from thedate on which the provisions become applicable to our Company.

27. ANNUAL PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceboard Committees and individual Directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

The performance of the board was evaluated by the board after seeking inputs from allthe Directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

It includes circulation of questionnaires to all Directors for evaluation of the boardand its Committees board composition and its structure its culture its effectivenessits functioning information availability etc. These questionnaires also cover specificcriteria and the grounds on which all Directors in their individual capacity will beevaluated.

The board and the nomination and remuneration committee reviewed the individualDirectors' responses on the questionnaire regarding the performance of the individualDirectors on the basis of the criteria such as the contribution of the individual Directorto the board and committee meetings like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc. In addition thechairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors performance of non-independentDirectors performance of the board as a whole and performance of die chairman wasevaluated taking into account the views of executive Directors and non-executiveDirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the board its committees andindividual Directors was also discussed. Performance evaluation of independent Directorswas done by the entire board excluding the independent Director being evaluated.

28. MEETINGS OF THE BOARD

During the year the Board of Directors of the Company met 7 (Seven) times to deliberateon various matters in respect of which proper notices were given and the proceedings wereproperly recorded signed and maintained in die Minutes book kept by the Company. Theintervening gap between the Meetings was within die period prescribed under the CompaniesAct 2013

The details of Board meetings held during the year ended March 31 2021 along with theattendance of Directors are as follows:

S.No.

Date of Meeting

Total Number of directors associated as on the date of meeting

Attendance

Numbers of Directors Attended % of Attendance
1. 27/07/2020 5 5 100
2. 14/08/2020 5 5 100
3. 07/09/2020 5 5 100
4. 15/09/2020 5 5 100
5. 05/10/2020 5 5 100
6. 17/11/2020 5 5 100
7. 10/02/2021 5 5 100

29. COMMITTEES OF THE BOARD

The Board committees play a crucial role in the governance structure of the Company andhave been constituted to deal with specific areas/ activities which concern the Companyand need a closer review. The Board committees are setup under the formal approval of theBoard to carry out clearly defined roles which are considered to be performed by themembers of the Board as a part of good governance practice. All decisions andrecommendations of the committees are placed before the Board for information or forapproval. The minutes of the meetings of all the committees are placed before the Boardfor their review.

The Board of Lorenzini Apparels Limited currently has 3(Three) Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder's Relationship Committee

The major terms of reference of the Committees its composition and number of meetingsheld during the year ended March 31 2021 are as follows:

• AUDIT COMMITTEE

The major terms of reference of the Audit Committee includes:

- Examination of Financial Statements and Auditor's Report thereon;

- Recommendation for appointment remuneration and terms of appointment of auditors ofthe Company;

- Evaluation of internal financial controls and risk management systems;

- Approval or modifications of related party transactions;

- Review functioning of the Whistle Blower mechanism;

- Scrutiny of inter-corporate loans and investments

The Composition of the Audit Committee as on the date of the Report is as follows:

Sr. No. Name of the Director DIN Position in the Committee
1 Mr. Mohan Chauhan 08627458 Chairman & Member (Independent Director)
2 Mr. Rajit Sehgal 05281112 Member (Non-Executive Director)
3 Mr. Yogesh Kumar 08722626 Member (Independent Director)

Meetings of die Audit Committee

During the year the Audit Committee met 2 (Two) times. The details of the meetings heldduring the year ended March 31 2021 along with the attendance of Directors are asfollows:

S.No.

Date of Meeting

Total Number of members of the Committee associated as

Attendance

Numbers of Directors Attended

% of Attendance

on the date of meeting
1. 27/07/2020 3

3

100
2. 17/11/2020

3

3

100

• NOMINATION AND REMUNERATION COMMITTEE

The major terms of reference of the Nomination and Remuneration Committee are asfollows:

-Identification of persons qualified to become directors and be appointed in seniormanagement in accordance with the criteria laid down recommend to the Board theirappointment and removal;

- Formulation of the criteria for determining qualifications positive attributes andindependence of a director;

- Specifying the manner for effective evaluation of performance of Board itscommittees and individual directors;

- Recommending to the Board a policy relating to the remuneration for the directorskey managerial personnel and other employees.

Composition of Nomination & Remuneration Committee as on the date of tire report:

Sr. No. Name of the Director DIN Position in the Committee
1 Mr. Mohan Chauhan 08627458 Chairman & Member (Independent Director)
2 Mr. Raj it Sehgal 05281112 Member (Non-Executive Director)
3 Mr. Yogesh Kumar 08627458 Member (Independent Director)

Meetings of tire Nomination & Remuneration Committee

During the year the Audit Committee met once. The details of the meeting held duringthe year ended March 312021 along with the attendance of Directors are as follows:

S.No.

Date of Meeting

Total Number of members of the Committee associated as on the date of meeting

Attendance

Numbers of Directors Attended % of Attendance
1. 07/09/2020 3

3

100

• STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING

The major terms of reference of the Stakeholders Relationship Committee include:

- Consideration & Resolution of the grievances of security holders of the Company;

- Reviewing of Transfer / Transmission requests / Demat / Remat requests of thesecurity shareholders and issuance of duplicate share certificate if any.

Composition of the Stakeholders Relationship Committee as on the date ofthe report:

Sr. No. Name of the Director DIN Position in the Committee
1 Mr. Mohan Chauhan 08627458 Chairman & Member (Independent Director)
2 Mr. Sandeep Jain 02365790 Member (Executive Director)
3 Ms. Deepika Jain 02365797 Member (Executive Director)

Meetings of the Stakeholders Relationship Committee

During the year the Stakeholders Relationship Committee met once. The details of themeeting held during the year ended March 31 2021 along with the attendance of Directorsare as follows:

S.No.

Date of Meeting

Total Number of members of the Committee associated as on the date of meeting

Attendance

Numbers of Directors Attended

% of Attendance

1. 10/02/2021

3

3 100

30. INDEPENDENT DIRECTORS MEETING

The Independent Directors met on 10th February 2021 without the attendance ofNon-Independent Directors and members of the Management The Independent Directors reviewedthe performance of Non-Independent Directors and the Board as a whole the performance ofthe Chairman of the Company taking into account the views of Executive Director and Non-Executive Directors and assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform its duties.

As per the provisions of the Companies Act 2013 read with Schedule IV following arethe Independent Directors of the Company.

Sr. No. Name of member DIN Position
1 Mr. Mohan Chauhan 08627458 Non- Executive Independent Director
2. Mr. Yogesh Kumar 08722626 Non-Executive Independent Director

31. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received requisite declarations from the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed underSection 149(6) of the Companies Act 2013 read with rules made thereunder and Regulation16 of the SEBI Listing Regulations. Independent Directors have also confirmed that theyhave complied with Schedule IV of the Act and the Company's Code of Conduct. Further theIndependent Directors have also submitted their declaration in compliance with theprovisions of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules2014 as amended from time to time which mandated the inclusion of an IndependentDirector's name in the data bank of Indian Institute of Corporate Affairs("IICA") for a period of one year or five years or life time till they continuesto hold the office of an independent director.

32. PIKECTUKS' RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3) fc):

Pursuant to section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that: -

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed;

(b) die Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at die end of the financial year and ofthe profit and loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and odierirregularities;

(d) die Directors have prepared the annual accounts on a going concern basis.

(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively

(f) the Directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

33. CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for theDirectors and Senior Executives of the Company. The object of the Code is to conduct theCompany's business ethically and with responsibility integrity fairness transparencyand honesty. The Code sets out a broad policy for one's conduct in dealing with theCompany fellow Directors and with the environment in which the Company operates.

34. DETAILS OF SIGNIFICANT AND MATERIAL QKPERS BY THE REWLATPRS PR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.

There were no significant order(s) passed by any regulatory authority or court ortribunal against the Company during the year under review.

35. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION.PROHIBITION & REDRESSAI.) ACT. 2013

Your Company has a policy and framework for employees to report sexual harassment casesat workplace and the process ensures complete anonymity and confidentiality ofinformation. During the financial year ended March 31 2021 the Company has not receivedany complaints pertaining to sexual harassment

36. HEALTH. SAFETY AND ENVIRONMENT;

At Lorenzini Apparels Limited the people are the greatest asset and their safetyhealth and wellbeing is of utmost importance to us. The Company endeavors to provide asafe conducive and productive work environment by undertaking various measures at itsmanufacturing facilities to ensure no injury or accident Several other measures have beentaken by the Company to ensure health and safety of its employees in the light on COVID-19pandemic. The Company's ethos of environment protection by development of environmentfriendly processes for effective usage of resources is based on the belief that nature isa precious endowment to humanity.

37. ANNUAL RETURN

As per the provisions of section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an Annual Return in Form MGT -9 isavailable at the website of the Company at www.mymonteil.com.

38. LISTING WITH STOCK EXCHANGES

At present the equity shares of the Company are listed on the BSE SME Platform ofBombay Stock Exchange. The Company confirmed that it has paid Annual Listing Fees to theBombay Stock Exchange for the year 2020-21.

39. ACKNOWLEDGEMENT

The Directors express their gratitude to the esteemed customers shareholdersdistributors dealers consultants and all the stakeholders of die Company for theirunstinted support. The Directors also placed on record their belief that the consistentgrowth of the Company was only made possible by the solidarity cooperation and support ofits employees at all levels. The Directors seek and look forward to the same supportduring the future years of growth of the Company.

For & on behalf of Lorenzini Apparels Limited
Date: 31/08/2021 Place: Delhi Sd/- Sd/- Sandeep lain Managing Director DIN:02365790 Deepika Jain Whole Time Director D1N:02365797

.