Lorenzini Apparels Limited
Your Directors have pleasure in presenting the First Annual Report on the business andoperations of the Company along with Audited Financial Statements for the financial year2017-18.
1. FINANCIAL RESULTS:
|Particular ||As on 31st March 2018 ||As on 31st March 2017 |
|Sales ||238202652.00 ||164363715.00 |
|Other Income ||35397.00 ||125098.00 |
|Total Income ||238238049.00 ||164488813.00- |
|Total Expenses ||232454196.00 ||161194449.00 |
|Profit Before Tax ||5783853.00 ||3294364.00 |
|Less: Income Tax -Current Year ||1489342.00 ||1283406.00 |
|Less: Deferred Tax ||(59761.00) ||(103839.00) |
|Profit/(Loss) after tax ||4354272.00 ||2114797.00 |
2. RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS
This was the eleventh financial year of the Company. The Company has performed modestlyin present year despite challenging economic conditions. Nevertheless your Directors areoptimistic about the future and expect the business to perform well for the forthcomingyear. Your Directors are relentlessly striving for the betterment of the business.
3. CHANGE IN THE 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/- divided into10200000 Equity Shares of Rs. 10/- each. During the year under review the Company hasissued 7856066 equity shares of Rs. 10 each.. On March 31 2018 the paid-up capitalstood at Rs. 101389160/- divided into 10138916 Equity Shares of Rs. 10/- each.
The Board of Directors has not recommended any dividend for the financial year ended onMarch 31 2018. 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. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments were recorded during the financialyear which materially affects the financial position of the Company till the date of thisreport.
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 2017-18.
10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT2013
The particulars of loans guarantees and investments have been disclosed in thefinancial statements which also form part of this report.
11. CORPORATE SOCIAL RESPONSIBILITY
The company has not developed and implemented any Corporate Social ResponsibilityInitiatives as provisions of section 135(1) of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 since the aforesaid provisions arenot applicable.
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 are annexed herewith at "Annexure No.I"
13. INTERNAL FINANCIAL CONTROL 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 the company's policies safeguarding of its assets preventionand detection of frauds and errors accuracy and completeness of the accounting recordsand timely preparation of reliable financial information.
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. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNAL
|Sl. Name of Director No. ||DIN ||Effective Date ||Nature of Change |
|1 Rajit Sehgal ||05281112 ||26/06/2017 ||Appointment |
|2 Sanchit Jaiswal- Company Secretary ||NA ||26/06/2017 ||Appointment |
|3 Laveena Jain- Company Secretary ||NA ||22/09/2017 ||Appointment |
Mr. Sanchit Jaiswal- Company Secretary & KMP resigned on 26.06.2017 Ms. LaveenaJain- Company Secretary & KMP resigned on 06.04.2018.
Mrs. Deepika Jain (DIN-02365797) Director liable to be retire by rotation at theensuing Annual General Meeting and being eligible offers herself for re-appointment.
15. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
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. The Nomination and Remuneration committeecomprises of Mr. Mohinder Rustagi (Chairman) Mr. Pardeep Singh (Member) and Mr. RajitSehgal (Member).
During the year there was no meeting held as there was no appointment.
Nomination & Remuneration Policy is uploaded on website of the Company i.e.www.mymonteil.com
16. INDEPENDENT DIRECTOR'S DECLARATION
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 confirming that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013.
17. BOARD 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 the 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.
18. NUMBER OF MEETINGS OF THE BOARD
During the year the Board met 13 (Thirteen) times to deliberate on various matters. TheMeetings were held as on 03/05/2017 15/05/2017 06/06/2017 16/06/2017 26/06/201701/07/2017 19/07/2017 06/08/2017 25/08/2017 31/08/2017 11/10/2017 1610201716/01/2018.The maximum interval between any two meetings did not exceed 120 days.
|S. No Name of the Director ||No of board Meetings held during the year during his/her tenure as director ||No. of Meetings attended during the year |
|1 Sandeep Jain ||13 ||13 |
|2 Deepika Jain ||13 ||13 |
|3 Pardeep Singh ||13 ||13 |
|4 Raj it Sehgal ||9 ||9 |
|5. Mohinder Rustagi ||13 ||13 |
19. AUDIT COMMITTEE
As per the provision of section 177 of the Companies Act 2013 the constitution ofAudit Committee is to monitor and provide effective supervision of the management'sfinancial reporting process to ensure accurate and timely disclosures with the highestlevel of transparency integrity and quality of Financial Reporting. The Audit committeecomprises of:
|Serial Name of Member No. ||DIN ||Position |
|1 Mohinder Rustagi ||07762470 ||Non-Executive Independent Director |
|2 Sandeep Jain ||02365790 ||Managing Director |
|3 Pardeep Singh ||03065859 ||Non-Executive Independent Director |
During the period under review there was one (1) meeting held of Audit Committee on06/08/2017.
20. STAKEHOLDERS RELATIONSHIP COMMITTEE
As per the provision of section 178 of the Companies Act 2013 the constitution ofStakeholders Relationship Committee is as follow:
|Serial Name of Member No. ||DIN ||Position |
|1 Mr. Mohinder Rustagi ||07762470 ||Non-Executive Independent |
|2 Mr. Sandeep Jain ||02365790 ||Managing Director |
|3 Mrs. Deepika Jain ||02365797 ||Whole Time Director & CFO |
During the year under review no meeting was held for Stakeholders RelationshipCommittee.
21. 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 II".
22. SUBSIDIARIES. JOINT 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.
23. VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the provisions of Companies Act 2013 every Listed Company shall establish avigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions ofsection 177(9) & (10) of the Companies Act 2013 a vigil mechanism/ whistle blowerpolicy for directors and employees to report genuine concerns has been established andapproved by Board.
24. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT 2013
The Provision of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 regarding statement of particulars of employees is not applicable on theCompany.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
There were no significant order was passed by any regulatory authority or court ortribunal.
26. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3) (c):
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) the 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 the 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 otherirregularities;
(d) the 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.
27. AUDITORS STATUTORY AUDITOR
Pursuant to the provisions of section 139 of the Act and the rules framed thereafterM/s Mittal & Associates Chartered Accountants were appointed as statutory auditorsof the Company on 17th May 2018 to fill the casual vacancy caused by theresignation of M/s S C Verma & Associates.
The notes on accounts referred to in the auditors' report are self-explanatory andtherefore don't call for any further comments by the Board of directors.
There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification or explanation.
In terms of Section 204 of the Act and Rules made there under Vikas Verma &Associates Practicing Company Secretaries were appointed as Secretarial Auditors for thefinancial year 2017-18. The Secretarial Audit Report for the financial year ended on March31 2018 is annexed herewith marked as "Annexure- III" to this Report.
There are no qualifications or adverse remarks in the Secretarial Auditors' Reportwhich require any clarification or explanation.
28. 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 No. IV.
29. RISK MANAGEMENT
During the year The Board had developed and implemented an appropriate risk managementpolicy for identifying the element of risk which in the opinion of the Board may threatenthe existence of the company and safeguarding the company against those risks.
30. 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.
31. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION & REDRESSAL) 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. No complaints of sexual harassment were raised in the financial year 2017-18.
32. 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 -7 isavailable at the website of the Company i.e. www.mymonteil.com.
Following policies are also available at www.mymonteil.com:
1. Code of Conduct for Insider Trading.
2. Code of Ethics for Board Members and Senior Managers.
3. Policy on materiality of related party transactions
4. Policy for Identification of Group Company.
5. Policy for determination of material Litigation.
6. Policy For determination of outstanding dues to creditors.
7. Policy for preservation of documents.
8. Sexual Harassment Policy.
9. Whistle Blower Policy.
10. Policy for Determination of Materiality of Events.
33. 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 it has paid Annual Listing Fees due to theBombay Stock Exchange for the year 2018-19.
The directors thank the Company's employees customers vendors investors and academicinstitutions for their continuous support.
The directors also thank the Government of India and concerned government departments /agencies for their co-operation.
| || ||For & on behalf of |
| || ||Lorenzini Apparels Limited |
| ||Sd/- ||Sd/- |
| ||Sandeep Jain ||Deepika Jain |
|Date: 16/07/2018 ||Managing Director ||Whole Time Director |
|Place: Delhi ||DIN:02365790 ||DIN:02365797 |