Lorenzini Apparels Ltd.
|BSE: 540952||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE740X01015|
|BSE 00:00 | 25 May||Lorenzini Apparels Ltd|
|NSE 05:30 | 01 Jan||Lorenzini Apparels Ltd|
|BSE: 540952||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE740X01015|
|BSE 00:00 | 25 May||Lorenzini Apparels Ltd|
|NSE 05:30 | 01 Jan||Lorenzini Apparels Ltd|
Lorenzini Apparels Limited
Your Directors have pleasure in presenting the Thirteenth Annual Report on the businessand operations of the Company along with Audited Financial Statements for the financialyear2019-20.
2. RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS
The revenue from operations was increased during the current financial year 2019-20.The revenue generated from operations amounted to INR 3557.69 Lakh in F.Y. 2019-20 ascompared to INR 2705.74 Lakh in F.Y. 2018- 19. The Company has performed modestly inpresent 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 OFBUSINESS
There were no Changes in the Nature of Business of the Company during the FinancialYear.
The Authorized Share Capital of the Company is INR 102000000/- divided into10200000 Equity Shares of INR 10/- each. On March 31 2020 the paid-up capital stoodat INR 101389160/- divided into 10138916 Equity Shares of INR 10/- each.
The Board of Directors has not recommended any dividend for the financial year ended onMarch 31 2020. 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 TORESERVES
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 PROTECTIONFUND
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 ENDOF THE FINANCIAL YEAR AND DATE OFREPORT
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 2019-20.
10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE
The particulars of loans guarantees and investments have been disclosed in thefinancial statements which also form part of this report.
11. CORPORATE SOCIALRESPONSIBILITY
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. CHANGES IN DIRECTORS & KEY MANAGERIALPERSONNAL
During the Financial year there is change in the Board of Directors of the Company.Mr. Sandeep Jain Managing Director of the Company liable to retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.
As on 31st March 2020 Board of Directors of the Company is comprised of followingdirectors:
During the period under review Mr.Mohan Chauhan &Mr. Yogesh Kumar was appointed asAdditional Directors and Mr. Pradeep Singh and Mr. Mohinder Rustagihas resigned from thepost of Independent of the Company.
KEY MANAGERIAL PERSONNEL
Managing Director and Whole Time Director
There is no change among Managing Director &Whole Time Directors of the Company
During the year Mr. Jai Prakash Sharma was appointed as the Company Secretary andCompliance officer of the Company w.e.f. 19thApril 2019
13. 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. Pursuant to Section 178(3) of the Companies Act 2013 the Nomination andRemuneration Committee constituted by the Board of Directors have laid down the followingpolicies:
a. Criteria for nomination as Director Key Managerial Personnel and Independence of aDirector.
b. Criteria for determining Remuneration of Directors Key Managerial Personnel andSenior Management Other Employees of the Company.
c. Evaluation of performance of the members of the Board Key Managerial Personnel.
Nomination & Remuneration Policy is uploaded on website of the Company i.e.www.mymonteil.com
14. INDEPENDENT DIRECTOR'SDECLARATION
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 Act2013.
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 ("SEBIListingRegulations"). The performance of the board was evaluated by the board afterseeking inputs from all the directors on the basis of the criteria such as the boardcomposition and structure effectiveness of board processes information and functioningetc. It includes circulation of questionnaires to all directors for evaluation of theboard and its Committees board composition and its structure its culture itseffectiveness its functioning information availability etc. These questionnaires alsocover specific criteria and the grounds on which all directors in their individualcapacity will be evaluated. The board and the nomination and remuneration committeereviewed the individual Directors' responses on the questionnaire regarding theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the chairman was also evaluated on the key aspectsof his role. In a separate meeting of independent directors performance ofnon-independent directors performance of the board as a whole and performance of thechairman was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent directors at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.
16. NUMBER OF MEETINGS OF THEBOARD
During the year the Board met Nine (9) times to deliberate on various matters. TheMeetings were held as on 19/04/201927/05/201902/09/2019 12/11/2019 16/11/201902/12/2019 03/02/2020 10/02/2020& 16/03/2020. The maximum interval between any twomeetings did not exceed 120 days.
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. During the periodunder review there was Four (4) meetings of Audit Committee held on 27/05/201902/09/2019 12/11/2019& 03/02/2020. The details of attendance of the Audit Committeemeeting and its composition is asfollows:
18. NOMINATION & REMUNERATION COMMITTEE
As per the provision of Section 178 of the Companies Act 2013 the constitution ofNomination & Remuneration Committee is mentioned herein under. During the period underreview Three (3) meeting was held on 19/04/2019 02/12/2019 & 16/03/2020.
The attendance details of the Nomination & Remuneration Committee meetings are asfollows:
19. STAKEHOLDERS RELATIONSHIPCOMMITTEE
As per the provision of section 178 of the Companies Act 2013 the Company has dulyconstituted the Stakeholders Relationship Committee. During the period under review therewas two (2) meetings of Stakeholders Relationship Committee held on03/04/2019&10/07/2019. The details of attendance of the Stakeholders RelationshipCommittee meeting and its composition is as follows:
20. 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 I".
21. SUBSIDIARIES JOINT VENTURES AND ASSOCIATECOMPANIES
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.
22. VIGIL MECHANISM / WHISTLE BLOWERPOLICY
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.
The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism integrity and ethicalbehavior. The Vigil Mechanism cum Whistle Blower Policy may be accessed on the Company'swebsitewww.mymonteil.com
23. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT2013
The Provision of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 regarding statement of particulars of employees is not applicable on theCompany.
24. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTIONFOREIGNEXCHANGE EARNINGS ANDOUTGO
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 "AnnexureNo. II"
25. INTERNAL FINANCIAL CONTROLSYSTEM
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 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 ControlSystem which ensures that all the assets are safeguarded and protected and thetransactions are authorized recorded and reportedcorrectly. To further strengthen theinternal control process the company has developed the very comprehensive compliancemanagement tool to drill down the responsibility of the compliance from top management toexecutive.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE.
There were no significant order was passed by any regulatory authority or court ortribunal.
27. 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.
28. AUDITORS STATUTORY AUDITOR
Pursuant to the provisions of section 139 of the Act and the rules framed thereafter M/sMittal & Associates Chartered Accountants were appointed as statutory auditorsfrom the conclusion 11thAnnual General Meeting till the conclusion 16thAnnualGeneral Meeting of the Company to be held in year 2023.
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 M/s Pawan Mahur &Associates Practicing Company Secretaries were appointed as Secretarial Auditors for thefinancial year 2019-20. The Secretarial Audit Report for the financial year ended on March31 2020 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.
In terms of Section 138 of the Act and Rules made there under M/s S. C Verma&Associates Chartered Accountants were appointed as Internal Auditors of the Company
29. MANAGEMENT DISCUSSION AND ANALYSISREPORT
As per SEBI Listing Regulations Management Discussion and Analysis are attached whichform part of this report annexed herewith at "Annexure No. IV".
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.
31. CODE OF CONDUCT ANDETHICS
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.
32. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT2013
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 2019-20.
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 i.e. www.mymonteil.com.
34. LISTING WITH STOCKEXCHANGES
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 2019-20.
The Directors thank the Company's employees customers vendors investors and academicinstitutions for their continuous support. The directors also thank the Government ofIndia and concerned government departments / agencies for their co-operation.