Lorenzini Apparels Limited
Your Directors have pleasure in presenting the Twelfth Annual Report on the business and operations of the Company along with Audited Financial Statements for the financial year 2018-19.
|1. FINANCIAL RESULTS:|
|Figure in INR|
|Particular||As on 31st March 2019||As on 31st March 2018|
|Profit Before Tax||6999693.00||5783853.00|
|Less: Income Tax Current Year||(1819920.00)||(1489342.00)|
|Less: Deferred Tax||(1176945.00)||(59761.00)|
|Profit/(Loss) after tax||6356718.00||4354272.00|
2. RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS
The revenue from operations was increased during the current financial year 2018-2019. The revenue generated from operations amounted to INR 270532800/- in F.Y. 2018-19 as compared to F.Y. 2017-18 in which revenue generated was amounted to INR 238202652/-. The Company has performed modestly in present year despite challenging economic conditions. Nevertheless your Directors are optimistic about the future and expect the business to perform well for the forthcoming year. 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 Financial Year.
4. SHARE CAPITAL
The Authorized Share Capital of the Company is INR 102000000/- divided into 10200000 Equity Shares of INR 10/- each. On March 31 2019 the paid-up capital stood at 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 on March 31 2019. Since the Board have considered it financially prudent in the long-terms interest of the company to re-invest the profits into the business of the company to build a 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 Reserve of 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 was no dividend declared and paid last year.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments were recorded during the financial year which materially affects the financial position of the Company till the date of this report.
The company has not accepted any deposits from the public and as such no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the FY 2018-19.
10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT 2013 The particulars of loans guarantees and investments have been disclosed in the financial statements which also form part of this report.
11. CORPORATE SOCIAL RESPONSIBILITY
The company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of section 135(1) of the Companies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules 2014 since the aforesaid provisions are not applicable.
12. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3) of the Companies Act 2013 read with Rule 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 orderly and efficient conduct of business including adherence to the company's policies safeguarding of its assets prevention and detection of frauds and errors accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company has a well-placed proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and the transactions are authorized recorded and reported correctly. To further strengthen the internal control process the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.
14. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNAL
|Name of Director||DIN||Effective Date||Nature of Change|
|1. Mr. Jaiprakash Sharma- Company||NA||19/04/2019||Appointment|
*Ms.Archana Thakur - Company Secretary & KMP resigned on 18.04.2019.
15. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company has in place a Nomination & Remuneration Committee in accordance with the requirements of the Companies Act 2013 read with the rules made there under and Regulation 19 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015. The Committee has formulated a policy on Director's appointment and remuneration including recommendation of remuneration of the key managerial personnel and other employees composition and the criteria for determining qualifications positive attributes and independence of a Director. The Nomination and Remuneration committee comprises of Mr. Mohinder Rustagi (Chairman) Mr. Pardeep Singh (Member) and Mr. Rajit Sehgal (Member).
During the year there was one meeting held on 19/04/2019 for the appointment of Company Secretary. The details of attendance of the Nomination and Remuneration Committee meeting and its composition is as follows:
|Name of the Director||DIN||Position||No. of Meeting Attended|
|1 Mr. Mohinder Rustagi||07762470||Non-Executive Independent Director||01|
|2 Mr. Rajit Sehgal||05281112||Non-Executive Director||01|
|3 Mr. Pardeep Singh||03065797||Non-Executive Independent Director||01|
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 under Section 149(7) of the Companies Act 2013 confirming that he / she meets the criteria of independence 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 performance board Committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI Listing Regulations).
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure effectiveness of board processes information and functioning etc.
It includes circulation of questionnaires to all directors for evaluation of the board and its Committees board composition and its structure its culture its effectiveness its functioning information availability etc. These questionnaires also cover specific criteria and the grounds on which all directors in their individual capacity will be evaluated.
The board and the nomination and remuneration committee reviewed the individual Directors' responses on the questionnaire regarding the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc. In addition the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors performance of non-independent directors performance of the board as a whole and performance of the chairman was evaluated taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors at which the performance of the board its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board excluding the independent director being evaluated.
18. NUMBER OF MEETINGS OF THE BOARD
During the year the Board met 10 (Ten) times to deliberate on various matters. The Meetings were held as on 23/04/201817/05/2018 28/05/201814/06/201816/07/2018 08/09/2018 14/09/2018 14/11/201810/12/2018 & 14/02/2019.The maximum interval between any two meetings did not exceed 120 days.
|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 Mr. Sandeep Jain||10||10|
|2 Mrs. Deepika Jain||10||10|
|3 Mr. Pardeep Singh||10||10|
|4 Mr. Rajit Sehgal||10||10|
|5. Mr. Mohinder Rustagi||10||10|
19. AUDIT COMMITTEE
As per the provision of section 177 of the Companies Act 2013 the constitution of Audit Committee is to monitor and provide effective supervision of the management's financial reporting process to ensure accurate and timely disclosures with the highest level of transparency integrity and quality of Financial Reporting. During the period under review there was Five (5) meetings of Audit Committee held on 17/05/2018 28/05/2018 16/07/2018 14/11/2018 & 14/02/2019. The details of attendance of the Audit Committee meeting and its composition is as follows:
|Name of the Director||DIN||Position||No. of Meeting Attended|
|1 Mr. Mohinder Rustagi||07762470||Non-Executive Independent Director||05|
|2 Mr. Sandeep Jain||02365790||Managing Director||05|
|3 Mr. Pardeep Singh||03065797||Non-Executive Independent Director||05|
20. STAKEHOLDERS RELATIONSHIP COMMITTEE
As per the provision of section 178 of the Companies Act 2013 the Company has duly constituted the Stakeholders Relationship Committee. During the period under review there was Five (5) meetings of Audit Committee held on 17/05/2018 28/05/2018 16/07/2018 14/11/2018 & 14/02/2019. The details of attendance of the Stakeholders Relationship Committee meeting and its composition is as follows:
|Name of the Director||DIN||Position||No. of Meeting Attended|
|1 Mr. Mohinder Rustagi||07762470||Non-xecutive Independent Director||01|
|2 Mr. Sandeep Jain||02365790||Managing Director||01|
|3 Mrs. Deepika Jain||02365797||Whole Time Director & CFO||01|
21. INDEPENDENT DIRECTORS
As per the provisions of the Companies Act 2013 read with Schedule IV following are the Independent Directors of the Company.
|Name of member||DIN||Position|
|1. Mr. Mohinder Rustagi||07762470||Non- Executive Independent Director|
|2. Mr. Pradeep Singh||03065859||Non-Executive Independent Director|
During the year under review one (1) meeting was held of Independent Directors.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act 2013 read with Rule 8(2) of Companies (Accounts) Rules 2014 in prescribed Form AOC-2 is annexed herewith at Annexure II.
23. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The company does not have any Subsidiary Joint Venture or Associate Company; hence provisions of section 129(3) of the Companies Act 2013 relating to preparation of consolidated financial statements are not applicable.
24. VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the provisions of Companies Act 2013 every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act 2013 a vigil mechanism/ whistle blower policy for directors and employees to report genuine concerns has been established and approved by Board.
25. 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 the Company.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
There were no significant order was passed by any regulatory authority or court or tribunal.
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 the best of their knowledge and ability confirm that: -
(a) in the preparation of the annual accounts the applicable accounting standards have been followed;
(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(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 the company and that such internal financial controls are adequate and were operating effectively
(f) the directors have devised proper system to ensure compliance with the provisions of 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/s Mittal & Associates Chartered Accountants were appointed as statutory auditors from the conclusion 11thAnnual General Meeting till the conclusion 16thAnnual General Meeting of the Company held in year 2023.
The notes on accounts referred to in the auditors' report are self-explanatory and therefore don't call for any further comments by the Board of directors.
There are no qualifications or adverse remarks in the Auditors' Report which require any clarification or explanation.
In terms of Section 204 of the Act and Rules made there under M/s Vikas Verma & Associates Practicing Company Secretaries were appointed as Secretarial Auditors for the financial year 2018-19. The Secretarial Audit Report for the financial year ended on March 31 2019 is annexed herewith marked as Annexure-III to this Report.
There are no qualifications or adverse remarks in the Secretarial Auditors' Report which require any clarification or explanation.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per SEBI Listing Regulations Management Discussion and Analysis are attached which form part of this report annexed herewith at Annexure No. IV.
31. RISK MANAGEMENT
During the year the board had developed and implemented an appropriate risk management policy for identifying the element of risk which in the opinion of the Board may threaten the existence of the company and safeguarding the company against those risks.
32. CODE OF CONDUCT AND ETHICS
The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the company's business ethically and with responsibility integrity fairness transparency and honesty. The Code sets out a broad policy for one's conduct in dealing with the Company fellow directors and with the environment in which the Company operates.
33. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION & REDRESSAL) ACT 2013
Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and confidentiality of information. No complaints of sexual harassment were raised in the financial year 2018-19.
34. ANNUAL RETURN
As per the provisions of section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014 an Annual Return in Form MGT -9 is available at the website of the Company i.e. www.mymonteil.com.which form part of this report annexed herewith at Annexure No. V.
35. LISTING WITH STOCK EXCHANGES
At present the equity shares of the Company are listed on the BSE SME Platform of Bombay Stock Exchange. The Company confirmed that it has paid Annual Listing Fees to the Bombay Stock Exchange for the year 2018-19.
The Directors thank the Company's employees customers vendors investors and academic institutions 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|
|Sandeep Jain||Deepika Jain|
|Date: 02/09/2019||Managing Director||Whole Time Director|