Your Directors present before you the 41st Annual Report of your Company on business& operations together with Audited Financial Statements and the Auditor's Report forthe year ending 31st March 2020. OPERATIONS
During the year under review the Company's sale was % 409.58 crores (including exportsof % 54.65 crores) against sales of % 362.18 crores (including exports of 55.38 crores)during the previous year. The production was higher at 47783 M.T. against 44800 M.T.during the previous year. The revenue of the Company was affected in March 2020 due tolockdown declared towards last week of March which was period for higher sales. Revenuein the quarter was adversely affected to some extent due to COVID-19 and consequently theprofitability was affected. Margins were under pressure as raw jute prices remained highduring the financial year. In the year 2020-21 it was expected initially that the rawjute crop will be higher. But due to unfavourable weather conditions after sowing damagesdone due to amphan in West Bengal flood in some jute grown areas caused lower in cropquantity than last year.
|FINANCIAL SUMMARY || ||(Figs in @ in Crores) |
|Total Income ||415.83 ||370.72 |
|Profit before Depreciation Finance Costs Tax and Exceptional Items ||20.32 ||13.42 |
|Finance Costs ||(7.21) ||(5.61) |
|Depreciation and amortization ||(7.07) ||(5.62) |
|Exceptional items ||- ||- |
|Profit before tax ||6.04 ||2.19 |
|Tax expenses ||1.04 ||(0.63) |
|Profit for the Year ||5.00 ||1.56 |
|Other Comprehensive income for the year net of tax ||0.53 ||0.90 |
|Total Comprehensive income for the year ||5.54 ||2.46 |
The Board of Directors have not recommended dividend on equity shares for the financialyear ended 31st March 2020. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION ANDPROTECTION FUND (IEPF)
Pursuant to the provisions of Section 124(5) of the Companies Act 2013 dividend whichremains unpaid or unclaimed for a period of seven years from the date of its transfer tounpaid dividend is required to be transferred by the Company to Investor Education andProtection Fund (IEPF) established by the Central Government under the provisions ofSection 125 of the Companies Act 2013. The amount transferred to IEPF was Rs. 920294/-during the year.
TRANSFER TO RESERVES
The Company has not transferred any amount to General Reserves during the current year.BOARD MEETINGS
The Board of Directors met 4 (Four) times i.e. 03.05.2019 08.08.2019 14.11.2019& 28.01.2020 during this financial year.
The Company has no subsidiary joint venture or associate Companies during theFinancial Year 2019-20. PUBLIC DEPOSIT
Your Company has not accepted any deposits from public in terms of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014. INTERNALFINANCIAL CONTROL
The Board of Directors (Board) has devised systems policies and procedures /frameworks which are currently operational within the Company for ensuring the orderlyand efficient conduct of its business which includes adherence to Company's policiessafeguarding assets of the Company prevention and detection of frauds and errorsaccuracy and completeness of the accounting records and timely preparation of reliablefinancial information. In line with best practices the Audit Committee and the Boardreviews these internal control systems to ensure they remain effective and are achievingtheir intended purpose. Where weaknesses if any are identified as a result of thereviews new procedures are put in place to strengthen controls. These controls are inturn reviewed at regular intervals.
CARE Ratings Limited has assigned long-term rating of CARE A-; Stable (Single A Minus;Outlook: Stable) and short-term rating of CARE A2+ (A Two Plus) to the Company for theworking capital and term loan facilities availed by the Company. DIRECTORS AND KEYMANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Rajya Vardhan Kanoria (DIN: 00003792) Director of theCompany retire by rotation at the conclusion of the forthcoming Annual General Meetingand being eligible offer himself for reappointment. The term of Ms. Nayantara Palchoudhuri(DIN: 00581440) who was appointed as Independent Director of the Company for a period of5 years w.e.f. Ist September 2015 upto the conclusion of 41st Annual General Meeting inthe calendar year 2020 expires at the ensuing 41st Annual General Meeting of the Company.Ms. Nayantara Palchoudhuri has given her consent to act as a Director and also declared tothe Company that she meets the criteria of independence as prescribed under section 149(6)of the Companies Act 2013 & the Listing Regulations. None of the Directors of theCompany are disqualified for being appointed as a Director as specified in Section 164(2)of the Companies Act 2013. Ms. Pratibha Jaiswal was appointed as Company Secretary &Compliance Officer in their Board Meeting held on 3rd May 2019. I. Declaration fromIndependent Directors The Company has received necessary declarations from eachIndependent Director of the Company under Section 149(7) of the Companies Act 2013 thatthey meet the criteria of Independence laid down in Section 149(6) of the Companies Act2013 & Regulation 16(1)(b) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. Il. Nomination and Remuneration Policy The Companyfollows a policy on Nomination and Remuneration of Directors and Senior ManagementEmployees. The Nomination and Remuneration Committee reviews the composition and diversityof the Board keeping in view the requirements of Companies Act 2013 and SEBI (LODR)Regulations 2015 recommends to the Board appointment/re-appointment of eligiblepersonnel including their terms of appointment and remuneration. The Nomination andRemuneration Policy including criteria for determining qualifications positive attributesand independence of a Director has been formulated. The said policy may be referred to onthe Company's website www.ludlowjute.com. The performance of the Board has been evaluatedas per the policy laid down in that regard. Ill. Ratio of Remuneration of each DirectorDetails of Ratio of Remuneration of each Director to the median employee's remuneration isannexed as Annexure - IV forming part of this Report. AUDITORS
(i) Statutory Auditors
M/s. J KV S & Co. formerly known as Jitendra K Agarwal & Associates CharteredAccountants (Firm Registration No. 318086E) had been appointed as Statutory Auditor ofthe Company in their Annual General Meeting held on 4th September 2017 for a term of5years subject to ratification every year. As per the amended provisions of Section 139the appointment for ratification by members at every Annual General Meeting is omitted.Hence no ratification shall be done at the Annual General Meeting.
(ii) Cost Auditors Pursuant to Section 148 of the Companies Act 2013 the Board hason the recommendation of the Audit Committee approved the appointment of M/s SPKAssociates Cost Accountants (Firm Registration No. 000040) Kolkata as the Cost Auditorsfor conducting the audit of the cost records of the Company for the Financial year2020-21 at a remuneration of Rs. 30000/- (Rupees Thirty Thousand Only) plus applicabletaxes and reimbursement of travelling and other incidental expenses to be incurred by themin the course of cost audit.
(iii) Secretarial Auditor Pursuant to Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhad appointed Mr. B N. Khandelwal (ACS-1614) Practising Company Secretary to conductSecretarial Audit of the Company for the fnancial year 2019-20. The Secretarial AuditReport for the fnancial year 2019-20 is provided as an Annexure to this Report in Annexure- Ill. The Report does not contain any qualifcation reservation or adverse remark. FRAUDREPORTING
During the year under review the Auditors have not reported any matter under section143(12) of the Companies Act 2013 therefore no details is required to be disclosed underSection 134(3) of the Companies Act 2013.
The Company has complied with the corporate governance requirements under the CompaniesAct 2013 and as stipulated under the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 a separate section on corporate governance along with acertificate from the statutory auditors of the Company confirming the compliance isannexed as Annexure - V and forms part of this Report. MANAGEMENT DISCUSSION AND ANALYSISREPORT
Management Discussion And Analysis Report is annexed and forms part of this Report.DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed:
(i) That in the preparation of the annual accounts for the financial year ended 31stMarch 2020 the applicable Indian Accounting Standards (Ind AS) had been followed;
(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were responsible and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit/loss of the Company for that period;
(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) That the Directors have prepared the accounts for the financial year ended 31stMarch 2020 on a going concern' basis;
(v) That the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;
(vi) That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively. RISK AND MITIGATING STEPS
The Company has identified various risks faced from different areas. As required underthe SEBI (Listing Obligations & Disclosure Requirements) 2015 the Board has adopteda Risk Management Policy whereby a proper framework is set up. Appropriate structures arepresent so that risks are inherently monitored and controlled. A combination of policiesand procedures attempts to counter risk as and when they evolve. The Company has alsoformed a Risk Management Committee which monitors the risk elements and mitigationprocedures at periodical intervals. The constitution and terms of reference are set out indetails in the Corporate Governance Report. The risks and its mitigating factors arediscussed by the Committee and subsequently placed before the Board. CONSERVATION OFENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 regarding conservation ofenergy technology absorption and foreign exchange earnings and outgo is annexed asAnnexure - forming part of this Report. AUDIT COMMITTEE
The Audit Committee of the Board has been constituted in terms of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 and Section 177 of theCompanies Act 2013. The constitution and other details of the Audit Committee are givenin the Corporate Governance Report. CORPORATE SOCIAL RESPONSIBILITY (CSR) The CorporateSocial Responsibility Committee of the Board has been constituted in compliance with theprovisions of Companies Act 2013 as amended from time to time. The constitution and otherdetails of the Corporate Social Responsibility Committee are given in the CorporateGovernance Report. The said policy may be referred to on the Company's websitewww.ludlowjute.com. The Company wishes to inform the members that it is well aware andtaking care of its social responsibilities and during the year the gross amount spent bythe Company as CSR expenditure is Rs. 24.05 lakhs. In terms of provisions under Section135 of the Companies Act 2013 the CSR expenses to be incurred by the Company during theyear 2019-20 was Rs. 10.46 lakhs. PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS
The Company has not given any loan guarantee or made any investments exceeding sixtyper cent of its paid-up share capital free reserve and securities premium account or onehundred per cent of its free reserves and securities premium account whichever is moreas prescribed in Section 186 of the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGENMENTS WITH RELATED PARTY
A Related Party Policy has been devised by the Board of Directors for determining themateriality of transactions with related parties and dealings with them. The said policymay be referred to at the website of the Company www.ludlowjute.com. The Audit Committeereviews all related party transactions quarterly. Necessary approval of the AuditCommittee and the Board of Directors were taken as and when required. Further the membersmay note that the Company had entered into the following related party transactions atarm's length price:
. Property taken on lease from Kirtivardhan Finvest Services Limited.
. Availing of services like maintenance upkeep allied services and facilitiesamenities etc. from Belvedere Gardens Limited.
. Intercorporate loan from R V Investment & Dealers Limited. VIGIL MECHANISM /WHISTLE BLOWER POLICY
A Vigil Mechanism/Whistle Blower Policy has been formulated by the Company for itsDirectors and Employees. The policy allows intimation by affected persons in good faith ofany concern or misconduct through a written communication. The Audit Committee overseesthe Vigil Mechanism for disposal of the complaints. The said policy may be referred to onthe Company's website www. ludlowjute.com. PARTICULARS OF EMPLOYEES
No employee of the Company was in receipt of remuneration exceeding the limit asprescribed under Section 134 of the Companies Act 2013. SIGNIFICANT AND MATERIAL ORDERSBY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE COMPANY'S GOING CONCERN STATUS &OPERATIONS IN FUTURE
During the period under review no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in the future. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by The Institute of CompanySecretaries of India. ENVIRONMENT AND SAFETY
Pioneering green business practices is the buzzword today. Your Company firmly believesin environment protection and conservation of natural resources to the extent possible. Wehave taken initiatives to produce eco-friendly products while complying with environmentand pollution standards. Safety in all aspects of manufacturing is given full attentionby the Company. The Company has also obtained certification under ISO 14001:2004 for itsEnvironmental Management Systems. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company's policy on prevention of sexual harassment of women provides for theprotection of women employees at the workplace and for prevention and redressal of suchcomplaints. There were no complaints pending for the redressal at the beginning of theyear and no complaints received during the financial year. EXTRACT OF THE ANNUAL RETURN
As required pursuant to Section 92(3) of the Companies Act 2013 the extract of theAnnual Return for the year ended 31st March 2020 forms part of this report as Annexure -II. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS
The Company's human resources development is founded on a strong set of values. Thepolicies seek to instil spirit of trust transparency and dignity among all employees.The Company continues to provide ongoing training to its employees at different levels.Industrial relations with employees and workers across all locations of the Companycontinued to be cordial during the year. APPRECIATION
Your Directors take this opportunity to express their grateful appreciation for theco-operation and guidance received from the Regulators Central & State Govts.Bankers as well as the Shareholders during the year. Your Directors also wish to place onrecord their appreciation for the devoted and dedicated service rendered by all theemployees of the Company.
|For and on behalf of the Board ||For and on behalf of the Board |
|Rajya Vardhan Kanoria ||Tonmoy Bera |
|Chairman ||Managing Director |
|DIN: 00003792 ||DIN: 08342972 |
Date: 15th June 2020 Place: Kolkata