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Lux Industries Ltd.

BSE: 539542 Sector: Industrials
NSE: LUXIND ISIN Code: INE150G01020
BSE 16:01 | 23 May 2173.00 21.05
(0.98%)
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2185.20

HIGH

2220.00

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2159.40

NSE 15:57 | 23 May 2174.25 22.85
(1.06%)
OPEN

2165.20

HIGH

2218.00

LOW

2155.05

OPEN 2185.20
PREVIOUS CLOSE 2151.95
VOLUME 3841
52-Week high 4641.50
52-Week low 2008.00
P/E 18.09
Mkt Cap.(Rs cr) 6,530
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2185.20
CLOSE 2151.95
VOLUME 3841
52-Week high 4641.50
52-Week low 2008.00
P/E 18.09
Mkt Cap.(Rs cr) 6,530
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Lux Industries Ltd. (LUXIND) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 26th Annual Report and theAudited Statement of Accounts for the financial year ended March 31 2021.

1. Financial Highlights

(Rs in crores)

Particulars Standalone Consolidated
March 31 2021 March 31 2020* March 31 2021 March 31 2020*
Revenue from Operations (Gross) 1938.42 1664.36 1952.52 1667.80
Other Income 12.34 6.83 12.34 6.38
Total Revenue 1950.76 1671.19 1964.86 1674.18
Profit Before Tax 366.09 242.58 362.11 239.05
Tax Expense (Including Deferred Tax) 92.72 61.84 92.73 61.80
Profit after Tax 273.37 180.74 269.38 177.25

*As part of reorganization the Board of Directors of Lux IndustriesLimited (the Company) J. M. Hosiery & Co. Limited (JMHL) and Ebell Fashions PrivateLimited (Ebell) have in their respective board meetings held on June 26 2018 approved theproposal for the amalgamation of JMHL & Ebell with the Company subject to all thenecessary statutory/regulatory approvals. Hon'ble NCLT Kolkata bench vide its order datedMarch 25 2021 has sanctioned the Scheme with Appointed Date April 1 2020. The Schemebecame effective from May 1 2021 on completion of necessary formalities. Pursuant to theScheme 4818681 equity shares were allotted by the Company on May 8 2021 to theshareholders of the JMHL & Ebell. The merger has been accounted under the‘pooling of interests' method in accordance with Appendix C of Ind AS 103‘Business Combinations' and comparatives have been restated for merger from thebeginning of the preceding year i.e. April 1 2019.

2. Operating & Financial Performance

The financial year 2020-21 has been the most volatile and challengingyear. Covid-19 changed almost all the aspect of human lives in ways never imagined. Theeconomic toll from the pandemic was unprecedented. Operational challenges mounted due torestricted movement and disrupted supply lines. As the Covid-19 cases continued to riseexponentially the economy declined sharply. The Union Budget 2021 focused on regainingthe growth momentum in the economy through several measures including keeping tax ratesstable and enhancing investments in infrastructure.

The business performance in the financial year 202122 is expected to bebetter with continued favorable progress on vaccination rollout. Further the lockdownrestrictions are likely to be more targeted and regionally focused compared to thenational lockdown implemented last year and companies are better prepared to followprotocols respond to restrictions and minimize loss of operations. The Company hasdelivered a credible performance inspite of COVID-19 lockdown during the financial year.The Company has been growing continuously as targeted and working towards all thefinancial parameters including working capital requirements which has been substantiallyreduced and as a result now the company is net debt free. Amidst this challenging timethe Company has displayed resilience and shown strong performance. The Company delivereddouble-digit growth in bottom line while maintaining steady top line growth.

The company has posted robust performance for the year ended March 312021 despite Covid-19 Pandemic induced challenges. Also with the completion of merger wehave reported the merged financials for Financial Year 2020-21 as well as Financial Year2019-20. The revenues grew by 17.36% to Rs 1964.86 crores. The EBITDA and PAT were at Rs392.69 crores and Rs 269.38 crores respectively registering a stellar growth of 42.67%and 51.98% respectively. The EBITDA margins have seen a significant improvement by 355basis points to 19.99% majorly on account of an increased share of value-added productsand overall

cost efficiency measures including reduction in advertisementexpenditure. We have also seen a healthy improvement in PAT Margins by 312 basis points to13.71%.

During the year under review the plants of the Company were closed inthe month of April 2020 and resumed its operations from May 2020 and gradually restoredto normal level. All the plants are adhering to all requisite norms of social distancinghealth and safety measures to control the spread of Covid-19 pandemic. The Company has itsmanufacturing capacities at West Bengal Tamil Nadu Punjab and U.P. The Company has itssales offices almost all over the country.

There is no change in the nature of the business of the Company.

3. Composite Scheme of Arrangement

The Board of Directors in their meeting held on June 26 2018 hadapproved the Scheme of Amalgamation of J. M. Hosiery & Co Limited (JMHL) and EbellFashions Private Limited (Ebell) with Lux Industries under Section 230 to 232 of theCompanies Act 2013 (the ‘Scheme"). During the year under review the Hon'bleNCLT Kolkata Bench has sanctioned the Scheme vide its order dated March 25 2021 with theAppointed Date April 1 2020. The Scheme became effective from May 1 2021. Pursuant tothe Scheme 4818681 equity shares were allotted by the Company to the shareholders of theJMHL & Ebell on May 8 2021.

4. Performance of Subsidiary Company Artimas Fashions Private Limited

During the year under review Artimas Fashions Private Limited hascaptured good market segment under the brand name of One8- Brand of Indian Cricket Team'sCaptain Virat Kohli. The Company has recorded growth of 167.24% in Revenue fromOperations. The Total Income for the current financial year was Rs 16.18 crores ascompared to Rs 6.07 crores in the previous financial year.

5. Dividend

Over the years Lux has consistently followed a policy of paying highdividend keeping in mind the cash-generating capacities the expected capital needs ofbusiness and strategic considerations. Considering the current pandemic situation the

Board of Directors of the Company has decided to reserve the cash andpostponed the decision to declare any dividend for the financial year ended March 312021.

Previous financial year the Company has declared total dividend of Rs12.50 per share.

The Dividend Distribution Policy of the Company annexed as Annexure- ‘A'

6. Capex and Liquidity

During the financial year 2020-21 the Company has approved agreenfield expansion plan of Rs 110 crores. The expansion will be completed over next12-18 months. The Company expects to maintain net cash status positive even afterincurring the Capex backed by strong operating cash flow and focus on working capitalreduction. The new Capex of Rs 110 crores will have an asset turnover of around 4 times.

7. Material Changes and Commitments

No material changes and commitments have occurred from the date ofclose of the financial year till the date of this report which affects the financialposition of the company.

8. Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared inaccordance with the relevant Indian Accounting Standards issued by the Institute ofChartered Accountants of India and forms an integral part of this report.

Pursuant to section 129(3) of the Companies Act 2013 read with Rule 5of the Companies (Accounts) Rules 2014 a statement containing salient features of thefinancial statements of Subsidiaries is given in Form AOC-1 and annexed as Annexure-‘K'.

9. Share Capital

Pursuant to the Scheme of Amalgamation as sanctioned by Hon'ble NCLTKolkata vide its order dated March 25 2021 with Appointed date being April 01 20204818681 equity shares were allotted by the Company on May 8 2021 to the shareholders ofthe J.M. Hosiery & Co Limited and Ebell Fashions Private Limited.

The new shares issued pursuant to Scheme are ranking pari-passu withthe existing equity shares of the company.

10. Transfer to Reserves

The Company has not transferred any amount to the General Reserveduring the financial year under review.

11. Transfer to Investor Education and Protection Fund

During the financial year under review the Company has transferredunpaid/unclaimed dividend amounting to Rs 34808/- for Financial Year 201213 to theInvestor Education and Protection Fund (IEPF) of the Central Government of India.

Dividend which remains unclaimed which was declared for the year endedMarch 31 2014 at the Annual General Meeting held on September 26 2014 will betransferred to the Investor Education and Protection Fund (IEPF) of the Central Governmentby November 2021 pursuant to the provisions of the section 124 and 125 of the CompaniesAct 2013. Thereafter no claim shall lie on the Company for these unclaimed dividends.Shareholders will have to make their claim with the IEPF Authority following theappropriate rules in this regard. Equity Shares corresponding to the dividend unclaimedfor seven consecutive years will also be transferred to the Demat account of the IEPFAuthority. Individual notices and necessary newspaper publication will be made in thisregard.

1000 Equity shares in respect of 1 folio corresponding to the dividendfor the year ended on March 31 2013 which remained unclaimed for seven consecutive yearswere transferred to the IEPF Authority in compliance with Section 124 of the CompaniesAct 2013 read with rule 6 of the Investor Education and Protection Fund (AccountingAudit Transfer and Refund) Rules 2017. Necessary individual notices to concernedshareholders were served and advertisements in newspapers were published by the Company inthis regard.

Equity Shares corresponding to the dividend declared for the year endedon March 31 2014 and remaining unclaimed for seven consecutive years will also betransferred to the IEPF if the dividend is not encashed within October 31 2021.Individual notices will be sent to the concerned Shareholders and advertisements will bepublished in the newspapers in this regard. The advertisement will also be made availableon the website of the Company.

List of shareholders whose dividend remained unclaimed till date ofensuing AGM will be uploaded on the website of the company www.luxinnerwear.com underheading Investors Section. Shareholders are requested to check their unpaid dividend fromthe list and contact the Registrar & Share Transfer Agent or Company Secretary toencash these unpaid dividends.

12. Fixed Deposits

The Company has not accepted any deposits from the public in terms ofSection 73 of the Companies Act 2013 and rules made there under during the year underreview.

13. Particulars of Loans Guarantees or Investments

Particulars of loans given investments made guarantees given andsecurities provided along with the purpose for which the loan or guarantee or securityprovided is proposed to be utilised by the recipient are provided in the StandaloneFinancial Statements. (Refer Note 38 to the Standalone Financial Statements).

14. Internal Control System and their adequacy

The Company has adequate internal control procedures commensurate withits size and the nature of its business for the purchase of inventories fixed assets andwith regard to the sale of goods and services. Details in respect of adequacy of internalfinancial controls with reference to the Financial Statements are stated in ManagementDiscussion and Analysis which forms part of this Report.

15. Corporate Social Responsibility Initiatives

Pursuant to section 135 of the Companies Act 2013 read with rules madethere under the directors have constituted a Corporate Social Responsibility Committee.The Company works primarily towards supporting projects in the areas of healthcare. TheCompany has also contributed funds for the schemes relating to eradicating hunger andpoverty promoting education animal and social welfare ensuring environmentalsustainability making available safe drinking water and medical aid. Contributions inthis regard have been made to the registered trusts and / or section 8 companies which areundertaking such schemes.

During the year under review the Company has spent an amount of Rs5.06 Crores against the prescribed amount of Rs 4.84 Crores.

The CSR Policy may be accessed on the Company's website at the link:

https://luxs.s3.amazonaws.com/uploadpdf/ upload +pdf/Cgovernance/policies_03.pdf

The Annual Report on CSR activities is annexed herewith as Annexure‘B'

16. Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations AndDisclosures Requirements) Regulations 2015 Management Discussion and Analysis Report isannexed as Annexure ‘C' forming part of this report.

17. Corporate Governance

The Company is committed to maintain good Corporate Governancepractices. Pursuant to Regulation 34(3) read with Part C of Schedule V of SEBI (ListingObligations And Disclosures Requirements) Regulations 2015 a separate section onCorporate Governance together with a certificate from the Company's Auditor confirmingcompliance is set out in Annexure ‘D' and Annexure ‘F' formingpart of this report. Further a declaration on the Code of Conduct is given in Annexure‘E'.

18. CEO and CFO Certification

As required under Part E of Schedule V of SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 the CEO and CFO certification on the accountsof the Company as given by Mr. Pradip Kumar Todi Managing Director and Mr. Saurabh KumarBhudolia Chief Financial Officer is set out in Annexure ‘E' forming partof this report.

19. Directors & Key Managerial Personnel Retirement by Rotation

Mr. Ashok Kumar Todi Chairman (DIN: 00053599) retires by rotationand being eligible offers himself for re-appointment. The Directors recommend hisre-appointment.

During the year under review Mr. Ajay Kumar Patodia resigned from theposition of Chief Financial Officer of the Company with effect from closing of businesshours on February 12 2021 due to personal reasons and subsequently Mr. Saurabh KumarBhudolia have been appointed as Chief Financial Officer of the Company w.e.f. February 132021.

Mr. Navin Kumar Todi Mr. Rahul Kumar Todi Mr. Saket Todi & Mr.Udit Todi have been appointed as Executive Directors of the Company by the Board ofDirectors in their meeting held on May 25 2021 subject to the approval of theshareholders in the ensuing General Meeting of the Company.

Mrs. Ratnabali Kakkar & Mr. Rajnish Rikhy have been appointed asNon-Executive Independent Directors of the Company by the Board of Directors in theirmeeting held on May 25 2021 subject to the approval of the shareholders in the ensuingGeneral Meeting of the Company.

Brief resume / details of above-mentioned Directors are furnished inthe annexure to the notice of the ensuing Annual General Meeting as required under theCode of Corporate Governance.

The following person have been designated as KMP of the Company incompliance with the provision of section 203 of the Companies Act 2013.

Sl. No. Name of the KMP Designation
1. Mr. Ashok Kumar Todi Whole-time Director Chairman
2. Mr. Pradip Kumar Todi Managing Director
3. Mr. Saurabh Kumar Bhudolia Chief Financial Officer
4. Mrs. Smita Mishra Company Secretary & Compliance Officer

Declarations from Independent Directors

All Independent Directors have given declarations under section 149(7)declaring that they meet the criteria of independence as laid down under section 149(6) ofthe Companies Act 2013.

Familiarisation Program

At the time of appointing a Director a formal letter of appointment isgiven to him / her which inter alia explains the role function duties andresponsibilities expected of him/her as a Director of the Company. The format of theletter of appointment is available on the website athttps://luxs.s3.amazonaws.com/uploadpdf/upload+pdf/Cgovernance/id_02.pdf. The Director isalso explained in detail the various compliances required from him/her as a director undervarious provision of Companies Act 2013 and such other rules and regulations.

The Directors are also updated about the financials of the company andnew product launches. They are also provided with the booklets relating to the

business and operations of the company. They are updated on the changesin relevant corporate laws relating to their roles and responsibilities as Directors fromtime to time.

During the financial year under review the Company organizedfamiliarization programs for the Directors in accordance with the requirements of ListingRegulations. The Directors were also provided with relevant documents reports andinternal policies to enable them to familiarize with the Company's procedures andpractices from time to time besides regular briefing by the senior members of theleadership team.

The details of such familiarization programs for Independent Directorsmay be accessed on the company's website:-

https://luxs.s3.amazonaws.com/uploadpdf/upload+pdf/Cgovernance/id_01.pdf

Board Evaluation

Pursuant to the provisions of section 178 of Companies Act 2013 andRegulation 17 19 & 20 of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 the Board has carried out an evaluation of its own performance theperformance of individual directors as well as the working of its Audit Nomination &Remuneration Committees. The manner in which the evaluation has been carried out has beenexplained in Nomination & Remuneration Policy in the Corporate Governance Report.Further the Independent Directors of the Company met once during the year on February 122021 to review the performance of the Executive Directors Chairman of the Company andperformance of the Board as a whole. Details of separate meeting of Independent Directorare given in the Corporate Governance Report.

Remuneration Policy

The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Remuneration Policy is stated in the CorporateGovernance Report. And also has been posted on the Company's website:-

https://luxs.s3.amazonaws.com/uploadpdf/upload+pdf/Cgovernance/policies_07.pdf

Meetings

Minimum four meetings which are scheduled in advance are held annually.A calendar of meetings

is prepared and circulated in advance to all the Directors. Anyadditional meeting if any is convened by giving appropriate notice in order to meet therequirements.

During the year five Board Meetings and six Audit Committee Meetingswere convened and held. Details are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and such other rules and regulations.

20. Directors' Responsibility Statement

Pursuant to the requirement under section 134 clause (c) of sub section(3) of the Companies Act 2013 the directors confirm:

a. that in the preparation of the annual accounts for the year endedMarch 31 2021 the applicable accounting standards have been followed along with properexplanation relating to material departure if any;

b. that such accounting policies as mentioned in the notes to annualaccounts have been selected and applied consistently and judgments and estimates have beenmade that were reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company as at March 31 2021 and of the profit of the Company for the yearended on that date;

c. that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;

d. that the annual accounts of the Company have been prepared on a‘going concern basis;

e. that proper internal financial controls are in place and that thefinancial controls are operating effectively;

f. that proper systems to ensure compliance with the provisions of allapplicable laws are in place and that such systems were adequate and operatingeffectively.

21. Related Party Transactions

All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course of the business.There are no materially significant related party transactions made by the company withthe Promoters Key Managerial Personnel or other designated persons which may havepotential conflict with interest of the company at large. All the related partytransactions are reviewed by the Audit Committee. The prescribed Form AOC-2 is notapplicable to the Company. A policy on related party transactions and dealing with relatedparties as approved by the Board has been posted on the company's website

https://luxs.s3.amazonaws.com/uploadpdf/upload+pdf/Cgovernance/policies_09.pdf

Further as required under Part A of Schedule V of SEBI (ListingObligations and Disclosure Requirements) (Amendment) Regulations 2018 following promotersare holding more than 10% of shareholding as on March 31 2021 with whom transactions werecarried out by the Company.

1. Mr. Ashok Kumar Todi

2. Mr. Pradip Kumar Todi

3. Mrs. Prabha Devi Todi

4. Mrs. Bimla Devi Todi

5. Mrs. Shobha Devi Todi

Disclosure of transaction with above-mentioned promoters is given innote no. 33 to the financial statements.

22. Subsidiaries Associate and Joint Ventures Companies

The Company has one subsidiary Artimas Fashions Private Limited(unlisted private limited company). Further the Company does not have any associate andthere were no joint ventures entered into by the company.

24. Vigil Mechanism

The Company has a vigil mechanism contained in the Whistle BlowerPolicy in terms of section 177 of the Companies Act 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 to deal withinstances of fraud and mismanagement if any. The purpose of this policy is to provide aframework to promote responsible and secure whistle blowing. The Whistle Blower Policyalso provides employees to report instances of leak of unpublished price sensitiveinformation as required under sub regulation 6 of Regulation 9A of SEBI (Prohibition ofInsider Trading) Regulations 2015. (‘the PIT Regulations") It protectsemployees wishing to raise a concern about serious irregularities within the Company.

A quarterly report with number of complaints if any received underthe Policy and their outcome is placed before the Audit Committee and the Board. Thepolicy on vigil mechanism may be accessed on the company's website:-

https://luxs.s3.amazonaws.com/uploadpdf/upload+pdf/Cgovernance/policies_l0.pdf

25. Auditor's Report / Secretarial Audit Report

The observation made in the Auditors' Report read together withrelevant notes thereon are selfexplanatory and hence do not call for any further commentsunder Section 134 of the Companies Act 2013.

As required under section 204 (1) of the Companies Act 2013 and TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr. Mohan Ram Goenka of M/s MR & Associates Practicing CompanySecretaries to undertake the Secretarial Audit of the Company. The Secretarial Auditor'sReport is annexed herewith as Annexure ‘H'.

26. Auditors

In the 22nd Annual General Meeting of the Company held on September 212017 M/s S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP (Firm Registration Number:306033E/E300272) were appointed as Statutory Auditors of the Company for a period of fiveyears from the conclusion of the 22nd AGM until the conclusion of the 27th AGM of theCompany to be held in the year 2022. The Audit Committee and the Board recommend thecontinuity of M/s S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP (Firm Registration Number:306033E/E300272) as Statutory Auditors for the Financial Year 2021-22.

M/s S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP (Firm RegistrationNumber: 306033E/E300272) Statutory Auditors of the Company have submitted theirIndependent Auditor's report on the Financial Statements of the Company for the year endedon March 31 2021.

27. Insider Trading Code

In compliance with the Securities and Exchange Board of India the PITRegulations on prevention of insider trading the Company had instituted a comprehensiveCode of Conduct for regulating monitoring and reporting of trading by Insiders. The saidCode lays down guidelines which advise Insiders on the procedures to be followed anddisclosures to be made in dealing with the shares of

the Company and cautions them on consequences of non-compliances.During the year under review this Code was amended by the Company in its Board Meetingheld on November 10 2020 & March 23 2021 to make it in line with recent circularissued by SEBI vide circular no. SEBI/HO/ ISD/ISD/CIR/P/2 dated July 23 2020 and SEBI/HO/ISD/ISD/CIR/P/2021/19 dated 09.02.2021 under the PIT Regulations in relation toReporting to Stock Exchanges regarding violations under Securities and Exchange Board ofIndia "the PIT Regulation" Regulations 2015 relating to the code of conduct andchange in format for disclosure under Regulation 7. Except this there were no otherchanges made in the Code by the Company. The Company has further put in place a Code ofpractices and procedures of fair disclosures of unpublished price sensitive information.During the year under review no change in this Code was made by the Company. Both theaforesaid Codes are in line with the PIT Regulations. The code may be accessed on theCompany's website.

http://s3.amazonaws.com/luxs/ckeditors/pictures/98/original/Insider_trading_code.pdf

28. Ratings

During Financial Year under review Acuite Research & RatingsLimited (previously known as SMERA Ratings Limited) has revised and reaffirmed thefollowing ratings given to the Company:-

(H in Crores)

Ratings Amount Category Remarks
ACUITE AA+ 374.18 Long-Term Bank Facilities Revised
ACUITE A1+ 1.50 Short Term Instruments Reaffirmed
ACUITE A1+ 50.00 Commercial Paper Withdrawn

29. Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act theAnnual Return as on March 31 2021 is available on the Company's website athttp://s3.amazonaws.com/luxs/ckeditors/pictures/140/ original/Annual_Return_31.03.2021.pdf

30. Business Responsibility Report

The Company was ranked 374 by National Stock Exchange out of 500 toplisted companies in India based on market capitalization as on March 31 2020. Accordinglyin compliance with regulation 34(2)(f) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

Business Responsibility Report has been prepared and forms part of theAnnual Report as Annexure ‘I'. The Report provides a detailed overview ofinitiatives taken by the Company from environmental social and governance perspectives.

31. Business Risk Management

The Board of the company realizes that risk evaluation and riskmitigation is its vital responsibility. Pursuant to section 134 (3) (n) of the CompaniesAct 2013 & Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 the Company has constituted a Risk Management Committee. The details ofthe committee and its terms of reference are set out in the Corporate Governance Reportforming part of the Board's Report. Identifying critical risks and their mitigation invarious departments of the Company is an ongoing process. The Company has not identifiedany material element of risk which may threaten the existence of the Company.

32. Industrial Relation

During the year under review the industrial relations remained cordialand stable. The directors wish to place on record their appreciation for the excellentcooperation received from the employees at all levels.

33. Particulars of Employees

As on March 31 2021 total number of employees on the records of theCompany was 2382 as against 2199 in the previous financial year.

Disclosure required in respect of employees of the Company in terms ofprovisions of Section 197 (12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedherewith as Annexure- ‘J' and forms part of Directors' Report. In termsof first proviso to Section 136(1) of the Companies Act 2013 the Directors' Report isbeing sent excluding the information on employees' particulars mentioned in Section197(12) of the Companies Act 2013 and Rule 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 which is available for inspection bythe Members at the Registered Office of the Company during business hours on all workingdays except Sundays and National Holidays up to the date of the 26th AGM. If any Memberis interested in inspecting the same such Member may write to the Company Secretary inadvance on investors@luxinnerwear.com.

Particulars of Employees as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014-

I. Details of Employees employed throughout the financial year who werein receipt of the remuneration for that year which in aggregate was not less than Rs1.02 Crore are: 6

II. Employees employed for a part of the financial year and who were inreceipt of the remuneration during for that financial year at a rate not less than Rs850000 per month: Nil

III. Employees employed throughout the financial year or part thereofwas in receipt of remuneration in that year which in the aggregate or as the case maybe at a rate which in the aggregate is in excess of that drawn by the managing directoror whole-time director or manager and holds by himself or along with his spouse anddependent children not less than two percent of the equity shares of the Company: None

Directors place on record their appreciation for the significantcontribution made by all employees who through their competence dedication hard workco-operation and support have enabled the

Company to cross new milestones on a continual basis.

34. Prevention of Sexual Harassment at workplace

The company is committed to provide a work environment which ensuresthat every employee is treated with dignity respect and equality. There is zero tolerancetowards sexual harassment. Any act of sexual harassment invites serious disciplinaryaction. The company has established policy against Sexual Harassment for its employees.The Company had also constituted a Prevention of Sexual Harassment Committee. The policyallows any employee to freely report any such act and prompt action will be taken thereon.Further details of complaints filed disposed and pending during the financial year isprovided in the Corporate Governance report of this Annual Report.

35. Board Policies

The Company has not approved any new policy during the year howeversome existing policies were amended and revised by the Board as required under CompaniesAct 2013 and SEBI (Listing Obligations and Disclosures Requirements) (Amendment)Regulations 2018. The policies are reviewed periodically by the Board and updated asneeded.

During the year the Board revised and adopted following policies:

Name of the Policy Summary of Key Changes Web link
Corporate Social Responsibility Policy The Corporate Social Responsibility Policy was amended in line with SEBI(LODR) Regulations 2015 and the Companies Act 2013 as amended from time to time. https://luxs.s3.amazonaws.com/ uploadpdf/upload + pdf/Cgovernance/ policies_03.pdf
Code of Internal Procedure and Conduct to Prohibit Insider Trading The Code of Internal Procedure and Conduct to Prohibit Insider Trading under SEBI (Prohibition of Insider Trading) Regulations 2015 was amended as per recent circular under the said regulation. http://s3.amazonaws.com/luxs/ ckeditors/pictures/98/original/Insider_ trading_code.pdf

36. Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo:

The particulars relating to conservation of energy technologyabsorption and foreign exchange earnings and outgo required to be disclosed under section134(3) (m) of the Companies Act 2013 are annexed here to and forms part of this reportas Annexure ‘L'.

37. Annexures forming part of Directors' Report

The Annexures referred to in this Report and other information whichare required to be disclosed are annexed herewith and form a part of this Report of theDirectors:

Annexure Particulars
Annexure - A Dividend Distribution Policy
Annexure - B Annual Report on Corporate Social Responsibility (CSR) Activities
Annexure - C Management Discussion and Analysis Report
Annexure - D Report on Corporate Governance
Annexure - E Certification by Managing Director and Chief Financial Officer of the Company
Annexure - F Auditors' Certificate on Corporate Governance
Annexure - G Certificate from Practicing Company Secretary
Annexure - H Secretarial Auditor's Report
Annexure - I Business Responsibility Report (‘BRR')
Annexure - J Details pertaining to remuneration as required under section 197 (12) of the Companies Act 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Annexure - K Statement containing salient features of the financial statements of Subsidiaries in Form AOC-1
Annexure - L Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

38. Acknowledgement

The Board wishes to place on record its sincere appreciation for thecontinued assistance and support extended to the company by its customers vendorsinvestors business associates banks government authorities employees and otherstakeholders.

For and on behalf of the Board of Directors
Sd/-
Ashok Kumar Todi
Kolkata Chairman
May 25 2021 DIN:00053599

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