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Lux Industries Ltd.

BSE: 539542 Sector: Industrials
NSE: LUXIND ISIN Code: INE150G01020
BSE 00:00 | 18 Sep 1405.30 -0.85
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NSE 00:00 | 18 Sep 1408.80 4.85
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OPEN 1411.45
PREVIOUS CLOSE 1406.15
VOLUME 2801
52-Week high 1680.00
52-Week low 812.80
P/E 25.80
Mkt Cap.(Rs cr) 3,548
Buy Price 1394.85
Buy Qty 1.00
Sell Price 1420.00
Sell Qty 120.00
OPEN 1411.45
CLOSE 1406.15
VOLUME 2801
52-Week high 1680.00
52-Week low 812.80
P/E 25.80
Mkt Cap.(Rs cr) 3,548
Buy Price 1394.85
Buy Qty 1.00
Sell Price 1420.00
Sell Qty 120.00

Lux Industries Ltd. (LUXIND) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 24th Annual Report and the Audited Statementof Accounts for the financial year ended March 31 2019.

1. Standalone Financial Highlights (Rs. in lakhs)

Particulars March 312019 March 312018
Revenue from Operations (Gross) 120868.07 107750.50
Other Income 919.78 185.45
Total Revenue 121787.85 107935.95
Profit Before Tax 15464.14 12102.01
Tax Expense (Including Deferred Tax) 5332.74 4314.13
Profit after Tax 10131.40 7787.87
Consolidated Financial Highlights (Rs. in lakhs)
Particulars March 312019 March 312018*
Revenue from Operations (Gross) 120704.77 107750.50
Other Income 904.26 185.89
Total Revenue 121609.63 107936.40
Profit Before Tax 15211.25 12102.14
Tax Expense (Including Deferred Tax) 5331.84 4314.16
Profit after Tax 9879.41 7787.97

*Note: During the financial year 2018-19 Altai Industries Private Limited became thesubsidiary of your company and thus Consolidation of accounts is not applicable for thefinancial year 2017-18.

2. Operating and Financial Performance

Your company delivered another year of steady performance in the backdrop of continuingsluggishness in the macro-economic environment. This year the Company's total revenuecrossed the C1200 crores mark as against C1079 crores in the previous year. Profit beforeTax is H154.64 crores as against H121.02 crores in the previous year. The Net Profit aftertax is H101.31 crores as against C77.88 crores for the previous year. The earnings pershare is C40.12 against C30.84 in the previous year.

The Dankuni Plant of your company having an area of 5 lakhs square feet is now runningat optimum utilisations combining with cost efficiency measures have helped

Company to improve margins. The Company has its other manufacturing capacities atDhulagarh Ludhiana and Tiruppur. The Company has its sales offices almost all over thecountry.

There is no change in the nature of the business of the Company. There was nosignificant and material order passed by regulators or courts or tribunal impacting thegoing concern status and Company's operation in future.

All factories of Company had been working efficiently during the year. Safety measuresand processes have been installed and improved upon at all plants and work sites.

3. Composite Scheme of Arrangement

During the year under review the Composite Scheme of Arrangement under Section 230 to232 of the Companies Act 2013 (the ‘Scheme") for Amalgamation of TransferorCompanies i.e. J.M. Hosiery & Co. Limited and Ebell Fashions Private Limited intoTransferee Company i.e. Lux Industries limited is under process and expect to be completedas soon as possible after meeting all the requisite regulatory requirements. The AppointedDate for the Scheme is April 1 2018.

4. Performance of Subsidiary Companies

Altai Industries Private Limited became the subsidiary of Lux Industries Limited duringthe financial year 2018-19 and this Company has been incorporated for the purpose ofmanufacturing and branding new line of item under hosiery for better control in quality.Artimas Fashions Private Limited the wholly owned subsidiary of Company startedmanufacturing hosiery goods under the brand name of One8- Brand of Indian Cricket Team'sCaptain Virat Kohli.

5. Dividend

Over the years Lux has consistently followed a policy of paying high dividend keepingin mind the cash-generating capacities the expected capital needs of business andstrategic considerations. For Financial Year 2018-19 the Board is pleased to recommend adividend @ 175% (C3.50 /-) on 25253000 Equity Shares of C2/- each. [Previous year thetotal dividend was declared @ 100% i.e. C2.00/- each on 25253000 Equity Shares of C2/-each. Payment of dividend is subject to the approval of the shareholders in the ensuingAnnual General Meeting.

6. Capacity Expansion

During the financial year 2018-19 the Dankuni Plant of your company having an area of5 lakhs square feet is now running at optimum utilisations combining with cost efficiencymeasures have helped Company to improve margins. Company has the lowest conversion costwhile manufacturing hosiery in our industry.

7. Material Changes and Commitments

No material changes and commitments have occurred from the date of close of thefinancial year till the date of this Report which affects the financial position of theCompany.

8. Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Indian Accounting Standards issued by the Institute of Chartered Accountants ofIndia and forms an integral part of this report.

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

9. Share Capital

During the year under review there were no changes in the Share Capital of theCompany.

10. Transfer to Reserves

The Company has not transferred any amount to the General Reserve during the financialyear under review.

11. Transfer to Investor Education and Protection Fund

During the financial year under review your Company has transferred unpaid/unclaimeddividend amounting to C687768/- for Financial Year 2010-11 to the Investor Educationand Protection Fund (IEPF) of the Central Government of India.

Dividend which remains unclaimed which was declared for the year ended March 31 2012at the Annual General Meeting held on September 28 2012 will be transferred to theInvestor Education and Protection Fund (IEPF) of the Central Government by November 2019pursuant to the provisions of the section 124 and 125 of the Companies Act 2013.Thereafter no claim shall lie on the Company for these unclaimed dividends. Shareholderswill have to make their claim with the IEPF Authority following the appropriate rules inthis regard. Equity Shares corresponding to the dividend unclaimed for seven consecutiveyears will also be transferred to the Demat account of the IEPF Authority. Individualnotices and necessary newspaper publication has also been made in this regard.

6005 Equity shares in respect of 4 folios corresponding to the dividend for the yearended on March 31 2012 which remained unclaimed for seven consecutive years will beliable to transferred to the IEPF Authority in compliance with Section 124 of theCompanies Act 2013 read with rule 6 of the Investor Education and

Protection Fund (Accounting Audit Transfer and Refund) Rules 2017 due individualnotices to concerned Shareholders and advertisements in newspapers will be served by theCompany so that they can claim before transferring to avoid transfer of their shares toIEPF. Equity Shares corresponding to the dividend declared for the year ended on March 312013 and remaining unclaimed for seven consecutive years will also be transferred to theIEPF if the dividend is not encashed within October 31 2020. Individual notices will besent to the concerned Shareholders and advertisements will be made in the newspapers inthis regard. The advertisement will also be made available on the website of the Company.

List of shareholders whose dividend remained unclaimed till date of ensuing AGM will beuploaded on the website of the Company www.luxinnerwear. com under heading InvestorsSection. Shareholders are requested to check their unpaid dividend from the list andcontact the Registrar and Share Transfer Agent or Company Secretary to encash these unpaiddividends.

12. Fixed Deposits

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

13. Particulars of Loans Guarantees or Investments

The Company has not given any new loan during the financial year 2018-19 howevercharged interest on outstanding balance of loan given during the financial year 2015-16and for Artimas Fashions Private Limited loan given during the year there was nooutstanding balance as on 1st April 2018. Details of the same are given below.

(Rs. in lakhs)

Name Rate of Interest Max amount of Outstanding Purpose
Manamaa Garments 8% 55.88 Loan
Jalan & Sons 8% 32.37 Loan
Artimas Fashions Private Limited 9% 320.60 Loan

During the year under review the Company has invested in 50.87% shares of AltaiIndustries Private Limited resulting said Private Limited Company becoming Subsidiary ofLux Industries Limited.

The details of investments made by company are given under the notes to the financialstatements.

14. Internal Control System and their adequacy

The Company has adequate internal control procedures commensurate with its size and thenature of its business for the purchase of inventories fixed assets and with regard tothe sale of goods and services. Details in respect of adequacy of internal financialcontrols with reference to the Financial Statements are stated in Management Discussionand Analysis which forms part of this Report.

15. Corporate Social Responsibility Initiatives

Pursuant to section 135 of the Companies Act 2013 read with rules made there underyour directors have constituted a Corporate Social Responsibility Committee. The Companyworks primarily through its CSR trust the Lux Foundation towards supporting projects inthe areas of education the Company has also contributed funds for the schemes relating toeradicating hunger and poverty promoting education animal and social welfare and medicalaid. Contributions in this regard have been made to the registered trusts and / or section8 companies which are undertaking such schemes. The CSR Policy may be accessed on theCompany's website at the link: http://www.luxinnerwear.com/upload%20pdf/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 And DisclosuresRequirements) Regulations 2015 Management Discussion and Analysis Report is annexed as Annexure‘C' forming part of this Report.

17. Corporate Governance

Your Company is committed to maintain good Corporate Governance practices. Pursuant to

Regulation 34(3) read with Part C of Schedule V of SEBI (Listing Obligations AndDisclosures Requirements) Regulations 2015 a separate section on Corporate Governancetogether with a certificate from the Company's Auditor confirming compliance is set out inAnnexure ‘D' and Annexure ‘F' forming part of this report. Furthera 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 and DisclosuresRequirements) Regulations 2015 the CEO and CFO certification on the accounts of theCompany as given by Shri Pradip Kumar Todi Managing Director and Shri Ajay Kumar PatodiaChief Financial Officer is set out in Annexure ‘E' forming part of thisreport.

19. Directors and Key Managerial Personnel

Induction

During the financial year under review the board in their meeting held on March 292019 has appointed Ms. Rusha Mitra as Additional Director (in the capacity of IndependentNon-Executive) of the Company.

Re-appointments

The term of 5 year as Managing Director of Company of Mr. Pradip Kumar Todi will expireon September 27 2019. The Directors recommend his re-appointment for a period of 5 yearwith effect from September 28 2019 subject to approval of shareholders at ensuing AnnualGeneral Meeting.

Mr. Nandanandan Mishra Mr. Snehasish Ganguly and Mr. Kamal Kishore Agrawal werereappointed as independent director effective April 1 2019 and the same was approved byshareholders at their meeting held on September 27 2018.

Based on the terms of appointment Mr. Pradip Kumar TodiManaging Director subject toretirement by rotation in the current term being longest service member and who is liableto retire being eligible seeks re-appointment. The Board recommend his reappointment.

Change in designation

The board of Directors has appointed Ms. Rusha Mitra as Additional Director (in thecapacity of Independent Non-Executive) in their meeting held on March 29 2019 now thedesignation of Ms. Rusha Mitra as an

Additional director of the Company will be changed from Additional Director toIndependent Director subject to approval of shareholders at ensuing Annual GeneralMeeting.

Brief resume / details of Mr. Pradip Kumar Todi (DIN: 00246268) and Ms. Rusha Mitra(DIN: 08402204) is furnished in the annexure to the notice of the ensuing Annual GeneralMeeting as required under the Code of Corporate Governance.

The following person has been designated as KMP of the Company in compliance with theprovision of section 203 of the Companies Act 2013.

Sl. No. Name of the KMP Designation
1. Shri Ashok Kumar Todi Whole-time Director
2. Shri Pradip Kumar Todi Managing Director
3. Mr. Ajay Kumar Patodia Chief Financial Officer
4. Mrs. Smita Mishra Company Secretary and Compliance Officer

Declarations from Independent Directors

All Independent Directors have given declarations under section 149(7) declaring thatthey meet the criteria of independence as laid down under section 149(6) of the CompaniesAct 2013.

Familiarisation Program

At the time of appointing a Director a formal letter of appointment is given to him /her which inter alia explains the role function duties and responsibilities expectedof him/her as a Director of the Company. The format of the letter of appointment isavailable on our website at http://www.luxinnerwear.com/upload%20pdf/Cgovernance/id_02.pdf. The Director is also explained in detail the variouscompliances required from him/her as a director under various provision of Companies Act2013 and such other rules and regulations.

The Directors are also updated about the financials of the Company and new productlaunches. They are also provided with the booklets relating to the business and operationsof the Company. They are updated on the changes in relevant corporate laws relating totheir roles and responsibilities as Directors from time to time.

During the financial year under review your Company organised familiarisationprogrammes for the Directors in accordance with the requirements of Listing Regulations.The Directors were also provided with relevant documents reports and internal policies toenable them to familiarise with your Company's procedures and practices from time totime besides regular briefing by the members of the senior leadership team.

The details of such familiarisation programs for Independent Directors may be accessedon the Company's website:-http://www.luxinnerwear.com/upload%20pdf/ Cgovernance/id_01.pdf

Board Evaluation

Pursuant to the provisions of section 178 of Companies Act 2013 and Regulation 17 19and 20 of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 theBoard has carried out an evaluation of its own performance the performance of individualdirectors as well as the working of its Audit Nomination and Remuneration Committees. Themanner in which the evaluation has been carried out has been explained in Nomination andRemuneration Policy in the Corporate Governance Report. Further the Independent Directorsof the Company met once during the year on February 12 2019 to review the performance ofthe executive directors Chairman of the Company and performance of the Board as a whole.Details of separate meeting of Independent Director are given in the Corporate GovernanceReport.

Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report. Andalso has been posted on the Company's website:-http://www.luxinnerwear.com/upload%20pdf/Cgovernance/policies_07.pdf

Meetings

Minimum four meetings which are scheduled in advance are held annually. A calendar ofmeetings is prepared and circulated in advance to all the Directors. Any additionalmeeting if any is convened by giving appropriate notice in order to meet therequirements. During the year six Board Meetings and five Audit

Committee Meetings were convened and held. Details are given in the CorporateGovernance Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013 and such other rules and regulations.

20. Director's Responsibility Statement

Pursuant to the requirement under section 134 clause (c) of sub section (3) of theCompanies Act 2013 the directors confirm: a. that in the preparation of the annualaccounts for the year ended March 31 2019 the applicable accounting standards have beenfollowed along with proper explanation relating to material departure if any; b. thatsuch accounting policies as mentioned in the notes to annual accounts have been selectedand applied consistently and judgments and estimates have been made that were reasonableand prudent so as to give a true and fair view of the state of affairs of the Company asat March 31 2019 and of the profit of the Company for the year ended on that date; c.that proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and 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 the financialcontrols are operating effectively; f. that proper systems to ensure compliance with theprovisions of all applicable laws are in place and that such systems were adequate andoperating effectively.

21. Related Party Transactions

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with the PromotersKey Managerial Personnel or other designated persons which may have potential conflictwith interest of the

Company at large. All the related party transactions are reviewed by the AuditCommittee. The prescribed Form AOC-2 is not applicable to the Company. A policy on relatedparty transactions and dealing with related parties as approved by the Board has beenposted on the Company's website:-http://www.luxinnerwear.com/upload%20pdf/Cgovernance/policies_09.pdf Further as required under Part A of Schedule V of SEBI(Listing Obligations And Disclosure Requirements) (Amendment) Regulations 2018 followingpromoters are holding more than 10% of shareholding with whom transactions were held bythe Company:-

1. Ashok Kumar Todi

2. Pradip Kumar Todi

3. Prabha Devi Todi

4. Bimla Devi Todi

5. Shobha Devi Todi.

Disclosure of transaction with above-mentioned promoters were given in the notes no. 32to accounts.

22. Subsidiaries Associate and Joint Ventures Companies

The Company has one Wholly Owned Subsidiary Artimas Fashions Private Limited (UnlistedPrivate Limited Company) and during the year the Company has invested in 50.87% shares ofAltai Industries Private Limited resulting said Private Limited Company become Subsidiaryof Company. Further the Company does not have associate and there were no joint venturesentered into by the Company.

23. Vigil Mechanism

The Company has a vigil mechanism contained in the Whistle Blower Policy in terms ofsection 177 of the Companies Act 2013 and Regulation 22 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 to deal with instances of fraud andmismanagement if any. The purpose of this policy is to provide a framework to promoteresponsible and secure whistle blowing. During the year under review Company has makenecessary amendment in the Whistle Blower Policy to enable employees to report instancesof leak of unpublished price sensitive information as required under sub regulation 6 ofRegulation 9A of SEBI(Prohibition of Insider Trading) Regulations 2015. It protectsemployees wishing to raise a concern about serious irregularities within the Company. Aquarterly report with number of complaints if any received under the Policy and theiroutcome is placed before the Audit Committee and the Board. The policy on vigil mechanismmay be accessed on the Company's website:-http://www.luxinnerwear.com/upload%20pdf/Cgovernance/policies_10.pdf

24. Auditor's Report / Secretarial Audit Report

The observation made in the Auditors' Report read together with relevant notes thereonare self-explanatory and hencedo not call for any further comments under Section 134 ofthe Companies Act 2013.

As required under section 204 (1) of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Mohan Ram Goenka of M/s MR and Associates Practicing Company Secretariesto undertake the Secretarial Audit of the Company. The Secretarial Auditor's Report isannexed herewith as Annexure ‘H'.

25. Auditors

M/s S. K. Agrawal And Co. Chartered Accountants (Firm Registration Number: 306033E)Statutory Auditors of the Company have submitted their Independent Auditor's report on thefinancial statement of the Company for the year ended on March 31 2019. Members of theCompany at the Annual General Meeting(AGM) held on September 21 2017 approved theappointment of M/s. S. K. Chartered Accountant as the Statutory Auditor of the Companyfor a period of five years commencing from the conclusion of the 22nd AGM of the Companyheld on September21 2017 until the conclusion of the 27th AGM of the Company to be heldin the year 2022.

In terms of provision relating to statutory auditor forming part of the companiesamendment Act 2017 notified on May 7 2018 ratification of the appointment of StatutoryAuditors at every AGM is no more a legal requirement. Accordingly the notice convening theensuing AGM does not carry any resolution on ratification of the appointment of StatutoryAuditor of the Company for financial year ending March 31 2020.

26. Insider Trading Code

In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 (‘the PIT Regulations') on prevention of insider tradingyour Company had instituted a comprehensive Code of Conduct for regulating monitoring andreporting of trading by Insiders. The said Code lays down guidelines which adviseInsiders on the procedures to be followed and disclosures to be made in dealing with theshares of the Company and cautions them on consequences of non-compliances. During theyear under review Company has made changes in the insider trading policy of the Company asrequired in amendment in SEBI (Prohibition of Insider Trading) Regulations 2015 to beeffective from April 01 2019. Your Company has further put in place a Code of practicesand procedures of fair disclosures of unpublished price sensitive information during theyear under review Company has revised this code to incorporate changes as required inamendment in SEBI (Prohibition of Insider Trading) Regulations 2015 to be effective fromApril 01 2019 and the revised code was duly uploaded to the exchange. Both the aforesaidCodes are in line with the PIT Regulations. The code may be accessed on the Company'swebsite:-http://www.luxinnerwear.com/upload%20pdf/ Cgovernance/policies_02.pdf

27. Ratings

During FY under review Acuite Research and Ratings Limited (Previously known as SMERARatings Limited) has reafirmed the following ratings given to the Company:-

(C in Crores)

Ratings Amount Category
ACUITE AA 359.18 Long-Term Instruments
ACUITE A1+ 1.50 Short Term Instruments

28. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as

Annexure ‘I'.

29. Business Responsibility Report

The Company was ranked 385 by National Stock Exchange out of 500 top listed companiesin India based on market capitalisation as on March 31 2018. Accordingly in compliancewith regulation 34(2)(f) of

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 it has beenprepared and forms part of the Annual Report as Annexure ‘J'.The Reportprovides a detailed overview of initiatives taken by your Company from environmentalsocial and governance perspectives.

30. Business Risk Management

The Board of the Company realises that risk evaluation and risk mitigation is its vitalresponsibility. Pursuant to section 134 (3) (n) of the Companies Act 2013 and Regulation21 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 theCompany has constituted a Risk Management Committee. The details of the committee and itsterms of reference are set out in the Corporate Governance Report forming part of theBoard's Report. Identifying critical risks and their mitigation in various departments ofthe Company is an ongoing process. The Company has not identified any material element ofrisk which may threaten the existence of the Company.

31. Industrial Relation

During the year under review the industrial relations remained cordial and stable. Thedirectors wish to place on record their appreciation for the excellent cooperationreceived from the employees at all levels.

32. Particulars of Employees

As on March 31 2019 total number of employees on the records of your Company was 1496as against 1407 in the previous FY. Your Directors place on record their appreciation forthe significant contribution made by all employees who through their competencededication hard work co-operation and support have enabled the Company to cross newmilestones on a continual basis. The ratio of remuneration of each director to the medianof employee's remuneration as required under section 197 (12) of the Companies Act 2013read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure ‘K(i)'.

A statement containing the names of top 10 employees in terms of remuneration drawn andevery person employed throughout the year who were in receipt of remuneration in terms ofrule 5(2) and 5(3) of the Companies (Appointment and Remuneration Personnel) Rules 2014 isannexed herewith as Annexure ‘K(ii)'.

33. Prevention of Sexual Harassment at workplace

Your company is committed to provide a work environment which ensures that everyemployee is treated with dignity respect and equality. There is zero tolerance towardssexual harassment. Any act of sexual harassment invites serious disciplinary action. TheCompany has established policy against Sexual Harassment for its employee. The Company hadalso constituted a Prevention of Sexual Harassment Committee. The policy allows anyemployee to freely report any such act and prompt action will be taken thereon. Furtherdetails relating of complaints filed disposed and pending during the financial year isprovided in the Corporate Governance report of this Annual Report.

34. Board Policies

During the year Company has not approved any new policy however various existingpolicies were amended and revised by the board as required under Companies Act 2013 andSEBI (Listing Obligations and Disclosures Requirements) (Amendment) Regulations 2018.

During the year board revised and adopted following policies:

Name of the Policy Summary of Key Changes Web link (if any)
Code of Practice and Procedure for Fair Disclosure of Unpublished Price Sensitive Information The Code of Practice and Procedure for Fair Disclosure of Unpublished Price Sensitive Information was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 incorporating ‘legitimate purpose' in connection with sharing of Unpublished Price Sensitive Information (UPSI) http://www.luxinnerwear. com/upload%20pdf Cgovernance/policies_02.pdf
Code of Internal Procedure and Conduct to Prohibit Insider Trading in Securities of Lux Industries Limited The Insider Trading Policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 incorporating the key change including in definition of designated persons maintenance of digital database. -
Code of Conduct The Policy on Code of Conduct was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 for changing the definition of Senior Management Personnel. http://www.luxinnerwear. com/upload%20pdf/ Cgovernance/code%20of%20 conduct.pdf
Whistleblower Policy The Whistleblower policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018. Enabling employees to report instances of leak of UPSI http://www.luxinnerwear. com/upload%20pdf/ Cgovernance/policies_10.pdf
Policy on Material Subsidiaries The Policy on Material Subsidiaries was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 for changing the definition of material subsidiaries. http://www.luxinnerwear. com/upload%20pdf/ Cgovernance/policies_08.pdf
Nomination and Remuneration Policy The Nomination and Remuneration Policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018. http://www.luxinnerwear. com/upload%20pdf/ Cgovernance/policies_07.pdf
Related Party Transaction Policy The Related Party Transactions Policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018. The key changes include threshold limits for determining materiality. http://www.luxinnerwear. com/upload%20pdf/ Cgovernance/policies_09.pdf
Risk Management Policy The Risk Management Policy was amended in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018. The key changes include to cover cyber security in the policy. -

35. Annexures forming part of Board Report

The Annexures referred to in this Report and other information which are required to bedisclosed are annexed herewith and form a part of this Report of the Directors:

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 Extract to the Annual Return in Form MGT-9.
Annexure - J Business Responsibility Report (‘BRR').
Annexure - K (i) 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.
(ii) Statement containing the names of top ten employees as required under section 197(12) of the Companies Act 2013 read with the rule 5(2) and 5(3) of the Companies (Appointment and Remuneration Personnel) Rules 2014.
Annexure - L Statement containing salient features of the financial statements of Subsidiaries in Form AOC-1.
Annexure - M Conservation of Energy Technology Absorption and Foreign Exchange Earning and Outgo.

36. Conservation of Energy Technology Absorption and Foreign Exchange Earning andOutgo:

The particulars relating to conservation of energy technology absorption and foreignexchange earnings and outgo required to be disclosed under section 134(3) (m) of theCompanies Act 2013 are annexed here to and forms part of this report as Annexure‘M'.

37. Acknowledgement

Your Board wishes to place on record its sincere appreciation for the continuedassistance and support extended to the Company by its customers vendors investorsbusiness associates banks government authorities employees and other stakeholders.

For and on behalf of the Board of Directors

Sd/-Ashok Kumar Todi

Chairman DIN:00053599

Kolkata April 22 2019