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Directors Report of Lesha Industries Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting the 33rd Annual Report of the Company together with the Audited Financial Statements for the year ended on March 31, 2025.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
|
Financial Results |
(Rs. In Lakhs) |
|
|
Particulars |
Year ended 31/03/2025 |
Year ended 31/03/2024 |
|
Revenue from Operations |
1245.54 |
1156.26 |
|
Other Income |
53.36 |
647.59 |
|
Total Income |
1298.90 |
1803.86 |
|
Profit before Interest and Depreciation |
43.26 |
730.94 |
|
Less: Finance cost |
0.01 |
0.01 |
|
Less: Depreciation |
1.98 |
2.05 |
|
Profit before Taxation |
41.27 |
728.88 |
|
Less: Current Tax |
10.84 |
11.39 |
|
Less: Earlier Year Taxes |
14.77 |
- |
|
Less: Deferred Tax |
(29.56) |
(0.20) |
|
(Add): MAT credit entitlement |
- |
- |
|
Profit/(Loss) after Tax |
45.21 |
717.70 |
There are no material changes and commitment affecting the financial position of the Company which have occurred between April 01, 2025 and date of this report.
Reserves & Surplus at the end of the year stood at Rs. 4557.91 Lakhs as compared to Rs. 1443.50 Lakhs at the beginning of the year.
3. OPERATIONS AND PERFORMANCE OF THE COMPANY:
During the year ended on March 31, 2025, the total income was Rs. 1245.54 Lakhs against Rs. 1156.26 Lakhs in previous year. The Company has incurred net profit of Rs. 45.21 Lakhs against the net profit of Rs. 717.70 Lakhs in previous year. The Total Comprehensive profit for the year is Rs. 45.21 Lakhs against the total comprehensive profit of Rs. 717.70 Lakhs in previous year.
The Management of the Company is taking efforts for the progress of the Company. The management has considered reviving and expanding the steel business of the Company. With this movement, the management is confident that performance of the Company will significantly improve.
4. CHANGE IN NATURE OF BUSINESS:
During the financial year, there has been no change in the nature of business carried on by the company.
The Company has marginally earned profits during the year and the Board has not declared any Dividend during the year.
During the year 2023-24, the Board of Directors in their meeting held on February 02, 2024 had approved raising of funds for the Company by way of issue of securities (the "Issue") to the existing equity shareholders of the Company on a rights basis up to Rs. 50.00 Crores. Subsequently, on July 05, 2024, the Board of Directors decided to Issue 8 (Eight) Rights Equity Shares for every 5 (Five) fully paid equity shares aggregating to 17,60,00,000 equity shares (the "Issue") of face value of Re. 1/- each for cash at a price of Rs. 2.80/- (including a share premium of Rs. 1.80/- ) per equity share ("Rights Equity Shares") for an amount aggregating to Rs. 49.28 Crores to the Eligible Equity Shareholders of the Company as on the record date of July 12, 2024.
The Issue was kept open for the Eligible Equity Shareholders from Monday, July 22, 2024 to Monday, August 05, 2024 and the basis of allotment was approved by BSE Limited (being the designated Stock Exchange) on August 09, 2024. Out of total issue size, 14,83,455 shares aggregating to Rs. 41,53,674/- remained unsubscribed due to technical rejections and the Board of Directors allotted 17,45,16,545 equity shares on August 09, 2024 to the eligible Shareholders of the Company as on the record date fixed for the purpose of Rights Issue. Further, the Company obtained the listing approval from BSE Limited on August 14, 2024 and the shares were permitted to be traded on the Exchange with effect from August 26, 2024.
There are no material variations between the projections and actual utilization of the funds raised through Rights Issue by the Company during the year 2024-25.
During the year under review, the Authorised share capital of Company was Rs. 30,00,00,000/- (Rupees Thirty Crores) divided into 30,00,00,000 (Thirty Crores) equity shares of face value of Re. 1/- (Rupee One) each.
The paid up share capital of the Company at the beginning of the year was Rs. 11,00,000,00/- (Rupees Eleven Crores) divided into 11,00,000,00 (Eleven Crores) equity shares of face value of Re. 1/- (Rupee One) each.
During the year under review, the Company issued and allotted 17,45,16,545 (Seventeen Crore Forty Five Lakhs Sixteen Thousand Five hundred Forty Five) equity shares having face value of Re. 1/- (Rupee One) each for cash at a price of Rs. 2.80/- (Rupees Two and Eighty Paisa) per equity share (including a premium of Rs. 1.80/- per equity share) for an amount aggregating Rs. 48.86 Crore on rights basis.
The paid up share capital of the Company at the end of the year i.e. as on March 31, 2025 was Rs. 28,45,16,545/-(Rupees Twenty Eight Crores Forty Five Lakhs Sixteen Thousand Five Hundred Forty Five Only) consisting of 28,45,16,545 (Twenty Eight Crores Forty Five Lakhs Sixteen Thousand Five Hundred Forty Five) Equity Shares of Re. 1/- (Rupee One) each.
During the year under review, the Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.
10. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:
There are no subsidiaries, Joint Venture and Associate company of the Company.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
As on March 31, 2025, the Company''s Board had five members comprising of one Executive Director, two Non -Executive & Non-Independent Directors and two Independent Directors. The Board of Directors of the company have wide and varied experience in different disciplines of corporate functioning. As on the date of the report, the Company''s Board have Six Directors comprising of one Executive Director, two Non-Executive & NonIndependent Directors and three Independent Directors. All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.
Appointment/ Cessation/ Change in Designation of Directors and KMP:
- Mrs. Leena Ashok Shah (DIN: 02629934) was appointed as Managing Director of the Company for a period of 5 years by the Board of Directors on March 19, 2024. Her appointment was further approved by members by passing special resolution at an Extra-Ordinary General Meeting held on June 14, 2024.
- The Company had, pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, appointed Mrs. Manjusha Rahul Salunke (DIN: 10666478) as Additional (Independent) Director of the Company w.e.f. June 15, 2024. Her appointment was subsequently regularized by the shareholders of the Company in the 32nd Annual General Meeting held on September 05, 2024 as Independent Director. Further, she resigned from the office of Director w.e.f. February 15, 2025, citing personal reasons. The Company had received a confirmation from her that there are no material reasons for her resignation other than the reasons provided by her.
- Mr. Kiritbhai Ishwarbhai Patel (DIN: 03618884), Independent Director of the Company resigned from the office of Director w.e.f. September 10, 2024, citing personal reasons. The Company had received a confirmation from him that there are no material reasons for his resignation other than the reasons provided by him.
- Mr. Kailasprasad Bhagvatiprasad Jani (DIN: 00404091), Independent Director of the Company resigned from the office of Director w.e.f. September 10, 2024, citing personal reasons. The Company had received a confirmation from him that there are no material reasons for his resignation other than the reasons provided by him.
- The Company had, pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, appointed Mr. Paragkumar Prakashchandra Raval (DIN: 10735752) and Mr. Swapnil Sharad Shimpi (DIN: 10469352) as Additional (Independent) Directors of the Company w.e.f. November 09, 2024. Their appointment was subsequently regularized by the shareholders of the Company by passing Special resolutions through Postal Ballot on February 05, 2025 as Independent Directors.
- Mr. Ashok Chinubhai Shah (DIN: 02467830), Director of the Company resigned from the office of Director w.e.f. November 28, 2024, due to pre-occupancy elsewhere. Further, the Company had, pursuant to the provisions of Section 152 of the Companies Act, 2013 and Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 appointed Mr. Ashok Chinubhai Shah as Non-Executive Director of the Company w.e.f. February 05, 2025 by passing Special Resolution through Postal Ballot on February 05, 2025.
- After the closure of the financial year as on March 31, 2025, the Company had, pursuant to the provisions of Section 149 of the Companies Act, 2013 and Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, appointed Mr. Umangkumar Hirabhai Patel (DIN: 11104737) as Additional (Independent) Director of the Company w.e.f. May 14, 2025. His appointment is placed for ratification before the shareholders in the ensuing 33rd Annual General Meeting.
Re-appointment of Director(s) retiring by rotation:
- In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mrs. Leena Ashok Shah (DIN: 02629934) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment. The Board recommends the re-appointment of Mrs. Leena Ashok Shah as Director for your approval. Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.
Declaration from Independent Director:
- The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
During the year under review the following changes took place in the Key Managerial Personnel:
- Mr. Miteshkumar Rajgor has tendered his resignation from the office of Company Secretary and Compliance Officer of the Company, to pursue better career opportunity elsewhere with effect from i.e. August 07, 2024.
- Ms. Maitri Kansara was appointed as Company Secretary and Compliance Officer of the Company with effect from August 08, 2024.
As on March 31, 2025, the following are Key Managerial Personnel ("KMPs") of your Company as per Sections 2(51) and 203 of the Act:
- Mrs. Leena Ashok Shah, Managing Director
- Mrs. Payal Donga, Chief Financial Officer
- Ms. Maitri Kansara, Company Secretary & Compliance Officer
The Company had constituted its committees to comply with section 177 and 178 of the Companies Act, 2013 and as per regulation 18, 19 and 20 of SEBI Listing Regulations. There are currently three committees of the Board, as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders'' Relationship Committee
Details of all the committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.
13. NUMBER OF MEETINGS OF THE BOARD:
During the year under review, 10 (Ten) Board meetings were held in accordance with provision of the Companies Act, 2013 read with rules made thereunder and the applicable Secretarial Standards. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.
14. INDEPENDENT DIRECTORS'' MEETING:
During the year under review, the Independent Directors met once on March 13, 2025, without the attendance of Non-Independent Directors and members of the management. The details of the Independent Directors Meeting and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Report.
15. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS AND ANNUAL PERFORMANCE EVALUATION:
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 Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the NonIndependent Directors, Board as a whole and of the Chairman of the Board. The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct, Integrity
- Sharing of Information with the Board
The Board carries out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees. The performance of the board was evaluated after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc. and the performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.
The Board reviewed the performance of individual directors on the basis of criteria laid by Nomination & Remuneration 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 the board meeting that followed the meeting of the independent directors, the performance of the board, its committees, and individual directors was also discussed. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.
16. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management. No remuneration is paid to any of the Directors of the Company. The Remuneration policy is available on website of Company: http://lesha.in/policies/.
17. DIRECTORS'' RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that;
i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. The directors had 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 March 31, 2025 and of the profit and loss of the company for that period;
iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv. The Directors had prepared the annual accounts on a going concern basis;
v. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and
vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
18. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.
The Company recognizes that risk is an integral part of business and is committed to managing the risks in proactive and efficient manner.
The Company periodically assesses risk in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation and Technological Changes.
The management is however of the view that none of the above risks may threaten the existence of the Company as Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.
20. CORPORATE SOCIAL RESPONSIBILITY:
The Company does not fall under the criteria as mentioned in the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibilities) Rules, 2014. Therefore, the Company was not required to formulate Corporate Social Responsibility (CSR) Policy and constitute CSR Committee and consequently the Company had not spent any amount on CSR activities.
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in as ANNEXURE - I forming part of this Board''s Report. Certain statements in the report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.
As required by the SEBI Listing Regulations, a detailed report on Corporate Governance is given as a part of the Board''s Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. Report on Corporate Governance is attached as ANNEXURE - V.
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web link: https://lesha.in/annual-returns/.
24. RELATED PARTY TRANSACTIONS:
All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. All the contracts/arrangements/transactions entered into by the Company with the related parties during the financial year 2024-25 were in the ordinary course of business and on an arm''s length basis as disclosed in the financial statements and were reviewed and approved by the Audit Committee. The details of related party disclosure form a part of the notes to the financial statements provided in the Annual Report. In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of related party transactions as per the format specified in the relevant accounting standards to the stock exchanges on a half-yearly basis. There were significant related party transactions entered between the Company, Directors, management, or their relatives. Hence, disclosure in Form AOC-2 is provided as ANNEXURE -II.
A. Statutory Auditors:
In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditors) Rules, 2014 as amended, M/s. Keyur Bavishi & Co., Chartered Accountants (Firm Reg. No. 131191W) were appointed as Statutory Auditors of the Company for a consecutive period of 5 (Five) years from the conclusion of Annual General Meeting held in the year 2022 till the conclusion of the Annual General Meeting to be held in the year 2027.
The Report given by the M/s. Keyur Bavishi & Co., Auditors on the financial statements of the Company for the year ended on March 31, 2025 forms part of the Annual Report. The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
The Board at its meeting held on August 08, 2024 had appointed Mr. Chintan K. Patel, Practicing Company Secretary, Ahmedabad, to conduct the Secretarial Audit for the FY 2024-25. The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from Mr. Chintan K. Patel, Practicing Company Secretary is attached as ANNEXURE-III to the Board''s Report. The observations of the Secretarial Auditor in the Secretarial Audit Report are self-explanatory and therefore do not call for any further comments.
Further, in terms of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Managerial Personnel) Rules, 2014, and Regulation 24A of the Securities and Exchange Board of India (Listing and Disclosure Requirements) Regulations, 2015, the Board recommended appointment of Mr. Chintan K. Patel, Practicing Company Secretary, Ahmedabad (having COP No. 11959 and Peer review No. 2175/2022), as the Secretarial Auditor of the company for a term of 5 (five) consecutive years from FY 2025-26 till FY 2029-30, to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of AGM to be held in the year 2030. Accordingly, the resolution seeking approval for the appointment of Secretarial Auditor by the members of the company is included in the Notice of the ensuing Annual General Meeting.
26. MAINTENANCE OF COST RECORDS:
The Company is not require to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.
During the year under review, the Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India (as amended).
28. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors and Secretarial Auditor of the Company have not reported any instances of fraud committed in the Company by Company''s officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.
Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as ANNEXURE-IV.
The Company has not paid any remuneration to Executive Directors or any sitting fees to Non-Executive Directors for attending any meetings during the financial year ended March 31, 2025.
31. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made thereunder, Company has assigned the responsibilities to Audit Committee. The details of Complaint pertaining to sexual harassment are provided as under:
|
Number of complaints of sexual harassment received in the year |
NIL |
|
Number of complaints disposed off during the year |
NIL |
|
Number of cases pending for more than ninety days |
NIL |
During the year under review, your Company has not received any complaint pertaining to sexual harassment.
32. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:
The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a supportive and inclusive work environment, and ensures that all relevant policies and practices are regularly reviewed and aligned with the applicable statutory requirements.
33. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of Company provides for adequate safeguard against victimisation of whistle blowers who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. No person has been denied access to the Chairperson of the Audit Committee. The said policy is uploaded on the website of Company at http://lesha.in/policies/.
During the year under review, Company has not received any complaint under the vigil mechanism.
34. CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
During the period under review, several energy conservation initiatives were adopted and were taken by the Company. There are no plans to import any kind of technology for the project and hence information regarding its absorption is not applicable. There was no research activities carried out during the year as well as no foreign exchange income or outgo during the year.
35. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company''s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.
The Company has adopted and amended its Code of Conduct for Prevention of Insider Trading w.e.f. April 1, 2019 pursuant to Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018.
36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company''s operation in future.
37. DETAILS OF CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):
During the year under review, no Corporate Insolvency Resolution Process/ proceedings were initiated by / against the company under Insolvency and Bankruptcy Code, 2016.
38. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
The disclosure is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions during the year.
39. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE050L01048.
All the Properties of the Company are adequately insured.
41. AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:
No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control of the Company or impose any restriction or create any liability upon the Company.
Related Party disclosure under regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:
|
Disclosures under Para A of Schedule V of Listing Regulations (Rs. In Lakhs |
|||
|
Sr. No. |
Disclosure of loans / advances / investments / Outstanding during the year |
As at March 31, 2025 |
Maximum amount during the year |
|
1 |
Loans and Advances in the nature of loans to subsidiary |
Nil |
Nil |
|
2 |
Loans and Advances in the nature of loans to associate |
Nil |
Nil |
|
3 |
Loans and Advances in the nature of loans to firms /companies in which directors are interested |
5498.41 |
Nil |
For details of transactions of the Company with the person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company, if any, kindly refer to "Related Party Transaction" provided in notes to financial statements.
43. DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:
There are no shares lying in the demat suspense account or unclaimed suspense account.
Your Directors thanks all the Stakeholders including, Investors, Customers, Vendors, Bankers, Auditors, Consultants and Advisors for their continued support during the year. We also place on record our appreciation of the contributions of our employees at all the levels. The Management is deeply grateful for the confidence and faith that all the stakeholders have reposed in them. Your Directors look forward for their continued support in the future for the consistent growth of the Company.
Mar 31, 2024
Your Directors have pleasure in presenting their 32nd Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2024.
1 FIMAMriAl IMMAPY/HIfnl-ll OF PFPFOPMANrF OF THF rOMPANY*
|
Financial Results (Rs. In Lakhs) |
||
|
Particulars |
Year ended 31/03/2024 |
Year ended 31/03/2023 |
|
Total Revenue |
1156.26 |
690.26 |
|
Expenditure |
1077.02 |
671.49 |
|
Depreciation |
2.05 |
1.95 |
|
Profit/(Loss) before Tax |
728.88 |
17.22 |
|
Provision for Taxation |
11.18 |
(2.23) |
|
Profit/(Loss) after Tax |
717.70 |
19.45 |
2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:
The Management of the Company is taking efforts for the progress of the Company. The management has considered reviving and expanding the steel business of the Company. With this movement, the management is confident that performance of the Company will significantly improve. Further, the Company wishes to foray into the business of construction and land acquisition and development.
3. CHANGE IN NATURE OF BUSINESS:
During the financial year, there has been no change in the nature of business carried on by the company.
4. DIVIDEND:
The Company has marginally earned profits during the year and the Board has not declared any Dividend during the year.
5. TRANSFER TO RESERVE:
Reserves & Surplus at the end of the year stood at Rs. 14,43,49,604/-as compared to Rs. 7,25,79,906/-at the beginning of the year.
6. ISSUE OF EQUITY SHARES ON RIGHTS BASIS:
The Board of Directors in their meeting held on February 02,2024 have proposed raising of funds by of issue of equity shares of the Company of face value Re. 1/- each through Rights Issue for an amount not exceeding 50 crores to the eligible equity shareholders of the Company as on the record date i.e. 12th July, 2024 which had been fixed by the Board of Directors in their meeting held on 5th July, 2024 subject to receipt of statutory / regulatory approvals, as may be applicable in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosures Requirements) Regulations, 2018 and other applicable laws.
The offer remained open from July 22, 2024 to August 05, 2024. The allotment is yet under process.
6. SHARE CAPITAL:
During the year under review, the Authorised share capital of Company was increased from Rs. 19,00,00,000/-divided into 19,00,00,000 equity shares of face value of Re. 1/- each to Rs. 30,00,00,000/- divided into 30,00,00,000 equity shares of face value of Re. 1/- each at the 31st Annual General Meeting held on August 18, 2023.
As on March 31, 2024, the authorized share capital of the company was Rs. 30,00,00,000/- divided into 30,00,00,000 equity shares of face value of Re. 1/- each.
The paid up share capital of the company is Rs. 11,00,000,00/- divided into 11,00,000,00 equity shares of face value of Re. 1/- each.
6. DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
7. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
During the period under review, several energy conservation initiatives were adopted and were taken by the Company. There are no plans to import any kind of technology for the project and hence information regarding its absorption is not applicable. There was no research activities carried out during the year. The information pertaining to foreign exchange income or outgo during the year is given in ANNEXURE - I and forms part of this report.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.
9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company''s operation in future.
10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
There are no Subsidiary/Joint Ventures/Associate Companies.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.
12. MEETING OF BOARD OF DIRECTORS:
During the year under review, 11 (Eleven) Board meetings were held in accordance with provision of the Companies Act, 2013 read with rules made thereunder and the applicable Secretarial Standard.
The Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.
The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report which forms part of this Annual Report of the Company.
13. ANNUAL RETURN:
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Return in form MGT-7 as on March 31, 2024 of the Company will be prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 will be placed on the website of the Company and accessible at the website of the Company http://lesha.in/
14. INSURANCE:
All the Properties of the Company are adequately insured.
15. RELATED PARTY TRANSACTIONS:
There was significant related party transactions entered between the Company, Directors, management, or their relatives. Hence, disclosure in Form AOC-2 is provided as Annexure -II.
All the contracts/arrangements/transactions entered into by the Company with the related parties during the financial year 2023-24 were in the ordinary course of business and on an arm''s length basis as disclosed in the financial statements and were reviewed and approved by the Audit Committee. The details of related party disclosure form a part of the notes to the financial statements provided in the annual report.
In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits details of related party transactions as per the format specified in the relevant accounting standards to the stock exchanges on a halfyearly basis.
16. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.
During the year under review and as on the date of the report, the composition of the Board consist of 6 Directors comprising of 3 Independent Directors, 2 Non-Executive Directors and 1 Executive Director, details thereof have been provided in the Corporate Governance Report.
All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.
⢠Re-appointment pursuant to retire by rotation:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Shalin A. Shah (DIN: 00297447) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment. Profile and other details of the director as per Secretarial Standard -2 and Regulation 36(3) of SEBI (LODR) Regulation, 2015 are provided as Annexure to Notice convening Annual General Meeting.
⢠Key Managerial Personnel ("KMP"):
In terms of Section 203 of the Companies Act, 2013 the company has following Key Managerial Personnel as on 31st March, 2024:
1. Mrs. Leena A. Shah, Managing Director,
2. Mrs. Payal Hitesh Donga, Chief Financial Officer (Appointed w.e.f. 3rd October, 2023) and
3. Mr. Miteshkumar Rajgor, Company Secretary and Compliance Officer (Appointed w.e.f 20th June, 2023)
Mrs. Himani Upadhyay has tendered her resignation from the office of Chief Financial Officer and Company Secretary of the Company, due to get better opportunity elsewhere with effect from i.e. April 03, 2023.
Appointment of Mr. Miteshkumar Rajgor as a Company Secretary and Compliance Officer of the company with effect from June 20, 2023.
Mr. Ashok C. Shah (DIN: 02467830) has been re-designated as Managing Director of the Company for 5 years on June 20, 2023. The members of the Company have given their consent in the Annual General Meeting held on August 18, 2023 for the said re-designation.
Appointment of Mrs. Leena A. Shah (DIN: 02629934) as Additional Executive Director of the Company September 27, 2023. She has tendered her resignation from the office of Additional Executive Director of the Company w.e.f. November 19, 2023.
The designation of Mr. Ashok C. Shah (DIN: 02467830) was changed from Managing Director of the Company to Non-Executive Non-Independent Director of the Company w.e.f. December 20, 2023.
Appointment of Mrs. Leena A. Shah (DIN: 02629934) as Managing Director of the Company for a period of 5 years on March 19, 2024.
After the closure of the financial year as on March 31, 2024, appointment of Mrs. Leena A. Shah (DIN: 02629934) was approved by way of passing special resolution in the Extra-ordinary General meeting of the members of the Company held on June 14, 2024.
Mr. Miteshkumar Rajgor has tendered his resignation from the office of Company Secretary and Compliance Officer of the Company, to pursue better career opportunity elsewhere with effect from i.e. August 07, 2024.
Appointment of Ms. Maitri Kansara as a Company Secretary and Compliance Officer of the company with effect from August 08, 2024.
Disclosure for the same pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") read with Clause 7 of Part A of schedule III of Listing Regulations has already submitted to the exchange. The company confirm that there are no other material reasons other than those provided above.
⢠Independent Director:
Re-appointment of Mr. Chandrakant Chauhan (DIN: 08057354) as Independent Director for 2nd term of 5 years w.e.f. March 23, 2024 till March 22, 2029 on August 18, 2023. He further tendered his resignation and cessed to be Independent Director of the Company from March 19, 2024.
Ms. Daxaben Shah (DIN: 08054390) tendered her resignation and cessed to be Independent Director of the Company from March 19, 2024.
After closure of the financial year as on March 31, 2024, pursuant to the provisions of Regulation 17 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, on June 15, 2024 the company had appointed Mrs. Manjusha Rahul Salunke (DIN: 10666478) as an Additional Director (Non-executive Independent Category) of the Company subject to approval of members in the ensuing General meeting.
17. DECLARATION BY INDEPENDENT DIRECTORS:
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs ("IICA") in terms of Section 150 of the Act read with Rule6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
18. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17(10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. The Independent Directors of the Company at their separate meeting held on February 29, 2024 has evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct, Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director. No remuneration is paid to any of the Directors of the Company. The Remuneration policy is available on website of Company : http://lesha.in/policies/.
20. MANAGERIAL REMUNERATION:
The Company had not paid any remuneration to Executive Directors or any sitting fees to Non-Executive Directors for attending any meetings during the financial year ended 31st March, 2024.
The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013read with Rule 5 (1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as ANNEXURE - III.
21. INDEPENDENT DIRECTORS'' MEETING:
During the year under review, One (1) Separate meeting of Independent Directors was held on February 29, 2024. The details of the Independent Directors Meeting and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Report.
22. COMMITTEES OF THE BOARD:
The Company had constituted its committees to comply with section 177 and 178 of the Companies Act, 2013 and as per regulation 18, 19 & 20 of SEBI (LODR) Regulation, 2015. There are currently three committees of the Board, as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders'' Relationship Committee
The Composition of all such Committees, number of meetings held during the year, attendance of each of the Directors at such meetings, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.
23. AUDITORS:
A. Statutory Auditors
In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditors) Rules, 2014 as amended, M/s Keyur Bavishi & Co., Chartered Accountants (Firm Reg. No. 131191W) was appointed as Statutory Auditors of the Company for a consecutive period of 5 (Five) years from the conclusion of Annual General Meeting held in the year 2022 till the conclusion of the Annual General Meeting to be held in the year 2027.
The Members may note that consequent to the changes in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7, 2018, the proviso to Section 139(1) of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the
Members at every AGM has been done away with. Therefore, the Company is not seeking any ratification of appointment of M/s Keyur Bavishi & Co., Chartered Accountants as the Auditors of the Company, by the Members at the ensuing AGM.
The Company has received a certificate from M/s Keyur Bavishi & Co., Chartered Accountants, confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder.
The Report given by the M/s Keyur Bavishi & Co., Auditors on the financial statements for the year ended 31st March 2024 of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Chintan K. Patel, Practicing Company Secretary, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure IV the Auditors'' Report are self-explanatory and therefore do not call for any further comments.
In accordance with the SEBI Circular dated 8 February 2019 read with Regulation 24A of the SEBI Listing Regulations, the Company has obtained an Annual Secretarial Compliance Report from Chintan K. Patel, Practicing Company Secretary, Ahmedabad, confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the financial year 2023-24. The Annual Secretarial Compliance Report for above said financial year has been submitted to the stock exchanges within 60 days of the end of the said financial year. The said report is attached with the Secretarial Audit Report for the Financial Year 2023-24.
Chintan K. Patel, Practicing Company Secretary, Ahmedabad, has issued a certificate confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by Securities and Exchange Board of India ("SEBI")/Ministry of Corporate Affairs ("MCA") or any such statutory authority. The said Certificate is annexed to Report on Corporate Governance.
23. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Financial Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.
24. RISK MANAGEMENT:
Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation and Technological Changes. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.
25. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177(9) of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct.
The detailed Whistle Blower Policy is available on Company''s Website: http://lesha.in/policies/
26. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made thereunder, your Company has assigned the responsibilities to Audit Committee. During the year, no complaint with allegations of sexual harassment was filed with the Company.
27. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company''s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.
The Company has adopted and amended its Code of Conduct for Prevention of Insider Trading w.e.f. April 1, 2019 pursuant to Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018.
28. DIRECTORS'' RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that-
i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. The directors had 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 31st March, 2024 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis;
v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and
vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
29. CORPORATE GOVERNANCE:
Your Company believes in conducting its affairs in a fair, transparent, and professional manner along with good ethical standards, transparency, and accountability in dealings with all its constituents. Your Company has complied with all the Mandatory Requirements of Corporate Governance norms as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
The Separate report on Corporate Governance in compliance with Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is forms part of this report as Annexure-V and the Secretarial Auditor''s certificate on the compliance of Corporate Governance thereon forms part of this report as Annexure-VI.
30. RELATED PARTY DISCLOSURE:
Related Party disclosure as mentioned in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to the report of Director herewith attached as Annexure VII.
31. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not covered under section 135 of Companies Act, 2013 hence details regarding policy on Corporate Social Responsibility is not applicable to the Company.
32. MAINTENANCE OF COST RECORDS:
The Company is not require to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.
33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Report on Management Discussion and Analysis Report as required under SEBI Listing Regulations is included in this Report. Certain statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.
34. DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:
There are no shares lying in the demat suspense account or unclaimed suspense account.
35. ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their gratitude for the unstinted commitment, dedication, hard work and significant contribution made by employees at all levels in ensuring sustained growth of the Company. Your Directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.
Place: Ahmedabad For and on behalf of the Board
Date: August 08, 2024
SD/- SD/-
Leena A. Shah Shalin Shah
Managing Director Director
DIN: 02629934 DIN: 00297447
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their Annual Report on the
business and operations of the Company and the Audited Accounts for the
Financial Year ended 31st March, 2015.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
Financial Results (Rs. in
Particulars Year ended Year ended
31/03/2015 31/03/2014
Total Revenue 677.01 2584.90
Expenditure 690.46 2589.18
Profit before Depreciation (13.45) (4.28)
Depreciation 4.22 23.68
Profit/(Loss) before Tax (17.67) (27.96)
Provision for Taxation
Income Tax -Â 0.03
Deferred Tax -Â -Â
Profit/(Loss) after Tax (17.67) (27.99)
2. PERFORMANCE:
Due to recession and acute competition in the Steel Industry,
Performance of your Company for the year under review was affected.
Income from tender support services reduced as compared to the previous
year and consequently profits for the year also diminished. The Board
of Directors of the Company is continuously making efforts for the
growth of the Company.
3. DIVIDEND:
Due to loss during the year, the Company is not able to declare
Dividend
4. SHARE CAPITAL:
At present, the Company has only one class of shares - equity shares
with face value of Rs. 10/- each. The authorized share capital of the
company is Rs. 19,00,00,000/- divided into 19,00,00,00 equity shares of
Rs. 10/- each. The paid up share capital of the company is Rs.
94,336,380/- divided into 94,336,38 equity shares of Rs. 10/- each.
5. DEPOSITS:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
6. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
During the period under review, several energy conservation initiatives
were adopted and were taken by the Company and its subsidiaries. There
are no plans to import any kind of technology for the project and hence
information regarding its absorption is not applicable. There was no
research activities carried out during the year as well as no foreign
exchange income or outgo during the year.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:
There were no such material changes occurred subsequent to the close of
the financial year of the Company to which the balance sheet relates
and the date of the report which can affect the financial position of
the Company.
8. SCHEME OF ARRANGEMENT:
Te High Court of Gujarat has passed order on 19/09/2014 for sanctioning
the Scheme of Arrangement between Lesha Industries Limited and ECS
Biztech Private Limited. Pursuant to Scheme of Arrangement between Lesha
Industries Limited and ECS Biztech Limited, becoming effective on
19/09/2014, the shareholders are allotted 27 new equity shares of the
Company for every 50 shares held on record date.
9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such Orders have been passed by the Regulators/Court or Tribunals
which can impact the going concern status and Company's operation in
future.
10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has Associate Company. Hence, details relating to Associate
Company are provided in Director Report.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans, Guarantees and Investments, if any covered under the
provisions of Section 186 of the Act are given in the notes to the
Financial Statements.
12. MEETING OF BOARD OF DIRECTORS:
During the year under the review, 7 (seven) Board meetings were held,
with gap between Meetings not exceeding the period prescribed under the
Companies Act, 2013 and Rules made thereunder. Details of Board and
Board committee meetings held during the year are given in the
Corporate Governance Report.
Board meeting dates are finalized in consultation with all directors
and agenda papers backed up by comprehensive notes and detailed
background information are circulated well in advance before the date
of the meeting thereby enabling the Board to take informed decisions.
The intervening gap between the Board Meetings was within the period
prescribed under the Companies Act, 2013.
13. EXTRACTS OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 is attached herewith as
ANNEXURE-II.
14. INSURANCE:
All the Properties of the Company are adequately insured.
15. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company which may have a potential conflict
with the interest of the Company at large and thus disclosure in Form
AOC-2 is not required. The Board has formulated Policy on Related Party
Transactions.
16. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and
non-executive directors including Independent Directors who have wide
and varied experience in different disciplines of corporate
functioning.
In accordance with the provisions of Section 152 of the Companies Act,
2013 and Articles of Association of the Company, Mr. Ashok C. Shah
(DIN: 02467830) retires by rotation at the ensuing Annual General
Meeting and being eligible in terms of Section 164 of the Act offers
himself for re-appointment.
The Company had, pursuant to the provisions of Clause 49 of the Listing
Agreements entered into with Stock Exchanges, appointed Mr. Hitesh M.
Donga (DIN: 03393396), Mrs. Dakshaben Dhirenbhai Bhatt (DIN: 03472634),
as an Independent Directors of the Company.
As per section 149(4) of the Companies Act, 2013 (Act), which came into
effect from 1st April, 2014, every listed public company is required to
have at least one-third of the total number of directors as Independent
Director. In accordance with the provisions of section 149 of the Act,
these Directors are being appointed as Independent Directors to hold
office as per their tenure of appointment mentioned in the Notice of
the forthcoming Annual General Meeting (AGM) of the Company.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
There is change in the constitution of Board of Directors during the
year Mrs. Dakshaben Dhirenbhai Bhatt was appointed on 30/03/2014 and
Mr. Keyoor Bakshi stepped down from the Board w.e.f. 30/03/2014.
As required under Section 203 of the Companies Act, 2013, the Company
has Mr. Shalin A. Shah under Key Managerial Personnel of the Company.
17. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement and Companies Act, 2013, the Board had carried out
performance evaluation of its own, the Board Committees and of the
Independent directors. Independent Directors at a separate meeting
evaluated performance of the Non-Independent Directors, Board as a
whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
* Knowledge and Skills
* Professional conduct
* Duties, Role and functions
(b) For Executive Directors:
* Performance as Team Leader/Member.
* Evaluating Business Opportunity and analysis of Risk Reward Scenarios
* Key set Goals and achievements
* Professional Conduct, Integrity
* Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
18. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration
Committee, formulated criteria for determining Qualifications, Positive
Attributes and Independence of a Director and also a Policy for
remuneration of Directors, Key managerial Personnel and senior
management.
19. MANAGERIAL REMUNERATION
The Company had not paid any remuneration to Executive Directors or any
sitting fees to Non-Executives Directors for attending any meetings
during the financial year ended 31st March, 2015.
20. INDEPENDENT DIRECTORS' MEETING:
Independent Directors of the Company had met during the year under the
review on 14/08/2014 and 14/02/2015.
21. COMMITTEES OF THE BOARD:
During the year, in accordance with the Companies Act, 2013, the Board
re-constituted some of its Committees and also formed a Nomination and
Remuneration Committee.
There are currently Three Committees of the Board, as follows:
Audit Committee
Nomination and Remuneration Committee Stakeholders' Relationship
Committee
Details of all the Committees along with their charters, composition
and meetings held during the year, are provided in the "Report on
Corporate Governance", a part of this Annual Report.
22. AUDITORS:
A. Statutory Auditors
M/s. Pradip B. Gandhi & Co., Chartered Accountants (Firm Registration
No.118674W) were appointed as Statutory Auditors of your Company at the
last Annual General Meeting held on 30th September, 2014 for a term of
five consecutive years. As per the provisions of Section 139 of the
Companies Act, 2013, the appointment of Auditors is required to be
ratified by Members at every Annual General Meeting.
The Company has obtained a written confirmation under section 139 of
the Companies Act, 2013 from M/s. Pradip B. Gandhi & Co., Chartered
Accountants, Ahmedabad (FRN 101895W) that their appointment, if made,
would be in conformity with the limits specified under the Act.
It is proposed to ratify the appointment M/s. Pradip B. Gandhi & Co.,
Chartered Accountants (Firm Registration No.ll8674W) to audit the
accounts of the Company for the financial year 2015-2016.
The Report given by the Auditors on the financial statements of the
Company is part of the Annual Report. The notes to the accounts
referred to in the Auditors' Report are self-explanatory and therefore
do not call for any further comments.
There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. Patel & Associates, Practicing Company
Secretaries, Ahmedabad to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is annexed herewith as Annexure
IV
There is no qualification, reservation or adverse remark in the report.
23. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Control System, commensurate with size,
scale and complexity of its operations. The internal financial
controls are adequate and are operating effectively so as to ensure
orderly and efficient conduct of business operations. The Company has
appointed M/s. Naimish K. Shah & Co., Chartered Accountant (FRN
106828W) as an Internal Auditors of the Company. The Audit Committee in
consultation with the internal auditors formulates the scope,
functioning, periodicity and methodology for conducting the internal
audit. The internal auditors carry out audit, covering inter alia,
monitoring and evaluating the efficiency & adequacy of internal control
systems in the Company, its compliance with operating systems,
accounting procedures and policies at all locations and submit their
periodical internal audit reports to the Audit Committee. Based on the
internal audit report and review by the Audit committee, process owners
undertake necessary actions in their respective areas. The internal
auditors have expressed that the internal control system in the Company
is robust and effective. The Board has also put in place requisite
legal compliance framework to ensure compliance of all the applicable
laws and that such systems are adequate and operating effectively.
24. RISK MANAGEMENT:
Company has implemented an integrated risk management approach through
which it reviews and assesses significant risks on a regular basis to
help ensure that there is a robust system of risk controls and
mitigation in place. Senior management periodically reviews this risk
management framework to keep updated and address emerging challenges.
Major risks identified for the Company by the management are Currency
fluctuation, Compliances of various applicable Laws, Regulatory
changes, Manufacturing & Supply, Litigation, Technological Changes and
new capital investments return. The management is however, of the view
that none of the above risks may threaten the existence of the Company
as robust Risk mitigation mechanism is put in place to ensure that
there is nil or minimum impact on the Company in case any of these
risks materialize.
25. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013 and revised
Clause 49 of the Listing Agreement, the Company has constituted a
Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism
for the directors and employees to report genuine concerns in such
manner as may be prescribed and to report to the management instances
of unethical behaviour, actual or suspected fraud or violation of the
Company's code of conduct.
26. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
27. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013 and to the best of their
knowledge and belief and according to the information and explanations
obtained by them, your Directors state that-
i. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii. The directors had 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 31st March, 2015 and of
the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 2013 and Rules made thereunder for
safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern
basis; and
v. The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
vi. The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
28. CORPORATE GOVERNANCE:
As required by the existing Clause 49(X) of the Listing Agreement
entered into with the Stock Exchanges, a detailed report on Corporate
Governance is given as a part of the Annual Report. The Company is in
full compliance with the requirements and disclosures that have to be
made in this regard. The Company Secretary's Certificate of the
compliance with Corporate Governance requirements by the Company is
attached to the Report on Corporate Governance. Report on Corporate
Governance is given elsewhere in this Annual Report, herewith attached
as ANNEXURE VI.
29. CORPORATE GOVERNANCE CERTIFICATE:
The Compliance certificate from the Company Secretary regarding
compliance of conditions of Corporate Governance as stipulated in
Clause 49 of the Listing agreement is appended to the report on
Corporate Governance., herewith attached as Annexure VII.
30. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given in Report on Corporate
Governance forming part of the Annual Report.
31. ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their gratitude for the
unstinted commitment, dedication, hard work and significant
contribution made by employees at all levels in ensuring sustained
growth of the Company. Your Directors also sincerely thank to all the
stakeholders, customers, vendors, bankers, business associates,
government, other statutory bodies and look forward to their continued
assistance, co-operation and support.
Place: Ahmedabad For and on behalf of the Board
Date: 14th August, 2015
SD/- SD/-
Shalin Shah Ashok Shah
Director Director
DIN:00297447 DIN:02467830
Mar 31, 2014
Dear Shareholders,
The Board of Directors have pleasure in presenting the Annual Report
together with Audited Accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS:
The Financial result for the year is as under:
(Rs. in lacs)
Particulars 2013-14 2012-13
Total Income 2584.90 2365.04
Expenditure 2589.18 2395.84
Profit before depreciation (4.28) (30.80)
Depreciation 23.68 8.68
Profit/(Loss) before Tax (27.96) (39.48)
Provision for Taxation
Income Tax 0.03 Â
Deferred Tax  Â
Profit/(Loss) after Tax (27.99) (39.48)
DIVIDEND:
Due to loss during the year, the Company is not able to declare
dividend.
PERSONNEL:
There are no employees drawing remuneration exceeding the limits
prescribed under Section - 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975.
STATUTORY INFORMATION:
Particulars of conservation of energy etc. u/s 217(1)(e) are not
applicable as the Commercial Production has not yet commenced. There
are no plans to import any kind of technology for the project and hence
information regarding its absorption is not applicable. There is no
foreign exchange income or outgo.
DIRECTORS:
Mr. Ashok C. Shah, Director of the company retires by rotation and
being eligible, offer himself for reappointment.
AUDITORS:
M/s. Shamik J. Divatia & Co, Chartered Accountants, Ahmedabad has not
furnished their willingness to be reappointed as Statutory Auditors'' of
the company. A special notice as required under Section 140(4)(i) of
the Companies Act, 2013 has been received from one the shareholder of
the company recommending the intention to recommend the appointment of
M/s. Pradip B. Gandhi & Co. Chartered Accountants, Ahmedabad as
Statutory Auditors of the Company at the forthcoming Annual General
Meeting.
The Company has received written certificate from M/s. Pradip B. Gandhi
& Co. Chartered Accountants, Ahmedabad as required under The Companies
(Audit & Auditors) Rules, 2014.
AUDITORS'' REPORT:
The observations made in the Auditors'' Report, read with the relevant
notes thereon are self-explanatory and therefore do not call for any
further comments under Section 217 of the Companies Act, 1956.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, Directors
confirm:
i) That, in the preparation of the annual accounts, the applicable
accounting Standards had been followed.
ii) That, 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 ended 31st
March, 2014 and of the profit or loss of the company for that year,
iii) That, the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities,
iv) That the directors have prepared the annual accounts on a going
concern basis.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement, a report on Corporate
Governance is given in Annexure - II. MANAGEMENT DISCUSSION &
ANALYSIS:
Management Discussion & Analysis is given separately and forms part of
this Annual Report.
ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation for whole
hearted Co-operation received from all the Employees of the company.
On behalf of Board of Directors
Date : 02/09/2014 Shalin A. Shah Ashok C. Shah
Place : Ahmedabad. Managing Director Director
Mar 31, 2012
The Board of Directors have pleasure in presenting the Annual Report
together with Audited Accounts for the year ended 31st March, 2012
FINANCIAL RESULTS:
The Financial result for the year is as under:
(Rs. in lacs)
Particulars 2010-11 2011-12
Total Income 14448.21 42898.89
Expenditure 14438.25 42939.20
Profit before depreciation 9.97 (40.31)
Depreciation 8.62 5.36
Profit/(Loss) before Tax 1.35 (45.67)
Provision for Taxation
- Income Tax 0.13 -
- Deferred Tax 2.40 1.91
Profit/(Loss) after Tax (1.17) (47.58)
DIVIDEND:
Due to loss during the year, the Company is not able to declare
dividend.
FINANCE:
During the year, the company has issued 25,37,000 equity Shares by way
of preferential allotment converting unsecured loans into equity shares
and by accepting cash against issue of such shares as per Securities
and Exchange Board of India (Issue and capital Disclosure Requirements)
Regulations, 2009 as amended from time to time ("SEBI ICDR
Regulations"). The company also increased its Authorised capital
from Rs. 1200 lacs to Rs. 1900 lacs.
PERSONNEL:
There are no employees drawing remuneration exceeding the limits
prescribed under Section - 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975.
STATUTORY INFORMATION:
Particulars of conservation of energy etc. u/s 217(1)(e) are not
applicable as the Commercial Production has not yet commenced. There
are no plans to import any kind of technology for the project and hence
information regarding its absorption is not applicable. There is no
foreign exchange income or outgo.
DIRECTORS:
Mr. Keyoor Bakshi, Director of the company retires by rotation and
being eligible, offer himself for reappointment.
AUDITORS:
M/s. Naimish K. Shah & Co, Chartered Accountants, Ahmedabad retires and
being eligible for reappointment, you are requested to appoint Auditors
for the current year.
AUDITORS' REPORT:
The observations made in the Auditors' Report, read with the relevant
notes thereon are self-explanatory and therefore do not call for any
further comments under Section 217 of the Companies Act, 1956.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, Directors
confirm:
i) That, in the preparation of the annual accounts, the applicable
accounting Standards had been followed.
ii) That, 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 ended 31st
March, 2012 and of the profit or loss of the company for that year,
iii) That, the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities,
iv) That the directors have prepared the annual accounts on a going
concern basis.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement, a report on Corporate
Governance is given in Annexure - II.
MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion & Analysis is given separately and forms part of
this Annual Report.
ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation for whole
hearted Co-operation received from all the Employees of the company.
On behalf of Board of Directors
Date : 03.09.2012 Shalin A. Shah Ashok C. Shah
Place : Ahmedabad. Managing Director Director
Mar 31, 2009
The Board of Directors have pleasure in presenting the Annual Report
together with Audited Accounts for the year ended 31st March, 2009
FINANCIAL RESULTS :
The Financial result for the year are as under:
(Rs. Rs lacs)
Particulars 2008-09 2007-08
Total Income 25.00 4.82
Expenditure 23.61 11.79
Profit/(Loss) before Tax 1.39 (6.97)
Provision for Taxation
- Income Tax - -
- Deferred Tax 0.97 1.67
Profit/(Loss) after Tax 0.42 (8.64)
DIVIDEND :
In view Of loss, the Board of Directors dc not recommend any dividend
during the year.
PERSONNEL:
There are no employees drawing remuneration exceeding the limits
prescribed under Section - 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975.
DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY ETC.:
The company has given priority for conservation of energy' and
absorption of technology. There is no Foreign exchange earnings and
outgo.
DIRECTORS:
Mr. Swetank M Patel , Director of the company retires by rotation and
being eligible, offer himself for reappointment.
AUDITORS :
M/s Naimesh K. Shah & Co, Chartered Accountants, Ahmedabad retires and
being eligible for reappointment, you are requested to appoint Auditors
for the current year.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant of Section 217(2AA) of the Companies Act, 1956, Directors
confirm :
i) That, in the preparation of the annual accounts, the applicable
accounting Standards had been followed.
ii) That, 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 ended 31st
March, 2009 and of the profit or loss of the company for that year,
iii) That, the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities,
iv) That, the directors have prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENTS :
Your Directors wish to place on record their appreciation for whole
hearted Co-operation received from all the Employees of the company.
ON BEHALF OF THE BOARD OF DIRECTORS
Date : 20.04.2009
Place: Ahmedabad.
DIRECTOR DIRECTOR
Mar 31, 2008
The Board of Directors have pleasure in presenting the Annual Report
together with Audited Accounts for the year ended 31st March, 2008
FINANCIAL RESULTS :
The Financial result for the year are as under:
(Rs. in lacs)
Particulars 2007-08 2006-07
Total Income 4.82 18.84
Expenditure 11.79 18.84
Profit/(Loss) before Tax (6.97) (0.003)
Provision for Taxation
- Income Tax - -
- Deferred Tax 1.67 2.19
Profit/(Loss) after Tax <8.64> (2.19)
DIVIDEND :
In view Of loss, the Board of Directors do not recommend any dividend
during the year.
PERSONNEL:
There are no employees drawing remuneration exceeding the limits
prescribed under Section - 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975.
DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY ETC.:
The company has given priority for conservation of energy and
absorption of technology. There is no Foreign exchange earnings and
outgo.
DIRECTORS:
Mr. Narendra S. Ayer, Director of the company retires by rotation and
being eligible, offer himself for reappointment.
AUDITORS :
M/s. Naimesh K. Shah & Co, Chartered Accountants, Ahmedabad retires and
being eligible for reappointment, you are requested to appoint Auditors
for the current year.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant of Section 217(2AA) of the Companies Act, 1956, Directors
confirm :
i) That, in the preparation of the annual accounts, the applicable
accounting Standards had been followed.
ii) That, 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 ended 31st
March, 2008 and of the profit or loss of the company for that year,
iii) That, the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities,
iv) That, the directors have prepared the annual accounts on a going
concern basis.
ACKNOWLEDGEMENTS :
Your Directors wish to place on record their appreciation for whole
hearted Co-operation received from all the Employees of the company.
ON BEHALF OF THE BOARD OF DIRECTORS
Date : 01.09.2008
Place: Ahmedabad.
DIRECTOR DIRECTOR
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