As on: Apr 20, 2024 04:31 PM
The Directors present their 53"dAnnual Report on the business and operations of the Company and the financial accounts for the year ended on 31stA March, 2023.
FINANCIAL RESULTS
DIVIDEND
Your Directors do not recommend any dividend on equity shares in view of the brought forward loss of earlier years incurred by the Company.
TRANSFER TO GENERAL RESERVE
In view of the carry forward loss, no amount has transferred to the General Reserve Account. The exceptional income received during the year has adjusted against the brought forward loss of earlier years.
OPERATION AND FUTURE OUTLOOK
During the year under review, the gross income has marginally increased from Rs. 1426.83 lakhs to Rs.1560.10 lakhs from the previous year registering increase of 9.34% in revenue. The Company has incurred operating loss of Rs. 0.66 lakhs from operating activities and with the exceptional income from sale of fixed assets, the total comprehensive income stood at Rs. 271.10 lakhs during the year. The management has taken measures to reduce cost of production and other related expenses.
Board of Directors, Board and Audit Committee Meetings:
Your Company's Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, the Listing Regulations and provisions of the Articles of Association of the Company. During the year under review, a total of four Meetings of the Board of Directors and four meetings of Audit Committee held and details of Meetings held during the financial year 2022-23 have been provided in the Corporate Governance Report which forms part of this Annual Report.
Mr. Ahmed H. Dawoodani and Dr. Akbarali G. Virani, the Directors of the Company shall retire by rotation at the forthcoming Annual General Meeting and offer them self for re-appointment. Mr. Pramod N. Manjrekar was appointed as Director on 17th August 2022 as Non-Executive Independent Director and resigned with effect from 21st April 2023. Mr. Zaryab Ahmed Sayyed was appointed as Non-Executive Independent Director with effect from 24th July 2023. Brief profile along with necessary disclosures of retiring Director and Director appointed has been annexed to the Notice convening the ensuing AGM and forms an integral part of this Annual Report. Your Board recommends reappointment of Mr. Ahmed H. Dawoodani and Dr. Akbarali Virani and Mr. Zaryab Ahmed Sayyed.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013.
Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32(7A)
The Company has not raised any funds through preferential allotment or qualified institutions placement during the year under review.
Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
There were no material changes and commitment affecting the financial position of the Company which have occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the Report.
Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future
Internal control systems and their adequacy
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Chairman.
The Company has obtained ISO 9001 certification and adheres to the Standard Operating Practices its manufacturing and operating activities.
The management of the Company evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the assessment, the management undertakes corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations with corrective actions thereon are presented to the Audit Committee of the Board.
Subsidiaries/ Joint Ventures
The Company does not have Subsidiary or Joint Ventures during the year under review.
Fixed deposit
The Company has not accepted Fixed Deposit and there no outstanding deposits payable by the Company.
Auditors & auditor's report
The five-year term of Auditors M/s. N.S. Shetty & Co., Chartered Accountants, is completing at the end of forthcoming Annual General Meeting. As per section 139 of the Companies Act, 2013, the Company propose to appoint M/s. R.A. Kuvadia & Co., Chartered Accountants, for five years from the completion of this Annual General Meeting.
The Notes on Financial Statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments. Annual Return
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as at March 31, 2022 can be accessed from the website of the Company at http://www.limechem.com.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo
Information as per Companies(Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in "Annexure A" forming part of this report.
Corporate Social Responsibility Initiatives
During the year under review, the Company is not falling within the prescribed threshold of paid up capital and net profits under Section 135 of the Companies Act, 2013, and not required to comply with the provisions of Corporate Social Responsibility.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration and Stakeholder's Grievance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
Nomination and Remuneration Committee
The Board has on the recommendation of the Appointment and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
Board and Audit Committee Meetings
During the year,four Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
Vigil Mechanism / Whistle Blower Policy
The Company has established a vigil mechanism to be known as the "Whistle Blower Policy" for its Directors and employees to report instances of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.
The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading under Securities and Exchange Board of India (Insider Trading) Regulation 2015 with a view to regulate trading in securities by the Directors, designated employees and their immediate relatives and other connected persons. The Code requires pre-clearance for dealing in the 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. All the members of the Board and designated employees have confirmed compliance with the Code.
Policy on prevention of sexual harassment of women at workplace
The Company has adopted a Policy under the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Your Company is committed to provide asafe and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and important part of the Organization.
An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. All employees (permanent, contractual, temporary, trainees) are covered under this policy, which also extends to cover all women stakeholders of the Company.
The following is a summary of sexual harassment complaints received and disposed off satisfactorily during the financial year ended March 31, 2023:
• Number of complaints received: Nil
• Number of complaints disposed off : Nil Particulars of loans, guarantees or investments
The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by the Company are given in the notes to the financial statements.
Related Party Transactions
During the financial year ended 31st March 2023, all transactions with the Related Parties as defined under the Companies Act, 2013 read with Rules framed thereunder were in the ordinary course of business and at arm's length basis. During the year under review, your Company does not have a 'Material Subsidiary' as defined under Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ['Listing Regulations'].
All Related Party Transactions of your Company had prior approval of the Audit Committee, the Board of Directors and by the Members through the special resolution passed, as required under the Listing Regulations. There has been no materially significant Related Party Transactions having potential conflict with the interest of the Company during the year under review.
All Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arm's length basis, therefore details required to be provided in the prescribed Form AOC - 2 is not applicable to the Company. Necessary disclosures required under the Ind AS 24 have been made in the Notes to the Financial Statements for the year ended on 31st March, 2023.
Secretarial Audit
Mr. Nuren Lodaya of Hariharan &Associates, Practicing Company Secretaries have undertaken the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure-B", which is self-explanatory.
Risk Management Policy
Pursuant to Section 134(3) (n) of the Companies Act, 2013 and SEBI Listing Regulations, the Company has constituted a business risk management committee. The details of the Committee and its terms of reference are set out in the corporate governance report forming part of the Board report. At present the Company has not identified any element of risk which may threaten the existence of the Company.
Corporate Governance
The Report on Corporate Governance along with a certificate of compliance from the Secretarial Auditors and Management Discussion and Analysis Report forms part of this Report.
Director's responsibility statement
The Board of Directors of your Company confirms that:
i) in the preparation of the annual accounts, the applicable Accounting Standards have 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 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
iv) the Directors have prepared the Annual Accounts on a going concern basis; and
v) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effectively.
Particulars of employees
The Company did not have any employee falling within the purview of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of
Companies (Appointment and Remuneration of Managerial Persons Rule 2014).
INDUSTRIAL RELATIONS
The Industrial Relations continued to be cordial during the year under review.
ACKNOWLEDGEMENT
The Directors wish to place on record their sincere appreciation for the continued co-operation by the Company's Bankers and the support
given by the Company's valued customers. The Board also express its sincere appreciation to the commitment and dedicated employees
at all levels. Last but not least the Board places on record their gratitude to the Investors, Clients and Shareholders of the Company.