Dear Members,
Your directors are pleased to present 29th Annual Report of the Company on
the business and operations of the Company and the Audited Accounts for the Financial Year
ended 31st March, 2023.
FINANCIAL SUMMARY
|
|
(Rs. in Lakh) |
Particulars |
2022-23 |
2021-22 |
Revenue from Operations |
20,216.41 |
13,747.14 |
Other Income |
114.46 |
134.89 |
Total Income |
20,330.87 |
13,882.03 |
Total Expenses |
19,678.43 |
13,516.10 |
Net Profit before Exceptional Items and Tax |
652.44 |
365.93 |
Exceptional Items |
- |
- |
Profit Before Tax |
652.44 |
365.93 |
Tax Expenses |
139.45 |
115.38 |
Profit After Tax |
512.99 |
250.55 |
Other comprehensive income (Net of Tax) |
4.31 |
918.18 |
Total Comprehensive Income for the year |
517.30 |
1,168.72 |
Earnings Per Equity Share (in ') |
3.72 |
1.83 |
The audited standalone financial statements of the Company as on March 31, 2023,
prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") and provisions of the Companies Act, 2013, forms part of this Annual
Report.
RESULT OF OPERATIONS AND STATE OF COMPANIES AFFAIRS
The key highlights of the Company's financial performance during the FY2023 are given
below:
Revenue from operations is Rs.20,216.41 Lakh as compared to Rs.13,747.14 Lakh
during the previous year.
Profit After Tax for the period of Rs.512.99 Lakh as compared to the profit of
Rs.250.55 Lakh in the previous year.
CHANGE IN NATURE OF BUSINESS, IF ANY
During the year, there is no change in the nature of the business of the Company.
SHARE CAPITAL
There were changes in the Company's share capital during the year mentioned as below:
AUTHORISED SHARE CAPITAL
The Company has increased its Authorised Share Capital from Rs.15,00,00,000/- (Rupees
Fifteen Crore) comprising of 1,50,00,000 (One Crore Fifty Lakh Equity Shares) to
Rs.20,00,00,000/- (Rupees Twenty Crore) comprising of 2.00. 00.000 (Two Crore) Equity
Shares of Rs.10/- (Rupees Ten) in the Annual General Meeting held on 29th
September, 2022.
At end of the FY2023, Authorised Share Capital of the Company is Rs.20,00,00,000/-
(Rupees Twenty Crore), 2.00. 00.000 (Two Crore) Equity Shares of 10/- (Rupees Ten).
PAID UP CAPITAL
During the Financial Year, the Company has allotted 19,86,000 equity shares of Rs.10
each on 23rd February 2023, 10th March, 2023 and 29th
March, 2023 towards conversion of warrants issued on preferential basis.
As a result of the above allotment the paid-up capital of the Company as at the end of
the FY2023 increased from Rs.13,67,87,990/- (1,36,78,799 equity shares of face value of
Rs.10/- each fully paid up) to Rs.15,66,47,990/- (1,56,64,799 equity shares of face value
of Rs.10/- each fully paid up).
PREFERENTIAL ISSUE
Pursuant to the approval of the Board at its meeting held on 16th September,
2022 and approval of the members of the Company at their Extra-Ordinary General Meeting
('EGM') held on 12th October, 2022, upon receipt of 25% of the issue price per
warrant (i.e., Rs.13 per warrant) as upfront payment ("Warrant Subscription
Price"), the Company, on 11th November, 2022 has allotted 40,00,000 (Forty
Lakh) warrants, on preferential basis to the Promoter/Promoter Group of the Company and
certain identified non-promoter persons/ entity, at a price of Rs.52 each payable in cash
("Warrant Issue Price"). Each warrant, so allotted, is convertible into one
fully paid-up equity share of the Company having face value of Rs.10 (Rupees Ten only)
each in accordance with the provisions of Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, on payment of the balance
consideration of Rs.39 per warrant ("Warrant Exercise Price"), being 75% of the
issue price per warrant from the Allottees pursuant to exercise of conversion option
against each such warrant, within 18 months from the date of allotment of warrants.
Subsequently the Company on 23rd February 2023, 10th March, 2023
and 29th March, 2023 upon receipt of balance 75% of the issue price (i.e.,
Rs.39 per warrant) for 19,86,000 warrants, has allotted equal no. of fully paid-up equity
shares against conversion of said warrants exercised by the warrant holder.
At the end of the FY2023, For the remaining 20,14,000 warrants, the respective
allottees have not yet exercised their option for conversion of the warrants into equity
shares and accordingly, balance 75% money towards such remaining warrants is yet to be
received.
The details of utilization of funds are given hereunder:
Particulars |
Amount in Lakhs |
Funds raised through allotment of 40,00,000 warrants on 11th November, 2022
(A) |
520.00 |
Funds raised through allotment of 5,30,000 fully paid-up equity shares against
conversion of equal number of warrants on 23rd February, 2023 (B) |
206.70 |
Funds raised through allotment of 7,45,000 fully paid-up equity shares against
conversion of equal number of warrants on 10th March, 2023 (C) |
290.55 |
Funds raised through allotment of 7,11,000 fully paid-up equity shares against
conversion of equal number of warrants on 29th March, 2023 (D) |
277.29 |
Total Funds raised till 31st March 2023 (A+B+C+D) |
1294.54 |
Funds utilized during the year ended 31st March 2023 |
1294.54 |
There is no deviation or variation in the use of proceeds from the preferential issue
of warrants, from the objects as stated in the Explanatory Statement to the Notice of the
EGM dated 12th October, 2022.
DIVIDEND
The Board at its meeting held on May 23, 2023 has recommended a final dividend of
Rs.0.25/- per fully paid-up equity share i.e., 2.50% which is subject to the approval of
members at the ensuing Annual General Meeting. The dividend, if declared, by the Members
at the forthcoming Annual General Meeting (AGM) shall be paid to the eligible Members.
The Register of Members and Share Transfer Books of the Company will remain closed for
the purpose of payment of dividend for the financial year ended 31st March 2023
and Book closure date has been indicated in the Notice convening 29th AGM.
Pursuant to the provisions of Income-tax Act, 1961, the dividend paid or distributed by
a company shall be taxable in the hands of the shareholders. Accordingly, in compliance
with the said provisions, your Company shall make the payment of the dividend after
necessary deduction of tax at source at the prescribed rates, wherever applicable. For the
prescribed rates for various categories, the shareholders are requested to refer to the
Income tax Act, 1961 and amendments thereof.
RESERVES AND SURPLUS
During the current financial year, the Company has not transferred any amount to the
General Reserve.
MATERIAL CHANGES EFFECTING FINANCIAL POSITIONS OF THE COMPANY
The Company on 12th June, 2023 upon receipt of balance 75% of the issue
price (i.e., Rs.39 per warrant) for 6,66,500 warrants, has allotted equal no. of fully
paid-up equity shares against conversion of said warrants exercised by the warrant holder.
As a result of the above allotment the paid-up capital of the Company as at the time of
signing the Board Report increased from Rs.15,66,47,990/- (1,56,64,799 equity shares of
face value of Rs.10/- each fully paid up) to Rs.16,33,12,990/- (1,63,31,299 equity shares
of face value of Rs.10/- each fully paid up).
Apart from the above, in pursuance to section 134(3)(L) of the Act, no material changes
and commitments have occurred after the closure of the financial year to which the
financial statements relate till the date of this report, affecting the financial position
of the Company.
INVESTOR EDUCATION AND PROTECTION FUND
There is no such amount lying with the company and remained unclaimed which is required
to be transferred to the Investor Education and Protection Fund of the Central Government.
RISK MANAGEMENT
Risk management is integral to your Company's strategy and to the achievement of
long-term goals. Our success as an organization depends on our ability to identify and
exploit the opportunities generated by our business and the markets, we operate in. In
doing this we take an embedded approach to risk management which puts risk and opportunity
assessment at the core of the Board's agenda.
The Board of Directors is overall responsible for identifying, evaluating and managing
all significant risks faced by the Company. The Risk Management Policy approved by the
Board acts as an overarching statement of intent and establishes the guiding principles by
which key risks are managed across the Organization. The Board monitors and reviews the
implementation of various aspects of the Risk Management policy and Company's management
of key risks, including strategic and operational risks, as well as the guidelines,
policies and processes for monitoring and mitigating such risks under the aegis of the
overall Business Risk Management Framework. The Company follows well established and
detailed risk assessment and minimization procedures, which are periodically reviewed by
the Board. The Company's Business Risk Management Framework helps in identifying risks and
opportunities that may have a bearing on the organization's objectives, assessing them in
terms of likelihood and magnitude of impact and determining a response strategy.
At present the company has not identified any element of risk which may threaten the
existence of the company.
DIVIDEND DISTRIBUTION POLICY
The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") is not
applicable to our company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Our Company has an effective internal control and risk- mitigation system, which are
constantly assessed and strengthened with new/revised standard operating procedures. The
Company's internal control system is commensurate with its size, scale and complexities of
its operations. The main thrust of internal audit is to test and review controls,
appraisal of risks and business processes, besides bench marking controls with best
practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the Internal Control Systems and suggests improvements to strengthen the
same. The Company has a robust Management Information System which is an integral part of
the control mechanism.
The Audit Committee of the Board of Directors and the Statutory Auditors are
periodically apprised of the internal audit findings and corrective actions taken.
Significant audit observations and corrective actions taken by the management are
presented to the Audit Committee of the Board.
To maintain its objectivity and independence, the Internal Audit function reports to
the Chairman of the Audit Committee.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Retire by rotation
Mr. Pramod Kumar Agrawal (DIN-00108167), Director retires by rotation and being
eligible, offers himself for reappointment, in accordance with the provisions of Section
152 of the Companies Act, 2013 and Articles of Association of the Company. A Resolution
seeking shareholders' approval for his re-appointment along with other required details
forms part of the Notice.
Re-appointment
Following directors also seek re-appointment at the ensuing AGM and their
re-appointments are recommended by the Board:
Mr. Naresh Kumar Agarwal as the Whole Time Director
Independent Directors
The Company has received the necessary declarations from each of the Independent
Directors of the Company under Section 149(7) of the Act and Regulation 25 of the Listing
Regulations, confirming that they meet with the criteria of independence as laid down in
Section 149(6) of the Act, along with Rules framed thereunder and Regulation 16(1) (b) of
the Listing Regulations. There has been no change in the circumstances affecting their
status as Independent Directors of the Company.
None of the Directors disqualifies for appointment/ reappointment under Section 164 of
the Companies Act, 2013.
Changes in Board Composition & Key Managerial Personnel
During the period Ms. Madhuri Sain has appointed as Company Secretary of the
Company w.e.f. 01.04.2022 and also resigned from the post of the Company Secretary of the
Company w.e.f. 30.06.2022 and in the place of her, Ms. Ritika Poddar has appointed as
Company Secretary of the Company w.e.f. 01.07.2022.
Demised of Mr. Ramesh Chand Agrawal (DIN: 00108287) Chairman of the Company on
15.09.2022.
Mr. Pramod Kumar Agarwal (DIN: 00108167) appointed as an executive director of
the Company and Mr. Sandeep Kumar Jain (DIN: 01116047), Mr. Saral Sudhir Saraf (DIN:
08216764) appointed as a non-executive independent director of the Company w.e.f.
29.09.2022.
Mr. Radhey Shyam Gemini (DIN: 00108706) and Mr. Sunil Agarwal (DIN: 02587959)
resigned from the directorship of the Company w.e.f. 30.09.2022.
During the financial year 2022-23, the constitution of the Board complies with the
requirements of the Act, and the SEBI Listing Regulations.
There were no changes in Key Managerial Personnel of your Company during the financial
year 2022-23 other than disclosed above.
PRESENT BOARD STRUCTURE OF THE COMPANY AT THE TIME OF SIGNING BOARD REPORT
Raj Kumar Agarwal |
Managing Director |
Pramod Kumar Agarwal |
Executive Director |
Naresh Kumar Agarwal |
Whole Time Director |
Saral Sudhir Saraf |
Non-Executive Independent Director |
Preeti Goyal |
Non-Executive Independent Director |
Sandeep Kumar Jain |
Non-Executive Independent Director |
Rakesh Kumar Soni |
Chief Financial Officer (CFO) |
Sanjay Kumar Agarwal |
Chief Executive Officer (CEO) |
Ritika Poddar |
Company Secretary & Compliance officer |
BOARD MEETINGS
The Board met Twenty Three times during Financial Year, the details of which are given
in the Corporate Governance Report that forms part of this Annual Report. The intervening
gap between any two consecutive meetings was within the period prescribed by the Companies
Act, 2013, SEBI (LODR) 2015 and Secretarial Standard-1 (SS-1).
BOARD EVALUATION / PERFORMANCE EVALUATION
The, Board of Directors has carried out an annual evaluation of its own performance
board committees and individual Directors 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. The performance of
the Board was evaluated by the Board after seeking inputs from all the Directors on the
basis of the criteria such as the Board composition and structure, effectiveness of board
processes, information and functioning etc. The performance evaluation of the Executive
Directors and Non-Executive Directors was carried out by the Independent Directors.
The Board's functioning was evaluated on various aspects, including inter alia degree
of fulfilment of key responsibilities, Board structure and composition, role and
accountability, management oversight, risk management, culture and communication,
frequency and effectiveness of meetings.
The Board of Directors expressed their satisfaction with the evaluation process.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The criteria for Directors' appointment have been set up by the Nomination and
Remuneration Committee, which includes criteria for determining qualifications, positive
attributes, independence of a Director and other matters provided under Sub section (3) of
Section 178 of Companies Act, 2013 ("the Act"). The policy on remuneration and
other matters provided in Section 178(3) of the Act has been disclosed in the Corporate
Governance Report and the Policy is available on the Company's website at
www.leharfootwear.com. It is affirmed that the remuneration paid to the directors is as
per the terms set out in the Nomination & Remuneration Policy of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Vigil Mechanism/Whistle Blower Policy in
conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations,
to report concerns about unethical behaviour and to deal with instances of fraud and
mismanagement, if any. The same has also been displayed on the website at
www.leharfootwear com of the Company.
HUMAN RESOURCE MANAGEMENT, HEALTH AND SAFETY
During the year, the Company had cordial relations with workers, staff and officers.
The shop floor management is done through personal touch, using various motivational tools
and meeting their training needs requirements. The company has taken initiative for safety
of employees and implemented regular safety audit, imparted machine safety training,
wearing protective equipment, etc. The Company believes in empowering its employees
through greater knowledge, team spirit and developing greater sense of responsibility.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place a policy on Gender Equality, Gender Protection, Prevention of
Sexual Harassment and Redressal System in line with the requirements of the Sexual
Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013. All
employees (permanent, contractual, temporary, trainees) are covered under this policy. The
Company has also constituted an internal committee to consider and address sexual
harassment complaints in accordance with the Sexual Harassment of women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
No complaints pertaining to sexual harassment were received and/ or disposed of during
FY 2022-23.
PARTICULARS OF EMPLOYEES
The information and disclosure required under Section 197(12) of the Act read with Rule
5(1), 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the
time being in force), in respect of Directors and Employees of your Company is set out in Annexure
- I to this report.
COMMITMENT TO QUALITY AND ENVIRONMENT
Your Company recognizes quality and productivity as a prerequisite for its operations
and has implemented ISO 9001, ISO 45001 and ISO 14001. Continuous efforts to preserve the
environment are pursued.
CORPORATE SOCIAL RESPONSIBILITIES (CSR)
As per Provisions of Section 135 of the Company Act 2013, and rules made there under,
the CSR is not applicable on your company for the FY2023.
COMMITTEES OF THE BOARD
As on March 31, 2023, the Board had following committees:
Audit committee,
Nomination and Remuneration Committee, and
Stakeholders Relationship Committee.
All committees were mixture of executive and non-executive directors and Chairperson of
every committee was a non-executive independent director. During the year, all
recommendations made by the committees were approved by the Board. A detailed note on the
composition of the Board and its committees is provided in the corporate governance
report.
AUDITORS AND AUDIT REPORT Statutory Auditor
M/s A. Bafna & Co. Chartered Accountants (Firm Registration No.003660C), Jaipur,
appointed as the statutory auditors of the Company, in the Annual General Meeting held on
29.09.2022 for a term of five consecutive years, from the conclusion of the twenty-eight
Annual General Meeting held in the year 2022 till the conclusion of the thirty-three
Annual General Meeting to be held in the year 2027.
There are no qualifications, adverse remarks reservations or disclaimer made by M/s A.
Bafna & Co. Statutory Auditors, in their report for the financial year ended March 31,
2023. The notes to the Accounts referred to in the Auditor's Report are self-explanatory
and therefore do not call for any further explanation and comments.
Secretarial Auditor
During the Financial Year M/s Naredi Vinod & Associates, Practicing Company
Secretaries resigned from the post of Secretarial Auditor and in his place Mr. Gaurav
Goyal, Practicing Company Secretary appointed as a Secretarial Auditor for the period of
FY2023.
Pursuant to Section 204(1) of the Act, the Secretarial Audit Report for the financial
year ended March 31, 2023 issued by Mr. Gaurav Goyal is attached as Annexure-II to
this Board's Report. The Secretarial Audit Report does not contain any qualification or
reservation or adverse remark or disclaimer.
The Company has undertaken an Annual Secretarial Compliance Audit for the financial
year 2022-23 pursuant to Regulation 24A (2) of the SEBI Listing Regulations. The Annual
Secretarial Compliance Report for the financial year ended 31st March 2023 has
been submitted to the Stock Exchanges and the said report may be accessed on the Company's
website at www.leharfootwear.com.
Internal Auditor
The Board has appointed M/s Garg Vipin & Company, Chartered accountants, to conduct
the Internal Audit for the financial year 2022-23. The Internal Audit Report for the
financial year ended March 31, 2023 has submitted by auditor to Board of the Company. The
Internal Audit Report does not contain any qualification or reservation or adverse remark
or disclaimer.
The Audit Committee of the Board of Directors, Statutory Auditors and the Key
Managerial Personnel are periodically apprised of the internal audit findings and
corrective actions taken. Audit plays a key role in providing assurance to the Board of
Directors. Significant audit observations and corrective actions taken by the management
are presented to the Audit Committee of the Board. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee.
Cost Records and Cost Audit
Provisions of Section 148 of the Companies Act, 2013 regarding maintenance of cost
records and audit thereof is not applicable to your Company.
Company is engaged in manufacture of products under category of product code 64 i.e.,
Footwear which is not falling under table of regulated sectors or non-regulated sectors as
per the notification issued by the Ministry of Corporate Affairs dated 14.07.2016,
therefore it is exempt from maintaining any cost records and exempt from requirement of
audit of cost records.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, none of the auditors have reported any instances of fraud
committed against the Company as required to be reported under Section 143 (12) of the
Act.
LOANS AND INVESTMENTS BY THE COMPANY
The Company has not given any loans, guarantees or securities during the year that
would attract the provisions of Section 185 of the Act. The particulars of loans,
guarantees and investments of the company as per Section 186 of the Act by the Company,
have been disclosed in the financial statements of the company.
DEPOSITS
During the financial year under review, your Company has neither invited nor accepted
or renewed any fixed deposit from public, shareholders or employees and no amount of
principal or interest on deposits from public is outstanding as at the Balance Sheet date
in terms of provisions of section 73 to 76 of the Act read with the Companies (Acceptance
of Deposits) Rules, 2014.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company as on
March 31, 2023.
RELATED PARTY TRANSACTIONS
During the financial year ended March 31, 2023, all transactions with the Related
Parties as defined under the Act read with Rules framed thereunder, were in the ordinary
course of business and at arm's length basis. 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 (as amended) (the "Listing
Regulations").
During the year under review, your Company did not enter into any Related Party
Transaction which requires prior approval of the Members of your Company. All Related
Party Transactions entered into by your Company had prior approval of the Audit Committee
and the Board of Directors, as required under the Listing Regulations. Subsequently, the
Audit Committee and the Board have also reviewed the Related Party Transactions. During
the year under review, there have been no materially significant Related Party
Transactions having potential conflict with the interest of your Company. Since 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 are not applicable to your Company. Necessary disclosures
required under the Ind AS 24 have been made in Notes of the Financial Statements for the
financial year ended March 31, 2023.
CONSERVATION OF ENERGY, TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology
absorption, foreign exchange earnings and outgo, are given in Annexure-III and
forms an integral part of this Report.
ANNUAL RETURN
As required under Section 92(3) read with section 134(3) (a) of the Companies Act 2013
read with rule 12 of the Companies (Management and Administration) Rules, 2014 including
amendments thereunder, the Annual Return filed with the Ministry of Corporate Affairs
(MCA) for the FY2022 is available on the www.leharfootwear.com and the Annual Return for
FY2023 will be made available on the website of the Company once it is filed with the MCA.
LISTING
The Company's 1,56,64,799 equity share of Rs.10 each as on 31st March, 2023
are listed with the BSE Limited. The Company has paid the annual listing fees to stock
exchange.
DEMATERIALISATION OF SHARES
The shares of your Company are being traded in electronic form and the Company has
established connectivity with both the depositories i.e., National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the
numerous advantages offered by the Depository system, Members are requested to avail the
facility of dematerialization of shares with either of the Depositories as aforesaid. As
on March 31, 2023 99.99% of the share capital stands dematerialized.
The Company's equity shares are compulsorily required to be traded in dematerialised
form; therefore, Members are advised to speed up converting the physical shareholding into
dematerialised form through their DP(s).
CORPORATE GOVERNANCE
Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, report on the Corporate Governance along with
a certificate from Practicing Company Secretary is annexed herewith and marked as Annexure
IV forming part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In Compliance with Regulation 34 of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, a separate section on Management Discussion and Analysis
as approved by the Board of Directors, forms part of this Annual Report.
BUSINESS RESPONSIBILITY REPORT
As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges,
the disclosure of Report under of Regulation 34(2) of the Listing Regulations is not
applicable to the Company for the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanation
obtained by them, in terms of section 134(3) (c) your directors confirm that:
a) in the preparation of Annual Accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
b) appropriate accounting policies have been selected and applied consistently and have
made judgments and estimates that are reasonable and prudent so as to give a true &
fair view of the state of affairs of the Company as at March 31, 2023;
c) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) the Annual Accounts have been prepared on a going concern basis;
e) internal financial controls have been laid down to be followed by the company and
such internal financial controls are adequate and were operating effectively;
f) proper system has been devised to ensure compliance with the provision of all
applicable law and that such system was adequate and operating effectively.
INTERNAL FINANCIAL CONTROL
The Company has adequate system of internal control/ Internal Finance Control to
safeguard and protect from loss, unauthorized use or disposition of its assets. All the
transactions are properly authorized, recorded and reported to the Management. The report
on Internal Financial Control forms part of Independent Audit report.
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. The said Code is available on the website of the Company at
www.leharfootwear.com.
All Directors on the Board and the designated employees have confirmed compliance with
the Code.
SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT
There are no significant and material order passed by the Regulators/ court that would
impact the going concern status of the company and its future operations.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC, 2016) DURING THE YEAR ALONG WITH STATUS AT THE END OF THE
FINANCIAL YEAR
The Company has not made any application nor any proceeding is pending against the
company under IBC, 2016.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
ALONG WITH REASONS THEREOF
Since the Company has not entered into any One Time Settlement with Banks or Financial
Institutions, furnishing details in this regard, is not applicable.
STATUTORY COMPLIANCE
The Company has complied with all the statutory requirements. The Company ensures
compliance of the Companies Act, 2013; SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 and various statutory authorities on quarterly basis in
the Board Meeting.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standard 1(SS-1) relating to the meetings
of the Board of Directors and Secretarial Standard 2 (SS-2) relating to the General
meetings issued by the Institute of Company Secretarial of India and approved by the
Central Government.
CAUTIONARY STATEMENT
Statements in this report, describing the Company's objectives, expectations and/or
anticipations may be forward looking within the meaning of applicable Securities Law and
Regulations. Actual results may differ materially from those stated in the statement.
Important factors that could influence the Company's operations include global and
domestic supply and demand conditions affecting selling prices of finished goods,
availability of inputs and their prices, changes in the Government policies, regulations,
tax laws, economic developments within the country and outside and other factors such as
litigation and industrial relations. The Company assumes no responsibility in respect of
the forward-looking statements, which may undergo changes in future on the basis of
subsequent developments, information or events.
GREEN INITIATIVES & ACKNOWLEDGEMENT
As a responsible corporate citizen, the Company supports the 'Green Initiative'
undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic
delivery of documents including the Annual Report etc. to Members at their e-mail address
registered with the Depository Participants ("DPs") and RTAs. To support the
'Green Initiative', Members who have not registered their email addresses are requested to
register the same with the Company's Registrar and Share Transfer Agent
("RTAs")/ Depositories for receiving all communications, including Annual
Report, Notices, Circulars, etc., from the Company electronically. Pursuant to the MCA
Circular No. 10/2022 dated 28th December 2022 and SEBI Circular dated 05th
January 2023, the Annual Report of the Company for the financial year ended 31st
March 2023 including therein the Audited Financial Statements for the financial year
2022-23, are being sent only by email to the Members.
Your directors wish to place on record their sincere appreciation for the continued
support and cooperation extended to the Company by its bankers, customers, vendors,
suppliers, dealers, investors, business associates, all the stakeholders, shareholders,
debenture holders and various departments of the State and the Central Government.
Your directors appreciate and value the contribution made by every member of the Lehar
family.
By the order of the Board |
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For Lehar Footwears Limited |
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Raj Kumar Agarwal |
Naresh Kumar Agarwal |
Managing Director |
Whole Time Director |
Din: 00127215 |
Din: 00106649 |
Date: 01.09.2023 |
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Place: Jaipur |
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