The Directors of your Company with immense pleasure, presenting the 16th Annual Report on the business and operation of the company together with Audited Financial Statements of Accounts and the Auditors Report of your Company for the Financial Year ended on 31st March, 2024.
FINANCIAL HIGHLIGHTS:
The Company's financial performance for the year ended 31st March, 2024 is summarized below:
|
(Amount in lakhs]
|
|
Particulars
|
As on 31.03.2024
|
As on 31.03.2023
|
|
Sales/Income from Business operations (Gross)
|
11796.82
|
10097.76
|
|
Other Income .
|
54.28
|
109.15
|
|
Total Revenue
|
11851.10
|
10206.91
|
|
Less: Total Expenses
|
13406.87
|
11363.84
|
|
Profit/(Loss) before exceptional and tax
|
(1555.77)
|
(1156.93)
|
|
Exceptional items/ Prior period ltem (Gain)/Loss
|
36.63
|
-
|
|
Profit/(Loss) before Tax
|
(1592.40)
|
(1156.93)
|
|
Less: Current tax expense for current year
|
-
|
-
|
|
Less: Deferred tax
|
(65.54)
|
(25.80)
|
|
Less: MAT Credit Entitlement
|
-
|
-
|
|
Less: Earlier Year
|
-
|
-
|
|
Net Profit/ (Loss) after Tax for the year
|
(1657.94)
|
(1182.73)
|
|
Earnings per share (Basic)
|
(8.44)
|
(6.16)
|
|
Earnings per share (Diluted)
|
(8.44)
|
(6.16)
|
STATE OF COMPANY'S AFFAIRS
The financial statements for the financial year ended on March 31, 2024 and March 31, 2023 have been prepared as prescribed under the Companies Act, 2013 read with rules framed thereunder ("Act").
During the financial year 2023-24, the total revenue was Rs. 11851.10 Lakhs as compared to Rs. 10206.91 Lakhs in the previous financial year 2022-23.
The Company has incurred a loss after tax of Rs. 1657.94 Lakhs as compared to the previous financial year loss after tax of Rs. 1182.73 Lakhs.
Your management is striving hard to address all the issues coming in the company and is confident that new strategies now being pursued by the company to focus on low cost tiles is appropriate for achieving the desired result. Your company is hopeful for the much better performance in the current financial year.
TRANSFER TO RESERVES
The board of Directors of the company has not transferred any amount to its Reserve & Surplus during the Financial Year 2023-24.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature of business of the company.
COST AUDIT
The provision of section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable to the Company.
SHARE CAPITAL AND OTHER CHANGES
During the Financial Year 2023-24, the share capital of the company is as follows: -
1. Authorized Share Capital
As on date of this report the Authorised Share Capital of the company is Rs. 22.00 Crores divided into 2,20,00,000 equity shares of Rs. 10/- each.
2. Preferential Issue
On 20.10.2023 the company has allotted 10,00,000 (Ten Lacs) equity shares of face value of Rs. 10/- (Rupees Ten Only) each, at a price of Rs. 54/- per equity share (including a premium of Rs.44/- per Equity Share) upon conversion of loan as per resolution passed by the member for conversion of unsecured loan into equity shares on preferential basis in the the Annual General Meeting held on 29.09.2023 as under:
|
Sr.
No.
|
Name of the Allottees
|
No. of Equity Shares to be issued
|
Total Amount (in Rs.)
|
|
1.
|
Anilbhai Babubhai Detroja
|
500000
|
27000000
|
|
2.
|
Nilesh Babubhai Detroja
|
200000
|
10800000
|
|
3.
|
Hitesh Babulal Detroja
|
200000
|
10800000
|
|
4.
|
Babulal MahadevbhaiDetroja
|
100000
|
5400000
|
| |
TOTAL
|
1000000
|
54000000
|
Accordingly, the paid up capital of the company has increase from Rs. 1919.07 Lakhs to Rs. 2019.07 lakhs during theF. Y. 2023-24.
3. Right Issue
During the year company has not increased its issued and paid-up Equity Share Capital by making any right issue of shares.
4. Bonus Issue
During the Financial Year no shares were issued to existing shareholders as Bonus Shares under any Bonus Issue.
5. Issue of Equity Shares with Differential Rights
Company does not have Equity Shares with differential rights and have not issued any shares with differential rights during the financial year 2023-24.
6. Issue of Sweat Equity Shares
During the Financial Year no shares were issued as Sweat Equity Shares under any Scheme.
7. Issue of Employee Stock Options
During the Financial Year no shares were issued under any Scheme of Employee Stock Option.
8. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees
There was no provision made of the money by the company for purchase of its own shares by employees or by trustees for the benefit of employees or by trustees for the benefit of employees.
9. Splitting/Subdivision of shares
No splitting/ subdivision of shares was done during the financial year 2023-24.
10. Further Issue of Shares Through Public Offer and Listing of Shares
No further issue of shares was done during the financial year 2023-24.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection fund (IEPF).
DEPOSITS
Company has complied with section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for re-payment. Hence the requirement of furnishing the details of the deposits which are not in compliance with chapter V of the Act is not applicable.
DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET RE-APPOINTED
Pursuant to the provisions of the Articles of Association of the Company read with Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Mr. Anilkumar Babulal Detroja (DIN: 03078203) who
retires by rotation and being eligible to get re-appointed in the ensuing AGM of the company. Accordingly, requisite resolution shall form part of the Notice convening the AGM.
CHANGES IN BOARD OF DIRECTORS AND KMP
Pursuant to the provisions of section 149, 150, 152 and other applicable provisions of the Companies Act, 2013, Mr. Jitendrabhai Chandulal Lakhtariya (DIN: 08344782) whose term was completed on 05.02.2024 was reappointed in the board meeting dated July 22, 2024 w.e.f 05.02.2024.
Pursuant to the provisions of section 163, 149, 150, 152 and other applicable provisions of the Companies Act, 2013, Mr. Rakesh Jayantilal Amrutiya (DIN: 08421454) resigns from the post of Independent Director on April 23,2024.
The provisions of section 149, 150, 152 and other applicable provisions of the Companies Act, 2013, Mr. Chirag Mukeshbhai Hirani (DIN: 10656204) has been appointed Independent Director in the board meeting dated July 22, 2024. He is appointed as Independent Director of the company .
Mr Umangkumar Mahendrabhai Jagodana (DIN: 10659633) has been appointed Independent Director pursuant to the provisions of section 149, 150, 152 and other applicable provisions of the Companies Act, 2013 in the board meeting dated July 22, 2024.
Mr. Pravinbhai Ghanshyambhai Patel was appointed as the CFO of the company w.e.f 26th August2023 in place of Mr. lshwarbhai Keshavjibhai Sanghani who resigned w.e.f. 26th August 2023.
Ms. Preeti Agarwal was appointed as the Company Secretary-cum-Compliance Officer of the company w.e.f 1st September, 2023 in place of Mrs. Kirti Goyal who resigned w.e.f. 1st September, 2023.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions that were entered by the Company during the Financial Year were in Ordinary Course of the Business and on Arm's Length basis. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 is disclosed in Form AOC-2 in Annexure-I is annexed to this report.
There have been no materially significant related party transactions between the Company and the management, the subsidiaries or the relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement is disclosed in the financials.
DIRECTORS APPOINTMENT, REMUNERATION AND ANNUAL EVALUATION
The Company has devised a Policy for Directors; appointment and remuneration including criteria for determining qualifications, performance evaluation and other matters of Independent Directors, Board,
Committees and other individual Directors which include criteria for performance evaluation of both nonexecutive directors and executive directors.
The Company's Nomination & Remuneration policy which includes the Director's appointment & remuneration and criteria for determining qualifications, positive attributes, independence of the Director & other matters is attached as Annexure-II to this Report and the same is also available on the website of the Company at the link http://www.lexustile.com
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
Pursuant to the amendment in the Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a detailed statement is attached as Annexure-III.
Apart from that, there are no Employees in the Company whose particulars are required to be disclosed in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in the report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of The Companies (Accounts) Rules, 2014, relevant details of energy conservation, technology absorption and foreign exchange earnings and outgo are attached as Annexure-IV to this Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The Company has no Subsidiaries and Joint Ventures and Associates as on the year ended 31st March, 2024. Form AOC-1 is attached as Annexure V.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis on matters related to the business performance as stipulated in the SEBI (LODR) Regulations, 2015 is given as a separate section in the Board Report as Annexure- VI.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, your Directors confirm that:
a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) 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 as at March 31, 2024 and of the loss of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a 'going concern' basis;
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
BUSINESS RESPONSIBILITY STATEMENT
Your Company has always been at the forefront of voluntary disclosures to ensure transparent reporting on all matters related to the Company's governance and business operations. The report comprehensively covers your Company's philosophy on corporate social responsibility, its sustainability activities pertaining to efforts on conservation of environment, conducting green awareness events, its commitment towards society, enhancing primary education, initiatives and activities taken up as part of this philosophy for the year 2023-24. But since, this report is applicable only on Top 1000 Listed Entities, we are not attaching the report with the Annual Report.
AUDITORS OF THE COMPANY Statutory Auditors
M/s Keyur Shah & Associates, Chartered Accountants, Ahmedabad (FRN: 333288W), Statutory Auditor of the Company, hold office till the conclusion of the Annual General Meetingto be held in 2028.
Further, in accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM.
Secretarial Auditor
Pursuant to provision of Section 204 of the Companies Act, 2013 and The 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), the Board of Directors had appointed M/s Manisha Godara and Associates, Company Secretary in Practice, New Delhi. having Certificate of practice No.: 13570 as Secretarial Auditor of the Company appointed to conduct Secretarial Audit of the company for the financial year 2023-24.
The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed to this Report as Annexure-VII.
Further, in line with the aforesaid compliance, the Board of Directors has appointed M. R. Bhatia & Co., Company Secretaries in Practice, Ahmedabad for conducting the Secretarial Audit for the Financial Year 202425.
Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013 & the rules made there under (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Board of Directors had appointed M/s M Jajoo and Associates, Chartered Accountants, Jaipur (FRN: 026110C ), as Internal Auditor of the company for the financial year 2023-24 in the Board Meeting held on October 18, 2023.
COMMENTS ON AUDITORS' REPORT
There are qualifications, reservations or adverse remarks made by M/s Keyur Shah & Associates, Chartered Accountants, Ahmedabad, Statutory Auditors in the Audit Report and CARO report for the Financial Year ended March 31, 2024. The comments are as under:
a. Accordingly, to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is not regular in depositing undisputed statutory dues in respect of provident fund, employees' state insurance, income tax, goods and services tax and Labour Welfare Fund. According to the information and explanation given to us, following undisputed amounts were payable in respect of the above were in arrears as on 31st March'2024.
|
Name of the Statute
|
Nature of Dues
|
Amount
|
Period to which the amount relates
|
Forum where Dispute is pending
|
|
lncome Tax Act, 1961
|
Tax Deducted at source and tax collected at source
|
17.66
|
Prior Years (2012-13 to 2017-18)
|
|
|
0.19
|
2020-21
|
|
2.04
|
2021-22
|
|
1.79
|
2022-23
|
|
0.02
|
2023-24
|
b. According to the information and explanation given to us, there are no dues of income tax, sales tax, goods & service tax, service tax, duty of customs, duty of excise, value added tax outstanding on account of any dispute except:
|
Nature of Statute
|
Nature of
|
Amount*
|
Period to which
|
Forum
|
where
|
| |
Dues
|
|
the Amount
|
Dispute
|
is
|
| |
installment but company paid only 25 lakhs till 31st march,23 and balance
|
| |
amount was pending.in continuation with same the company has executed a
|
| |
settlement agreement with debenture holders dated 29th September 23. As per
|
| |
the settlement agreement the company will pay a lump sum amount of Rs.
|
| |
150/-Lakh on the terms contained in settlement towards the outstanding
|
| |
amount and all other amount payable.as per agreement company required to
|
| |
pay amount on or before 30th November,23 in a single installment. However,
|
| |
company has paid only Rs.75/- Lakhs till 31stMarch,24 and balance amount still
|
| |
pending.
|
c. In our opinion and according to the information and explanations given to us, the company has utilized funds raised by way of preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) for the purposes for which they were raised, except for the following:
|
Nature of the fund
raised
|
Purpose
for
which
funds
were
raised
|
Total Amount Raised/opening unutilized balance
|
Amount utilized for the
other
purpose
|
Unutilized balance as at balance sheet date
|
Details
of
default
(Reason/
Delay)
|
Subsequently
rectified
(Yes/No) and details
|
|
Preferential
allotment
|
General
corporate
purposes
|
Rs. 540 lakhs
|
NIL.
|
NIL
|
NA
|
No
|
|
Key Audit Matters
|
|
The key audit matter
|
How the matter was address in our audit
|
|
Revenue Recognition- Discounts, Incentives, and Volume Rebates (as described in Note 5 of the standalone financial statements)
|
|
Revenue is measured net of discounts, incentives, rebates etc. given to the customers on Company's sales. Due to Company's presence across different marketing zones within the country and the competitive nature of the business makes the assessment of various type of discounts, incentives and volume rebates as complex and judgmental. Therefore, there is a risk of revenue being misstated as a result of variations in the
|
Our Audit procedures related to Revenue recognition included the following, among others:
1. Assessed the Company's accounting policies relating to revenue, discounts, incentives and rebates by comparing with applicable accounting standards.
2. Assessed the design and implementation and testing the operating effectiveness of Company's internal controls over the
|
|
assessment of discounts, incentives and volume
|
|
provisions, approvals and disbursements
|
|
rebates. Given the complexity and judgement
|
|
of discounts, incentives and volume
|
|
required to assess the provision for discounts,
|
|
rebates.
|
|
incentives and rebates, this is considered as a key
|
3.
|
Reviewed Company's computation for
|
|
audit matter.
|
|
accrual of discounts, incentives and volume rebates, on a test basis, and compared the accruals made with the approved schemes and underlying documents.
|
| |
4.
|
Verified on test basis, the underlying documents for the various schemes for discounts, incentives and volume rebates recorded and disbursed during the year.
|
| |
5.
|
Compared the historical trend of payments and reversal of discounts, incentives and rebates to provisions made to assess the current year accruals.
|
| |
6.
|
Examined the manual journals posted to discounts, rebates and incentives to identify unusual or irregular items, if any.
|
| |
7.
|
Assessed disclosures in standalone financial statements in respect of revenue recognition as specified in Ind AS 115
|
Observation made by the Auditors are self-explanatory and have been dealt with an Independent Auditors Report & its annexure forming part of this Annual Report and hence do not require any further clarification. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.
COMMENTS ON SECRETARIAL AUDITORS' REPORT
The following are the explanation in response to the qualifications, reservations, adverse remarks or disclaimers made by the Practicing Company Secretary in the Secretarial audit report i.e. delayed compliances during the period of audit:
|
Observations
|
Management's Comments
|
|
1. Company has failed to upload information as specified under Regulation 46 of Listing Regulations within the stipulated timelines mentioned on the official website of the Company i.e. www.lexustile.com.
|
The Board considered consider the same and ensure to comply with the same in future.
|
|
2. The provisions pertaining to Composition of
|
The Board considered and complied with the same in
|
|
Board and it's Committees of the Company is not complied with i.e. the Board of Directors of the Company is not duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
|
the Board Meeting dated July 22, 2024.
|
RISK MANAGEMENT POLICY
The company operates in conditions where economic; environment and social risk are inherent to its businesses. In managing risk, it is the Company's practice to take advantage of potential opportunities while managing potential adverse effects. The Listing Regulations required that all listed Companies shall lay down the procedure towards risk assessment. It also requires that the Company must frame, implement and monitor the risk management plan of the Company. To overcome this and as per the requirement of Section 134(3)(n) of the Companies Act, 2013 read with the rules made there under, if any, Board has framed a very comprehensive Risk Management Policy to oversee the mitigation plan including identification of element of risk, for the risk faced by the Company, which in the opinion of the Board may threaten the existence of the Company. The objective of the policy is to make an effective risk management system to ensure the long-term viability of the Company's business operations.
Although the Company has adopted the policy regarding the assessment of the risk and its updates are provided to the senior management of the Company the process for the mitigation of the risk is defined under the risk management policy of the company which are available for the access on our website http://lexusgranito.com/
INTERNAL FINANCIAL CONTROLS
The Company has identified and documented all key internal financial controls, which impact the financial statements. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of the company occurred between the end of the financial year of the company to which the financial statement relates and the date of this report other than the details given in this board report.
DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT
No revision of the Financial Statement or Annual Report has been made during Financial Year 2023- 24 for any of the three preceding Financial Years.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
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. However, the following order were passed by the regulators during the year under review:
1. The company had received notice from National Financial Reporting Authority (NFRA) vide letter no. NF-23/42/2021 dated February 4, 2022 inter alia seeking certain information/ documents of the company u/s 132(2) of the Companies Act, 2013 read with Rules 3, 4, 7 and 8 of NFRA Rules, 2018 and the company has duly submitted the information/ documents sought by NFRA on March 3, 2022.
The Audit Firm was imposed with monetary penalty of Rs. 10,00,000/- (Rupees Ten Lakh) vide penalty order no. NF-23/42/2021 dated October 4, 2023. In addition, Mr. Rahul Jangir, Engagement Partner was also imposed with monetary penalty of Rs. 500,000/- (Rupees Five Lakh) and is debarred for three years from being appointed as an auditor or internal auditor or from undertaking any audit in respect of financial statements or internal audit of the functions and activities of any company or body corporate.
2. The search conducted, in compliance of sub-section (1) and sub-section (2) of section 67 of the Central Goods and Service Tax Act, 2017 (as amended, re-enactment and modification thereof) read with section 165 of The Code of Criminal Procedure, 1973, by the Superintendent and Central GST Officers, Central Goods and Service Tax & C.Ex. H.Q. Rajkot on July 12th, 2023.
the Inspector (A.E) CGST Head Quarter, Rajkot. had framed the charge of under invoicing, under valuation and clandestine supply of goods under section 132(1)(a) read with section 132(1)(i) and Section 132(5) of the Central Goods and Service Tax Act, 2017.
CORPORATE GOVERNANCE REPORT
Pursuant to the provisions of the SEBI (LODR) Regulations, 2015, a Report on Corporate Governance along with Certificate from Auditors regarding compliance of conditions of Corporate Governance has been appended to this report and forms part of this Annual Report as Annexure-VIII.
ANNUALRETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended March 31, 2024, will be available on the website of the Company at http://lexusgranito.com/ once it is filed with the Registrar of Companies and thereafter the same can be viewed by the members and stakeholders.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Company has not given any loan, guarantee or provided security in connection with a loan and had not made any investment under the Section 186 of Companies Act, 2013.
HUMAN RESOURCE DEVELOPMENT
The Company recognizes that its employees are its principal assets and that its continued growth is dependent upon the ability to attract and retain quality people. The Company also recognizes the importance of providing training and development opportunities to its people to enhance their skills and experiences, which in turn enables the company to achieve its business objectives. The morale of employees continued to remain high during the year contributing positively to the progress of the Company. However, aspirations of employees in Company remain to be high. This is a challenge as only growth can fulfill these aspirations and in today's market scenarios one has to perform extraordinarily to achieve growth.
The Company has always provided a congenial atmosphere for work to all sections of the society. Your Company is committed to respect universal human rights. To that end, the Company practices and seeks to work with business associates who believe and promote these standards. The Company is committed to provide equal opportunities at. all levels, safe and healthy workplaces and protecting human health and environment. The Company provides opportunities to all its employees to improve their skills and capabilities. The Company's commitment extends to its neighbouring communities to improve their educational, cultural, economic and social well-being.
Your Company is an equal opportunity employer and does not discriminate on the grounds of race, religion, nationality, ethnic origin, colour, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.
CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company's shares.
The Insider Trading Policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of Insider Trading is available on the website http://www.lexustile.com
INVESTOR GRIEVANCE REDRESSAL
During the financial year under review, the company has not received any investor complaint. There were no pending complaints against our company for the year ended 31.03.2024 as per the certificate given by RTA.
POLICIES ADOPTED BY THE COMPANY
Your company has adopted various policies for the smooth working of the company which are as follows:
• CODE OF CONDUCT TO REGULATE MONITIOR AND REPORT TRADING BY INSIDERS
There are many information's that are important and price sensitive and required to be kept confidential on the part of the company, if the information is disclosed this will harm the image of the company, in the definition of the insider it will include all the persons connected with the company including the all employee's so policy relating to this is available on the website of the company.
This policy is applicable to all employee's and KMP's of the company to not to disclose the confidential information of the company which affects the performance of the company. The policy of the company for the access is available on the website http://www.lexustile.com
• CODE OF CONDUCT OF BOARD OF DIRECTORS & SENIOR MANAGEMENT
Certain code of. conduct is required from the senior management including the Board of Directors of the Company; they have to be abiding by the rules and laws applicable on the company for the good governance and business ethics. It describes their responsibility and accountability towards the company. Policy of the company relating to this is available for the access at the website http://www.lexustile.com
• CORPORATE SOCIAL RESPONSIBILITY (CSR)
CSR is a broad term describes the company's efforts towards the society, this is mandatory under certain terms of Companies Act 2013, but the benefit of this policy is two handed one hand company get the chance to involve in the social welfare and other hand this will improve the image of the company.
CSR policy creates social awareness among the companies and creates an obligation towards the society. Policy of the company relating to this is available for the access at the website www.lexustile.com
• FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
Under Familiarization programme all Independent Directors (IDs) inducted into the Board are given an orientation, presentations are made by Executive Directors (EDs) and Senior Management giving an overview of our operations, to familiarize the new IDs with the Company's business operations. The new IDs are given an orientation on our products, group structure and subsidiaries, board constitution and procedures, matters reserved for the Board, and our major risks and risk management strategy.
This policy includes keeping updated to the independent directors about the working of the company and projects in which company is involved various programme are conducted by the company for the ID's. The Policy on the Company's Familiarization Programme for IDs can be accessed at the website http://www.lexustile.com
• NOMINATION AND REMUNERATION POLICY OF THE COMPANY
Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for Directors, KMP and all other employees of the Company. As part of the policy, the Company strives to ensure that:
The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; Relationship between remuneration and performance is clear and meets appropriate performance benchmarks.
Remuneration to Directors, KMP and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. Policy relating to the nomination and remuneration of the company is available on the website of the company http://www.lexustile.com
• DETERMINATION OF MATERIALITY OF INFORMATION & EVENTS
From the point of Listed entity, investors of the entity are expecting more and more information from the company, so under this policy the management of the company determines the material events of the company and disclosed them for their investors.
Under this policy company may decide all those events and information which are material and important that is compulsory to be disclosed for the investors about the company, policy related to this is available at the website http://www.lexustile.com
• PRESERVATION OF DOCUMENTS
The Corporate records need to be kept at the places and manner defined under the Act, policy relating to that for the safe keeping of the documents is available on website http://www.lexustile.com
• POLICY ON RELATED PARTY TRANSACTION
The Objective of the Policy is to set out:
(a) The materiality thresholds for related party transactions;and
(b) The manner of dealing with the transactions between the Company and its related parties based on the Act, your company adopted this policy for dealing with parties in a transparent manner available at the website of the company http://www.lexustile.com
• TERMS AND CONDITIONS FOR APPOINTMENT OF INDEPENDENT DIRECTORS
Independent directors are the key part of the board according to the Schedule IV to the Companies Act, 2013 they are skilled, experienced and knowledgeable persons, they are required on the board to take improved and better decisions policy relating to the appointment will be helpful for the board policy of the company is available at the website http://www.lexustile.com
• ARCHIVAL POLICY
This policy deals with the retention and archival of the corporate record, these records are prepared by the employees of the company under this policy any material information relating to the company shall be hosted
on the website of the company for the investors and public and remain there for period of five year. The policy
of the company for the access is available on the website
http://www.lexustile.com
•CODE OF CONDUCT OF INDEPENDENT DIRECTORS
Independent Directors are the persons who are not related with the company in any manner. A code of conduct is required for them for their unbiased comments regarding the working of the company.
They will follow the code while imparting in any activity of the company. The policy deals with the code of conduct of the Independent Directors, their duties and responsibilities towards the company, is available at the website http://www.lexustile.com
• RISK ASSESSMENT AND MANAGEMENT
Risk is the part of every one's life, while running any business many kinds of risks are involved. To minimise the business risk and all the factors that will negatively effects the organization every company tries to follows a certain procedure for the forecasting of the risk and its management. Policy relating to this is available on the website http://www.lexustile.com
CHANGE IN THE NAME OF THE COMPANY
During thefinancial year, there has been no change in the name of the Company.
CFO CERTIFICATION
The company has obtained Compliance Certificate from Chief Financial Officer and Managing Director of the company, pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year 2023-24 was placed before the Board of Directors of the Company and is attached as Annexure-IX to this Report.
DECLARATION AFFIRMING COMPLIANCE WITH CODE OF CONDUCT
The company has also obtained a Declaration signed by Mr. Pravinbhai Ghanshyambhai Patel, Chief Financial Officer of the company stating that the Members of the Board of Directors and Senior management personnel have affirmed compliance with the code of conduct adopted by the Company for the Financial Year ended 31st March, 2024 being attached to this report as Annexure-X.
GENERAL
All the material changes, commitments affecting the financial position of your Company between the end of financial year (March 31, 2024) and the date of report (August 23, 2024) has been mentioned in the board report.
ACKNOWLEDGEMENT
Your directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central & State Government, Local Authorities, Clients, Vendors, Advisors, Consultants and Associates
at all levels for their continued guidance and support. Your directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the Company.
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