The Directors present their 54th Annual Report on the business and operations of the Company and the financial accounts for theyear ended on 31st March, 2024.
(Rs. In lakhs)
Particulars
For the year ended
For the previous year
on 3l/03/2024
ended on 31/03/2023
Gross Profit (before interest, depreciation & taxation)
(36.34)
29.45
Less: Interest
3.05
7.75
Depreciation
9.18
22.36
Profit before tax
(48.57)
(0.66)
Tax expense/Deferred Tax
0.61
32.30
Exceptional items
0
308.66
Other comprehensive income
(1.97)
(4.61)
Profit / Loss after Tax
(51.15)
271.10
Add: Balance brought from previous year
(433.94)
(705.03)
Profit / (Loss) available for appropriations
(476.28)
APPROPRIATIONS / TRANSFERS
Profit/(loss) carried to Balance Sheet
Your Directors do not recommend any dividend on equity shares in view of the loss and brought forward loss of earlier years incurredby the Company.
In view of the carry forward loss, no amount has transferred to the General Reserve Account. The exceptional income received duringthe year has adjusted against the brought forward loss of earlier years.
During the year under review, the gross income has decreasedfrom Rs. 1560.10 lakhs to Rs.1085.13 lakhs from the previous yearregistering decrease of 33.65% in revenue. The Company has incurred net loss of Rs. 48.57 lakhs from ordinary activities during theyear against Rs. 0.66 lakhs in the previous year and comprehensive loss of Rs. 51.55 lakhs during the year with exceptional incomefrom sale of fixed assets and total comprehensive income of Rs. 271.10 lakhs in the year.
Your Company's Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, the ListingRegulations and provisions of the Articles of Association of the Company. During the year under review, a total of four Meetings of theBoard of Directors and four meetings of Audit Committee held and details of Meetings held during the financial year 2023-24 havebeen provided in the Corporate Governance Report which forms part of this Annual Report.
Mrs. Shahnaz A. Dawoodani the Director of the Company shall retire by rotation at the forthcoming Annual General Meeting andoffer herself for re-appointment. Brief profile along with necessary disclosures of retiring Director and reappointment of ManagingDirector has been annexed to the Notice convening the ensuing AGM and forms an integral part of this Annual Report.Your Boardrecommends re-appointment of Mrs. Shahnaz A. Dawoodani and Mr. Ahmed Hussain Dawoodani. Mr. Husen Somji, a Director hasresigned with effect from 14th August 2024.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria ofindependence as prescribed in Section 149(6) of the Companies Act, 2013.
The Company has not raised any funds through preferential allotment or qualified institutions placement during the yearunder review.
There were no material changes and commitment affecting the financial position of the Company which have occurred subsequent tothe close of the financial year of the Company to which the balance sheet relates and the date of the Report.
There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain itsobjectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to theChairman.
The Company has obtained ISO 9001 certification and adheres to the Standard Operating Practices its manufacturing and operatingactivities.
The management of the Company evaluates the efficiency and adequacy of internal control system in the Company, its compliancewith operating systems, accounting procedures and policies of the Company. Based on the assessment, the management undertakescorrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendationswith corrective actions thereon are presented to the Audit Committee of the Board.
The Company does not have Subsidiary or Joint Ventures during the year under review.
The Company has not accepted Fixed Deposit and there no outstanding deposits payable by the Company.
M/s. R.A. Kuvadia & Co., Chartered Accountants,has been appointed as Auditors of the Company in the last Annual General Meetingheld on 30th September 2023 for five years. The Notes on Financial Statements referred to in the Auditor's Report are self-explanatoryand do not call for any further comments.
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, 2023 can be accessed from thewebsite of the Company at http://www.limechem.com.
Information as per Companies(Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation ofenergy, technology absorption, foreignexchange earnings and outgo are given in "Annexure A" forming part of this report.
During the year under review, the Company is not falling within the prescribed threshold of paid up capital and net profits underSection 135 of the Companies Act, 2013, and not required to comply with the provisions of Corporate Social Responsibility.
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out an evaluation of itsown 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 CorporateGovernance Report.
The Board has on the recommendation of the Appointment and Remuneration Committee framed a policy for selection and appointmentof Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
During the year,four Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given inthe Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the CompaniesAct, 2013.
The Company has established a vigil mechanism to be known as the "Whistle Blower Policy" for its Directors and employees to reportinstances of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The aim of the policy is toprovide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access tothe 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 willingto raise a concern about serious irregularities within the Company.
The Company has adopted a Code of Conduct for Prevention of Insider Trading under Securities and Exchange Board of India (InsiderTrading) Regulation 2015 with a view to regulate trading in securities by the Directors, designated employees and their immediaterelatives and other connected persons. The Code requires pre-clearance for dealing in the Company's shares by the Directors andthe designated employees while in possession of unpublished price sensitive information in relation to the Company and during theperiod when the Trading Window is closed. All the members of the Board and designated employees have confirmed compliance withthe Code.
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 employeesacross its functions and other women stakeholders, asthey are considered as integral and important part of the Organization.
An Internal Complaints Committee (ICC) with requisite number of representatives has been set up toredress complaints relating tosexual harassment, if any, received from women employees and other womenassociates. All employees (permanent, contractual,temporary, trainees) are covered under this policy, whichalso extends to cover all women stakeholders of the Company.
The following is a summary of sexual harassment complaints received and disposed off satisfactorily duringthe financial year endedMarch 31, 2024:
• Number of complaints received: Nil
• Number of complaints disposed off : Nil
The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. Thedetails of the investments made by the Company are given in the notes to the financial statements.
During the financial year ended 31st March 2024, all transactions with the Related Parties as defined under theCompanies Act,2013 read with Rules framed thereunder were in the ordinary course of business and at arm'slength basis. During the year underreview, your Company does not have a 'Material Subsidiary' as defined under Regulation 16(1)(c) of theSEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 ['Listing Regulations'].
All Related Party Transactions of your Company had prior approval of the AuditCommittee, the Board of Directors and by the Membersthrough the special resolution passed, as required under the Listing Regulations. There has been no materially significant RelatedParty Transactions havingpotential 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 businessand also on an arm's length basis,therefore details required to be provided in the prescribed Form AOC - 2 isnot applicable to the Company. Necessary disclosuresrequired under the Ind AS 24 have been made in the Notes to the Financial Statements for the year ended on 31st March, 2024.
Hariharan and Associates, Practicing Company Secretaries have undertaken the Secretarial Audit of the Company. The SecretarialAudit report is annexed herewith as "Annexure-B", which is self-explanatory.
Pursuant to Section 134(3) (n) of the Companies Act, 2013 and SEBI Listing Regulations, the Company has constituted a business riskmanagement committee. The details of the Committee and its terms of reference are set out in the corporate governance reportforming part of the Board report. At present the Company has not identified any element of risk which may threaten the existenceof the Company.
The Company is exempted to give report on Corporate Governance under Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulation, 2015 and details para C, D and E of Schedule V. The Company voluntarily given the Report on CorporateGovernance and Management Discussion and Analysis Report forms part of this Report.
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 explanationrelating to material departures;
ii) the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that arereasonable 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 yearand 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 theprovisions 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 controlsare 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 systemswere adequate and operative effectively.
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).
The Industrial Relations continued to be cordial during the year under review.
The Directors wish to place on record their sincere appreciation for the continued co-operation by the Company's Bankers and thesupport given by the Company's valued customers. The Board also express its sincere appreciation to the commitment and dedicatedemployees at all levels. Last but not least the Board places on record their gratitude to the Investors, Clients and Shareholders of theCompany.
On behalf of the Board of Directors
PLACE: Navi Mumbai Avinash Jhaveri
DATE : August 14, 2024 Chairman