To,
The Members,
Your Directors have pleasure in presenting their 32nd Annual Report on the
business and operations of the Company and the Audited Accounts for the Financial Year
ended 31st March, 2024.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
Financial Results (Rs. In Lakhs) |
|
|
Particulars |
Year ended 31/03/2024 |
Year ended 31/03/2023 |
Total Revenue |
1156.26 |
690.26 |
Expenditure |
1077.02 |
671.49 |
Depreciation |
2.05 |
1.95 |
Profit/(Loss) before Tax |
728.88 |
17.22 |
Provision for Taxation |
11.18 |
(2.23) |
Profit/(Loss) after Tax |
717.70 |
19.45 |
2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:
The Management of the Company is taking efforts for the progress of the Company. The
management has considered reviving and expanding the steel business of the Company. With
this movement, the management is confident that performance of the Company will
significantly improve. Further, the Company wishes to foray into the business of
construction and land acquisition and development.
3. CHANGE IN NATURE OF BUSINESS:
During the financial year, there has been no change in the nature of business carried
on by the company.
4. DIVIDEND:
The Company has marginally earned profits during the year and the Board has not
declared any Dividend during the year.
5. TRANSFER TO RESERVE:
Reserves & Surplus at the end of the year stood at Rs. 14,43,49,604/-as compared to
Rs. 7,25,79,906/-at the beginning of the year.
6. ISSUE OF EQUITY SHARES ON RIGHTS BASIS:
The Board of Directors in their meeting held on February 02,2024 have proposed raising
of funds by of issue of equity shares of the Company of face value Re. 1/- each through
Rights Issue for an amount not exceeding 50 crores to the eligible equity shareholders of
the Company as on the record date i.e. 12th July, 2024 which had been fixed by
the Board of Directors in their meeting held on 5th July, 2024 subject to
receipt of statutory / regulatory approvals, as may be applicable in accordance with the
Securities and Exchange Board of India (Issue of Capital and Disclosures Requirements)
Regulations, 2018 and other applicable laws.
The offer remained open from July 22, 2024 to August 05, 2024. The allotment is yet
under process.
6. SHARE CAPITAL:
During the year under review, the Authorised share capital of Company was increased
from Rs. 19,00,00,000/- divided into 19,00,00,000 equity shares of face value of Re. 1/-
each to Rs. 30,00,00,000/- divided into 30,00,00,000 equity shares of face value of Re.
1/- each at the 31st Annual General Meeting held on August 18, 2023.
As on March 31, 2024, the authorized share capital of the company was Rs.
30,00,00,000/- divided into 30,00,00,000 equity shares of face value of Re. 1/- each.
The paid up share capital of the company is Rs. 11,00,000,00/- divided into
11,00,000,00 equity shares of face value of Re. 1/- each.
6. DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
7. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
During the period under review, several energy conservation initiatives were adopted
and were taken by the Company. There are no plans to import any kind of technology for the
project and hence information regarding its absorption is not applicable. There was no
research activities carried out during the year. The information pertaining to foreign
exchange income or outgo during the year is given in ANNEXURE - I and forms part of this
report.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes occurred subsequent to the close of the financial year
of the Company to which the balance sheet relates and the date of the report which can
affect the financial position of the Company.
9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No orders have been passed by the Regulators/Court or Tribunals which can impact the
going concern status and Company's operation in future.
10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
There are no Subsidiary/Joint Ventures/Associate Companies.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans, Guarantees and Investments, if any covered under the provisions of
Section 186 of the Act are given in the notes to the Financial Statements.
12. MEETING OF BOARD OF DIRECTORS:
During the year under review, 11 (Eleven) Board meetings were held in accordance with
provision of the Companies Act, 2013 read with rules made thereunder and the applicable
Secretarial Standard.
The Board meeting dates are finalized in consultation with all directors and agenda
papers backed up by comprehensive notes and detailed background information are circulated
well in advance before the date of the meeting thereby enabling the Board to take informed
decisions.
The details of the Board Meetings with regard to their dates and attendance of each of
the Directors thereat have been provided in the Corporate Governance Report which forms
part of this Annual Report of the Company.
13. ANNUAL RETURN:
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013,
copies of the Annual Return in form MGT-7 as on March 31, 2024 of the Company will be
prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of
the Companies (Management and Administration) Rules, 2014 will be placed on the website of
the Company and accessible at the website of the Company http://lesha.in/
14. INSURANCE:
All the Properties of the Company are adequately insured.
15. RELATED PARTY TRANSACTIONS:
There was significant related party transactions entered between the Company,
Directors, management, or their relatives. Hence, disclosure in Form AOC-2 is provided as
Annexure -II.
All the contracts/arrangements/transactions entered into by the Company with the
related parties during the financial year 2023-24 were in the ordinary course of business
and on an arm's length basis as disclosed in the financial statements and were reviewed
and approved by the Audit Committee. The details of related party disclosure form a part
of the notes to the financial statements provided in the annual report.
In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits details
of related party transactions as per the format specified in the relevant accounting
standards to the stock exchanges on a halfyearly basis.
16. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executive
directors including Independent Directors who have wide and varied experience in different
disciplines of corporate functioning.
During the year under review and as on the date of the report, the composition of the
Board consist of 6 Directors comprising of 3 Independent Directors, 2 Non-Executive
Directors and 1 Executive Director, details thereof have been provided in the Corporate
Governance Report.
All the Directors of the Company have confirmed that they are not disqualified from
being appointed as Directors in terms of Section 164 of the Companies Act, 2013.
Re-appointment pursuant to retire by rotation:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and
Articles of Association of the Company, Mr. Shalin A. Shah (DIN: 00297447) retires by
rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164
of the Act offers himself for re-appointment. Profile and other details of the director as
per Secretarial Standard -2 and Regulation 36(3) of SEBI (LODR) Regulation, 2015 are
provided as Annexure to Notice convening Annual General Meeting.
Key Managerial Personnel ("KMP"):
In terms of Section 203 of the Companies Act, 2013 the company has following Key
Managerial Personnel as on 31st March, 2024:
1. Mrs. Leena A. Shah, Managing Director,
2. Mrs. Payal Hitesh Donga, Chief Financial Officer (Appointed w.e.f. 3rd
October, 2023) and
3. Mr. Miteshkumar Rajgor, Company Secretary and Compliance Officer (Appointed w.e.f 20th
June, 2023)
Mrs. Himani Upadhyay has tendered her resignation from the office of Chief Financial
Officer and Company Secretary of the Company, due to get better opportunity elsewhere with
effect from i.e. April 03, 2023.
Appointment of Mr. Miteshkumar Rajgor as a Company Secretary and Compliance Officer of
the company with effect from June 20, 2023.
Mr. Ashok C. Shah (DIN: 02467830) has been re-designated as Managing Director of the
Company for 5 years on June 20, 2023. The members of the Company have given their consent
in the Annual General Meeting held on August 18, 2023 for the said re-designation.
Appointment of Mrs. Leena A. Shah (DIN: 02629934) as Additional Executive Director of
the Company September 27, 2023. She has tendered her resignation from the office of
Additional Executive Director of the Company w.e.f. November 19, 2023.
The designation of Mr. Ashok C. Shah (DIN: 02467830) was changed from Managing Director
of the Company to Non-Executive Non-Independent Director of the Company w.e.f. December
20, 2023.
Appointment of Mrs. Leena A. Shah (DIN: 02629934) as Managing Director of the Company
for a period of 5 years on March 19, 2024.
After the closure of the financial year as on March 31, 2024, appointment of Mrs. Leena
A. Shah (DIN: 02629934) was approved by way of passing special resolution in the
Extra-ordinary General meeting of the members of the Company held on June 14, 2024.
Mr. Miteshkumar Rajgor has tendered his resignation from the office of Company
Secretary and Compliance Officer of the Company, to pursue better career opportunity
elsewhere with effect from i.e. August 07, 2024.
Appointment of Ms. Maitri Kansara as a Company Secretary and Compliance Officer of the
company with effect from August 08, 2024.
Disclosure for the same pursuant to Regulation 30 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") read with Clause 7 of Part A of schedule III of Listing
Regulations has already submitted to the exchange. The company confirm that there are no
other material reasons other than those provided above.
Independent Director:
Re-appointment of Mr. Chandrakant Chauhan (DIN: 08057354) as Independent Director for 2nd
term of 5 years w.e.f. March 23, 2024 till March 22, 2029 on August 18, 2023. He further
tendered his resignation and cessed to be Independent Director of the Company from March
19, 2024.
Ms. Daxaben Shah (DIN: 08054390) tendered her resignation and cessed to be Independent
Director of the Company from March 19, 2024.
After closure of the financial year as on March 31, 2024, pursuant to the provisions of
Regulation 17 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, on June 15, 2024 the company had appointed Mrs. Manjusha Rahul Salunke
(DIN: 10666478) as an Additional Director (Non-executive Independent Category) of the
Company subject to approval of members in the ensuing General meeting.
17. DECLARATION BY INDEPENDENT DIRECTORS:
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013.The Independent
Directors of the Company have confirmed that they have enrolled themselves in the
Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs
("IICA") in terms of Section 150 of the Act read with Rule6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014.
18. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4)
of the Companies (Accounts) Rules, 2014 and Regulation 17(10) of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the
Board had carried out performance evaluation of its own, the Board Committees and of the
Independent directors. The Independent Directors of the Company at their separate meeting
held on February 29, 2024 has evaluated performance of the Non-Independent Directors,
Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct, Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committee,
formulated criteria for determining Qualifications, Positive Attributes and Independence
of a Director. No remuneration is paid to any of the Directors of the Company. The
Remuneration policy is available on website of Company : http://lesha.in/policies/.
20. MANAGERIAL REMUNERATION:
The Company had not paid any remuneration to Executive Directors or any sitting fees to
Non-Executive Directors for attending any meetings during the financial year ended 31st
March, 2024.
The statement containing particulars of employees as required under Section 197 (12) of
the Companies Act, 2013read with Rule 5 (1) and (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as ANNEXURE -
III.
21. INDEPENDENT DIRECTORS' MEETING:
During the year under review, One (1) Separate meeting of Independent Directors was
held on February 29, 2024. The details of the Independent Directors Meeting and the
attendance of the Directors are provided in the Corporate Governance Report, which forms
part of this Report.
22. COMMITTEES OF THE BOARD:
The Company had constituted its committees to comply with section 177 and 178 of the
Companies Act, 2013 and as per regulation 18, 19 & 20 of SEBI (LODR) Regulation, 2015.
There are currently three committees of the Board, as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
The Composition of all such Committees, number of meetings held during the year,
attendance of each of the Directors at such meetings, brief terms of reference and other
details have been provided in the Corporate Governance Report which forms part of this
Annual Report. All the recommendations made by the Committees were accepted by the Board.
23. AUDITORS:
A. Statutory Auditors
In terms of the provisions of Section 139 of the Companies Act, 2013 read with
provisions of the Companies (Audit and Auditors) Rules, 2014 as amended, M/s Keyur Bavishi
& Co., Chartered Accountants (Firm Reg. No. 131191W) was appointed as Statutory
Auditors of the Company for a consecutive period of 5 (Five) years from the conclusion of
Annual General Meeting held in the year 2022 till the conclusion of the Annual General
Meeting to be held in the year 2027.
The Members may note that consequent to the changes in the Companies Act, 2013 and the
Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide
notification dated May 7, 2018, the proviso to Section 139(1) of the Companies Act, 2013
read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules,
2014, the requirement of ratification of appointment of Auditors by the
Members at every AGM has been done away with. Therefore, the Company is not seeking any
ratification of appointment of M/s Keyur Bavishi & Co., Chartered Accountants as the
Auditors of the Company, by the Members at the ensuing AGM.
The Company has received a certificate from M/s Keyur Bavishi & Co., Chartered
Accountants, confirming their eligibility to continue as Auditors of the Company in terms
of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed
thereunder.
The Report given by the M/s Keyur Bavishi & Co., Auditors on the financial
statements for the year ended 31st March 2024 of the Company is part of the
Annual Report. The notes to the accounts referred to in the Auditors' Report are
self-explanatory and therefore do not call for any further comments.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Chintan K.
Patel, Practicing Company Secretary, Ahmedabad to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is annexed herewith as Annexure IV the Auditors'
Report are self-explanatory and therefore do not call for any further comments.
In accordance with the SEBI Circular dated 8 February 2019 read with Regulation 24A of
the SEBI Listing Regulations, the Company has obtained an Annual Secretarial Compliance
Report from Chintan K. Patel, Practicing Company Secretary, Ahmedabad, confirming
compliances with all applicable SEBI Regulations, Circulars and Guidelines for the
financial year 2023-24. The Annual Secretarial Compliance Report for above said financial
year has been submitted to the stock exchanges within 60 days of the end of the said
financial year. The said report is attached with the Secretarial Audit Report for the
Financial Year 2023-24.
Chintan K. Patel, Practicing Company Secretary, Ahmedabad, has issued a certificate
confirming that none of the Directors on the Board of the Company has been debarred or
disqualified from being appointed or continuing as Directors of companies by Securities
and Exchange Board of India ("SEBI")/Ministry of Corporate Affairs
("MCA") or any such statutory authority. The said Certificate is annexed to
Report on Corporate Governance.
23. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Financial Control System, commensurate with size, scale and
complexity of its operations. The internal financial controls are adequate and are
operating effectively so as to ensure orderly and efficient conduct of business
operations. The Audit Committee in consultation with the internal auditors formulates the
scope, functioning, periodicity and methodology for conducting the internal audit. The
internal auditors carry out audit, covering inter alia, monitoring and evaluating the
efficiency & adequacy of internal control systems in the Company, its compliance with
operating systems, accounting procedures and policies at all locations and submit their
periodical internal audit reports to the Audit Committee. Based on the internal audit
report and review by the Audit committee, process owners undertake necessary actions in
their respective areas. The internal auditors have expressed that the internal control
system in the Company is robust and effective. The Board has also put in place requisite
legal compliance framework to ensure compliance of all the applicable laws and that such
systems are adequate and operating effectively.
24. RISK MANAGEMENT:
Company has implemented an integrated risk management approach through which it reviews
and assesses significant risks on a regular basis to help ensure that there is a robust
system of risk controls and mitigation in place. Senior management periodically reviews
this risk management framework to keep updated and address emerging challenges. Major
risks identified for the Company by the management are Compliances of various applicable
Laws, Regulatory changes, Manufacturing & Supply, Litigation and Technological
Changes. The management is however, of the view that none of the above risks may threaten
the existence of the Company as robust Risk mitigation mechanism is put in place to ensure
that there is nil or minimum impact on the Company in case any of these risks materialize.
25. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177(9) of the Companies Act, 2013 and Regulation 22 of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to
establish a vigil mechanism for the directors and employees to report genuine concerns in
such manner as may be prescribed and to report to the management instances of unethical
behaviour, actual or suspected fraud or violation of the Company's code of conduct.
The detailed Whistle Blower Policy is available on Company's Website:
http://lesha.in/policies/
26. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, your Company has
assigned the responsibilities to Audit Committee. During the year, no complaint with
allegations of sexual harassment was filed with the Company.
27. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company's shares by the Directors and the designated employees
while in possession of unpublished price sensitive information in relation to the Company
and during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Board of Directors and the designated employees have
confirmed compliance with the Code.
The Company has adopted and amended its Code of Conduct for Prevention of Insider
Trading w.e.f. April 1, 2019 pursuant to Securities and Exchange Board of India
(Prohibition of Insider Trading) (Amendment) Regulations, 2018.
28. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their
knowledge and belief and according to the information and explanations obtained by them,
your Directors state that-
i. In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
ii. The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year 31st
March, 2024 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 and Rules made
thereunder for safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis;
v. The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively, and
vi. The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
29. CORPORATE GOVERNANCE:
Your Company believes in conducting its affairs in a fair, transparent, and
professional manner along with good ethical standards, transparency, and accountability in
dealings with all its constituents. Your Company has complied with all the Mandatory
Requirements of Corporate Governance norms as required under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended.
The Separate report on Corporate Governance in compliance with Part C of Schedule V of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is forms part of
this report as Annexure-V and the Secretarial Auditor's certificate on the compliance of
Corporate Governance thereon forms part of this report as Annexure-VI.
30. RELATED PARTY DISCLOSURE:
Related Party disclosure as mentioned in Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is appended to the report of Director herewith
attached as Annexure VII.
31. CORPORATE SOCIAL RESPONSIBILITY:
The Company is not covered under section 135 of Companies Act, 2013 hence details
regarding policy on Corporate Social Responsibility is not applicable to the Company.
32. MAINTENANCE OF COST RECORDS:
The Company is not require to maintain cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013, and
accordingly such accounts and records are not made and maintained.
33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Report on Management Discussion and Analysis Report as required under SEBI Listing
Regulations is included in this Report. Certain statements in the said report may be
forward looking. Many factors may affect the actual results, which could be different from
what the Directors envisage in terms of the future performance and outlook.
34. DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:
There are no shares lying in the demat suspense account or unclaimed suspense account.
35. ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their gratitude for the unstinted
commitment, dedication, hard work and significant contribution made by employees at all
levels in ensuring sustained growth of the Company. Your Directors also sincerely thank to
all the stakeholders, customers, vendors, bankers, business associates, government, other
statutory bodies and look forward to their continued assistance, co-operation and support.
Place: Ahmedabad |
For and on behalf of the Board |
|
Date: August 08, 2024 |
SD/- |
SD/- |
|
Leena A. Shah |
Shalin Shah |
|
Managing Director |
Director |
|
DIN: 02629934 |
DIN:00297447 |
|