Dear Members,
Lorenzini Apparels Limited
Your Directors have pleasure inpresenting the 15th (Fifteenth] Annual Report on the business and operations of the Companytogether with Audited Financial Statements for the financial year 2021-22. The financial highlights areas follows: -
FINANCIAL RESULTS:
The Company's financial performance for the year ended March 31, 2022 is summarized below:
RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS
The Company recorded a turnover of Rs. 244,447,304 during the year as against Rs. 254,922,542 in the previous year and the Company has earned a profit after tax of'Rs. 5,375,831as compared to the profit of Rs. 796,627 in the previous financial year. The management of the Company is putting their best efforts to improve the performance of the Company.
During the year the Company has performed modestlybutdespite of challenging economic conditions and other related factors, we are able to maintain profits and steady revenue in the Company. The Directors are relentlessly striving for betterment of the business and growth of the Company. They are optimistic about the future and expect the business to perform well in the forthcoming year.
CHANGE IN THE NATURE OF BUSINESS
There have been no changes in the nature of business of the Company during the Financial Year.
SHARE CAPITAL AND PERT STRUCTURE
The Authorized Share Capital of the Company is Rs. 10,20,00,000/- (Rupees Ten Crore Twenty lakh only] divided into 1,02,00,000 (One Crore Two Lakh only) Equity Shares of INR 10/- each. As on March 31, 2022, the paid-up share capital of the Company is Rs. 10,13,89,160/- (Rupees Ten Crore Thirteen Lakh Eighty-Nine Thousand One Hundred Sixty only) divided into 10138916 Equity Shares of INR 10/- each.
al Bonus Issue
As per Section 63 of Companies Act, 2013 and rule 14 of Companies (Share Capital and Debenture] Rules, 2014, during the period under review, your Company has not issue bonus shares.
bllssue of equity shares with differential rights
As per Section 43(2) of Companies Act, 2013 and rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares with differential rights.
c) Issue of sweat equity shares
As per Section 54 of Companies Act, 2013 and rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued Sweat equity shares.
d ) Issue of employee stock options
As per Section 62(l)(b) of Companies Act, 2013 and rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued Sweat equity shares.
el Provision of money bv Company for purchase of its own shares bv employees or bv trustees for the benefit of employees
As per Section 68 of Companies Act, 2013 and rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them.
DIVIDEND
The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2022. Since the Board have considered it financially prudent in the long-terms interest of the Company to re-invest the profits into the business of the Company to build a strong reserve base and grow the business of the Company.
TRANSFER TO RESERVES
During the period, the Company has not transferred any profit into the General Reserve of theCompany.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) ofthe Companies Act; 2013 do not apply as there was no dividend declared and paid last year.
DEPOSIT
The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date ofthe balance sheet for the Financial Year 2021-22.
MATERIAI. CHANGES AND COMMITMENTS AFFECTING FINANCIAI, POSITION RETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
No changes and commitments were recorded during the financial year which materially affects the financial position ofthe Company till the date of this report.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT.
2013
The particulars of Loans, Guarantees, and Investments have been disclosed in the Financial Statements read together with Notes annexed to and forming an integral part of the Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135 of the Companies Act, 2013 read with rules framed thereunder, certain class of companies is required to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides for formation of CSR committee of the Board. The rules prescribe the activities qualify under CSR and the manner of spending the amount The company is not covered under section 135 of the Companies Act, 2013 and the rules framed there under for the financial year under review.
CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at "Annexure-1"
INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5) (e) of the Companies Act, 2013, the term financial control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.
The Company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and the transactions are authorized, recorded and reported correctly.
To further strengthen the internal control process, the Company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.
SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.
PARTICULARS OF EMPLOYEES U/S 197fl21 OF THE COMPANIES ACT. 2013
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of Chapter XIII, the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the relevant dehails are furnished below:
Notes:
1. There were confirmed employees on the rolls of the Company as on 31st March 2022-75employees.
2. Median remuneration of employees of the Company during the financial year 2021-2022 was NIL.
VIGIL MECHANISM f WHISTLE BLOWER POLICY
As per the provisions of Companies Act, 2013, cveiy Listed Company shall establish a vigil mechanism(Similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for Directors and employees to report genuine concerns has been established and approved by Board.
The Company believes in the conduct of the affairs of its constituents in a fair and transparentmanner by adopting highest standards of professionalism, integrity and ethical behaviour.
The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company's website at the link: www.mvmonteil.com.
During the financial year 2021-22, no cases under this mechanism were reported to the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company with related parties are at arm's length basis. The defails of the related party transactions are set out in Notes to the Financial Statements of the Company and form AOC - 2 pursuant to section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out in Annexure-II.
The policy on Related Party Transactions, as approved by the Board, may be accessed on the Company's website at the link: www.mvmonteil.com.
CORPORATE GOVERNANCE
As the Company is listed on the BSE-SME platform, the requirement of furnishing Corporate Governance Report under Regulation 27(2) read with Schedule V of the Listing Obligations & Disclosure Requirements)Regulations, 2015 is not applicable to the Company. Whenever this regulation becomes applicable to the Company at a later date, the Company will comply with the requirements of those regulations within six months from the date on which the provisions become applicable to our Company.
CODE OF CONDUCT AND FTHICS
The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the Company's business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one's conduct in dealing with the Company, fellow Directors and with the environment in which the Company operates.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
There were no significant order(s) passed by any regulatory authority or court or tribunal against the Company during the year under review.
MANAGEMENT DETAILS / INFORMATION
a) DIRECTORS & KEY MANAGERIAL PERSONNAL
As on March 31,2022 the Board of Directors of the Company comprised of the following:
*Ms. Monika Joshi resigned from the post of Company Secretary on 04th April, 2022 and Ms. Shivani Sharma is appointed as the Company Secretary of the Company on 14th May, 2022.
b) Directors seeking appointment and re-appointment
In accordance with the provision of Section 152 of the Companies Act 2013 and the Article of Association of the Company, Mr. RajitSehgal, Director ofthe Company is retiring at the forthcoming Annual General Meeting and being eligible, has offered herself for re-appointment. Directors recommended his reappointment.
cjlndependcnt Directors and Declaration by Independent Director(s)
In accordance with the requirement under the Companies Act, 2013 and Company has received necessaiy declaration from the Independent Directors to the effect that they meet the criteria of independence as provided under Section 149(6) ofthe Act. In the opinion of the Board, they fulfil the conditions specified in the Act and the Rules made there under for the appointment as Independent Directors and are independent ofthe management.
d) Mechanism of Performance Evaluation of the Board, Committees and Individual Directors
In line with the provisions of section 134(3) of the Companies Act, 2013 and Rules made thereunder read with the relevant provisions ofthe SEBI Listing regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors. The performance of the Board of Directors and its Committees were evaluated on various parameters such as structure, composition, experience, performance of specific duties and obligations, quality ofdecision making and overall effectiveness.
The performance of individual Directors was evaluated on parameters, such as meeting attendance, participation and contribution and independent judgment.
The Board members noted from time to time the suggestions/ inputs of Independent Directors, Nomination Committee and Audit Committee and also discussed various initiatives to further improve the Board effectiveness.
In a separate meeting of Independent Directors held on 31.03.2022 performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated
e) Meetings of the Board
The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling their program. The agenda of the meeting is circulated to the members of tine Board well in advance along with necessary papers, reports, recommendations and supporting documents so that each Board member can actively participate on agenda items during the meeting.
The Board met 11 (Eleven) times during the Financial Year 2021-2022.The maximum interval between any two meetings did not exceed 120 days. The Meetings were held as onl5/04/2021, 28/06/2021, 04/08/2021, 31/08/2021, 09/09/2021, 27/09/2021, 20/10/2021, 13/11/2021, 23/11/2021, 26/11,2021 and 21/12/2021
Date of Meeting
Total Number of directors associated as on the date of meeting
Attendance
5
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS. POSITIVE ATTRIBUTES. INDEPENDENCE AND OTHER MATTERS PROVIDED UNDER SECTION 178 (3)
The Company has in place a Nomination & Remuneration Committee in accordance with the requirements of the Companies Act, 2013.
The Committee has formulated a policy on Director's appointment and remuneration including recommendation of remuneration of the key managerial personnel and other employees, composition and the criteria for determining qualifications, positive attributes and independence of a Director and the policy is available on the website of the Company i.e., www.mvmonteil.com
COMMITTEES OF THE BOARD
The Board committees play a crucial role in the governance structure of the Company and have been constitutedto deal with specific areas/ activities which concern the Company and need a closer review. The Board committees are set up under the formal approval of the Board, to carry out clearly defined roles which are considered to be performed by the members of the Board, as a part of good governance practice.All decisions and recommendations of the committees are placed before the Board for information or for approval. The minutes of the meetings of all the committees are placed before the Board for their review.
The Board of Lorenzini Apparels Limited currently has 3(Three) Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder's Relationship Committee
The major terms of reference of the Committees, its composition and number of meetings held during the year ended March 31, 2022 are as follows:
a) AUDIT COMMITTEE
The Composition of the Audit Committee as on March 31, 2022 is as follows:
Meetings of the Audit Committee
During the year the Audit Committee met 3 (Three] times. The details of the meetings held during the year ended March 31,2022 along with the attendance of Directors are as follows:
In case any person requires more information/ details regarding the Audit Committeetheperson may access the Company's website at the link: www.mymonteil.com
b] NOMINATION AND REMUNERATION COMMITTEE
The major terms of reference of the Nomination and Remuneration Committee are as follows:
• Identification of persons qualified to become directors and be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;
• Formulation of the criteria for determining qualifications, positive attributes and independence of a director;
• Specifying the manner for effective evaluation of performance of Board, its committees and individual directors;
• Recommending to the Board a policy, relating to the remuneration for the directors, keymanagerial personnel and other employees.
Composition of Nomination & Remuneration Committee as on March 31, 2022:
Meetings of die Nomination & Remuneration Committee
During the year the Committee met 2 (Two) times. The details of the meeting held during the year ended March 31,2022 along with the attendance of Directors are as follows:
Total Number of members of the Committee associated as on the date of meeting
Nomination & Remuneration Policy is uploaded on the website of the Company i.e. atwww.mvmonteil.com
c) STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING
The Board of Directors of the Company has constituted Stakeholders Relationship Committee under Section 178 of the Companies Act, 2013.
The major terms of reference of the Stakeholders Relationship Committee include:
• Consideration & Resolution of the grievances of security holders of the Company;
• Reviewing of Transfer / Transmission requests / Demat / Remat requests of the securityshareholders and issuance of duplicate share certificate, if any.
Composition of the Stakeholders Relationship Committee as on March 31, 2022;
Meetings of the Stakeholders Relationship Committee
During the year the Stakeholders Relationship Committee met 4 (Four) times. The details of the meeting held during the year ended March 31, 2022 along with the attendance of Directors are as follows:
INDEPENDENT DIRECTORS MEETING
The Independent Directors met on 31st March, 2022, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Director and Non- Executive Directors and assessed the quality, quantity and timeliness of How of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
As per the provisionsof the Companies Act, 2013 read with Schedule IV, following are the Independent Directors of the Company.
COMPLIANCE OF SECRETARIAL STANDARDS
The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively have been duly compliedby your Company.
LISTING WITH STOCK EXCHANGES
At present the equity shares of the Company are listed on the BSE SME Platform of Bombay Stock Exchange. The Company confirmed that it has paid Annual Listing Fees to the Bombay Stock Exchange for the year 202122.
AUDITORS
• STATUTORY AUDITOR
M/s Mittal & Associates, Chartered Accountants, (FRN 106456W) were appointed as Statutory Auditors of the Company from the conclusion 11th Annual General Meeting till the conclusion 16th Annual General Meeting of the Company will be held in year 2023.
• SECRETARIAL AUDITOR
M/s KMPM & Co. Practicing Company Secretaries, were appointed as Secretarial Auditors for the financial year 2021-22. The Secretarial Audit Report for the financial year ended on March 31, 2022 is annexed herewith marked as "Annexure-III" to this Report.
. INTERNAL AUDITOR
M/S. BURHAN & ASSOCIATES, Chartered Accountants, FRN (036633N) were appointed as Internal Auditors of the Company for the financial year 2021-22.
EXPLANATIONS OR COMMENTS OF THE BOARD ON QUAHFICATION(S). RESERVATION(S) OR ADVERSE REMARKfSI OR DISCLAIMER MADE BY:
The Statutory Auditor in its Report; The notes on accounts referred to in the auditors' report are selfexplanatory and therefore don't call for any further comments by the Board of Directors.
The Company Secretary in practice in his Report; There are no qualifications or adverse remarks in the Secretarial Auditors' Report exceptexisting Independent - Non Executive Directors, Mr. Mohan Chauhan and Mr. Yogesh Kumar have not yet appeared for the Online Proficiency Self-Assessment Test pursuant to the Section 150(1) of the Companies Act, 2013 read with Rule 6(1) of die Companies (Appointment and Qualification of Directors) Rules, 2014.
Board of Directors are assuring that the aforesaid compliance will be complied with on or before 30th September, 2022.
INSTANCES OF FRAUD. IF ANY REPORTED BY THE AUDITORS:
Pursuant to provisions of Section 143(12) and sub section (14) of the Companies Act, 2013, as amended from time to time, the Auditors have not reported any incident of fraud to the Company during the year under review.
SECRETARIAL STANDARDS:
The Company duly complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to regulation 34 of the SEBI (listing obligation and disclosure requirement) regulation 2015, the management discussion and analysis report and corporate governance report are appended as Annexure- 'IV' and forms a part of this Annual Report
RISK MANAGEMENT
The Board has developed appropriate framework and processes for identifying, assessing, and mitigating risk associated with the Company and developed procedures for reviewing management's action on implementation of the same. Major risks which in the opinion of the Board may threaten the existence of the Company are identified by the businesses and functions are systematically addressed through appropriate actions on a continuous basis, safeguarding the Company against those risks. The details of the same are set out in Management Discussion and Analysis Report
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE FPREVENTION. PROHIBITION & REDRESSAL1 ACT. 2013
Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and confidentiality of information. During the financial year ended March 31,2022 the Company has not received any complaints pertaining to sexual harassment.
ANNUAL RETURN
As per the provisions of section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an Annual Return in Form MGT -9 is available at the website of the Company at www.mymontcil.com.
ACKNOWLEDGEMENT
The Directors express their gratitude to the esteemed customers, shareholders,distributors, dealers, consultants and all the stakeholders of the Company for their unstinted support. The Directors also placed on record their belief that the consistent growth of the Company was only made possible by the solidarity, cooperation and support of its employees at all levels.The Directors seek and look forward to the same support during the future years of growth of the Company.