Lux Industries Ltd
Directors Reports
Dear sHareHoLDers,
Your Directors are pleased to present the 28th Annual Report concerning
the Company's business and activities. Additionally, the Audited Standalone and
Consolidated Financial Statements for the financial year ended March 31, 2023 are also
being presented.
1. Financial Highlights (C in Crores)
Particulars |
Standalone |
Consolidated |
| March 31, 2023 |
March 31, 2022 |
March 31, 2023 |
March 31, 2022 |
Revenue from Operations |
2367.97 |
2273.00 |
2378.66 |
2295.88 |
Other Income |
18.79 |
16.99 |
18.97 |
17.04 |
Total Revenue |
2386.76 |
2289.99 |
2397.63 |
2312.92 |
Profit Before Tax |
198.19 |
459.27 |
188.88 |
455.92 |
Tax Expense (Including
Deferred Tax) |
51.43 |
117.88 |
51.41 |
117.86 |
Profit after Tax |
146.76 |
341.39 |
137.47 |
338.06 |
2. Operating & Financial Performance
Despite facing headwinds such as a global recession, the Russia-Ukraine
war, volatility in raw material prices, high inflation rates, and increase in Covid-19
cases in many countries, your Company has reported identical numbers this year. The
Company's total revenue for the current Financial Year 2022-23 is C2398 crores, compared
to C2313 crores in the previous Financial Year 2021-22. Moreover, the Company's EBITDA and
PAT for the current Financial Year are C233 crores and C137 crores, respectively, whereas
they were C490 crores and C338 crores in the previous Financial Year. The Company's
profitability was significantly impacted by the volatility in raw material prices.
However, to maintain stability in pricing and diversify the supply chain, the Company has
strengthened its relationship with suppliers and negotiated long-term contracts with
multiple suppliers for raw materials.
We are grateful that our Company had a satisfactory performance in
2022-23, and we are optimistic that by product differentiation through branding, celebrity
endorsements and enhanced quality 2023-24 will be a better year.
Lux, being one of the biggest players in the branded innerwear
industry, had been proactive about the changing consumer-preferences and is responding by
creating innovative and trendy product lines and maintaining a healthy balance between
offline and online channels. Company is expanding its e-commerce presence and has
partnered with top e-commerce companies such as Amazon, Flipkart, Myntra and Ajio and is
currently shipping more than 4,000 orders daily. Going forward, the Company aims to
generate about C100 crores of top line coming in from the online channel.
The innerwear garments industry has few leaders and the Company stands
out amongst them with its expansion-distribution network consisting of 19 warehouses in 12
states, 2 lakh+ multi brand stores and 9 EBOs (Exclusive Brand Outlets), 1170+ dealers'
network and 11 Depots driving faster distribution in India. The export network of 46
countries has expanded significantly, with the inclusion of 24 new countries over the past
5 years and the ambitious goal is to target a total of 60 countries by 2025.
As the Company has expanded beyond its origins as an innerwear-only
manufacturer and diversified into athleisure and outwear, entered the southern region of
India, and broadened its product range to include women's innerwear and outerwear, as well
as children's clothing, it has become a well-rounded player in the market. The Company has
also recognized the potential of the women's wear market segment and has made a deliberate
effort to expand its presence in this space. This has been achieved through a combination
of strategies, including leveraging e-commerce platforms and other disruptive channels.
The Company actively engages in and makes contributions to various industry-level research
and development (R&D) initiatives, including the initiatives taken by Hosiery
association. However, there is no specific allocation of funds dedicated to these
initiatives. The Company recognizes the importance of investing in automated equipments
over standard equipments that improves efficiency of our operations and has invested C17
crores on advanced machinery from Italy, Germany, and Singapore.
The Company is achieving new heights by strengthening its brand with
the support of brand ambassadors such as Vijay Deverakonda, Jacqueline Fernandez, Salman
Khan, Sourav Ganguly, Virat Kohli, Varun Dhawan, Boman Irani, and Taapsee Pannu.
Furthermore, the Company is expanding into the premium market with ONE8, which has
independent and dedicated manufacturing facilities and the backing of Virat Kohli.
Additionally, it has sponsored the KKR team in the IPL to increase the brand's global
visibility and reputation. The Company allocates an average of 8% of its revenues to
branding initiatives, with a return of C12.74 for every rupee spent on advertising and
publicity. Also, Company is expanding women's wear segment into a complete range including
inner wear and athleisure through its brand 'Lyra.'
Company has taken a multi-faceted approach to achieve success. By
focusing on brand building activities, the Company has been able to strengthen its product
portfolio and differentiate itself from competitors. Additionally, by implementing the
latest technology in manufacturing processes, the Company is likely able to produce goods
more efficiently and effectively than competitors, which can help lower costs and improve
product quality. On the supply chain side, the Company's large distribution network is a
core strength that likely allows it to reach customers quickly and
efficiently. This can help the Company respond to changes in demand and minimize inventory
costs.
All factories worked efficiently during the year. Safety measures and
processes have been installed and improved upon at all factories and work sites.
During the year under review, there has been no change in the nature of
business.
3. Performance of Subsidiary Company Artimas
Fashions Private Limited
During the year under review, Artimas Fashions Private Limited has
captured good market segment under the brand name of One8Brand of Indian Cricket Team's
Former Captain Virat Kohli and has reported de-growth of 4% in its Revenue. The Total
Income for the current financial year was C24.90 crores as compared to C26.02 crores in
the previous financial year.
4. Dividend
Over the years, Lux has consistently followed a policy of paying high
dividend, keeping in mind the cashgenerating capacities, the expected capital needs of
business and strategic considerations. The Company recommended/ declared dividend as
under:
Type of Dividend |
Financial Year 2022-23 |
Financial Year 2021-22 |
| Divdend Per |
Dividend Per |
|
Share in |
Share in |
Interim Dividend |
Nil |
12.00 |
Final Dividend |
5.00* |
- |
Total Dividend |
5.00* |
12.00 |
* Recommended by the Board of Directors at its meeting held on May 30,
2023 for Financial year 2022-23. The payment is subject to the approval of the
shareholders at the ensuing Annual General Meeting (AGM) of the Company.
Dividend Distribution Policy
In terms of the provisions of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, ('Listing Regulations') the
Board of Directors of the Company has adopted a Dividend Distribution Policy which is
annexed as "AnnexureA" to this report and is also available on the website of
the Company i.e. http://s3.amazonaws.com/ luxs/ckeditors/pictures/356/original/Dividend_
Distribution_Policy.pdf
5. Capex and Liquidity
During the financial year 2022-23, the Company projected to invest 150
crores for enhancing production and storage capacity at Ludhiana along with the ongoing
capital expenditures in its Hosiery Park project in West Bengal. With improved mechanical
equipment and a scientific approach in operations, the Company aims for more flexibility
in terms of capacity according to market demand.
Your Company has sufficient cash to meet its operations and strategic
objectives. Net borrowings have decreased from 1205 Crores as on March 31, 2022 to 1114
Crores as on March 31, 2023. The balance funds have been invested in deposits with banks,
highly rated financial institutions and debt schemes of mutual funds.
6. Material Changes and Commitments
No material changes and commitments have occurred from the date of the
close of the financial year, to which the financial statements relate, till the date of
this Report, which affects the financial position of the Company.
7. Significant & Material Orders
No significant and material orders has been passed by any Regulators or
Courts or Tribunals impacting the going concern status and the Company's operations in
future during the financial year under review.
8. Consolidated Financial Statements
The Consolidated Financial Statements of the Company are prepared in
accordance with the relevant Indian Accounting Standards issued by the Institute of
Chartered Accountants of India and forms an integral part of this report.
Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5
of the Companies (Accounts) Rules, 2014, a statement containing salient features of the
financial statements of Subsidiaries is given in Form AOC-1 and annexed as
Annexure"L".
9. Share Capital
The paid-up share capital of the Company stood at 16,26,35,362 as at
March 31, 2023 comprising of 3,00,71,681 equity shares of 12/each (plus forfeited share
capital amounting 124,92,000).
During the year under review, there was no change in the Share Capital
of the Company.
10. Transfer to Reserves
The Company has not transferred any amount to the General Reserve
during the financial year under review.
11. Transfer to Investor Education and Protection
Fund
During the financial year under review, the Company has transferred
unpaid/unclaimed dividend, amounting to 178,780/for Financial Year 2014-15 to the Investor
Education and Protection Fund (IEPF) of the Central Government of India.
Further the unpaid/unclaimed dividend, amounting to 156,970 in relation
to interim dividend declared in financial year 2015-16 has been transferred to IEPF in
May, 2023.
Dividend which was declared for the year ended March 31, 2016 at the
Annual General Meeting held on September 27, 2016, which remains unclaimed, will be
transferred to the IEPF by November, 2023 pursuant to the provisions of the section 124
and 125 of the Companies Act, 2013. Thereafter, no claim shall lie on the Company for
these unclaimed dividends. Shareholders will have to make their claim with the IEPF
Authority following the appropriate rules in this regard.
Further, the equity shares corresponding to the dividend which remained
unclaimed for seven consecutive years, will be also transferred to the Demat account of
the IEPF Authority. Individual notices and necessary newspaper publication will be made in
this regard.
5 Equity shares in respect of 1 folio corresponding to the dividend for
the year ended on March 31, 2015 which remained unclaimed for seven consecutive years were
transferred to the IEPF Authority in compliance with Section 124 of the Companies Act,
2013 read with rule 6 of the Investor Education and Protection Fund (Accounting Audit,
Transfer and Refund) Rules, 2017. Individual notices to concerned shareholder(s) were
served and advertisement in newspapers were published by the Company in this regard.
Members are requested to claim the dividend(s), which have remained
unclaimed/unpaid, by sending a written request to the Company at investors@luxinnerwear.
com or to the Company's Registrar and Transfer Agent KFin Technologies Limited at
einward.ris@ kfintech.com or at their address at KFin Technologies Limited, Unit: Lux
Industries Limited, Selenium Tower B, Plot 31-32, Financial District, Nanakramguda,
Serilingampally Mandal, Hyderabad 500032. Members can find the details
of the Nodal officer appointed by the Company under the provisions of IEPF at https://
www.luxinnerwear.com/investor-contacts.
List of shareholders whose dividend remained unclaimed till date of
ensuing AGM will be uploaded on the website of the Company www.luxinnerwear. com under
heading 'Investors' Section.
12. Deposits
Your Company had not accepted Deposits from the public any time, hence,
there is no opening balances of Deposits. Further, your Company has also not accepted any
Deposits during the financial year 2022-23 and no principal or interest were outstanding
as on March 31, 2023 as per the provisions of the Companies Act, 2013 and the Rules framed
thereunder.
13. Particulars of Loans, Guarantees or
Investments
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or guarantee or security
provided is proposed to be utilized by the recipient are provided in the Standalone
Financial Statement. (Refer Note 37 to the Standalone Financial Statement).
14. Internal Control System and their adequacy
Your Company has established guidelines and procedures that facilitate
adequate internal control system (including internal financial control system) throughout
the Company. The details in respect of adequacy of internal financial controls with
reference to the Financial Statements are stated in Management Discussion and Analysis
which forms part of this Report.
15. Corporate Social Responsibility Initiatives
Pursuant to section 135 of the Companies Act 2013, read with rules made
there under, the Company has constituted a Corporate Social Responsibility (CSR) Committee
(the "CSR Committee") comprising of Mr. Ashok Kumar Todi, Mr. Pradip Kumar Todi
& Mr. Kamal Kishore Agrawal for monitoring and overseeing the CSR initiatives. Lux
undertakes CSR initiatives both directly and as well as through Lux Foundation.
This year, Company's CSR initiatives were based primarily towards:-
Enabling and empowering the underprivileged people of the society to
have a dignified lifestyle,
Promoting quality education to underprivileged and tribal children,
Ensuring animal welfare and environment sustainability,
Promoting competitive sports,
Promoting art and culture and
Providing medical support to deserving people and promoting healthcare.
During the year under review, the Company has spent an amount of C6.80
Crores towards CSR activities. An ongoing residential school project for 1000+
underprivileged girls at Joka, West-Bengal is in the stage of completion and will be
inaugurated in July 2023. In addition, the Company took initiative for developing one
rest-room for economically-weaker section in South 24 Paraganas, West Bengal. T o promote
sports activities the Company provided support for development of infrastructures in
Newtown, West Bengal. The details are broadly covered in the CSR Report forming part of
Annual Report.
The CSR Policy may be accessed on the Company's website at the link:
http://s3.amazonaws.com/luxs/ ckeditors/pictures/95/original/CSR_Policy.pdf
The Annual Report on CSR activities is annexed herewith as Annexure 'B'
forming part of this Report.
16. Management Discussion and Analysis Report
Pursuant to Regulation 34(2) (e) of SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, Management Discussion and Analysis Report for
the year 2022-23 is annexed as Annexure 'C' forming part of this Report.
17. Corporate Governance
The Company is committed to uphold good Corporate Governance practices.
Pursuant to Regulation 34(3) read with Part C of Schedule V of SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015, a separate section on Corporate
Governance together with a certificate from the Company's Auditor confirming compliance is
set out in Annexure 'D' and Annexure 'F' respectively forming part of this report.
18. Chairman and Managing Director Certification
As required under Part B of Schedule II read with Regulation 17(8) of
SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, the CEO and Whole-Time
Director certification on the accounts of the Company as given by Mr. Ashok Kumar Todi,
Chairman and Whole Time Director and Mr. Pradip Kumar Todi, Managing Director is set out
in Annexure 'E' forming part of this report. Further a declaration on the Code of Conduct
is also part of it.
19. Directors, Key Managerial Personnel (KMP)
& Senior Managerial Personnel (SMP)
As of March 31, 2023, the Board comprised of 12 Directors, 6 of whom
were Independent Directors, including two independent woman directors. The Chairman of the
Board and the Managing Director were held by different individuals, both being Executive
Directors. There were no changes in the Board members during the review period. You can
find the profiles of all Directors on the Company's website at
https://www.luxinnerwear.com/management/board-
of-directors.
As required under Regulation 34(3) and Schedule V Para C clause (10)
(i) of the Listing Regulations the certificate on Non-disqualification of Directors by M/s
MR & Associates, Practicing Company Secretary confirming that none of the directors on
the Board of the Company has been debarred or disqualified from being appointed or
continuing as director of companies by the SEBI / Ministry of Corporate Affairs or any
such statutory authority is annexed as Annexure 'G' to the Board's Report.
As on March 31, 2023, the Key Managerial Personnel (KMP) of the Company
in compliance with the provision of section 203 of the Companies Act, 2013 are as under:-.
Sl No. |
Name of the KMP |
Designation |
1. |
Mr. Ashok Kumar Todi |
Whole-time Director |
2. |
Mr. Pradip Kumar Todi |
Managing Director |
3. |
Mr. Navin Kumar Todi |
Executive Director |
4. |
Mr. Rahul Kumar Todi |
Executive Director |
5. |
Mr. Saket Todi |
Executive Director |
6. |
Mr. Udit Todi |
Executive Director |
7. |
Mrs. Smita Mishra |
Company Secretary &
Compliance Officer |
8. |
Mr. Saurabh Kumar Bhudolia, |
Chief Financial Officer* |
*During the year under review, Mr. Saurabh Kumar Bhudolia, Chief
Financial Officer of the Company resigned with effect from January 15, 2023.
Mr. Ajay Nagar has been appointed as the Chief Financial Officer and
KMP of the Company on the recommendation of Nomination and Remuneration Committee and
approval of Board of Directors with effect from May 30, 2023.
Based on the recommendation of the Nomination and Remuneration
Committee, the Board has designated and appointed Mr. Udai Kumar Agarwal as Chief
Operating Officer and SMP with effect from November 14, 2022.
a. Retirement by Rotation
Mr. Rahul Kumar Todi (DIN: 00054279) and Mr. Saket Todi (DIN:
02821380), Executive Directors of the Company are liable to retire by rotation and, being
eligible, offer themselves for reappointment in accordance to section 152(6) of the
Companies Act, 2013, at the ensuing Annual
General Meeting of Company.
b. Declarations from Independent Directors
All Independent Directors of the Company have given declarations under
section 149(7) of the Companies Act, 2013 ("Act"), that he/she meets the
criteria of independence as laid down under section 149(6) of the Act and Regulation
16(1)(b) of the Listing Regulations.
c. Familiarization Program
The details of the training and familiarization program are provided in
the Corporate governance report. Further, at the time of the appointment of an independent
director, the Company issues a formal letter of appointment outlining his / her role,
function, duties and responsibilities. The format of the letter of appointment is
available on our website, at http://s3.amazonaws.com/luxs/
ckeditors/pictures/344/original/Familiarization_ Programme.pdf.
Directors are also explained in detail, the various declarations/affirmations required
from him/her as a Independent Director under various provision of Companies Act, 2013, and
such other rules and regulations.
d. Board Evaluation
Pursuant to the provisions of section 178 of Companies Act, 2013 and
Regulation 17 and 19 of the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, the Board has carried out an evaluation of its own performance, the
performance of individual directors and its Committee. The manner in which the evaluation
has been carried out has been explained in Nomination & Remuneration Policy in the
Corporate Governance Report.
Further, the Independent Directors of the Company met once during the
year on March 16, 2023 to review the performance of the Executive Directors, Chairman of
the Company and performance of the Board as a whole. Details of the separate meeting of
Independent Directors is given in the Corporate Governance Report.
e. Remuneration Policy
The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment of Directors, Senior
Management and their remuneration. The salient features of the Nomination and Remuneration
Policy is stated in the Corporate Governance Report and has also been posted on the
Company's website: http://s3.amazonaws.com/
luxs/ckeditors/pictures/357/original/Nomination_ and_remuneration_Policy_13.05.2023.pdf
f. Meetings
During the year under review, four Board Meetings were convened and
held. The details are given in the Corporate Governance Report. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013 and
such other rules and regulations.
g. Committees
The following are the details of the Committees as on March 31, 2023 -
Audit Committee
Nomination and remuneration Committee
Stakeholder's Relationship Committee
Risk Management Committee
Corporate Social Responsibility Committee
Committee of Directors
Share Transfer Committee
The composition of each of the above Committee, their respective roles
and responsibilities are provided in detail in the Corporate Governance Report.
h. Board Procedure:
The Board of Directors meets from time to time to transact the business
in respect of which the Board's attention is considered necessary. The Board meets at
least once in each quarter, which is scheduled in advance. There is a well-laid procedure
to circulate detailed agenda papers to the Directors before each meeting and in
exceptional cases these are tabled. The Directors discuss and express their views freely
and seek clarifications on items of business taken up in the meetings. The discussions are
held in a transparent manner. Various decisions emanating from such meetings are
implemented to streamline the systems and procedures followed by the Company.
The Board regularly reviews the strategic, operational policy and
financial matters of the Company. The Board has also delegated its powers to the
Committees. The Board reviews the compliance of the applicable laws in the meeting. The
Budget for the financial year is discussed with the Board at the commencement of the
financial year and the comparison of the quarterly/ annual performance of the Company
vis-a-vis the budgets is presented to the Board before taking on record the quarterly/
annual financial results of the Company. The requisite information as required is provided
to the Board.
The information as specified in Regulation 17(7) of Listing Regulations
is regularly made available to the Board.
20. Director's Responsibility Statement
Pursuant to the requirement under section 134(3) (c) and 134(5)of the
Companies Act, 2013, the directors confirm:
a. that in the preparation of the annual accounts for the year ended
March 31, 2023, the applicable accounting standards have been followed along
with proper explanation relating to material departure, if any;
b. that such accounting policies as mentioned in the notes to annual
accounts have been selected and applied consistently and judgments and estimates have been
made that were reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company as at March 31, 2023 and of the profit of the Company for the year
ended on that date;
c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;
d. that the annual accounts of the Company have been prepared on a
'going concern basis';
e. that proper internal financial controls are in place and that the
financial controls are adequate and operating effectively;
f. that proper systems to ensure compliance with the provisions of all
applicable laws are in place and that such systems were adequate and operating
effectively.
21. Related Party Transactions
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary course of the business.
There are no materially significant related party transactions made by the Company with
the Promoters, Key Managerial Personnel or other designated persons which may have
potential conflict with interest of the Company at large during the year under review.
All the related party transactions were reviewed by the Audit
Committee. There were no contracts, arrangements or transactions entered into during
financial year 2022-23 that fall under the scope of first proviso to Section 188(1) of the
Companies Act, 2013. As required under the Companies Act, 2013, the prescribed Form AOC-2
is appended as Annexure -H to the Board's report.
The Policy as per SEBI (LODR) Regulations, 2015 is available on the
website of the Company and can be accessed at http://s3.amazonaws.com/luxs/
ckeditors/pictures/345/original/RPT_for_website.pdf
Further as required under Para A of Schedule V of Listing Regulations
following promoters are holding more than 10% of shareholding as on March 31, 2023 with
whom transactions were held by the Company:
1. Mr. Ashok Kumar Todi
2. Mr. Pradip Kumar Todi
3. Mrs. Prabha Devi Todi
4. Mrs. Bimla Devi Todi
Disclosure of transaction with above-mentioned promoters are given in
the notes no. 32 to Notes to accounts.
22. Subsidiaries, Associate and Joint Ventures
Companies
The Company has one subsidiary i.e. Artimas Fashions Private Limited
(Unlisted Private Limited Company). Further the Company does not have any associates and
there were no joint ventures entered into by the Company.
23. Vigil Mechanism
The Company has a vigil mechanism contained in the Whistle Blower
Policy, in terms of section 177 of the Companies Act 2013 and Regulation 22 of Listing
Regulations, to deal with instances of fraud and mismanagement, if any. The purpose of
this policy is to provide a framework to promote responsible and secure whistle blowing.
The Whistle Blower Policy also provides employees to report instances
of leak of unpublished price sensitive information as required under sub-regulation 6 of
Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, 2015. It protects
employees wishing to raise a concern about serious irregularities within the Company.
A quarterly report with the number of complaints, if any, received
under the Policy and their outcome is placed before the Audit Committee and the Board. The
policy on vigil mechanism may be accessed on the Company's website:
http://s3.amazonaws.com/ luxs/ckeditors/pictures/391/original/Whistle_Blower_ Policy.pdf
24. Auditors & Audit Reports
i. Statutory Auditors:
Your Company at its 27th Annual General Meeting held on September 20,
2022 had reappointed M/s S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP (Firm Registration
Number: 306033E) as
Statutory Auditors of the Company for a period of five consecutive
years i.e., from the conclusion of the 27th AGM until the conclusion of the 32nd AGM of
the Company to be held in the year of 2027 at a remuneration as may be fixed by the Board
of Directors and Audit Committee as mutually agreed with Auditors. The Statutory Auditors
have confirmed that they satisfy the independence criteria as required under the Act.
M/s S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP (Firm Registration
Number: 306033E) Statutory Auditors of the Company have submitted their Independent
Auditor's report on the Financial Statements of the Company for the year ended on March
31, 2023.
The Auditors' Report on the Financial Statements of the Company for the
year ended March 31, 2023 does not contain any qualifications, reservations or adverse
remarks. The Auditor's Report is enclosed with the Financial Statements and forms part of
the Annual Report. The observation made in the Auditors' Report read together with
relevant notes thereon are self-explanatory and hence do not call for any further comments
under Section 134 of the Companies Act, 2013.
ii. Secretarial Auditors and Secretarial Audit
Report:
As required under section 204 (1) of the Companies Act, 2013 and The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Mr. Mohan Ram Goenka of M/s MR & Associates, Practicing Company
Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Auditors'
Report of the Company for the year ended March 31, 2023 does not contain any
qualifications, reservations or adverse remarks hence do not call for any further comments
under Section 134(3) (f) of the Companies Act, 2013. It is annexed as Annexure 'I'.
iii. Internal Auditor:
Ernst & Young LLP (EY), were appointed as the Internal Auditors of
the Company to conduct the Internal Audit for the Financial Year 2022-23 in accordance
with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules,
2014. The Audit Committee considers and reviews the Internal Audit Report submitted by the
Internal Auditor on a quarterly basis.
iv. Cost Audit and Cost Records:
The provisions of Section 148 of the Companies Act, 2013, with respect
to maintenance of Cost records and cost audit are not applicable to the Company.
v. Fraud
During the year under review, neither the Statutory Auditors nor the
Secretarial Auditor have reported to the Audit Committee, under Section 143(12) of the
Act, any instances of fraud committed against the Company by its Officers or Employees,
the details of which would need to be mentioned in this Annual Report.
25. Insider Trading Code
In compliance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 ('the PIT Regulations') on prevention
of insider trading, the Company had instituted a comprehensive Code of Conduct for
regulating, monitoring and reporting of trading by Insiders. The said Code lays down
guidelines, which advise Insiders on the procedures to be followed and disclosures to be
made in dealing with the shares of the Company and cautions them on consequences of
non-compliances.
During the financial year 2022-23, Code of Internal Procedure and
Conduct to Prohibit Insider Trading and Code of practices and procedures of fair
disclosures of unpublished price sensitive information were amended by the Company in its
Board meeting held on August 9, 2022 and the same was updated on the website of the
Company. Both the aforesaid Codes are in line with the SEBI (PIT) Regulations, 2015.
26. Credit Ratings
During Financial Year 2022-23 under review, Acuite Ratings &
Research Limited (previously known as SMERA Ratings Limited) has reaffirmed the following
rating with enhancement in the limit in the long-term Bank facilities:-
Ratings |
Amount |
Category |
Remarks |
ACUITE AA+(Stable) |
464.18 |
LongTerm Bank Facilities |
Reaffirmed |
ACUITE A1+ |
1.50 |
Short Term Instruments |
Reaffirmed |
27. Annual Return
Pursuant to Section 92(3) read with Section 134(3)
(a) of the Act, the Annual Return as on March 31, 2023 is available on
the Company's website at http:// s3.amazonaws.com/luxs/ckeditors/pictures/411/
original/Draft_MGT-7.pdf
28. Business Responsibility and Sustainability
Report
Your Company contributes towards sustainable development and fulfills
its social, environmental, and economical responsibilities, creating a long-lasting value
for all stakeholders. Company is committed to maintain highest standards of ethics in all
spheres of its business activities.
In compliance with regulation 34(2)(f) of Listing Regulations, Lux has
published its Business Responsibility Report (BRR), as a part of its Annual Report every
year in the past. In terms of amendment to regulation 34 (2) (f) of LODR Regulations vide
Gazette notification no. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021 and the National
Guidelines on Responsible Business Conduct (NGRBC) guidelines as established by the
Ministry of Corporate Affairs (MCA), Government of India, Lux is publishing its Business
Responsibility & Sustainability Report (BRSR) which forms part of the Annual Report as
Annexure 'J'.
29. Cyber Security
Your Company has a structured framework for cybersecurity. The Risk
Management Committee ensures the overall responsibility for oversight of cybersecurity
frameworks. Mr. Bibek Maity is Chief Information Officer ("CIO") of the Company
having rich experience in Information/Cybersecurity. He looks after the information
technology and cyber security related matters.
30. Risk Management
In accordance with the SEBI Listing Regulations, the Board of Directors
of the Company is responsible for framing, implementing and monitoring the risk management
plans of the Company. The Company has a "Risk Management Policy" to identify
risks associated with the Company, assess its impact and take appropriate corrective steps
to minimize the risks that may threaten the existence of the Company. The Enterprise Risk
Management (ERM) framework of the Company is comprehensive and robust enough to respond
against any uncertainty.
It has risk identification, analysis, evaluation and treatment
mechanism, ensuring that smallest factor of uncertainty present in any layer is
identified, evaluated and treated suitably. An update on ERM plan is presented and
deliberated upon in the RMC meetings on half yearly basis and at least once in a year at
the Board level. The Audit Committee has additional oversight over financial risks and
controls. Annual risk assessment exercise is conducted in line with the framework,
existing risks, their mitigation actions are evaluated, and new risks are identified.
Risk Management Committee (RMC) of the Company on half-yearly basis,
reviews the risks, adequacy of risk mitigating actions and identifies the new risks, takes
strategic decisions to ensure that organization successfully achieves the business
objectives and fulfils expectations of all its stakeholder.
During the year under review, the RMC evaluated the risk management
system of the Company, reviewed the Cyber security related risk and action initiated by
the management to minimize the impact on the Company. The Risk Management Policy of the
Company was reviewed by the Board in its meeting Meeting held on February 9, 2023 and the
same has been updated on the website: http://s3.amazonaws.com/luxs/ckeditors/
pictures/389/original/Risk_Management_Policy.pdf
31. Industrial Relation
During the year under review, the industrial relations remained cordial
and stable. The directors wish to place on record their appreciation for the excellent
cooperation received from the employees at all levels.
32. Litigation
During the year under review, there were no outstanding material
litigations. Details of litigations/ dispute are disclosed in the financial statements.
33. Compliance with Secretarial Standards
The Company complies with all applicable mandatory secretarial
standards issued by the Institute of Company Secretaries of India.
34. Particulars of Employees
As on March 31, 2023, total number of employees on the records of the
Company was 3055 as against 2678 in the previous financial year.
Disclosure required in respect of employees of the Company, in terms of
provisions of Section 197 (12) of the Companies Act, 2013 read wi th Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed herewith as AnnexureK and forms part of Directors' Report.
Directors place on record their appreciation for the significant
contribution made by all employees, who through their competence, dedication, hard work,
cooperation and support, have enabled the Company to cross new milestones on a continual
basis.
35. Prevention of Sexual Harassment at workplace
The Company is committed to provide a work environment which ensures
that every employee is treated with dignity, respect and equality. There is zero tolerance
towards sexual harassment. Any act of sexual harassment invites serious disciplinary
action. The Company has established policy against Sexual Harassment for its employee. The
Company has an internal complaint committee, for Prevention of Sexual Harassment
comprising of (i) Mrs. Smita Mishra Company Secretary & Compliance OfficerChairperson
(ii) Mr. Rajendra Kumar Bhutoria HR Manager Member (iii) Mrs. Shikha Jajoo GM
FinanceMember. The policy allows any employee to freely report any such act and prompt
action will be taken thereon. No complaints were received during the year under review.
36. Codes and Board Policies
The Company strives to conduct its business and strengthen its
relationships in a manner that is dignified, distinctive and responsible. It adheres to
highest ethical standards to ensure integrity, transparency, independence and
accountability
in dealing with its stakeholders. Accordingly, the following codes and
policies have been adopted by the Company:
Code of Conduct
Vigil Mechanism/Whistle Blower Policy
Risk Management Policy
Nomination and Remuneration Policy
Related Party Transaction Policy
Corporate Social Responsibility Policy
Code of Internal Procedure and conduct to Prohibit Insider Trading in
Securities of Lux Industries limited ("Company").
Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information (UPSI)
Policy on Preservation of documents/Archival Policy
Policy on Disclosure of Materiality for Disclosure of Events
Policy for Prevention of Sexual Harassment at Workplace
Business Responsibility and Sustainability Policy
Dividend Distribution Policy
Policy on determining Material Subsidiaries.
Health, Safety and Environment Policy
The Company has not approved any new policy during the year, however
some existing policies were amended and revised by the board as required under Companies
Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements)Regulations. The
policies are reviewed periodically by the Board and updated as needed.
During the year board revised the
following policies/Codes: |
Name of the Policy |
Summary of Key Changes |
Web link (if any) |
Risk management Policy |
The Risk Management Policy
was amended in line with SEBI (LODR) Regulations, 2015 as amended from time to time. |
http://s3.amazonaws.com/luxs/ckeditors/
pictures/389/original/Risk_Management_
Policy.pdf |
Code of Internal Procedure and
Conduct to Prohibit Insider Trading |
The Code of Internal
Procedure and Conduct to Prohibit Insider Trading was amended in line with SEBI (PIT)
Regulations, 2015 as amended from time to time. |
http://s3.amazonaws.com/luxs/ckeditors/
pictures/259/original/Lux_Insider_trading_
Code_v5_09082022.pdf |
Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) |
The Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive information (UPSI) was
amended in line with SEBI (PIT) Regulations, 2015 as amended from time to time. |
http://s3.amazonaws.com/luxs/ckeditors/
pictures/234/original/Code_of_Practices_
and_procedure_of_Fair_Disclosure.pdf |
Name of the Policy |
Summary of Key Changes |
Web link (if any) |
Code of Conduct |
The scope of applicability of
the Code of Conduct and the duties of the independent directors were modified. |
http://s3.amazonaws.com/luxs/ckeditors/
pictures/251/original/Code_of_Conduct.pdf |
37. Conservation of Energy, Technology Absorption and Foreign Exchange
Earning and Outgo:
The particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo required to be disclosed under section
134(3) (m) of the Companies Act, 2013, are annexed here to and forms part of this report
as Annexure 'M'.
38.Insurance
The Company has taken adequate insurance to cover the risks to its
employees, property (land and buildings), plant, equipment, other assets and third
parties.
39. The details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 ('Code'):
During the year under review, the Company has not submitted any
applications and there is no pending proceeding against it.
40. The details of difference between amount of the valuation done at
the time of one-time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof:
Not Applicable.
41. Acknowledgement
The Board wishes to place on record its sincere appreciation for the
continued assistance and support extended to the Company by its customers, vendors,
investors, business associates, banks, government authorities, employees and other
stakeholders.
42. Annexures forming part of Board Report
The Annexures referred to in this Report and other information which
are required to be disclosed are annexed herewith and form a part of this Report of the
Directors:
Annexure |
Particulars |
Annexure A |
Dividend Distribution Policy |
Annexure B |
Annual Report on Corporate
Social Responsibility (CSR) Activities |
Annexure C |
Management Discussion and
Analysis Report |
Annexure D |
Report on Corporate
Governance |
Annexure E |
Certification by Chairman and
Managing Director of the Company |
Annexure F |
Auditors' Certificate on
Corporate Governance |
Annexure G |
Certificate of
NonDisqualification of Directors |
Annexure H |
Particulars of contracts /
arrangements made with related parties in Form AOC-2 |
Annexure I |
Secretarial Audit Report |
Annexure
J |
Business Responsibility &
Sustainability Report ('BRSR') |
Annexure K |
Details pertaining to
remuneration as required under section 197 (12) of the Companies Act, 2013 read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 |
Annexure L |
Statement containing salient
features of the financial statements of Subsidiaries in Form AOC-1 |
Annexure M |
Conservation of Energy,
Technology Absorption and Foreign Exchange Earning and Outgo |
For and on behalf of the Board of
Directors |
|
Sd/- |
|
Ashok Kumar Todi |
Place: Kolkata |
Chairman |
Date: May 30, 2023 |
DIN: 00053599 |
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