Dear Members, Lorenzini Apparels Limited
Your Directors have pleasure in presenting the 18th
(Eighteen) Annual Report on the business and operations of the Company together with
Audited Financial Statements for the financial year 2024-25. The financial highlights are
as follows: - We are pleased to present Company's 18th Annual Report along
with the Annual Financial Statements detailing the business performance and operations of
our company. This report also includes a summary of our financial statements for the
financial year ending March 31, 2025. Company is committed to setting new benchmarks in
corporate transparency and accountability. This comprehensive report is a testament to our
dedication to providing a holistic view of our performance, strategy, and impact. Our
robust corporate governance framework reflects our dedication to ethical leadership,
compliance, and stakeholder trust. We present the financial statements for the year,
providing a transparent and precise assessment of our financial position, operational
results, cash flows, and changes in equity. These statements have been prepared in strict
accordance with applicable accounting standards, ensuring accuracy and reliability.
FINANCIAL RESULTS:
The Company's financial performance for the financial year ended
March 31, 2024 is summarized below:
(Amount in Lakhs)
Particular |
2024-2025 |
2023-2024 |
Revenue from operations |
6,342.04 |
5475.92 |
Other Revenue |
342.26 |
187.07 |
Total Income |
6,684.29 |
5662.99 |
Total Expenses |
5,908.92 |
4,938.93 |
Profit Before Tax |
775.38 |
724.06 |
Less: Income Tax Current Year |
(247.03) |
(195.76) |
Deferred Tax |
40.80 |
5.37 |
Previous Year |
14.49 |
(4.01) |
Profit/(Loss) after tax |
583.64 |
529.66 |
Basic EPS |
0.34 |
0.34 |
Diluted EPS |
0.34 |
0.32 |
RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS
During the financial year under review, the Company recorded a turnover
of 6,342.04 lakhs against 5475.92 lakhs in the previous year and the Company has incurred
profit of 583.64 lakhs as compared to profit of 529.66 lakhs in 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 modestly but despite 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.
COMPANY OVERVIEW
LORENZINI APPARELS LIMITED was incorporated in the year 2007 under the
Companies Act 1956. Our Company is engaged in Manufacturing, Designing and Marketing ready
made garments offering a diverse range of formal, Semi- Formal and casual wear for Women.
The Company serves its customers through the channels of retail business and E-commerce.
It also outsources the garments manufacturing on job work basis from third party
contractors from time to time and provides the technical specification such as designs,
pattern, quality fabrics etc. to them who based on company specifications, procure the
requisite raw material at their own costs and begin the manufacturing process. The
Products are sold under the brand name MONETIL through the exclusive stores
/outlets in India.
CHANGE IN THE NATURE OF BUSINESS
There have been no changes in the nature of business of the Company
during the Financial Year.
TRANSFER TO RESERVES
Details with regard to amount transferred to reserves are provided in
the Notes to financial statements forming part of this Annual Report.
DIVIDEND
The Board of Directors has not recommended any dividend for the
financial year ended on March 31, 2025. 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 OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
The provisions of Section 125(2) of the 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 of the balance sheet for the Financial Year 2024-25.
SHARE CAPITAL
Authorized Share Capital
As on 31st March 2025, the Authorized Share Capital of the Company
stands at 17,30,00,000 (Rupees Seventeen Crore Thirty Lakhs only), divided into
17,30,00,000 (Seventeen Crore Thirty Lakh) Equity Shares of 1/- (Rupee One) each. There
has been no change in the Authorized Share Capital of the Company during the financial
year.
Paid up Share Capital
As on 31st March 2025, the paid-up Share Capital of the Company stands
at 17,27,36,551 (Rupees Seventeen Twenty-Seven Lakh Thirty-Six Thousand Five Hundred
Fifty-One only) divided into Equity Shares of 1/- (Rupee One) each. During the financial
year 2024-25, the Company increased its paid-up Capital from 15,66,89,001 (Rupees Fifteen
crore Sixty-Six Lakh Eighty-Nine Thousand One only), Equity Shares of 1/- each, to
17,27,36,551 (Rupees Seventeen Twenty-Seven Lakh Thirty-Six Thousand Five Hundred
Fifty-One only) divided into Equity Shares of 1/- (Rupee One). During the financial year,
the Company allotted 1,60,47,550 equity shares on the conversion of convertible warrants
into equity shares.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your 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.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There are no material changes and commitments affecting the financial
position of the Company between the end of the financial year and the date of this report,
except for the Promoter Reclassification. The Company received a request letter from Ms.
Deepika Jain seeking reclassification from the 'Promoter' category to the 'Public'
shareholder category. This request was duly considered and has been approved by the
Shareholders of the Company, BSE Limited, and the National Stock Exchange of India Limited
(NSE).
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE
COMPANIES ACT, 2013
Details of loans, guarantees, and investments made under Section 186 of
the Companies Act, 2013, are provided in the notes to the Financial Statements. These
disclosures include comprehensive information on the nature, terms, conditions, and any
related party transactions associated with these financial activities. These disclosures
ensure that stakeholders have a clear understanding of the Company's financial
commitments. We encourage stakeholders to refer to the Financial Statements for a detailed
overview, reinforcing our commitment to regulatory compliance and accountability
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 details 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- I
The Policy on dealing with related party transactions, as approved by
the Board may be accessed on the Company's website at the link https:
https://monteil.in/pages/policies.
MANAGERIAL REMUNERATION & PARTICULARS OF EMPLOYEES:
In compliance with Section 197(12) of the Companies Act, 2013, and
Rules 5(1) to (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Annual Report includes detailed disclosures on managerial remuneration
and employee compensation, presented in Annexure II.
ANNUAL RETURN
A copy of the Annual Return as provided under section 92(3) of the Act,
in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted
on the Company's website and can be accessed at www.monteil.in.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with Regulation 34(2)(e) of the SEBI (Listing Obligations
and Disclosure Requirements), Regulations, 2015, (SEBI Listing Regulations) we
invite you to review the Management Discussion & Analysis (MDA) Report included in our
Annual Report. The MDA Report offers a comprehensive overview of our operations, financial
performance, and strategic direction. It covers market trends, key achievements,
challenges, and future growth initiatives, providing valuable insights into our business
performance and outlook. We encourage all stakeholders to refer to the MDA Report for a
detailed understanding of our company's progress, industry positioning, and long-term
vision.
LISTING ON STOCK EXHANGES
The equity shares of your Company are presently listed on BSE Limited
(BSE) and the National Stock Exchange of India Limited (NSE) and
the annual listing fee for the year 2025-26 was paid within the scheduled time to BSE
& NSE.
CORPORATE GOVERNANCE:
Company are committed to upholding the highest standards of corporate
governance, recognizing its critical role in promoting transparency, accountability, and
credibility. We strictly adhere to SEBI's Corporate Governance norms and continuously
adopt best practices across key areas, including board composition, independent
directorship, board committees, risk management, internal controls, ethical conduct, and
stakeholder engagement.
As part of our Annual Report, we provide a comprehensive Corporate
Governance Report, in line with Regulation 34 of SEBI Listing Regulations. This report
offers valuable insights into our governance structure, policies, and practices.
Additionally, our auditors certify our compliance with Corporate Governance norms,
reinforcing our commitment to regulatory excellence and ethical business conduct.
By maintaining strong governance standards, we strive to build trust,
integrity, and long-term sustainability, ensuring that we continue to create value for our
stakeholders and strengthen our relationships with them.
DECLARATION FROM INDEPENDENT DIRECTORS
All Independent Directors have confirmed their independence and
compliance with Section 149(6) of the Companies Act, 2013 and rules made thereunder, and
relevant SEBI Listing Regulations. Additionally, no director is debarred from holding
office by any SEBI order or any other regulatory authority model, corporate structure and
governance framework and roles, responsibilities, and regulatory obligations. In opinion
of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made
thereunder and SEBI Listing Regulations and are independent of the management. Also, the
Independent Directors have complied with the Code for Independent Directors prescribed in
Schedule IV of the Act and have confirmed that they are in compliance with the Code of
Conduct for Directors and Senior Management personnels formulated by the Company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors (the Board) of your Company are
responsible for and are committed to sound principles of Corporate Governance in your
Company. The Board's focus is on the formulation of business strategies, policies and
robust control systems. The Board provides strategic guidance and direction to your
Company in achieving its business objectives and protecting the interest of the
stakeholder.
Matters reserved for the Board are those affecting your Company's
overall strategic policies, finances and shareholders. These include, but are not
restricted to, deliberation of business plans, risk management, internal control,
preliminary announcements of interim and final financial results, dividend policy, annual
budgets, major corporate activities such as material acquisitions and disposals and
connected transactions.
Your Company has a professional Board with right mix of knowledge,
skills and expertise with an optimum combination of Executive including one Woman
Director, Non-Executive and Independent Directors.
None of the Directors of your Company is disqualified as per provisions
of Section 164(2) of the Companies Act, 2013. The Directors of the Company have made the
necessary disclosures as required under various provisions of the Companies Act.
AS ON 31ST MARCH 2025, COMPOSITION OF BOARD DIRECTORS AS FOLLOWS:
S. No. Name of the Director |
Designation |
Date of Appointment |
1. Mr. Sandeep Jain |
Chairman & Managing Director |
09/0/2007 |
2. Mr. Rajit Sehgal |
Non- Executive Director |
26/06/2017 |
3. Ms. Ajay |
Independent Director |
02/03/2023 |
4. Mt. Yogesh Kumar |
Independent Director |
16/03/2020 |
5. Ms. Sapna Khanna |
Independent Director |
25/12/2024 |
6. Ms. Supreet Kaur Rekhi |
Non- Executive Director |
01/12/2023 |
CHANGES IN DIRECTORS DURING THE FINANCIAL YEAR 2024-25.
The tenure of Mr. Mohan Chauhan as an Independent Director concluded on
December 1, 2024. Subsequently, Mrs. Sapna Khanna was appointed as an Independent Director
with effect from December 25, 2024, through a postal ballot process."
Subsequently, Mr. Yogesh Kumar (DIN: 08722626) upon the recommendation
of the Nomination and Remuneration Committee, re-appointed as Independent Director of the
Company in capacity of Non-Executive Director for the second term of five years commencing
from February 13, 2025 to February 12, 2030.
AS ON THE 31ST MARCH 2025, KEY MANAGERIAL PERSON OF THE COMPANY
S. No Name of the Director |
DIN |
Designation |
1 Mr. Sandeep Jain |
02365790 |
Managing Director & Chief Financial
Officer |
2 Ankush Mittal |
COKPM8407B |
Company Secretary |
CHANGES IN KEY MANAGERIAL PERSON DURING THE FINANCIAL YEAR 2024-25.
Mr. CS Nitin Bhardwaj has resigned from the post of Company Secretary
& Compliance Officer of the Company with effect from April 15, 2024, The Board places
on record its appreciation for his contributions during his tenure. Subsequently, Mr.
Ankush Mittal has been appointed as the Company Secretary & Compliance Officer of the
Company with effect from May 08, 2024.
DIRECTORS LIABLE TO RETIRE BY ROTATION
Mr Rajit Shegal, Non-Executive Director (DIN:05281112) retiring by
rotation, is eligible for re-appointment. All relevant details, as required under
Regulation 36(3) of the Listing Regulations and applicable Secretarial Standards (SS-2),
have been provided in the Notice of the Annual General Meeting (AGM). Information
regarding his qualifications, expertise, experience, and other key aspects has been
included to enable shareholders to make an informed decision.
BOARD MEETINGS
The Board of Directors follows a structured and strategic approach to
conducting meetings, ensuring timely decision-making and effective governance. During the
financial year ending March 31, 2025, the Board held 15 (Fifteen) times meetings, where
directors reviewed and discussed the Company's strategic direction, operational
progress, and financial performance. Details of these meetings, including dates and key
agenda items, are available in the Corporate Governance Report. The meetings were
conducted in full compliance with the Companies Act, 2013, and SEBI Listing Regulations,
ensuring that governance standards were upheld.
SEPARATE MEETINGS OF INDEPENDENT DIRECTORS
As per Schedule IV of the Act, Secretarial Standards-1
(SS-1') read with the Guidance Note on SS-1 and Regulation 25 of the SEBI
(Listing Obligation and Disclosure Requirement) Regulation, 2025, one meeting of
Independent Directors of the Company was duly held on February 03, 2025 without the
attendance of Non-Independent Directors and members of Management wherein the Independent
Directors evaluated the performance of Non - Executive Directors, Executive Directors and
Board as a whole. In addition, the Executive Directors of the Company provide regular
updates of Business plan and strategies to Independent Directors, in detail, on a regular
basis.
BOARD COMMITTEES' MEETINGS
The Board has delegated part of its functions and duties to an
Executive committee and day-to-day operational responsibilities are specifically delegated
to the management.
Further, the Board had duly constituted following Committees, which are
in line with the provisions of applicable laws.
a) Audit Committee; b) Nomination and Remuneration Committee; and c)
Stakeholders' Relationship Committee
A detailed update on the composition, number of meetings, attendance
and terms of reference of aforesaid Committees are provided in the section
Committees of the Board of Corporate Governance Report of this
Annual Report.
ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
In line with the Companies Act, 2013, SEBI Guidance Note on Board
Evaluation, and SEBI Listing Regulations, the Board conducted its annual evaluation during
its meeting on February 13, 2025. Additionally, a separate meeting of Independent
Directors was held on February 03, 2025 to evaluate the performance of Non-Independent
Directors, the Board as a whole, and its committees.
To enhance efficiency and ensure secure data management, we conducted
the evaluation process using an electronic application, reducing paper usage and
streamlining responses. The evaluation framework was based on the SEBI Guidance Note on
Board Evaluation, focusing on key parameters such as committee structure, effectiveness of
meetings, strategic oversight, and governance practices.
The Board's evaluation covered critical areas such as roles and
responsibilities, competencies, strategic direction, risk management, diversity, and
industry relevance. A comprehensive questionnaire was circulated to assess Directors'
knowledge, independence, involvement in decision-making, strategic engagement, and risk
awareness. The evaluation also included an assessment of the Chairman's leadership,
coordination, and facilitation skills.
The Nomination and Remuneration Committee (NRC) reviewed the
performance of individual Directors based on their contributions to the Board and its
committees. Additionally, the profit-based commission for Directors was determined,
ensuring that remuneration aligns with individual and overall Board performance.
This structured evaluation process strengthens Board effectiveness,
enhances individual contributions, and ensures fair and performance-driven remuneration,
reinforcing our commitment to strong corporate governance
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) and (10) of the Act, and Regulation 22 of
the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil
mechanism of Directors and employees to report concern about unethical behaviour, actual
or suspected fraud or violation of Company's code of conduct and ethics.
The Whistle Blower Policy reflects the Company's dedication to
providing a secure and fearless working environment for its employees. The policy has been
communicated across the organization and is readily accessible on the Company's website at
https://monteil.in/wp-content/uploads/2023/01/Policies/Whistle_Blower_Policy.pdf .
To enhance the effectiveness of the reporting system, the Company has
successfully introduced an online platform for reporting Whistle Blower-related issues in
the prescribed format. This initiative aligns with the requirements of Schedule V of the
Listing Regulations. It is important to note that no personnel have been denied access to
the Audit Committee of the Company, as mandated.
AUDITORS & AUDITORS REPORT
STATUTORY AUDITOR
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Rules made thereunder, the Statutory Auditors of the Company, M/s Mittal &
Associates, Chartered Accountants (Firm Registration Number: 106456W) were appointed by
the members of the Company in the Annual General Meeting (AGM) held on September 20, 2023
for a second term of 5 (five) years to hold office till conclusion of the 21st AGM of the
Company to be held in the year 2027.
The Report given by M/s. Mittal & Associates, Statutory Auditors on
the financial statement of the Company for the year 2024-25 is part of Annual Report.
There has been no qualification, reservation or adverse remark or disclaimer in their
Report.
For the financial year ended March 31, 2025, the auditor has diligently
examined and audited the Company's books of accounts and has issued an Independent
Auditor's Report. It is to be noted that the auditor has not reported any frauds to
the Audit & Compliance Committee or the Board under Section 143(12) of the Companies
Act, 2013.
INTERNAL AUDITOR
As per provisions of Section 138 of the Companies Act, 2013, every
Listed Company is required to appoint an Internal Auditor to conduct internal audit of the
functions and activities of the company. The Board of Directors, based on the
recommendation of the Audit & Compliance Committee, had approved the appointment of
Sharp & Tannan Associates, Chartered Accountants, and M/s KMRG & Associates,
Chartered Accountants, Chartered Accountants, as the Internal Auditors of the Company for
the financial year ended on March 31, 2025 to conduct the internal audit of the activities
of the Company
Findings and reports of Internal Auditors are reviewed by the Audit
Committee about compliance with internal controls, the efficiency and effectiveness of
operations as well as key process risks. The Audit Committee periodically reviews internal
audit plans, significant audit findings and adequacy of internal controls.
SECRETARIAL AUDITORS
As per Section 204 of the Companies Act, 2013, every listed company is
required to conduct a Secretarial Audit and attach a Secretarial Audit Report to its
Board's Report, issued by a Company Secretary in practice, in the prescribed format.
Company have adopted a proactive and ongoing secretarial audit practice
throughout the financial year. Secretarial Audit Reports were regularly placed before the
Audit Committee and the Board, enabling early detection of compliance gaps and ensuring
continuous improvement in governance and reporting standards. The Secretarial Audit Report
for the financial year ended March 31, 2025, is annexed as Annexure-III to the
Board's Report as part of the Annual Report.
Also, as per Regulation 24A of the SEBI Listing Regulations, the
Company has obtained an Annual Secretarial Compliance Report from our M/s. Anuj Gupta
& Associates (Peer Review Number: 1126/2021) Practicing Company Secretaries,
confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for
the year ended March 31, 2025.
M/s. Anuj Gupta & Associates given the following remarks given in
their report and the management explanation as below:
Compliance |
Deviations |
Observations / remarks by |
Management Response |
Requirements |
|
the Secretarial Auditors |
|
Regulation 167(2) and |
Delay of 5 Months in lock-in |
Delay of 5 Months in lock-in |
Taken on record and take |
Securities and Exchange |
requirement Listed of |
requirement Listed of |
care in future. |
Board of India (Issue of |
convertible warrant |
convertible warrant |
|
Capital and Disclosure |
|
|
|
Requirements) |
|
|
|
Regulations, 2018 |
|
|
|
Regulation 31A Securities |
The company has submitted |
The company has |
Taken on record and take |
and Exchange Board of |
the outcome of the Board |
submitted the outcome of |
care in future. |
India (Listing Obligations |
meeting, wherein the Board |
the Board meeting, wherein |
|
and Disclosure |
approved the |
the Board approved the |
|
Requirements) |
reclassification of a |
reclassification of a |
|
Regulations, 2015 |
shareholder from the |
shareholder from the |
|
|
'Promoter' category to the |
'Promoter' category to the |
|
|
'Public' category." |
'Public' category." |
|
Regulation 17 Securities |
Non-Compliance of |
Non-Compliance of |
Immediately fill the |
and Exchange Board of |
Composition of the Board |
Composition of the Board |
vacancy upon becoming |
India (Listing Obligations |
and BSE Limited and NSE |
and BSE Limited and NSE |
aware of non-compliance |
and Disclosure |
Limited imposed penalty of |
Limited imposed penalty of |
and take care in future |
Requirements) |
Rs. 1,10,000 each on the |
Rs. 1,10,000 each on the |
|
Regulations, 2015 |
Company |
Company |
|
REPORTING OF FRAUDS BY AUDITORS
During the year under review, there were no material or serious
instances of fraud falling within the purview of Section 143(12) of the Companies Act,
2013 and rules made thereunder, by officers or employees reported by the Statutory
Auditors of the Company during the course of the audit conducted and therefore no details
are required to be disclosed under Section 134(3)(ca) of the Act.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of energy: Not applicable Technology absorption: Not
applicable
Foreign exchange earnings and outgo: There was no foreign exchange
inflow or Outflow during the year. ND
COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS
The Board of Directors affirms that during the Financial Year 2024-25,
the Company has complied with the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India i.e. SS-1 and SS-2 relating to Meetings of the Board
of Directors' and General Meetings' respectively and approved by the
Central Government under Section 118(10) of the Companies Act, 2013. In the preparation of
the Financial Statements, the Company has also applied the Indian Accounting Standards
(Ind AS) specified under Section 133 of the Companies Act, 2013, read with Companies
(Indian Accounting Standards) Rules, 2015.
CORPORATE SOCIAL RESPONSIBILITY
Your Company is deeply committed to inclusive growth and has been
actively engaged in holistic community development since its inception Our CSR activities
are guided by a comprehensive CSR Policy, ensuring a structured and impactful approach.
The policy details can be accessed on our website with the link available a
https://monteil.in/pages/policies.
Your company is required to allocate eligible funds to CSR activities
for the financial year 2024-25. The Company is making arrangements to spend the funds as
per the Act and rules made thereunder. A detailed report on CSR activities is annexed as
to Annexure IV this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls established and
maintained by the Company, work performed by the internal, statutory and secretarial
auditors and reviews performed by Management in concurrence with the Audit Committee, the
Board is of the opinion that the Company's internal financial controls were adequate
and effective during the financial year 2024-25. In Compliance with section 134(5) of the
Companies Act, 2013, the Board of Directors to the best of their knowledge and hereby
confirm the following: a) In the preparation of the Annual Accounts for the year ended
March 31, 2025, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any; b) Your directors have selected such
accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2025 and of the Profit of the Company for the year ended on
that date; c) The directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; d) the annual accounts have been prepared on a going concern basis;
e) Your directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
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. 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.
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.
CODE OF CONDUCT AND ETHICS
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.
MATERNITY BENEFIT
The Company affirms that it has duly complied with all provisions of
the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women
employees during the year.
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe and harassment
free workplace for every women employee working with your Company. Your Company always
endeavours to create and provide an environment that is free from discrimination and
harassment including sexual harassment. Your Company has zero tolerance for sexual
harassment at workplace and, therefore, has in place a policy on prevention of sexual
harassment at workplace.We would like to confirm that no complaints related to sexual
harassment were reported during the year, reflecting the effectiveness of our policies,
awareness initiatives, and commitment to maintaining a safe and dignified work environment
for all employees
GENERAL DISCLOSURES
Your Directors would like to confirm that there is no instances during
FY 2024-25, when the recommendations of any Committees were not accepted by the Board.
Further, no disclosure or reporting is required in respect of the following matters as
there is no transaction on these items during the year under review: a) Issue of equity
shares with differential rights as to dividend, voting or otherwise. b) Issue of shares
(including sweat equity shares) to employees of the Company under any scheme. c) The
Company does not have any scheme of provision of money for the purchase of its own shares
by employees or by trustees for the benefit of employees. d) No significant or material
orders were passed by the Regulators or Courts or Tribunals, which impact the going
concern status and Company's operations in future. e) There is no Corporate
Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016
except one matter related to HT Media Limited which was rejected by the Hon'ble NCLT
and now pending before Hon'ble NCLAT. f) There is no 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 thereto:
CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion and
Analysis Report describing the Company's objectives, projections, estimates,
expectations or predictions may be forward-looking statements within the
meaning of applicable securities laws and regulations. Actual results could differ
materially from those expressed or implied. Important factors that could make difference
to the Company's operations include raw material availability and its prices,
cyclical demand and pricing in the Company's principal markets, changes in Government
regulations, Tax regimes, economic developments within India and the countries in which
the Company conducts business and other ancillary factors.
ACKNOWLEDGEMENT
Your directors thank the Government of India, the State Governments,
local municipal corporations and various regulatory authorities for their co-operation and
support to facilitate ease in doing business.
Your directors also wish to thank its customers, business associates,
distributors, channel partners, suppliers, investors and bankers for their continued
support and faith reposed in the Company.
Your directors wish to place on record deep appreciation, for the
contribution made by the employees at all levels for their hard work, commitment and
dedication towards the Company. Their enthusiasm and untiring efforts have enabled the
Company to scale new heights
|
|
For Lorenzini Apparels Limited |
|
SD/- |
SD/- |
|
(Sandeep Jain) |
(Rajit Sehgal) |
Date: 04/09/2025 |
Chairman, Managing Director & CFO |
Director |
Place: New Delhi |
DIN:02365790 |
DIN: 05281112 |