| Dear Members,
The Directors have pleasure in presenting the 15th Annual Report
together with audited accounts of the Company for the year ended 31st
March 2015.
Financial Results
The performance of the Company for the financial year is summarized as
under:
Rs in million
2014-2015 2013-2014
SALES (excluding excise duty) 684.98 785.62
Profit (before interest, dep. & tax) (8.91) 60.75
Exceptional Item (12.61) 2.68
Interest 105.27 93.38
Depreciation 36.09 34.80
Tax provision 7.31 (4.41)
Profit/Loss after tax (144.97) (65.70)
Dividend:
No dividend is recommended for this financial year by the Board due to
the losses in the Company
Operations:
Your Company's total turnover during the year under review was Rs.
684.98 million as compared to Rs. 785.62 million during the previous
year. Directors and Key Managerial Persons
Pursuant to section 203 of the Companies Act, 2013, Mr. Nitin Jain,
Managing Director, Mr. A.K. Goel, CFO and Ms. Monika Gupta, VP (Legal)
& Company Secretary, who were already in office before the commencement
of Companies Act, 2013, have been designated as Key Managerial
Personnel of the Company.
Mr. Milan Jain is liable to retire by rotation and being eligible offer
himself for reappointment.
Mrs. Suman Agrawal has been associated with the company as a director
for about 3 months. She resigned from the directorship of the company
with effect from November 21, 2014. The directors placed on record
their appreciation for the valuable advices given by them during her
tenure as an Independent Director of the Company.
Mrs. Kusum Garg was appointed as an Independent Director w.e.f February
13, 2015 and she shall hold office up to the date of ensuing annual
general meeting. The Company has received requisite notice in writing
from the member proposing Mrs. Kusum Garg as an Independent Director.
Mr. Vishal Kapoor has been associated with the company as a director
for about 1 month. He resigned from the directorship of the company
with effect from June 29, 2015. The directors placed on record their
appreciation for the valuable advices given by them during his tenure
as an Independent Director of the Company.
Mr. Vinay Panchamiya has been associated with the company as a director
for about 11 years. He resigned from the directorship of the company
with effect from April 24, 2015. The directors placed on record their
appreciation for the valuable advices given by them during his tenure
as an Independent Director of the Company.
Mr. Nitin Jain, Managing Director and Mr. Milan Jain, Executive Director
whose office of Managing Director and Executive Director is subject to
renewal with effect from May 23, 2016 and August 30, 2015 respectively,
and the board has proposed to reappoint them as Managing Director and
Executive Director respectively with effect from May 23, 2016 and August
30, 2015 respectively. Pursuant to the provisions of the Companies Act,
2013 and Clause 49 of the Listing Agreement, the Board has carried out
an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit,
Nomination & Remuneration and Compliance Commit- tees. The manner in
which the evaluation has been carried out has been explained in the
Corporate Governance Report.
The Independent director have confirmed and declared that they are not
disqualified to act as an Independent Director in compliance with the
provisions of section 149 of the Companies Act, 2013 and the board is
also of the opinion that the independent directors fulfills all the
conditions specified in the Companies Act, 2013 making them eligible to
act as independent directors.
Brief resume of the directors re-appointed, nature of their expertise
in specific functional areas, names of companies in which they hold
directorships and memberships/chairmanships of board committees,
shareholding and relationships between directors inter-se, as
stipulated under clause 49 of the listing agreements with the stock
exchanges, are annexed elsewhere in this report.
Familiarization Programme for Independent Directors
The details pertaining to Familiarization Programme for independent
directors has been detailed in Annexure D.
Meetings
Seven meeting of the board of directors were held during the year. Four
further details please refer report on Corporate Governance of this
Annual report.
Independent Directors Meeting
During the year under review a separate meeting of the Independent
Directors of the Company was held on February 13, 2015, without the
presence of Non Independent Directors and members of management. The
Independent Directors reviewed the performance of Non-Independent
Directors and the board as a whole, performance of Chairperson of the
Company and assessed the quality, and timelines of flow of information
between the Company management and the board. All the Independent
Directors of the Company were present in the meeting.
Auditors and Auditors' report:
The Auditors, M/s R. Jain and Sanjay Associates, Chartered Accountants,
New Delhi retire at the ensuing Annual General Meeting and, being
eligible, offer themselves for reappointment for a period of one year
from the conclusion of this Annual General Meeting [AGM] till the
conclusion of next AGM.
The observations of the Auditors in their report are self-explanatory
and do not call for any further comments from the directors.
Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, M/s.
Bindal Anubhav & Associates, Practicing Company Secretary have been
appointed Secretarial Auditors of the Company. The report of the
Secretarial Auditors is enclosed as Annexure C to this report. The
report is self-explanatory and do not call for any further comments.
Vigil Mechanism
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at www.lumaxauto.com under
investors/policy documents/Vigil Mechanism Policy link.
Risk management policy
A statement indicating development and implementation of a risk
management policy for the Company including identification therein of
elements of risk, if any, this in the opinion of the Board may threaten
the existence of the company. Corporate Social Responsibility
Section 135 of the Companies Act, 2013 lays down the criteria for the
constitution of Corporate Social Responsibility (CSR) Committee by a
Company and other applicable under the said provisions. As the Company
does not fulfill any of the criteria mentioned therein the provisions
of Corporate Social Responsibility are presently not applicable on the
Company and hence the Company was not required to comply with the same.
Extract of Annual Return
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as Annexure F .
Internal Financial Control
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. During the year, such controls
were tested and no reportable material weaknesses in the design or
operation were observed.
Material changes and commitments after the end of financial year
There are no material changes and commitments affecting financial
position of the Company which have occurred between the end of the
financial year of the Company and date of the report.
Particulars of Loans, Guarantees or Investments
Details of loans, guarantees and investments covered under the
provisions of section 186 of the Companies Act, 2013 are given in the
notes to the financial statements.
Particulars of contracts or arrangements with related parties
All the related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of business. There were no materially significant related party
transactions, contracts, arrangements, including certain arm's length
transactions, during the year under review hence, the disclosure in
Form AOC 2 is not required.
Disclosure under the Sexual Harassment of Women at workplace
(Prevention, Prohibition And Redressal) Act, 2013
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9th December, 2013. Under
the said Act every company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work
place of any women employee. (Annexure B)
Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of said
policy. During the year Company has not received any complaint of
harassment.
Cost Auditors
The Company has appointed M/s Vipul Bhardwaj & Co. as the cost auditors
for conducting the cost audit for the financial year 2014-15 Management
Discussion and Analysis Report A report on Management Discussion and
Analysis as required under clause 49 of the listing agreement is
annexed elsewhere.
Corporate Governance:
A separate section on Corporate Governance forming part of the
Directors' Report and the certificate from the auditors of the Company
confirming the compliance of Clause 49 of listing agreement is included
in the annual report. 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 Remuneration Policy is
annexed as Annexure A.
Managerial Remuneration and other disclosures
Disclosure pursuant to section 197 of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
Details of the ratio of the remuneration of each director to the median
employee's remuneration and other details as required pursuant to Rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. (Annexure E)
During the year, there was no employee drawing remuneration in excess
of Rs. 60,00,000/- p.a. or Rs. 5,00,000/-/- p.m. Accordingly,
information required to be given pursuant to provisions of section 134
(3) (q) of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 has
not been given here.
No director of the Company, including its Managing Director or
Whole-time Director, is in receipt of any commission from the Company.
Deposits:
The Company has not accepted deposit within the meaning of Section 73
of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.
Transfer of amounts to Investor Education and Protection Fund
Pursuant to the provisions of Investor Education Protection Fund,
relevant amounts which remained unpaid or unclaimed for a period of 7
years have been transferred by the Company to the Investor Education and
Protection Fund.
Pursuant to the provision of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the details of
unpaid and unclaimed amount laying with the Company as on 10/10/14 on
the Ministry of Corporate Affairs website.
Listing:
The equity shares of the Company are listed with Bombay Stock Exchange
Limited and National Stock Exchange of India Limited. The Company has
been complying with all the clauses of the listing agreement and the
Company has paid the requisite listing fees to both the stock
exchanges.
Conservation of energy:
The Company has always been conscious about the need for conservation
of energy. Electricity and Fuel consumption per unit of production were
monitored regularly at all the manufacturing plants and corrective
actions have been taken wherever needed.
Technology absorption:
In filter segment, the Company has obtained technical assistance from
Toyo-Roki Manufacturing Company Ltd., Japan.
Foreign Exchange Earning and Outgo:
This information is given in notes to accounts at point No.7.
Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
that-
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed (subject to qualification by
auditors in its report) along with proper explanation relating to
material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Industrial Relation:
Your Company has taken significant steps in developing human resource
and strengthening human resource systems. During the year under review,
industrial relation in the Company continues to be cordial and
peaceful.
Acknowledgement:
The board wishes to thank the Company's esteemed customers, associates,
suppliers, its shareholders, investors and financial institutions for
their continued support and co-operation.
For & On behalf of the Board of Directors
Place: New Delhi U. K. Jain Nitin Jain
Date: 10/08/2015 Chairman Managing Director
| 