Dear Shareholders,
Your directors take pleasure in presenting their Thirty First Annual Report on the
business and operations of the Company and the financial statements for the year ended 31
st March 2025.
FINANCIAL HIGHLIGHTS:
Company's financial performance for the year under review along with previous year's
figures are g i v en here u nder : (' in Lakhs)
| Particulars |
31-03-2025 |
31-03-2024 |
| Revenue from operations |
23,166.61 |
19,469.02 |
| Other Income |
337.33 |
488.43 |
| Operating Profit before Finance Costs, Depreciation & Tax
|
2,653.07 |
2,187.84 |
| Less: Depreciation & Amortization |
1,062.80 |
1,077.08 |
| Less: Finance Costs |
425.85 |
323.53 |
| Profit before Tax |
1,164.42 |
787.23 |
| Provision for Tax |
204.88 |
132.00 |
| Deferred Tax |
279.01 |
197.77 |
| Tax in respect of earlier years |
(1.95) |
(3.60) |
| Net Profit for the year |
682.49 |
461.06 |
| Other comprehensive income |
24.39 |
13.09 |
| Total comprehensive income for the year |
706.87 |
474.15 |
| Add: Balance brought forward from previous year |
8,695.89 |
8,299.57 |
| Profit available for appropriation |
706.87 |
474.15 |
| Appropriation of Profits |
9,402.76 |
8,773.72 |
| Transfer to General Reserve |
0 |
0 |
| Dividend paid |
51.89 |
77.83 |
| Balance carried over to Balance Sheet |
9,350.88 |
8,695.89 |
REVIEW OF BUSINESS OPERATIONS
The Company achieved a total turnover of ' 231.67 Crores as against a turnover of '
194.69 Crores in the previous year. The Company's Profit Before Tax is ' 11.64 Crores
during the year, as compared to ' 7.87 Crores in the previous year. The Company earned a
Net Profit of ' 6.82 Crores, as against a Net Profit of ' 4.61 Crores in the previous
year.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the financial year
ended 31 st March, 2025.
TRANSFER TO RESERVES
During the year under review, no amount has been transferred to general reserves.
However, the current year's profit of ' 682.49 Lakhs has been added to the retained
earnings under the head "other equity".
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act,
2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed;
(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 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;
(e) the internal financial controls to be followed by the company were laid down and
such internal financial controls were 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.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE
COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CETNRAL GOVERNMENT.
During the period under review, no incident of frauds was reported by the Statutory
Auditors pursuant to Section 143(12) of the Companies Act 2013.
DECLARATION OF INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations").
The Independent Directors of the Company have complied with the requirements of the
provisions in relation to the Independent Directors Databank as stated in the Companies
(Creation and Maintenance of databank of Independent Directors) Rules, 2019 and the
Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to
time.
NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES
The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 and in
terms of Regulation 19(4) of the Listing Regulations, has formulated a policy on
Nomination and Remuneration
for its Directors, Key Managerial Personnel and senior management which inter-alia
provides the diversity of the Board and provides the mechanism for performance evolution
of the Directors. The detailed Remuneration Policy of the Company can be accessed on the
Company's website at the link . pdf.
COMMENTS ON AUDITORS' REPORT
There are no qualifications, reservations or adverse remarks or disclaimers made by
M/s. Mohan & Venkataraman, Statutory Auditors.
With respect to the remarks made by the Secretarial Auditors, M/s. MDS & Associates
LLP, Company Secretaries, your directors wish to state as follows:
| Remark of the auditors |
Reply |
| 1. The Company has submitted the information regarding loss
of share certificates to the stock exchange(s) beyond the time prescribed in Regulation
39(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. |
The Company will ensure that there are no such instances
going forward. |
Other than the above, there are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. MDS & Associates LLP, Company Secretaries, Secretarial
Auditors in their report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:
Particulars of the investments made by the Company as at 31 st March 2025 are given in
the Notes forming part of the Financial Statements. The Company has not given any loans or
guarantees or provided any security to any person or other bodies corporate under Section
186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered into with related parties as defined under the Companies Act,
2013 and Regulation 23 of the Listing Regulations during the financial year 2024-25 were
in the ordinary course of business and on an arm's length pricing basis. The particulars
of contract and arrangement entered into with related parties referred in Section 188(1)
of the Companies Act, 2013, which are material in nature are disclosed in the prescribed
Form No. AOC-2 and annexed herewith as Annexure - 1 to this report.
The Policy on RelatedPartyTransactionsasapproved by theAudit Committeeand the
BoardofDirectors of the Company has been uploaded on the company's website and may be
accessed through the link at .
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign
Exchange Earnings and outgo as required under section 134 (3) (m) of the Companies Act,
2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure
- 2 and is attached to this report.
RISK MANAGEMENT POLICY
The Company has a structured risk management policy. The Risk management process is
designed to safeguard the organisation from various risks through adequate and timely
actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize
its impact on the business. The potential risks are inventorised and integrated with the
management process such that they receive the necessary consideration during decision
making. The Company has laid down procedures to inform the Audit Committee as well as the
Board of Directors about risk assessment and management procedures and status. These
procedures are periodically reviewed to ensure that the executive management monitors and
controls risks.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
As a part of its initiative under the "Corporate Social Responsibility" (CSR)
drive, the Company has undertaken projects in the area of promoting education. These
projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company's
CSR policy. The Report on CSR activities as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed as Annexure - 3 and forms an integral part
of this Report.
The CSR Policy may be accessed on the Company's website at .
com/Admin/web/images/Document/01042021141200PM.pdf .
ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL
DIRECTORS
In compliance with the relevant provisions of the Act read with the Rules made
thereunder and the Listing Regulations, the performance evaluation of the Board as a
whole, its specified Statutory Committees, the Chairman of the Board and the Individual
Directors was carried out for the year under review.
In a separate meeting of independent directors, the performance of non-independent
directors was evaluated. Independent Directors had evaluated the quality, quantity and
timeliness of the
flow of information between the Management and the Board, Performance of the Board as a
whole and its Members and other required matters.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
Board of Directors have evaluated the Independent Directors appointed/ re-appointed
during the year 2024-25 and opined that the integrity, expertise and experience (including
proficiency) of the Independent Directors is satisfactory.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appointment of Independent Directors
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board
of Directors at their meeting held on 13 th August 2024, appointed Mr. Krishnamoorthy
Narendra (DIN: 00412219) and Mr. Vishnu Rajkumar Nischal (DIN: 01612434) as the Additional
Directors in the capacity of Independent Directors of the Company. Consequently, their
appointment as Non-Executive Independent Directors of the Company to hold office for a
first term of five (5) consecutive years with effect from 13 th August 2024 were approved
by the Shareholders at the 30 th Annual General Meeting held on 16 th September 2024.
Further, upon the recommendation of the Nomination and Remuneration Committee, and the
Board of Directors at their meeting held on 9 th September 2024, Mr. Ramaseshan Mohan
(DIN: 01492721) was appointed as Independent Directors of the Company for the first term
of five (5) consecutive years with effect from 17 th October 2024 by the Members through
Postal Ballot on 17 th October 2024.
Retirement of Independent Directors
During the year under review, Mr. Vastupal Rajnikant Mehta and Mr. Meenakshi Sundaram
Rajkumar, Independent Director(s) completed their second term of five years and retired
from the Board of the Company effective 10 th September 2024. The Board wishes to place on
record its appreciation for the invaluable services rendered by them during their tenure
as independent directors of the Company.
Director liable to retirement by rotation:
Mr. Bosco Giulia (DIN: 01898020) retires by rotation at the ensuing Annual General
Meeting and being eligible, offers herself for re-appointment. Your directors recommend
her re-appointment.
Key Managerial Personnel
Key Managerial Personnel of the Company as required pursuant to Section 2(51) and 203
of the Companies Act, 2013 are Mrs. Bosco Giulia, Mr. Narayanasamy Balu, Mr. Nishanth
Balu, Wholetime Directors, Mr. R Santossh, Chief Financial Officer and Mrs. Shanthi P,
Company Secretary and Compliance Officer.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
DEPOSITS
The Company has not accepted any deposit within the meaning of Chapter V of the
Companies Act, 2013 and the Rules framed there under and there are no outstanding deposits
as on 31 st March 2025.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There are no significant and material order passed by the regulators or courts or
tribunals impacting the going concern status and company's operation in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has adequate internal control systems to monitor business processes,
financial reporting and compliance with applicable regulations. The systems are
periodically reviewed for identification of control deficiencies and formulation of time
bound action plans to improve efficiency at all the levels. The Audit Committee of the
Board constantly reviews internal control systems and their adequacy, significant risk
areas, observations made by the internal auditors on control mechanism and the operations
of the Company and recommendations made for corrective action through the internal audit
reports. The committee reviews the statutory auditors' report, key issues, significant
processes and accounting policies.
The Directors confirm that the Internal Financial Controls (IFC) are adequate with
respect to the operations of the Company. A report of Auditors pursuant to Section
143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial
Controls is annexed with the Auditors Report.
AUDITORS
STATUTORY AUDITORS
M/s. Mohan & Venkataraman (Firm Registration No. 007321S), Chartered Accountants,
Coimbatore were appointed as the statutory auditors of the company for a period of five
years at the 28 th Annual General Meeting of the company held on 8 th September 2022. The
company has received a certificate from M/s. Mohan & Venkataraman, Chartered
Accountants, Coimbatore, confirming that they are not disqualified from continuing as
statutory auditors of the company.
SECRETARIAL AUDITORS
In terms of Section 204 of the Act and Rules made thereunder, M/s. MDS & Associates
LLP, Company Secretaries, Coimbatore (LLPIN: ABZ 8060) were appointed as Secretarial
Auditors of the Company to carry out the Secretarial Audit for FY 2024-25.
The report of the Secretarial Audit in Form No. MR-3 for the financial year 2024-25 is
annexed as Annexure 4 to this report.
Pursuant to the Regulation 24A of the Listing Regulations read with Section 204 of the
Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, and subject to the approval of Shareholders in the ensuing Annual
General Meeting, the Board of Directors of the Company, on the recommendation of the Audit
Committee, have recommended the appointment of MDS & Associates LLP, Company
Secretaries, Coimbatore as Secretarial Auditors of the Company for a first term of 5
(five) consecutive financial years commencing from the financial year 2025-26.
MDS & Associates LLP have consented and confirmed their eligibility for appointment
as Secretarial Auditors of the Company. The necessary Resolution for their appointment has
been included in the Agenda of the Annual General Meeting Notice for the approval of the
Members.
Further, the Secretarial Compliance Report for the year ended 31 st March 2025 issued
by the Practicing Company Secretary pursuant to Regulation 24A of the Listing Regulations,
has been filed with BSE Limited and the National Stock Exchange of India Limited. A copy
of the same is available on the Company's website: Document/02062025101049AM.pdf.
COST AUDITORS:
The Board of Directors on the recommendation of the Audit Committee, has appointed M/s.
C. S. Hanumantha Rao & Co., Cost Accountants (Firm Regn. No.000216) as the Cost
Auditors of the Company for the financial year 2025-2026. Pursuant to section 148 read
with Rule 14 of the Companies (Accounts) Rules, 2014, the remuneration payable for the
year 2025-26 to the Cost Auditors of the Company is subject to ratification by the
shareholders at the ensuing Annual General Meeting. The Board recommends their
remuneration for members' ratification.
The Cost Audit Report for the financial year 2024-25 will be filed with the Central
Government within the period stipulated under the Companies Act, 2013.
MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES
ACT, 2013
Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with
Companies (Cost Records and Audit) Rules, 2014, the Company was required to maintain cost
records. Accordingly, the company has duly made and maintained the cost records as
mandated by the Central Government.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR
No applications have been made and no proceedings are pending against the Company under
the Insolvency and Bankruptcy Code, 2016
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.
The disclosure under this clause is not applicable as the Company has not undertaken
any onetime settlement with the banks or financial institutions.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The disclosure as required under Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is annexed herewith as Annexure - 5 to this Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place a policy against Sexual Harassment at work place in line with
requirements of the Sexual Harassment Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no complaint
received from any employee during the financial year 2024-25 and hence no complaint is
outstanding as on 31.03.2025 for redressal.
CORPORATE GOVERNANCE
A report on corporate governance is annexed to and forms part of this report. The
Company has complied with the conditions relating to corporate governance as stipulated in
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
A detailed review of the operations, performance and future outlook of the Company and
its businesses is given in the Management's Discussion and Analysis Report (Regulation 34
of the Listing Regulations), which forms part of this Report.
AUDIT COMMITTEE
The Company has constituted an Audit Committee in accordance with the provisions of
Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations.
Kindly refer to the Section on Corporate Governance, under the head, Audit Committee' for
matters relating to the composition, meetings, and functions of the Committee. The Board
has accepted the Audit Committee's recommendations during the year wherever required and
hence no disclosure is required under Section 177(8) of The Companies Act, 2013 with
respect to rejection of any recommendations of Audit Committee by Board.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has a Whistle Blower policy to deal with unethical or improper practice or
violation of Company's Code of Business Conduct or any complaints regarding accounting,
auditing, internal controls or disclosure practices of the Company. The Policy gives a
platform to the Whistle Blower
to report the complaints on the above-mentioned practices to the Chairman of the
Audit Committee. Although the complainant is not expected to prove the truth of an
allegation, the complainant aims to demonstrate that there are sufficient grounds for
concern and that it is not done as a malicious act against an individual. The Audit
Committee of the Board reviews the Complaints received, redressed, objected, withdrawn and
dismissed for, every quarter in their meeting. During the year, there were no complaints
under this policy. The Whistle Blower policy is available on the website of the Company at
the following address Document/25042025110707AM.pdf
LISTING OF SHARES
Equity shares of the Company continue to be listed on National Stock Exchange of
India Limited (NSE).
ACKNOWLEDGEMENTS:
The Board of Directors express their appreciation for the contribution made by the
employees, customers and bankers for the support extended by them during the year under
review.
|
By Order of the Board |
|
For Lambodhara Textiles Limited |
|
Ramakrishnan Baba Chandrasekar |
| Place : Coimbatore |
Chairman |
| Date : 8 th August 2025 |
(DIN: 00125662) |
|