TO THE MEMBERS,
The Board of Directors ("Board") have pleasure in presenting
the 43rd Annual Report on the business and operations together with Audited Financial
Accounts of the Company ("the Company") for the Financial Year ended March 31,
2024.
1. FINANCIAL PERFORMANCE- STANDALONE & CONSOLIDATED
The highlights of standalone and consolidated financial performance of
the Company are as follows:
(Rs. in Lakhs unless otherwise stated)
| Particulars |
Standalone |
Consolidated |
|
For the
Financial Year ended March 31 |
For the
Financial Year ended March 31 |
|
2024 |
2023 |
2024 |
2023 |
| Revenue from contracts with Customers |
263,659.47 |
231,952.34 |
263,659.47 |
231,952.34 |
| Other Income |
3,763.15 |
1,468.43 |
1,138.95 |
1,468.43 |
| Total Income |
267,422.62 |
233,420.77 |
264,798.42 |
233,420.77 |
| Total Expenses |
254,814.12 |
222,133.32 |
254,692.66 |
222,133.33 |
| Profit before exceptional items, income tax
and share in profit of associate |
12,608.50 |
11,287.45 |
10,105.76 |
11,287.44 |
| Exceptional item |
- |
(543.83) |
- |
(543.83) |
| Share of profit of Associate |
- |
- |
5,811.63 |
4,170.54 |
| Profit Before Tax |
12,608.50 |
10,743.62 |
15,917.39 |
14,914.15 |
| Tax Expenses |
4,000.76 |
3,680.03 |
4,815.56 |
4,606.13 |
| Profit After Tax |
8,607.74 |
7,063.59 |
11,101.83 |
10,308.02 |
| Other Comprehensive Income that will not be
reclassified to profit or (loss) |
(206.17) |
68.33 |
(271.26) |
137.45 |
| Total Comprehensive Income |
8,401.57 |
7,131.92 |
10,830.57 |
10,445.47 |
| Paid-up Equity Share Capital (Face value of
Rs. 10/- Per share) |
934.77 |
934.77 |
934.77 |
934.77 |
| Earnings Per Share (EPS) |
|
|
|
|
| Basic/Diluted (In Rs.) |
92.08 |
75.57 |
118.77 |
110.27 |
a. COMPANY PERFORMANCE Standalone:
On standalone basis, the revenue from contracts with customers during
the Financial Year 2023-24 stood at Rs. 263,659.47 Lakhs as compared to Rs. 231,952.34
Lakhs in the last year registering a growth of 13.67%.
For the Financial Year 2023-24, the profit before exceptional items and
income tax stood at Rs. 12,608.50 Lakhs as compared to Rs. 11,287.45 Lakhs in the last
year witnessing an increase of 11.70%. The Profit before Tax (PBT) after exceptional items
stood at Rs. 12,608.50 Lakhs as compared to Rs. 10,743.62 Lakhs in the last year
registering an increase of 17.36%. The Profit after Tax (PAT) stood at Rs. 8,607.74 Lakhs
as compared to Rs. 7,063.59 Lakhs in the last year registering an increase of 21.86%. The
Total Comprehensive Income increased to Rs. 8,401.57 Lakhs from Rs. 7,131.92 Lakhs in the
last year registering an increase of 17.80%. The Basic and Diluted Earnings per share
stood at Rs. 92.08 registering an increase of 21.85%.
Consolidated:
For the Financial Year 2023-24 on consolidated basis, the Profit after
Tax (PAT) stood at Rs. 11,101.83 Lakhs as compared to Rs. 10,308.02 Lakhs registering an
increase of 7.70%. The Total Comprehensive Income increased to Rs. 10,830.57 Lakhs from
Rs. 10,445.47 Lakhs in the last year registering an increase of 3.69%. The Basic and
Diluted Earnings per share stood at Rs. 118.77 registering an increase of 7.71%.
b. SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on March 31, 2024
was Rs. 934.77 Lakhs. During the year u nder review, the Company has not issued shares or
granted stock options or sweat equity.
c. DIVIDEND
Your Board have recommended a Dividend @ Rs. 35/- (i.e. 350%) per
equity share having face value of Rs. 10/- each for the FY 2023-24 in its meeting held on
May 24, 2024 subject to approval of Shareholders in the ensuing AGM ("AGM"). The
Dividend paid for the last financial year was Rs. 27/- (i.e. 270%) per Equity Share having
face value of Rs. 10/- each.
The dividend pay-out for the FY 2023-24 would work out to Rs. 3,271.71
Lakhs, which is equivalent to 38% of the net profits of the Company during the year as
against the pay-out of Rs. 2,523.89 Lakhs in last FY 2022-23.
The dividend as recommended by the Board, if approved by the
shareholders at the ensuing AGM, shall be paid to the eligible Shareholders, whose names
appear in the Register of Members as on Cut-off date fixed by the Board, within the
stipulated time period.
DIVIDEND DISTRIBUTION POLICY Pursuant to the amended provisions of
Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company
has Dividend Distribution Policy in place which can be accessed on the website of the
Company at https://www.lumaxworld.
in/lumaxindustries/pdf/dividend-distribution-policy-lil.pdf
d. AMOUNT TRANSFER TO RESERVES
The Board of the Company do not propose to transfer any amount to
reserves other than transfer of undistributed profits to surplus in statement of profit
& loss.
e. PERFORMANCE OF SUBSIDIARY AND ASSOCIATE COMPANY & CONSOLIDATED
FINANCIAL STATEMENTS
"Lumax Industries Czech s.r.o." is a Wholly Owned Subsidiary
(WOS) of the Company and is engaged in the business of providing technical and engineering
solutions for the automotive lighting systems.
During the FY 2023-24, the profit of the WOS attributable to the
Company was Rs. 163.20 Lakhs.
The Company also has one Associate Company viz. SL Lumax Limited, in
which the Company holds 21.28% of equity share capital. SL Lumax is based in Chennai and
primarily engaged in manufacturing of automotive components which includes lamp
assemblies, chassis, mirror and front-end modules (FEM).
During FY 2023-24, the Associate's profit attributable to the
Company was Rs. 5,811.63 Lakhs as compared to the Rs. 4,170.54 Lakhs in the last year.
In accordance with the provisions of the Companies Act, 2013
(‘'the Act'') and Regulation 33 of the Listing Regulations and
applicable Accounting Standards, the Audited Consolidated Financial Statements of the
Company for the FY 2023-24, together with the Auditors' Report form part of this
Annual Report.
In accordance with the provisions of Section 129(3) of the Act read
with Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on performance and
financial position of the WOS and Associate Company, included in the Consolidated
Financial Statement (CFS) is presented in a separate section in this Annual Report in the
prescribed Form AOC-1.
In accordance with Section 136 of the Act, the electronic copy of
Financial Statements of the WOS and Associate Company shall be available in the investor
section of website of the Company at https://www.lumaxworld.in/ lumax industries/
associate-financials.html. Any Member desirous of obtaining a copy of the said Financial
Statements may write to the Company Secretary at the Registered Office of the Company. The
Financial Statements including the CFS, and all other documents required to be attached to
this report have been uploaded on the website of the Company at https://www.
lumaxworld.in/lumaxindustries/index .html
2. STATE OF COMPANY'S AFFAIRS
The fiscal year 2023-24 was a significant year for the Indian
automotive segment especially for the passenger vehicle segment where India maintained its
3rd position after China and United States. The passenger vehicle segment recorded a
growth of 6% in production vis-avis the last year. Two-wheeler segment showed a decent
growth of 9% indicating the strong economic growth. With the significant new model
launches and the trust shown by the Original Equipment Manufacturers (OEMs), the Company
was able to clock growth more than that of the industry.
It has been a pretty successful year for the Company with addition of
new customers in its portfolio coupled with the new businesses from existing customers to
improve top line.
With the technological advancements happening in the automotive
industry and with increased focus of OEMs on localization, the Company invested
significantly on its R&D facility and opening of new R&D office at Gurgaon to
maintain the competitive edge against the competition.
This has been evident with the strong order book that the Company
maintains with the development and production of new technology parts.
The Company with the new launches planned in the FY 2024-25, started
new manufacturing plant in the western region coupled with expansion in the Gujarat
region. The new facility will support existing and new customers with the supplies of
future generation of automotive lamps. In FY 2024-25, the Company is planning to venture
into a new vertical with the introduction of Automotive Heater Control Panel for a
prestigious OEM. The product shall enable the Company to expand the horizon into a new
segment with support from its partners.
The technology has been changing and evolving rapidly, and in order to
always be ahead with the competition, the Company has been focussing on strengthening its
R&D capability. In this direction the Company's Wholly Owned Subsidiary in Czech
Republic is playing a pivotal role to further enhance the skill of the local staff with
exposure to new futuristic technologies.
With the introduction and emphasis of localization by OEMs, to avoid
the risks associated with the supply chains, Lumax has invested in the upgradation of its
existing manufacturing facilities. The same will help in successful localization of
technologically advanced products thus giving the customers immunity from supply chain
risks with best quality products.
This year, the Company focused extensively on digitalization and
cybersecurity. All process approvals have been digitized, covering:
• Capital Expenditure (Capex)
• Corporate Sourcing
• Human Resources and Administration
• Marketing
• Strategy and Business
• Finance and Accounts
• Banking
• Legal and Secretarial etc.
On the ERP front, the Company has upgraded its existing SAP system to
SAP S/4 HANA RISE and all SAP servers will now be hosted in Google's data-center and
managed by the SAP team. Earlier servers were hosted in a local data-center. This
transition is expected to enhance cyber security and system availability, with SAP
providing a 99.70% uptime guarantee. Additionally, the Company has acquired licenses for
SAP Analytics Cloud, which includes built-in AI capabilities to support data-driven
decision-making.
To enhance customer support and integration, the Company has
implemented Electronic Data Integration (EDI) to establish real-time connections for daily
supply schedules and delivery status.
LSETU, the Suppliers' portal of the Company is now available to
all domestic and international suppliers. All schedules are generated through SAP's
Material Resource Planning (MRP) system, which integrates with LSETU in real time.
Suppliers must create Advance Shipment Notes before sending deliveries, and they can check
real-time delivery payment status.
To reinforce cybersecurity, the Company has upgraded from traditional
antivirus to Endpoint Detection & Response (EDR) and acquired tools for Vulnerability
Assessment and Penetration Testing (VAPT). With these tools, the Company now tests its IT
environment regularly, whereas previously, this process was conducted by third- party
software only twice a year.
The Company is experiencing an increased interest to implement high
level technology in future vehicles. The accelerated interest in the Electric Vehicle (EV)
segment, is resulting in a growing spend on lighting technologies. OEMs are using lighting
as the differentiator, and to define their signature. New regulations are now allowing for
lit logos, and drives lighting into full front grill and full decklid applications. This
gives design studios access to a new canvas to create innovative designs that appeal to
customers and give a "tech look" to their vehicles. Not only are there new lit
elements on the vehicle, but now complex animation in the form of welcome and goodbye
sequences, charging indication status, and completely new features that didn't exist
before. This is all driven by a rapidly growing electronic and software content on the
vehicle. The Customers are now benchmarking what is going on in the Chinese market, with
more creative uses of lighting on their vehicles.
The Company is focused on developing the necessary building blocks to
enable the industry trends and the visions given by the customers. A strong effort is
being made to optimize the efficiency of low-profile headlamps, hidden-til-lit features
and ultra homogeneous signal functions. Developing the technical competency of teams
through training and proprietary engineering tools, allow the Company to develop these new
innovative technologies in India. These new features need to balance the appearance
demands of the design studios, but not compromise on key metrics like power consumption,
performance, weight, and sustainability. Adapting global technologies for the cost
conscious Indian Maket is also a key element of success.
Centers of Competency continue to improve, both in terms of capability
and capacity. The Company leverages its technical centers in Czech Republic and Taiwan to
grow that capability in India and allow the teams to interface directly with customers.
This also ensures engineering footprint to remain at a competitive cost, and still capable
to deliver leading edge technologies to customers.
The Company continues to uphold the highest standards of Corporate
Governance, treating its various stakeholders as an ethical requisite rather than a
regulatory necessity and continue to base all its actions on the principles of fairness,
trust and transparency, standing by its core values of Respect, Integrity, Passion and
Excellence.
All in all, the Company made good progress in all areas in FY 2023-24,
and the management is quite confident that going forward the Company will continue to
deliver value to all its customers and stakeholders. The long term outlook for the Company
remains positive and it will continue to outperform the industry.
a. CAPACITY EXPANSION & MODERNIZATION OF FACILITIES
The Company is constantly expanding the boundaries of its existing
facilities and during the year under review, the Company has invested Rs. 23,032 Lakhs
towards capacity expansion of its manufacturing facilities. Further, an expenditure to the
tune of Rs. 323 Lakhs was done on Research and Development facilities of Chakan and
Gurugram.
b. TECHNOLOGY, INNOVATION AND QUALITY
Safety remains the top most priority when developing new innovations,
and no matter the topic, safety of the end consumer is never compromised. Lighting
regulations continue to evolve that allow for even more safety enhancing features to be
put on the road. Adaptive Driving Beam (ADB) or Matrix Headlamps are an excellent example
of this, and this is now being actively implemented on new vehicles that will be produced
in India. This allows consumers to drive with high beams on at all times, but not glare
oncoming traffic, allowing the driver to have unparalleled visibility at night, but not
cause discomfort, or unsafe conditions for other drivers. These new features are being
implemented in India at an accelerated pace, largely driven by the EV market. This market
is looking to bring on more technological features, and the Company is expecting this to
quickly migrate to ICE vehicles, once the benefits of the technology is realized. The
technology trends going on in China are being watched very closely by the Indian
OEM's, where the features are both enhanced performance as well as new aesthetic
appearance. Personalization topics are of great interest, as well as animation and other
lit elements. Interior lighting has also risen in terms of technology, from simple lit
elements, to highly integrated solutions that can be adapted to end consumer desires, as
well as driving conditions. Lighting is used as a communication tool for both the interior
and exterior applications. Technology Shows are regularly scheduled at all key customers,
and this allows the Company to showcase all of these latest innovations. These shows are
collaborative events from all technical centers, as well as the strong partnership with
Stanley. The Center's of Competency teams work tirelessly towards the goal of
self-reliance, and will continue to develop new cost effective innovations to meet
customer's requirements.
c. MANAGEMENT DISCUSSION & ANALYSIS REPORT
As stipulated under the provisions of Regulation 34 of the Listing
Regulations read with Schedule V thereto, Management Discussion & Analysis Report
forms an integral part of this Report as Annexure - A and provides details on overall
Industry Structure and Developments, financial and operational performance and other
material developments during the Financial Year under review.
d. KEY BUSINESS DEVELOPMENTS
During the year under review, the Company has commenced commercial
production on November 01, 2023 at its new manufacturing plant situated at Plot No A 79,
Block - C, Horizon Industrial Park, Village - Sawardari, Chakan, Pune - 410501
Maharashtra.
The Board of Directors of Company in its meeting held on March 12, 2024
have also approved the following proposals in order to cater to the new orders received
from OEM customers for advance lighting solutions:
a) Setting up of Company's New Manufacturing Facility at Sanand
(Plant-3), Gujarat.
b) Expansion of Chakan Plant (Phase-II) at Pune. This would require an
investment of Rs. 15,260 Lakh and bring about a capacity addition of 8.50 Lakh lamps per
annum.
The abovementioned facilities at Sanand and Pune are expected to be
commissioned by Q3 of FY 2024-25.
e. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the financial year ended March 31, 2024, there was no change in
the nature of business of the Company.
3. GOVERNANCE AND ETHICS
a. CORPORATE GOVERNANCE
The Report on Corporate Governance together with the Auditor's
Certificate regarding the Compliance of conditions of Corporate Governance as stipulated
in Regulation 34 read with Schedule V of the Listing Regulations is annexed and forms part
of this Report as an Annexure - B.
b. DIRECTORS & KEY MANAGERIAL PERSONNEL
(i) DIRECTORS
The Composition of Board of Directors is in conformity with the
applicable provisions of the Act and Listing Regulations.
During the period under review, Mr Kenjiro Nakazono and Mr Vineet Sahni
resigned from the Board with effect from April 07, 2023 and April 14, 2023 respectively.
Mr Raajesh Kumar Gupta was appointed as an Executive Director and
Company Secretary of the Company with effect from May 27, 2023. Mr Yoshitsugu Matsushita
(Stanley Nominee) was appointed as a Non-Executive Director on the Board of Company with
effect from June 01, 2023. Ms Ritika Sethi was reappointed as an Independent Director for
the Second term of 5 years with effect from July 28, 2023.
The Board of Directors in their meeting held on November 07, 2023 had
approved the reappointment of Mr Tadayoshi Aoki (DIN: 08053387) as Senior Executive
Director - Whole Time Director (Key Managerial Personnel) of the Company for a further
period of 3 years with effect from February 03, 2024.
The said re-appointment has also been approved by the Shareholders by
way of a Special Resolution passed through Postal Ballot on December 29, 2023.
Subsequent to March 31, 2024:
• Mr Toru Tanabe resigned from the Board of the Company with
effect from May 24, 2024;
• Mr Tomohiro Kondo was appointed as an Additional Non-Executive
Director on the Board of the Company with effect from May 25, 2024;
• Mr Yoshitsugu Matsushita resigned from the Board of the Company
with effect from August 08, 2024;
• Mr Tetsuya Hojo was appointed as an Additional Non-Executive
Director on the Board of the Company with effect from August 09, 2024;
• Mr Avinash Parkash Gandhi, Mr Rattan Kapur and Mr Dhiraj Dhar
Gupta ceased to be Non-Executive Independent Directors of the Company w.e.f. the close of
business hours of August 21, 2024 consequent upon completion of second term of 5 years.
• Ms Pallavi Dinodia Gupta, Mr Harish Lakshman and Mr Pradeep
Singh Jauhar were appointed as Non-Executive Independent Directors of the Company w.e.f.
August 22, 2024 for a term of 5 years each.
Mr Tetsuya Hojo, Ms Pallavi Dinodia Gupta, Mr Harish Lakshman and Mr
Pradeep Singh Jauhar shall hold office upto the date of ensuing AGM and the Company has
received Notice(s) from shareholder(s) signifying intention to propose their candidature
for appointment as Directors. The Board recommends to the members for their appointment.
Brief profile of Mr Tetsuya Hojo, Ms Pallavi Dinodia Gupta, Mr Harish
Lakshman and Mr Pradeep Singh Jauhar is provided in the notice of AGM. RETIREMENT BY
ROTATION AND SUBSEQUENT RE-APPOINTMENT
In accordance with the Articles of Association of the Company and
Section 152 of the Act read with the Companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force), Mr Deepak Jain, Chairman and Managing Director (DIN:
00004972) and Mr Anmol Jain, Joint Managing Director (DIN: 00004993) are liable to retire
by rotation at the ensuing AGM and being eligible, offer themselves for reappointment. The
Board of Directors in their meeting held on August 20, 2024 considered and recommended to
the members the reappointment of Mr Deepak Jain and Mr Anmol Jain in the ensuing Annual
General Meeting of the Company.
Brief profile of Mr Deepak Jain and Mr Anmol Jain is provided in the
notice of AGM.
INDEPENDENT DIRECTORS
As on March 31, 2024, the Board had 6 (Six) Independent Directors,
including one woman
Independent Director, representing diversified fields and expertise.
Subsequent to March 31, 2024, the Board was reconstituted with effect
from August 22, 2024 and now the Board has 6 (Six) Independent Directors, including two
women Independent Directors.
All Independent Directors have registered themselves with the Indian
Institute of Corporate Affairs for the inclusion of their name in the data bank of
independent directors, pursuant to the provision of Rule 6 (1) of Companies (Appointment
and Qualification of Directors) Rules, 2014.
Further, as stipulated under the Regulation 17(10) and 19 read with
Schedules thereto of Listing Regulations, an evaluation exercise of Independent Directors
on the Board as on March 31, 2024 was conducted by the Nomination and Remuneration
Committee and the Board of the Company. The Board members satisfied themselves with the
performance and contribution of all the Independent Directors.
Details are provided in the relevant section of the Corporate
Governance Report.
(ii) KEY MANAGERIAL PERSONNEL (KMP)
As on March 31, 2024, Mr Deepak Jain, Chairman & Managing Director,
Mr Anmol Jain, Joint Managing Director, Mr Vishnu Johri (Chief Executive Officer), Mr
Tadayoshi Aoki, Whole Time Director (Senior Executive Director), Mr Raajesh Kumar Gupta
(Executive Director and Company Secretary) and Mr Ravi Teltia, Chief Financial Officer
were regarded as Key Managerial Personnel (KMPs) of the Company as per the provisions of
the Act.
The following changes in the KMPs of the Company took place during the
Financial Year under review:
- Mr. Vineet Sahni resigned from the position of Chief Executive
Officer of the Company with effect from April 14, 2023.
- Mr Vishnu Johri was appointed as a Chief Executive Officer of the
Company with effect from April 15, 2023.
- Mr Pankaj Mahendru resigned from the position of Company Secretary of
the Company with effect from the close of business hours of May 26, 2023, consequent upon
his transfer to Group Company.
- Mr Raajesh Kumar Gupta was appointed as an Executive Director and
Company Secretary of the Company with effect from May 27, 2023.
Subsequent to March 31, 2024, Mr Vishnu Johri resigned from the
position of CEO of the Company w.e.f. June 30, 2024 and the Board of Directors had in
their meeting held on June 08, 2024 appointed Mr Raju Bhauso Ketkale as CEO of the Company
w.e.f. July 01, 2024.
c. NUMBER OF MEETINGS OF BOARD OF DIRECTORS
During the FY 2023-24, the Board met Eight (8) times on April 11, 2023,
April 15, 2023, May 27, 2023, August 09, 2023, November 07, 2023, February 09, 2024, March
12, 2024 and March 26, 2024. It is confirmed that the gap between two consecutive meetings
was not more than one hundred and twenty days as provided in Section 173 of the Act.
Pursuant to the requirements of Para VII (1) of Schedule IV of the Act
and the Listing Regulations, a separate Meeting of the Independent Directors of the
Company was held on March 26, 2024, without the presence of Non-Independent Directors and
Members of the management, to review the performance of NonIndependent Directors and the
Board as a whole, the performance of the Chairperson of the Company, taking into account
the views of Executive Directors, NonExecutive, Non-Independent Directors and also to
assess the quality, quantity and timeliness of flow of information between the Company
Management and the Board.
d. DIRECTORS RESPONSIBILITY STATEMENT
I n terms of Section 134 (3) (c) & 134 (5) of the Act, and to the
best of the knowledge and belief, your Directors hereby state as under:
(i) that in the preparation of the Annual Accounts for the financial
year ended March 31, 2024 the applicable Accounting Standards had been followed and there
were no material departures;
(ii) that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as on
March 31, 2024 and of the profit and loss of the Company for that period;
(iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) that the Directors had prepared the Annual Accounts on a
"going concern" basis;
(v) that the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively;
(vi) that 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.
e. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The requisite declarations as per the Regulation 16 (1) (b) and
Regulation 25 of Listing Regulations read with the provisions of Section 149 (6) of the
Act, have been received from the Independent Directors regarding meeting the criteria of
Independence as laid down under those provisions. Further, in terms of Regulation 25(8) of
the Listing Regulations, the Independent Directors have confirmed that they are not aware
of any circumstance or situation, which exist or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent
judgment and without any external influence.
The Board took on record the declaration and confirmations submitted by
the Independent Directors after undertaking due assessment of the veracity of the same as
required under Regulation 25(9) of the Listing Regulations.
f. BOARD DIVERSITY AND POLICY ON APPOINTMENT AND REMUNERATION OF
DIRECTORS
Pursuant to the provisions of Section 178(1) of the Act and Regulation
19(4) read with Part D of Schedule II of Listing Regulations, the Company has in place the
Nomination and Remuneration Policy of Directors, Key Managerial Personnel (KMP) and Other
Employees including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided u/s 178(3) of the Act.
The Company believes that building a diverse and inclusive culture is
integral to its success. A diverse Board will be able to leverage different skills,
qualifications, professional experience, perspectives and background which is necessary
for achieving sustainable and balanced development. The Board has adopted Nomination and
Remuneration Policy of Directors, Key Managerial Personnel and other Employees and Policy
on Diversity which sets out the criteria for determining qualifications, positive
attributes and independence of a director.
The main features of the Policy are as follows:
• It acts as a guideline for matters relating to appointment and
re-appointment of directors;
• It contains guidelines for determining qualifications, positive
attributes of Directors, and independence of a Director;
• It lays down the criteria for Board Membership;
• It sets out the approach of the Company on Board Diversity;
• It lays down the criteria for determining independence of a
Director, in case of appointment of an Independent Director.
The aforesaid policies are available on the website of the Company at:
https://www.lumaxworld.in/lumaxindustries/pdf/nomination-and-remuneration-policy-of-directors-key-managerial-personnel-and-other-employees.pdf
https://www.lumaxworld.in/lumaxindustries/pdf/policy-on-diversity.pdf
g. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
One of the key responsibilities and role endowed on the Board is to
monitor and evaluate the performance of the Board, its Committees and Directors.
Accordingly, in line with applicable provisions of the Act and Listing
Regulations, the annual performance evaluation of the Board as a whole, Committees and all
the Directors was conducted, as per the internally designed evaluation process approved by
the Nomination and Remuneration Committee. The evaluation tested key areas of the
Board's work including strategy, business performance, risk and governance processes.
The evaluation considers the balance of skills, experience, independence and knowledge of
the management and the Board, its overall diversity, and analysis of the Board and its
Directors' functioning.
Evaluation Technique
• The evaluation methodology involves discussion on questionnaires
consisting of certain parameters, Evaluation factor, Ratings and Comments, if any.
• The performance of entire Board is evaluated by all the
Directors based on Board composition and quality, Board meetings and procedures, Board
development, Board strategy and risk management, etc.
• The performance of the Managing Director and Executive Directors
is evaluated by all the Board
Members based on factors such as leadership, strategy formulation,
strategy execution, external relations, etc.
• The performance of Non-Executive Director and Independent
Directors is evaluated by other Board Members based on criteria like managing
relationship, Knowledge and skill, personal attributes, etc.
• It also involves self-assessment by all the Directors and
evaluation of Committees of Board based on Knowledge, diligence and participation,
leadership team and management relations, committee meetings and procedures respectively.
• Further, the assessment of Chairman & Managing
Director's performance is done by each Board Member on similar qualitative
parameters.
EVALUATION OUTCOME
The feedback of the evaluation exercise and inputs of Directors were
collated and presented to the Board and an action plan to further improve the
effectiveness and efficiency of the Board and Committees was placed.
The Board as a whole together with each of its committees was working
effectively in performance of its key functions - Providing strategic guidance to the
Company, reviewing and guiding business plans, ensuring effective monitoring of the
management and overseeing risk management function. The Board is kept well informed at all
times through regular communication and meets once per quarter and more often as and when
need arises. Comprehensive agendas are sent to all the Board Members well in advance to
help them prepare and ensure the meetings are productive. The Company makes consistent
efforts to familiarize the Board with the overall business performance covering all
Business verticals, Product Categories and Corporate Functions from time to time.
The performance of the Chairman was evaluated satisfactory in the
effective and efficient discharge of his role and responsibilities for the day-to-day
management of the business, with reference to the strategy and long-term objectives. The
Executive Directors and NonExecutive Directors provided entrepreneurial leadership to the
Company within a framework of prudent and effective controls, with a balanced focus on
policy formulation and development of operational procedures. It was acknowledged that the
management accorded sufficient insight to the Board in keeping it up to date with key
business developments which was essential for each of the individual Directors to maintain
and enhance their effectiveness.
h. AUDIT COMMITTEE & COMPOSITION
The Composition of the Audit Committee is in alignment with the
provisions of Section 177 of the Act read with rules framed thereunder and Regulation 18
of the Listing Regulations. The members of the Committee are financially literate and
having expertise of financial management.
As on March 31, 2024 the Audit Committee of the Board comprised of Six
(6) Members viz. Mr Rajeev Kapoor (Chairman), Mr Avinash Parkash Gandhi, Mr Dhiraj Dhar
Gupta, Mr Rattan Kapur (Independent Directors), Mr Deepak Jain and Mr Tadayoshi Aoki
(Executive Directors), as Members.
The Company Secretary acts as a Secretary to the Audit Committee.
The Audit Committee of the Company reviews the reports to be submitted
to the Board of Directors with respect to auditing and accounting matters. It also
supervises the Company's internal control process, financial reporting and vigil
mechanism.
All the recommendations of Audit Committee made to the Board of
Directors were duly accepted by the Board of Directors.
The details regarding brief terms of reference and Meetings of the
Audit Committee held during the Financial Year under review along with the attendance of
the members have been provided in the Corporate Governance Report which forms part of this
Report.
Consequent upon the cessation of Mr Avinash Parkash Gandhi, Mr Rattan
Kapur and Mr Dhiraj Dhar Gupta as Non-Executive Independent Directors of the Company
w.e.f. the close of business hours of August 21, 2024, the Board of Directors in their
meeting held on August 20, 2024 reconstituted the Audit Committee to comprise Mr Rajeev
Kapoor (Chairman), Mr Vikrampati Singhania, Ms Pallavi Dinodia Gupta, Ms Ritika Sethi
(Independent Directors), Mr Deepak Jain and Mr Tadayoshi Aoki (Executive Directors) as
Members.
i. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
For the FY 2023-24, all the Related Party Transactions entered into by
the Company were in ordinary course of business and on an arms-length basis. All Related
Party Transactions, which are foreseen and repetitive in nature, are placed before the
Audit Committee on an yearly basis for obtaining prior omnibus approval of the Committee.
The transactions entered into pursuant to the omnibus approval are
placed before the Audit Committee for review and approval on quarterly basis. All Related
Party
Transactions are subjected to independent review by a reputed
accounting firm to establish compliance with the provisions of the Act and Listing
Regulations.
There were no material significant Related Party Transactions entered
into, by the Company with Promoters, Directors or Key Managerial Personnel, which may have
a potential conflict of interest for the Company, at large.
The details of Related Party Transactions undertaken by the Company
which fall under the purview of "Materiality" as per Listing Regulations are
attached in Form AOC-2 as an Annexure - C to this Report.
Further, the Shareholders approval on such Material Related Party
Transactions have been taken by way of Postal Ballot for which the results were declared
by the Company on September 28, 2023.
The details of the Related Party transactions as per IND AS 24 are set
out in the notes to the financial statement to the Company.
The Company has formulated a Policy document on Materiality and dealing
with Related Party Transactions, which is available on the Company's website at
https://www.lumaxworld.in/lumaxindustries/pdf/policy-
document-on-materiality-and-dealingwithrelated-party transactions.pdf.
j. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism named Whistle Blower
Policy, for Directors, employees and business associates to report to the Management,
concerns about unethical behavior, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics, in accordance with the provisions of Section 177
(10) of the Act and Regulation 22 of the Listing Regulations. This mechanism provides for
adequate safeguards against unfair treatment of whistle blower who wishes to raise a
concern and also provides for direct access to the Chairman of the Audit committee in
appropriate/exceptional cases.
The Whistle Blower Policy is available on the website of the Company
https://www.lumaxworld.in / lumaxindustries/pdf/vigil-mechanism-whistle-blower-
policy_LIL.pdf. To further strengthen this mechanism, the Company has an Employee App
which is available for both android and iOS users to report any instances of financial
irregularities, breach of Code of Conduct, abuse of authority, unethical/unfair actions
concerning Company vendors/suppliers, malafide manipulation of Company records,
discrimination among employees, anonymously, to provide protection to the employees who
report such unethical practices and irregularities.
Any incidents, that are reported, are investigated and suitable action
is taken in line with the Whistle Blower Policy.
During the year under review, no incidence under the above mechanism
was reported.
k. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT OF THE COMPANY
The Company has adopted the Code of Conduct for Directors and Senior
Management of the Company. The same is available on the website of the Company at
https://www.lumaxworld.in/lumaxindustries/pdf/Code-of-
Conduct-for-Directors-and-Senior-Management.pdf. Annual affirmations for adherence to the
Code are also obtained by the Company from its Directors and Senior Management on an
annual basis.
l. PARTICULARS OF REMUNERATION OF DIRECTORS AND OTHER EMPLOYEES
Information on Employees as required under Section 197 of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 forms an integral part of this Report as an Annexure - D.
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of
remuneration drawn and other particulars of the employees drawing remuneration in excess
of the limits set out in the said rules which form part of the Boards' Report, will
be made available to any shareholder on request, as per provisions of Section 136(1) of
the Act.
m. COMPLIANCE MANAGEMENT FRAMEWORK
The Company has a robust and effective framework for monitoring
compliances with applicable laws. The Company has installed a Software namely AVACOM (Team
Lease Product) for Compliance Management and through this Software the Company is able to
get the structured control over applicable compliances by each of the units of the
Company.
A separate Corporate Compliance Management Team periodically reviews
and monitors compliances by units and supports in effective implementation of same in a
time bound manner. The Board and Audit Committee along with Compliance team periodically
monitors status of compliances with applicable laws based on quarterly certification
provided by Senior Management.
n. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Please refer to the Paragraph on Familiarization Programme in the
Corporate Governance Report for detailed analysis.
o. HUMAN RESOURCES
Please refer to the paragraph on Human Resources in the Management
Discussion & Analysis section for detailed analysis.
4. INTERNAL FINANCIAL CONTROLS & ADEQUACY
a. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL
STATEMENTS
The Company has a robust and well embedded system of internal controls
in place to ensure reliability of financial reporting, orderly and efficient conduct of
business, compliance with policies, procedures, safeguarding of assets and economical and
efficient use of resources. Appropriate review and control mechanisms are put in place to
ensure that such control systems are adequate and operate effectively.
Periodical programs of Internal Audits are planned and conducted which
are also aligned with business objectives of the Company. The meetings with Internal
Auditors are conducted wherein the status of audits and management reviews are informed to
the Audit Committee.
The Company has adopted accounting policies which are in line with the
Indian Accounting Standards notified under Section 133 of the Act read with the Companies
(Indian Accounting Standard) Rules, 2015.
The Company gets its Standalone and Consolidated Financial Statements
reviewed/audited by its Statutory Auditors in due compliance with the Act and the Listing
Regulations.
The Company uses an established SAP ERP HANA Systems to record day to
day transactions for accounting and financial reporting. The SAP system is configured to
ensure that all transactions are integrated seamlessly with the underline books of
accounts, which helps in obtaining accurate and complete accounting records and timely
preparation of reliable financial disclosures.
The Company on May 01, 2024 had upgraded its existing SAP system to SAP
S/4 HANA RISE System.
b. RISK MANAGEMENT POLICY
The Company has adopted the Risk Management Policy as per Regulation 21
of the Listing Regulations.
The Risk Management Committee is responsible to frame, implement and
monitor the risk management plan for the Company. The Committee is responsible for
development and implementation of a Risk management Policy for the Company including
identification therein elements of risk, if any, which in the opinion of the Board may
threaten the existence of the Company and is responsible for reviewing the risk management
plan and its effectiveness. The Company has Risk Management Policy which can be accessed
on Company's website https://www.lumaxworld.in/lumaxindustries/pdf/
riskmanagement-policy-lil.pdf.
c. AUDITORS
Statutory Auditors
S.R. Batliboi & Co. LLP, Chartered Accountants (FRN:
301003E/E300005) were appointed as Statutory Auditors of the Company for a period of 5
years from the conclusion of the 41st Annual General Meeting of the Company held on July
22, 2022 to hold office till the conclusion of the 46th AGM of the Company to be held in
the year 2027.
S.R. Batliboi & Co. LLP, Chartered Accountants have also furnished
a certificate confirming that they are not disqualified from continuing as Auditors of the
Company. Statutory Auditors Report
The Report given by S.R. Batliboi & Co. LLP, Chartered Accountants
on the Financial Statements of the Company for the FY 2023-24 forms part of the Annual
Report. There is no qualification, reservation, adverse remark, or disclaimer given by the
Auditors in their Report.
Cost Auditors
In terms of Section 148 (1) of the Act, the Company is required to
maintain cost records for certain products as specified by the Central Government and
accordingly such accounts and records are prepared and maintained in the prescribed
manner.
The Board, on recommendation of Audit Committee, has re-appointed M/s
Jitender, Navneet & Co. (Firm Registration No. 000119) as the Cost Auditors of the
Company, for the audit of the cost accounts of the Company for the FY 2024-25.
The remuneration proposed to be paid to the Cost Auditor requires
ratification by the shareholders of the Company. In view of this, your approval for
payment of remuneration to Cost Auditors is being sought at the ensuing AGM. Accordingly,
a resolution, seeking approval by members for the ratification of the remuneration to be
paid to Cost Auditors amounting to Rs. 1.75 Lakhs (Rupees One Lakh Seventy-Five Thousand
only) excluding taxes and out of pocket expenses, if any, payable to M/s Jitender, Navneet
& Co. is included in the Notice convening 43rd AGM of the Company.
Cost Audit Report
The Cost Audit Report for the financial year 202223 does not contain
any qualification, reservation, or adverse remark. The Cost Audit Report for the financial
year 2023-24 will be submitted within the prescribed timelines.
Disclosure on Maintenance of Cost Records as Specified by Central
Government under Sub Section (1) of Section 148
The Company is maintaining cost records as stipulated under applicable
laws for the time being in force. Secretarial Auditor Pursuant to the provisions of
Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board has appointed Mr Maneesh Gupta, Practicing Company
Secretary (FCS 4982) as the Secretarial Auditor of the Company to conduct the Secretarial
Audit for FY 202425.
The Company has received consent from Mr Maneesh Gupta to act as the
Secretarial Auditor for conducting audit of the secretarial records for the Financial Year
ending March 31, 2025.
Annual Secretarial Audit Report & Annual Secretarial Compliance
Report
The Secretarial Audit Report for the Financial Year ended March 31,
2024 under the Act, read with Rules made thereunder and Regulation 24A (1) of the Listing
Regulations is set out in the Annexure - E to this Report. There are no qualification,
reservation, adverse remark or disclaimer given by the Auditors in their Report. Pursuant
to Regulation 24 A (2) of Listing Regulations, all listed entities on annual basis are
required to get a check done by Practising Company Secretary (PCS) on compliance of all
applicable SEBI Regulations and circulars/ guidelines issued thereunder and get an Annual
Secretarial Compliance Report issued in this regard which is further required to be
submitted to Stock Exchanges within 60 days of the end of the financial year. The Company
has engaged the services of Mr Maneesh Gupta (FCS 4982), PCS and Secretarial Auditor of
the Company for providing this certification for the Financial Year 2023-24.
Accordingly, the Company has complied with the above said provisions
and an Annual Secretarial Compliance Report for FY 2023-24 has been submitted to the Stock
Exchanges within stipulated time.
Internal Auditors
In compliance with the provisions of Section 138 of the Act, read with
the Companies (Accounts) Rules, 2014, the Internal Audit, of various units of Company, for
the FY 2023-24 was carried out by Grant Thornton Bharat LLP. Further, the Board in their
meeting held on May 24, 2024 has re-appointed Grant Thornton Bharat LLP as Internal
Auditors for the FY 2024-25.
d. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the year under review, no frauds were reported by Statutory
Auditors or the Secretarial Auditor against the Company which needs to be mentioned in
this Report.
5. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND INITIATIVES
The Company's Corporate Social Responsibility (CSR) objective is
to give back to society and contribute to nation's development through its
initiatives.
The Company's CSR initiatives are implemented primarily through
its CSR arm/trust, Lumax Charitable Foundation ("Foundation"), with focus on
education, empowerment of girl child through education and the healthcare, for
disadvantaged Section of society.
During the year under review, the Company's obligation to spend on
CSR activities was Rs. 132.48 Lakhs i.e. 2% of the average net profits during the three
immediately preceding financial years against which the Company has actually spent Rs.
139.24 Lakhs including the administrative expenses. During the year the Company has also
got Impact Assessment on a voluntary basis.
The Company has constituted a CSR Committee of the Board and also
developed & implemented a CSR Policy in accordance with the provisions of the Act. The
Committee monitors and oversees various CSR initiatives and activities of the Company.
Key CSR Activities
Lumax provides holistic education opportunities and preventive and
curative health interventions, committed to the India Sustainable Goals of Quality
Education and Good Health. These interventions and programs are managed by the Lumax
Charitable Foundation team along with implementation partners.
Education
In its endeavour to provide holistic and quality education, the
interventions include, girl child enrolment in schools, starter kits and learnings aids.
It is to provide and enable underprivileged students to enhance their learning experience
through out of school learning activities like excursion trips, end-to-end career
counselling, life-skills & soft-skills training on a continuous basis. The programs
help to facilitate various govt. & private scholarships to deserving need-based and
merit-based students to pursue with their education.
Infrastructure needs of the govt. schools including the construction of
toilets, classroom, providing LED lights are also undertaken after a thorough need
assessment. The programs are preferably conducted in areas around the Company's
plants.
Health
Under health, the Foundation has been supporting communities near the
plants with preventive cancer awareness and screening camps and also provide eye care
camps for eye-check up and conducting cataract surgeries
The cancer screening includes blood profiling along with physical
examination by a surgeon, ENT specialist and a gynaecologist, complete with radiology
examination.
The programs also include Juvenile diabetes for the underprivileged
children.
Constitution of CSR Committee
As on March 31, 2024, the CSR Committee of the Company comprised of
three (3) Members namely, Mr Deepak Jain (Chairman), Mr Avinash Parkash Gandhi
(Independent Director) and Mr Anmol Jain (Executive Director).
Consequent upon the cessation of Mr Avinash Parkash Gandhi as
Non-Executive Independent Director of the Company w.e.f. the close of business hours of
August 21, 2024, the Board of Directors in their meeting held on August 20, 2024
reconstituted the CSR Committee and inducted Ms Pallavi Dinodia Gupta as a Member of the
Committee w.e.f. August 22, 2024.
The details of the CSR Policy of the Company are also available on the
website of the Company at https://www.lumaxworld.in/lumaxindustries/pdf/
corporatesocialresponsibility-policy_Lumax-industrie s-limited.pdf.
The key contents of the said policy are as below:
a. Background & CSR Philosophy
b. Scope & Purpose
c. Constitution of CSR Committee
d. Composition & Role of CSR Committee
e. Implementation of CSR Projects, Programs and
Activities
f. Allocation of Budget
g. Treatment of Unspent CSR Expenditure
h. Lumax domains of engagement in accordance with Schedule VII
i. Monitoring and Review Mechanism
j. Impact Assessment
k. Reporting
l. Management Commitment
The Annual Report on CSR for FY 2023-24 as per Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014, in the prescribed format is annexed
as an Annexure - F to this Report.
6. OTHER DISCLOSURES
Material Changes and Commitments
There were no material changes and commitments which have occurred
after the end of the financial year ended March 31, 2024 till the date of this Report that
affects the financial position of the Company.
Particulars of Loans, Guarantees and Investments The particulars of
Investments and Loans as on March 31, 2024 as covered under the provisions of Section 186
of the Act is given in the Notes to Financial Statements of the Company. The Company has
not given any guarantees during the year under review.
Information on Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo
One of the several commitments that continued to remain in force
throughout the financial year was developing business along with improvement in
environmental performance to maintain a reliable and sustainable future. During the course
of the year, the manufacturing units of the Company have continued their efforts to reduce
energy consumption in all areas of their operations with energy efficient technologies and
off take of electricity from renewable sources wherever feasible. These manufacturing
units are constantly encouraged to improve operational activities and maximizing
production volumes and minimizing consumption of natural resources. Systems and processes
have been put in place for utilization of alternate sources of energy and monitoring of
energy consumption for all the units. Disclosure of information regarding Conservation of
Energy, Technology Absorption and Foreign Exchange Earning and Outgo, etc. as required
under Section 134(3) (m) of the Act read with the Companies (Accounts) Rules, 2014, is
annexed as an Annexure - G to this Report.
Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2024 is available on the Company's website on
https://www.lumaxworld.in/ lumaxindustries/annual-return.html.
Details of Deposits
During the year under review, the Company has neither accepted nor
renewed any Deposit in terms of Section 73 of the Act read with the Companies (Acceptance
of Deposits) Rules, 2014 and hence any provisions of the said Section are not applicable
to the Company.
Names of Companies which have become or ceased to be Its Subsidiaries,
Joint Ventures or Associate Companies during the Year
During the FY 2023-24, there was no Company which became or ceased to
be the Subsidiary, Joint Venture or Associate of the Company.
Significant and Material Orders passed by the Regulators or Courts
There are no significant and material orders passed by the
Regulators/Courts/Tribunals, which would impact the going concern status of the Company
and its future operations.
Constitution of Internal Complaints Committee (ICC) under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)
As per Section 134(3) of the Act read with Rule 8 of Companies
(Accounts) Rules, 2014, a "Statement that the Company has complied with the
provisions related to Constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(POSH)" has to be included in the Board's Report.
In accordance with the above-mentioned provisions the Company is in
compliance with and has adopted the "Policy on Prevention of Sexual Harassment of
Women at Workplace" and matters connected therewith or incidental thereto covering
all the related aspects. The constitution of ICC is as per the provisions of POSH and
includes external Members from NGO or those individuals having relevant experience.
The Committee meets as and when required and provides a platform for
female employees for registration of concerns and complaints, if any.
During the year under review i.e. FY 2023-24, thirty one (31) training
sessions were held across all manufacturing locations to discuss on strengthening the
safety of employees at workplace. In addition, the awareness about the Policy and the
provisions of POSH was also carried out in the said meetings. Further, as per the
applicable provisions of POSH, the Company continues to submit Annual Report to the
District Officer consisting of details as stipulated under the said Act.
Environment, Health, Safety
The Company is deeply committed to protecting the well being of its
employees and prioritizes safety above all. It consistently focuses on aligning its
policies, procedures, and systems with current laws and best practices. Over the past
eight years, the Company has made substantial efforts to improve its safety management
practices.
This has involved a progressive refinement of policies and procedures
to ensure their effectiveness and relevance. The Company regularly updates the said
policies to stay current with evolving standards and regulations. Additionally, it has
enhanced its systems for conducting risk assessments, ensuring these assessments are
thorough and conducted regularly. This includes evaluating workstations and other key
components of a comprehensive safety management system.
Beyond in terminal initiatives, the Company works closely with safety
officers and external agencies. This collaboration supports ongoing improvements in safety
practices and fosters a culture of continuous learning and development. By engaging with
both internal and external partners, the Company aims to create a safer work environment
for all employees.
Key aims and objectives achieved in FY 2023-24 includes:
• Corporate safety procedures & Emergency Procedures: - The
Company closely reviewed its safety rules and emergency plans to ensure they were current
and effective. Additionally, audits were conducted to assess the management of safety
measures.
• Safety Competence, Awareness and Training: -
Employees received training to understand safety procedures and be
aware of potential risks. This ensured that everyone was equipped to stay safe while
working.
• Safety Performance and Risk Management: -
The Company established a system to manage safety and address potential
risks. This approach helped prevent accidents and ensured the safety of everyone involved.
• Team Approach to Safety Objectives: - Teams within the Company
collaborated to achieve key safety goals, making it easier to enhance safety throughout
the organization.
• Strong Safety Management System and Committees: - The Company
upheld a strong safety management system, with safety committees playing a crucial role in
discussing and advancing safety improvements swiftly and effectively.
• Embedding Safety in Meeting agendas for cultural change: -
Safety was consistently prioritized in meetings at all levels of the Company. This
approach ensured that safety practices were regularly followed and fostered a culture of
ongoing improvement in safety standards.
Apart from the above, the Company has also performed below activities
in FY 2023-24 sincerely:
1. Employee Engagement Activities (Celebrated National Safety week,
Personal Protective equipment demonstrations, Mock Drill, Unplanned - Evacuation Drill,
Road Safety Week, World Environment Day, Safety Motivational Reward activities, Work place
Safety awareness Training, Safety Quiz Program & World Environment Health Day)
2. KYT - Kiken Yochi Training (Identifying hazard and taking corrective
measures with the help of actual users).
3. Hazard Identification and Risk Assessment of the Machine.
4. Hazards specific Safety training (Fire Fighting, Near Miss, First
Aid, Electrical Safety, Chemical & Machine Safety).
5. Monthly Internal safety Committee Meeting.
6. Regional Safety Meeting at all regions.
7. Safety Gemba Audit and Monitoring.
8. Thermography study, Arc flash study & Fire Load Calculation
9. Ventilation Study
10. Earthing inspection and testing
11. Fire Risk Assessment Audit.
12. Comprehensive review/surveillance audit done as per ISO 14001:2015
(Environment Management System) and ISO 45001:2018 (Occupational Health & Safety
Management system).
13. Capturing all first aid cases, Investigated and taken
countermeasure action against each incident
14. Third Party Audit / Safety assessment done.
15. Surface treatment - ST booth and Duct Cleaning activities for all
locations.
Transfer to investor education and protection fund (IEPF)
Pursuant to the provisions of Section 124(5), 125 and other applicable
provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force), all unpaid or unclaimed Dividends are required to be
transferred by the Company to the IEPF established by the Central Government, after the
completion of seven (7) years from the date of transfer to Unclaimed/Unpaid Dividend
Account of the Company.
Further, pursuant to provisions of Section 124(6) of the Act read with
the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the shares in
respect of which Dividend has not been claimed or unpaid for seven (7) consecutive years
or more shall also be transferred to the Demat account of IEPF Authority. The said
provisions do not apply to shares in respect of which there is a specific Order of Court,
Tribunal or Statutory Authority, restraining any transfer of the shares.
Accordingly, the details relating to amount of Dividend transferred to
the IEPF and corresponding shares on which Dividends were unclaimed for seven (7)
consecutive years, are provided in the Report on Corporate Governance annexed to this
Report.
Transfer of unclaimed dividend and underlying shares for FY 2016-17
The last date for transfer into IEPF of the Unpaid/ Unclaimed Dividen d
lyin g in th e Unpaid Dividend Account of the Company for the FY 2016-17 is September 19,
2024. In compliance with the provisions of Section 124 of the Act read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 as amended from time to time, the Company had issued a due notice in the newspapers
and also sent the individual notices through speed post/ registered post, at the latest
available address to the concerned Shareholders, whose Dividend/Shares were liable to be
transferred to IEPF, requesting them to claim their dividend on or before August 21, 2024.
Code of Conduct to regulate, monitor and report trading by Designated
Persons (Code of Conduct)
The Company has adopted a Code of Conduct to regulate, monitor and
report trading by Designated Persons [Pursuant to Regulation 9 of Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015]. This Code of Conduct
is intended to prevent misuse of Unpublished Price Sensitive Information
("UPSI") by Designated Persons.
The said Code lays down guidelines, which advise Designated Persons and
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.
This Code includes a Policy and Procedure for Inquiry in case of
leakage of UPSI or suspected leakage of UPSI. Business Responsibility and Sustainability
Report
A detailed Business Responsibility and Sustainability Report in terms
of the provisions of Regulation 34 of the Listing Regulations forms part of this Annual
Report. Disclosure for compliance of Secretarial Standards
The Board states that the Company has complied with the Secretarial
Standard-1 (Meetings of Board of Directors) and Secretarial Standard-2 (General Meetings)
issued by the Institute of Company Secretaries of India.
General
During the year, there were no transaction requiring disclosure or
reporting in respect of matters relating to:
(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) raising of funds through preferential allotment or qualified
institutions placement;
(d) pendency of any proceeding under the Insolvency and Bankruptcy
Code, 2016 and
(e) instance of one-time settlement with any bank or financial
institution.
Contribution to Exchequer
The Company is a regular payer of taxes and other duties to the
Government. During the year under review, the Company paid all its statutory dues &
presently no undisputed dues are outstanding for more than six months. The Company
generally ensures payment of all dues to exchequer well within time line as applicable.
7. ACKNOWLEDGEMENT
The Board of Directors wishes to formally express their heartfelt
gratitude and appreciation to all stakeholders, including shareholders, employees,
investors, bankers, customers, suppliers, government agencies, stock exchanges,
depositories, auditors, legal advisors, consultants, business partners and service
providers for their ongoing commitment and support.
The Board also extends its profound appreciation to every member of the
Lumax Family for their valuable contributions over the past year and expresses sincere
thanks to Stanley Electric Co., Limited for their unwavering support and patronage
throughout the year.
| For and on behalf of the Board of Directors |
| Lumax Industries Limited |
| Deepak Jain |
| Chairman & Managing Director |
| DIN: 00004972 |
| Place: Gurugram |
| Dated: August 20, 2024 |
|