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You can view full text of the latest Director's Report for the company.

BSE: 540360ISIN: INE715Q01029INDUSTRY: Non-Banking Financial Company (NBFC)

BSE   ` 6.67   Open: 6.36   Today's Range 6.36
6.67
+0.31 (+ 4.65 %) Prev Close: 6.36 52 Week Range 2.03
12.31
Year End :2024-03 

The Directors' present the 40th Annual report on the business and operations of your Company for the year 2023-24. FINANCIAL PERFORMANCE OF THE COMPANY:

   

(Rs. In lakhs)

 

Particulars

2023-24

2022-23

 

Total Revenue

497.30

360.15

 

Total Expenses

196.20

64.98

 

Profit / (Loss) Before Taxation and Exceptional item

301.10

295.17

 

Exceptional item

-

-

 

Profit before Taxation

301.10

295.17

 

Provision for Income Tax

91.91

76.45

 

Provision for Deferred Tax

-

-

 

Profit after Taxation

209.19

217.58

For the year ended 31st March, 2024, your Company has reported total revenue and net profit after taxation of Rs. 497.30 (in Lakhs) and Rs. 209.19 (in Lakhs) respectively. Last year total revenue was Rs. 360.15/- (in Lakhs) and Rs. 217.58/- (in Lakhs).

NATURE OF BUSINESS:

There are no changes in nature of Business.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management's Discussion and Analysis is set out in the Annual Report marked as “Annexure I”.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to mention here.

RESERVES:

In terms of Section 45-IC of the RBI Act 1934, the Company registered as NBFC with RBI is required to transfer at least 20% of its Profit after tax to a Reserve Fund before dividend is declared. As at the year end, an amount of Rs. 128.28/- (In Lakhs) has transferred to the Reserve Fund.

DIVIDEND:

In view of losses, your directors do not recommend any dividend during the year.

DEPOSIT

The Company has not accepted any deposits during the year under review and it continues to be a non-deposit taking Non-Banking Financial Company in conformity the guidelines of the Reserve Bank of India and Companies (Acceptance of Deposits) Rules, 1975.

EXTRACT OF THE ANNUAL RETURN

In accordance with provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return as required under Section 92 of the Act for the Financial Year 2023-24, will available on the Company's website at www.llflltd.in.

SHARE CAPITAL & AUTHORISED SHARE CAPITAL:

The paid-up Equity Share Capital as on March 31,2024 was Rs. 10,67,00,000/-The Authorised Share Capital as on March 31,2024 was Rs. 11,00,00,000/-

A)    Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B)    Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares.

C)    Issue of employee stock options

During the year under review, the Company has not issued any sweat equity shares.

D)    Bonus Shares

During the year under review, the Company has issued 5,33,50,000 Bonus shares with the ration 1:1.

E)    Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Changes in Directors and Key Managerial Personnel:

During the year following Changes made in the Directors and Key Managerial Personnel:

     
 

S.N.

Name of Directors/KMP

Reason for change Appointment/ Resignation/ other changes

Designation

Date of Changes

Remarks (if any)

 

1

Surajkumar Jha (DIN:10197854)

Appointment

Additional

Non

Executive

Independent

Director

12-06-2023

NA

2

Surajkumar Jha (DIN:10197854)

Change in designation

Non

Executive

Independent

Director

10-07-2023

Additional to Director

3

Pankaj Ramanbhai Jadav

Resignation

Director

11-09-2023

NA

   

(DIN:06493362)

         
 

4

Parshottambhai Premjibhai Rupareliya (DIN: 02944037)

Appointment

Additional

Non

Executive

Non

Independent

Director

14-09-2023

NA

 
 

5

Dave Nirbhaybhai

Dhruvbhai

(DIN:10439618)

Appointment

Additional

Non

Executive

Independent

Director

07-12-2023

NA

 
 

6

Pradeep

Resignation

Company Secretary and Compliance Officer

02-01-2024

NA

 
 

7

Divya

Appointment

Company Secretary and Compliance Officer

19-03-2024

NA

 
 

8

Divya

Resignation

Company Secretary and Compliance Officer

10-05-2024

NA

 

Mr. Parshottambhai Premjibhai Rupareliya will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer himself for reappointment.

b)    Declaration by an Independent Director(s) and reappointment, if any

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

c)    Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

d)    Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

e)    Number of Meetings of the Board of Directors and Audit Committee

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The schedule of the Board/Committee meetings to be held in the forthcoming financial year is being circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings.

During the year the Company has held 14 (Fourteen) Board Meetings as against the minimum requirement of 04 meetings. The meetings were held on 30/05/2023, 12/06/2023, 30/06/2023, 09/08/2023, 11/09/2023, 14/09/2023, 28/09/2023, 18/10/2023, 09/11/2023, 07/12/2023, 02/01/2024, 12/02/2024, 29/02/2024 and 19/03/2024.

COMMITTEE OF BOARD:AUDIT COMMITTEE

a)    Brief description of terms of reference:

Terms of Reference of the Audit Committee are as per Section 177 of the Companies Act, 2013 and the guidelines set out in the listing agreements with the Stock Exchanges that inter-alia, include overseeing financial reporting processes, reviewing periodic financial results, financial statements and adequacy of internal control systems with the Management and adequacy of internal audit functions, discussions with the auditors about the scope of audit including the observations of the auditors and discussion with internal auditor on any significant findings.

b)    Composition:

The Audit Committee has been constituted in conformity with the requirements of Section - 177 of the Companies Act, 2013. As on the end of Financial Year 2023-24, Audit Committee comprises of three Directors as under:

Sr. No.

Name of Member

Designation

1

Nirbhaybhai Dhruvbhai Dave

Chairperson

2

Suraj Kumar Jha

Member

3

Parshottambhai Rupareliya

Member

During the year under review, the 5 Audit Committee was held during Financial Year 2023-24. The dates on which the said meetings were held on 30/05/2023, 09/08/2023, 14/09/2023, 09/11/2023 and 12/02/2024.

Minutes of meetings of the Audit Committee are circulated to members of the Committee and the Board is kept apprised.

Members of the Audit Committee have requisite financial and management expertise. The Statutory Auditors, Internal Auditor and the Chief Financial Officer are invited to attend and participate at meetings of the Committee.

NOMINATION/REMUNERATION COMMITTEE

The Nomination/Remuneration committee consists of the following three Directors:

Sr. No.

Name of Member

Designation

1

Nirbhaybhai Dhruvbhai Dave

Chairperson

2

Suraj Kumar Jha

Member

3

Parshottambhai Rupareliya

Member

The Nomination/Remuneration committee recommends to the Board the attributes and qualification for becoming a member of the Board. It also recommends the remuneration payable to the Directors, Key managerial personnel and other senior personnel and such other matters as are necessary under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee has formulated a Nomination and Remuneration Policy relating to the appointment and remuneration for the directors, key managerial personnel and other employees. The nomination and remuneration policy is annexed marked “Annexure-N’.

During the year under review, the 3 Nomination and Remuneration Committee was held during Financial Year 2023-24. The dates on which the said meetings were held on 12/06/2023, 14/09/2023 and 07/12/2023.

SHAREHOLDERS COMMITTEE:

The Board of Directors have constituted a “Share Transfer and Shareholders / Investor Grievance Committee and stakeholders' relationship committee” in line with the Listing Agreement, which is responsible for all matters concerning the share transfers, transmissions, issue of duplicate share certificates and attending to the grievance of the shareholders.

The present composition of the Committee is as under: Shareholder's Committee consists of following Directors

Sr. No.

Name of Member

Designation

1

Parshottambhai Rupareliya

Chairperson

2

Suraj Kumar Jha

Member

3

Nirbhaybhai Dhruvbhai Dave

Member

During the year under review, the 1 Stakeholders Committee was held during Financial Year 2023-24. The dates on which the said meetings were held on 20/01/2024.

The Company addresses all complaints, suggestions and grievances expeditiously and replies have been sent / issues resolved usually within 15 days except in case of dispute over facts or other legal constraints. During the year complaints were received from SEBI or shareholders were resolved satisfactory. No requests for share transfers are pending except those that are disputed or Sub-judice.

Evaluation

Committee has adopted a formal system of evaluating Board performance as a whole and the contribution of each individual director. An evaluation of Board performance is conducted annually to identify areas of improvement and as a form of good Board management practice. Each member of the Committee shall abstain from voting any resolutions in respect of the assessment of his performance or re-nomination as Director. The results of the evaluation exercise were considered by Committee which then makes recommendations to the Board aimed at helping the Board to discharge its duties more effectively.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholder Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

General Body Meeting (One):

 

Date

Type

Time

Mode of Meeting

 

10/07/2023

AGM

11:00 AM

Through Video Conferencing (VC)/Other AudioVisual Means (OAVM) facility

CHANGE IN THE NATURE OF BUSINESS

The Company is engaged in the business of Investments, Leasing and Financing. There has been no change in the nature of business of the Company during the year under review.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

No significant and material orders were passed by any Regulator(s) or Court(s) or Tribunal(s) which would impact the going concern status of the company.

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:

No material changes and commitment affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135(1) of the Companies Act, 2013 are not applicable to the Company and therefore the company has no corporate social responsibility committee of the Board.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

STATUTORY AUDITORS

M/s. S.D. Mehta & Co., Chartered Accountant, (having Firm's registration Number: 137193W), Ahmedabad the Statutory Auditors of the Company hold the office from 37th Annual General Meeting until the conclusion of the 42nd Annual General Meeting and on such remuneration as may be decided by the Board of Directors with mutual consent of the appointee Auditors.

The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 139(2) of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 139 (1) of the said Act.

AUDITORS’ REPORT

The Auditor's report does not contain any reservation, qualification or adverse remark submitted by M/s S.D. Mehta & Co., Chartered Accountant, Statutory Auditor of the Company, in their respect for the Financial Year ended March 31, 2024.

SECETARIAL AUDITOR

Pursuant to provisions of sub-section (1) of Section 204 of the Companies Act 2013, the Company is required to annex with its Board's Report a secretarial audit report, given by the Company Secretary in practice.

The secretarial audit of the Company has been conducted by M/s V Kumar & Associates, Company Secretaries in Practice and their report on the secretarial audit for the year under review.

SECRETARIAL AUDIT REPORT

A copy of Secretarial Audit Report as provided by Company Secretary in Practice has been annexed to this Report as “Annexure-III”. The Secretarial Audit Report contain a reservation, qualification or adverse remark.

INTERNAL AUDITORS

The Board has appointed M/s Parag Patel & Company, Chartered Accountants (FRN:130590W) for the Financial Year 2023-24.

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits during the financial year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions (RPTs) which were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and did not attract provisions of section 188 of the Companies Act, 2013 and were also not material RPTs under regulation 23 of the SEBI Listing Regulations, 2015. During the year 2022-23, as required under section 177 of the Companies Act, 2013 and regulation 23 of the SEBI Listing Regulations, 2015, all

RPTs were placed before the Audit Committee for approval.

There were no transactions entered into with related parties, during the period under review, which may have had any potential conflict with the interests of the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

ENVIRONMENT, HEALTH AND SAFETY

The Company accords the highest priority to health and environment and safety. The Company takes at most care for the employees and ensures compliance with the Environment Act.

REMUNERATION OF KEY MANANGERIAL PERSONNEL

Ms. Ami Jinen Shah (Whole time Director) be paid Rs. 25,000/- (Rupees Twenty-Five Thousand Only) per month and Mr. Jinen Manoj Shah (Chief Financial Officer), the Key Managerial Personnel of the Company be paid Rs. 20,000/-each (Rupees Twenty Thousand Only) per month subject to the increment as decided by the Board of Directors of the Company from time to time on the basis of their performance and policy of the Company.

CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Compliance with the Corporate Governance Provisions shall not apply in respect of the listed entity having paid up Equity Share Capital not exceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty-Five Crores as on the last day of the previous financial year.

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 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 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.

EARNINGS AND OUTGO:

The Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 134 of the Companies act 2013 read with the Companies (Account) Rules, 2014 are as follow.

   
 

1.

Conservation of Energy

Nil

2.

Technology Absorption

Nil

3.

Foreign Exchange Earnings and Outgo

Nil

   

PARTICULARS OF EMPLOYEES:

There is no employee in the Company drawing remuneration for which information is required to be furnished under section 134 of the Companies Act 2013 read with Companies (Particulars of Employees) Rules 1975 as amended.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

The company has adequate internal financial control system commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets. The activities of the company do not involve purchase of inventories and sale of goods and services.

For the purposes of effective internal financial control, the Company has adopted various procedures for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

To ensure adequacy of internal financial controls, the procedures adopted by the Company are based on the following parameters:

(A)    Familiarity with Policies and Procedures - the related policies and procedures and the changes thereto, if any, are communicated to the employees at the time of joining and it is ensured that such person understands the policies or procedures correctly.

(B)    Accountability of Transactions - There is a proper delegation of authorities and responsibilities so as to ensure accountability of any transaction.

(C)    Accuracy & Completeness of Financial Statements/ Reports - For accuracy and completeness of information, reconciliation procedure and multiple checking at different level have been adopted. To avoid human error, computer software's are extensively used.

(D)    Retention and Filing of Base Documents - All the source documents are properly filed and stored in a safe manner. Further, important documents, depending upon their significance are also digitized.

(E)    Segregation of Duties - It is ensured that no person handles all the aspect of a transaction. To avoid any conflict of interest and to ensure propriety, the duties have been distributed at different levels.

(F)    Timeliness - It is also ensured that all the transactions are recorded and reported in a timely manner.

The procedures are also reviewed by the Statutory Auditors and the Directors of the Company from time to time. There has also been proper reporting mechanism implemented in the organization for reporting any deviation from the procedures.

RISK MANAGEMENT POLICY

The Company has Risk Management Policy to mitigate the risks. At Present, the Company has not identified any element of risk which may threaten the existence of the Company.

STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and 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. No case was reported during the year under review.

BRIEF RESUME

As required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company provides a brief resume of Parshottambhai Rupareliya [DIN: 02944037], Director, who is liable to retire by rotation in the ensuing AGM and being eligible offers himself for re-appointment. The nature of their expertise in specific functional areas, names of the companies in which he has held directorships, his shareholding etc. are furnished in the annexure to notice of the ensuing AGM.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has in place the whistle blower mechanism for directors, employees with a view to provide for adequate safeguards against victimization of stakeholders and provide for direct access to the Chairperson of the Audit Committee in appropriate cases. The policy can be accessed at the website of the Company at http://llflltd.in

CODE OF CONDUCT

The Chairman of the Board Meetings has given a declaration that all Directors and senior Management Personnel concerned affirmed compliance with the code of conduct with reference to the year ended March, 31 2024.

LISTING WITH STOCK EXCHANGES:

Companies Shares are Listed on BSE Limited and Metropolitan Stock Exchange of India Limited. ACKNOWLEDGMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and cooperation. The directors also wish to place on record the confidence of members in the company.