To, The Members of
L W S KNITWEAR LIMITED
Ludhiana
The Directors of your company have pleasure in presenting the 36th Annual Report
together with Audited Accounts of the company for the financial year ended 31st
March 2025.
FINANCIAL HIGHLIGHTS
(Rs. In Crores)
Particulars |
2024-25 |
2023-24 |
Gross Income |
108.69 |
75.13 |
Profit Before Interest and Depreciation |
3.47 |
3.23 |
Finance expense |
1.48 |
1.17 |
Depreciation and Amortization Expenses |
0.09 |
0.09 |
Profit Before Tax |
3.38 |
1.96 |
Tax expense |
0.85 |
0.56 |
Net Profit After Tax |
2.53 |
1.40 |
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
The Company is engaged in the Trading/manufacture of hosiery goods/knitted
cloth/garments. Board expects the Company to grow in future.
IND AS
The Company had adopted Indian Accounting Standards (Ind AS) and Annual Financial
Statements in the previous financial year. The Annual Financial Statements in current year
have also been prepared in accordance with the Indian Accounting Standards (“IND AS
“) as prescribed under the Companies (Indian Accounting Standards) Rules as amended
from time to time notified under Section 133 of the Companies Act, 2013.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business activities of the Company.
DIVIDEND
The Board of Directors with the view to conserve the resources of company has not
recommending any dividend this year.
AMOUNTS TRANSFERRED TO RESERVES
The Board of the company has decided to carry Rs. 2.53 Crores to its reserves and
surplus account.
CHANGES IN SHARE CAPITAL
There has been no change in Share Capital of the Company during the current Financial
Year except the company had issued 95,73,441 equity shares by way of right issue on
31.12.2024
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
The Company does not have any Subsidiary, Joint venture or Associate Company and the
provisions regarding disclosure of names of companies which ceased to be the subsidiary,
joint venture or associate companies are not applicable.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year and there is no unclaimed dividend.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company
occurred between the period from the end of the financial year to which this financial
statement relate and on the date of this report
ANNUAL RETURN
As required under sub-section (3) of section 92 of the Companies Act, 2013 as amended,
copy of the annual return will be placed on website of the Company www.lwsknitwear.com
after filing with MCA, web link-
https://www.lwsknitwear.com/downloads/annualReturns/Form_MGT-7%2023-24.pdf
MEETINGS OF THE BOARD OF DIRECTORS
During the current Financial Year, the Company held 10 (Ten) meetings of the Board of
Directors as per Section 173 of Companies Act, 2013 which is summarized below. The
provisions of Companies Act, 2013 and listing agreement were adhered to while considering
the time gap between two meetings-
11-05-2024 |
13-11-2024 |
29-05-2024 |
31-12-2024 |
29-07-2024 |
11-01-2025 |
13-08-2024 |
17-01-2025 |
04-09-2024 |
13-02-2025 |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company confirms 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.
STATUTORY AUDITORS AND REPORT THEREON
The shareholders had appointed of M/S. Parmod G Gupta & Associates, Chartered
Accountants, (FRN 018870N) for five years in AGM 2024. The report of the Auditor is
self-explanatory and does not need any explanation.
SECRETARIAL AUDITORS AND REPORT THEREON
M/s Bhambri and Associates, Company Secretaries (CP 22626) were appointed for the FY
2024-25. The reports of the Auditor are provided as annexure IV, which are
self-explanatory and does not need any explanation. The annual secretarial compliance
report is available under:
https://www.lwsknitwear.com/downloads/disclosures-under-regulation-46-and-62-of-SEBI/ASCR%20NA%20LWS%2031.03.2024.pdf
Further M/s Bhambri and Associates, Company Secretaries (CP 22626) have been appointed
by the Board for FY 2025-26 till 2029-30 subject to further approval of the Shareholders
in the ensuing AGM.
COMMENTS OF THE MANAGEMENT ON THE OBSERVATIONS/REMARKS BY THE AUDITORS
There were no observation/comments by the auditors
LOANS, GUARANTEES AND INVESTMENTS
The Company is a partner in M/s. LWS Knitwear, a partnership firm in which Shri Girish
Kapoor, Managing Director of the Company is also a partner. Total investment in the firm
is Rs. Nil at the close of the financial year.
RELATED PARTY TRANSACTIONS
The Company has NOT entered into Related Parties Transaction under Section 188 of the
Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act.
Further all the necessary details are attached herewith in Form No. AOC- 2 for your kind
perusal and information.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO
The Information pursuant to Section 134(3) (m) pertaining to Conservation of Energy,
Technology Absorption and Foreign Exchange Outgo is provided in annexure herewith.
RISK MANAGEMENT
The Company does not have any Risk Management Policy as the element of risk threatening
the Company's existence is very minimal.
DIRECTORS AND KMP
During the current financial year no change had occurred in the constitution of Board
of Directors and KMP of the company except Mrs Kusum Kapoor has been appointed as
Wholetime Director of the Company w.e.f. 13.11.2024
DEPOSITS
The company has not accepted any deposits during the year and there are no unclaimed
deposits.
PERSONNEL
The information required pursuant to Section 134(3) and Section 197(12) read with Rule
5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of employees of the Company and Directors is attached herewith. Further,
information required under Rule 5 (2) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is nil as no employee of the Company is in receipt of
remuneration as stated therein.
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013, 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 Committee in
its meeting held on 11.05.2024 and 13.02.2025. 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 Non-Independent Directors was carried
out by the Independent Directors who also reviewed the performance of the Secretarial
Department in their meeting held on 11.05.2024 and 13.02.2025 without the presence of
non-independent directors.
CORPORATE GOVERNANCE
The corporate governance provisions were not applicable to your company during the FY
2024-25 but still the Company had complied with some of the provisions on voluntary basis.
The provisions of the Corporate Governance are now applicable to the Company for the
financial year 2025-26 and onwards. The section on corporate governance forms a part of
this annual report.
INDEPENDENT DIRECTORS AND DECLARATION
Mr. Ramesh Kumar Sharma, Ms. Neelam Bahri and Mr. Ashwani Kumar Sharma are serving as
Independent Directors. The Board of Directors of the Company hereby confirms that all the
Independent Directors duly appointed by the Company have given the declaration and they
meet the criteria of independence as provided under section 149(6) of the Companies Act,
2013. All the independent directors have cleared the proficiency test of the IICA.
AUDIT COMMITTEE
According to Section 177 of the Companies Act, 2013 the company's Audit Committee
comprised of three directors and Chairman of the committee is Non-Executive Independent
Director. The details of committee, meetings and attendance of members is given in report
on corporate governance attached with the report.
NOMINATION AND REMUNERATION COMMITTEE
As per the section 178(1) of the Companies Act, 2013 the Company's Nomination and
Remuneration Committee comprises of three Non-Executive independent Directors and Chairman
of the committee is Non-Executive Independent Director. The details of committee, meetings
and attendance of members is given in report on corporate governance attached with the
report.
Terms of Reference
The Terms of Reference of the Nomination and Remuneration Committee are as under:
1. To identify persons who are qualified to become Directors and who may be
appointed in senior management in accordance with the criteria laid down, recommend to the
Board their appointment and removal and shall carry out evaluation of every Director's
performance.
2. To formulate the criteria for determining qualifications, positive attributes
and independence of a Director and recommend to the Board a policy, relating to the
remuneration for the Directors, Key Managerial Personnel and other employees.
3. The Nomination and Remuneration Committee shall, while formulating the policy ensure
that: a. the level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate Directors of the quality required to run the Company
successfully; b. relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and c. remuneration to Directors, Key Managerial
Personnel and senior management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to the working of the
company and its goals:
4. Regularly review the Human Resource function of the Company
5. Discharge such other function(s) or exercise such power(s) as may be
delegated to the Committee by the Board from time to time.
6. Make reports to the Board as appropriate.
7. Review and reassess the adequacy of this charter periodically and recommend
any proposed changes to the Board for approval from time to time.
8. Any other work and policy, related and incidental to the objectives of the
committee as per provisions of the Act and rules made there under.
REMUNERATION POLICY Remuneration to Executive Directors
The remuneration paid to Executive Directors is recommended by the Nomination and
Remuneration Committee and approved by Board in Board meeting, subject to the subsequent
approval of the shareholders at the General Meeting and such other authorities, as may be
required. The remuneration is decided after considering various factors such as
qualification, experience, performance, responsibilities shouldered, industry standards as
well as financial position of the Company.
Remuneration to Non-Executive Directors
The Non-Executive Directors have not been paid any sitting fees during the year under
report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
Stakeholders Relationship Committee was reconstituted during the year and according to
Section 178 of the Companies Act, 2013 which comprised of three Non-Executive Independent
Directors and Chairman of the committee is Non-Executive Independent Director. The details
of committee, meetings and attendance of members is given in report on corporate
governance attached with the report.
SECRETARIAL STANDARDS
The Directors state that the Company has complied with both the applicable Secretarial
Standards i.e. SS- 1 and SS-2 relating to ‘Meetings of the Board of Directors' and
‘General Meetings', respectively.
VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Regulation 22
of the SEBI(LODR) Regulations, 2015, the company has established Vigil Mechanism for
directors and employees to report genuine concerns and made provisions for direct access
to the chairperson of the Audit Committee. Company has formulated the present policy for
establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its
stakeholders, Directors and employees, to freely communicate and address to the Company
their genuine concerns in relation to any illegal or unethical practice being carried out
in the Company.
SHARES a. Buy Back of Securities-The Company has not bought back any of its securities
during the year under review. b. Sweat Equity-The Company has not issued any Sweat Equity
Shares during the year under review. c. Bonus Shares- The Company has not issued any Bonus
Shares during the year under review. d. Employees Stock Option Plan-The Company has not
provided any Stock Option Scheme to the employees.
ORDER OF COURT
There is no significant and material order passed by the regulators or courts or
Tribunals impacting the going concern status and company's operation in future.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Internal Financial Controls are adequate and are in consonance with the size and
operations of the Company and such internal financial controls are operating effectively.
The Company had also appointed Mr. Dayanand Sahu as Internal Auditor as required under
Section 138 of the Companies Act, 2013.
SHARES IN SUSPENSE ACCOUNT i. Aggregate number of shareholders and the outstanding
shares in the suspense account lying at the beginning of the year=nil ii. Number of
shareholders who approached issuer for transfer of shares from suspense account during the
year=nil iii. Number of shareholders to whom shares were transferred from suspense account
during the year=nil iv. aggregate number of shareholders and the outstanding shares in the
suspense account lying at the end of the year=nil
SHARES IN UNCLAIMED SUSPENSE ACCOUNT i. Aggregate number of shareholders and the
outstanding shares lying in the Unclaimed Suspense Account at the beginning of the
year=nil ii. Number of shareholders who approached the issuer for transfer of shares from
the Unclaimed Suspense Account during the year=nil iii. Number of shareholders to whom
shares were transferred from the Unclaimed Suspense Account during the year=nil iv.
Aggregate number of shareholders and the outstanding shares lying in the Unclaimed
Suspense Account at the end of the year=nil
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no
requirement to constitute Corporate Social Responsibility Committee.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company has in place `Prevention of Sexual Harassment Policy`. This Anti-Sexual
Harassment policy of the Company is in line with the requirements of The Sexual Harassment
of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All
employees (permanent, contractual, temporary and trainees) are covered under this policy.
The company has complied with provisions relating to the constitution of Internal
Complaints Committee and an Internal Complaints Committee (ICC) is in place to redress
complaints received regarding sexual harassment. The following is a summary of sexual
harassment complaints received and disposed off during the year,: No. of complaints
received: Nil, No. of complaints disposed off: NA.
COMPLIANCES OF ALL LAWS
The Board hereby states that the company has devised proper systems to ensure
compliance of all laws applicable to the company.
COST RECORDS
The provisions of Section 148(1) of the Companies Act, 2013 for maintenance of cost
records are not applicable to the Company.
ONE TIME SETTLEMENT
The Company had not entered into one time settlement with any financial institutions,
banks etc
INSOLVENCY
The company has not filed any insolvency proceedings against anyone. Further, there are
no insolvency proceedings pending against the Company.
GENERAL DISCLOSURE
During the financial year 2024-25, no complaints were received by the Company under
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Further, the Company has also complied with all the applicable provisions relating to the
Maternity Benefits Acts, 1961. All Policies, as applicable to the company, required under
the Act or the SEBI LODR
Regulations are available on the website of the Company
No significant or material order was passed by the Regulators or Courts or Tribunals
which impact the going concern status and company's operation in the future.
No fraud has been reported by the Auditors to the Audit Committee or the Board.
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review.
Details relating to Deposits covered under Chapter V of the Act. Issue of Equity Shares
with Differential Rights, as to dividend, voting or otherwise. Issue of shares with
including sweat equity shares to employees of the company under any scheme 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 During the year under review, there were no case(s) filed pursuant to Sexual
Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013.
ACKNOWLEDGEMENT
Your Directors wish to express their grateful appreciation to the continued
co-operation received from the Banks, Government Authorities, Customers, Vendors and
Shareholders during the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the committed service of the Executives, staff and
Workers of the Company.
