|
The Members,
Laxmi Organic Industries Limited
Your Directors are pleased to present their report on the business and
operations of the Company along with the audited accounts of the Company for the year
ended March 31,2025.
(' in Mn)
|
Year Ended March
31,2025 |
Year Ended March
31,2024 |
| Revenue from Operations |
29,446.06 |
28,241.86 |
| Profit before Depreciation, Interest and Tax |
3,077.17 |
2,868.17 |
| Finance Cost |
197.32 |
57.30 |
| Depreciation |
1,224.94 |
1,050.96 |
Profit Before Tax (PBT) |
1,654.91 |
1,759.91 |
| Tax |
474.70 |
486.21 |
Net Profit |
1,180.21 |
1,273.70 |
The Directors are pleased to recommend a Final Dividend of 25% ('
0.50/- per equity share) on the face value of Rs 2/- per share of the Company for the
financial year ended March 31,2025. The Dividend, if approved by the Members at the
ensuing Annual General Meeting, would result in an outflow of approximately Rs 138.76 Mn.
The dividend payout for the year under review is in line with the
Dividend Policy approved and adopted by the Board of Directors of the Company.
Key financial highlights during the year were as under:
0 Total Revenue from operations increased by
4.26% to Rs 29,446.06 Mn against Rs 28,241.86 Mn of the previous year.
0 Earnings before interest, tax, depreciation and amortisation (EBITDA)
increased by 7.29% to Rs 3,077.17 Mn against Rs 2,868.17 Mn of the previous year.
0 Profit Before Tax (PBT) decreased by 5.97% to Rs 1,654.91 Mn against
Rs 2,868.17 Mn of the previous year.
0 Net Profit decreased by 7.34% to Rs 1,180.21 Mn against Rs 1,273.70
Mn of the previous year.
Management Discussion and Analysis Report for the year under review, as
stipulated under the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015"),
is presented in a separate section, forming part of the Annual Report.
The Board of Directors of the Company has decided not to transfer any
amount to the General Reserve for the year under review.
The authorised share capital of the Company as on March 31, 2025, stood
increased to Rs 1,260.00 Mn comprising 63,00,00,000 equity shares of Rs 2/- each. This
increase is pursuant to the absorption of Yellowstone Fine Chemicals Private Limited, a
wholly owned subsidiary, during the financial year under review.
Further, the issued, subscribed, and paid-up share capital of the
Company increased from Rs 551.56 Mn (comprising 27,57,80,785 equity shares of Rs 2/- each)
to Rs 554.04 Mn (comprising 27,70,23,813 equity shares of Rs 2/- each), primarily due to
the following:
a. Issuance of 12,43,028 equity shares pursuant to the exercise of
stock options by employees under the Laxmi ESOP 2020.
7. EMPLOYEE STOCK OPTION SCHEMES:
The Company currently operates two Employee Stock Option Schemes, as
detailed below:
a. Laxmi Employee Stock Option Plan 2020 (Laxmi ESOP 2020):
Approved by the shareholders on November 24, 2020, Laxmi ESOP 2020
authorises the grant of up to 6,750,000 stock options, which may result in the issuance of
an equivalent number of equity shares. The Scheme provides for the issuance of Employee
Stock Options (ESOPs), Thank You Grants, or Restricted Stock Units (RSUs) to eligible
employees of the Company and its subsidiaries. The primary objective of this Scheme is to
attract, retain, and motivate employees by rewarding high performance and fostering
long-term commitment.
b. Laxmi Employee Stock Option Scheme 2024 (Laxmi ESOP 2024):
Approved by the shareholders on July 30, 2024, Laxmi ESOP 2024 provides
for the grant of up to 4,250,000 stock options, which may result in the issuance of an
equivalent number of equity shares. The Scheme is designed to reward and incentivise
eligible employees of the Company and to support employee retention by recognising
exceptional performance. Further, at the forthcoming 36th Annual General
Meeting, shareholder approval is being sought to extend the coverage of this Scheme to
include employees of the Company's Subsidiaries and Associate Companies as well.
Both Laxmi ESOP 2020 and Laxmi ESOP 2024 are in compliance with the
SEBI (Share Based Employee Benefits) Regulations, 2014. In accordance with the applicable
provisions of the said Regulations, the details of stock options as on March 31, 2025, are
provided in Annexure "A" to this Report.
8. FINANCE:
During the year under review, the Company availed various credit
facilities from its existing banking partners in line with its business requirements. The
Company has remained regular in servicing all its debt obligations, including the timely
payment of interest and repayment of principal to all lenders.
The Company actively manages a significant foreign currency portfolio
under the oversight of the Finance Committee of the Board. A comprehensive Foreign
Currency Management Policy and Investment Policy, approved and periodically reviewed by
the Finance Committee and Board, guides this activity.
During the year under review, the Indian Rupee depreciated by 2.265%
against the US Dollar, moving from ? 83.3739 on April 01, 2024, to ? 85.5814 on March 31,
2025. The US$/INR exchange rate fluctuated within a range of ? 82.9512 to? 87.9563, with
an annual realised volatility of 2.43%, notably higher than the 2.03% volatility observed
in the previous financial year.
9. CREDIT RATING:
The Company's financial prudence, disciplined capital management, and
consistent performance have been recognised by credit rating agencies. Since 2023, the
Company has been rated by India Ratings & Research Private Limited. During the year
under review, the Company's debt facilities were upgraded, and the current ratings are as
follows:
Instrument |
Rating |
| Term Loans |
nd AA/Stable |
| Fund-based working capital facility |
ND AA/Stable/IND A1 + |
| Non-fund-based working capital facility |
INDA1 + |
| Commercial Paper |
INDA1 + |
10. RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS:
The Company has established a robust, comprehensive internal control
framework that is well-aligned with the scale and complexity of its operations. These
controls not only facilitate effective risk identification and mitigation but also uphold
the highest standards of corporate governance. Our internal financial controls are
well-documented, seamlessly embedded within operational processes, and tested rigorously
throughout the year. We are pleased to report that no significant weaknesses were observed
in either their design or implementation.
Assurance on the effectiveness of these controls is obtained through
multiple mechanisms, including monthly management reviews, control self- assessments,
ongoing functional monitoring, and extensive testing by internal auditors. Notably, the
Internal Auditors report independently to the Audit
Committee of the Board, enhancing objectivity in their evaluations.
Their scope includes both the adequacy of controls and the audit of a substantial portion
of transactions by value.
To further strengthen compliance, the Company has deployed an internal
compliance management tool that automates processes and generates timely alerts for
statutory obligations. Collectively, these systems provide a high level of assurance that
internal financial controls are effectively designed and operating as intended.
Additionally, in accordance with the SEBI Listing Regulations, 2015,
the Company has constituted a dedicated Risk Management & ESC Governance
Committee. This Committee is responsible for formulating the Company's Risk Management
Plan. Details of its composition, authority, and terms of reference are provided in the
Corporate Governance Report.
11. PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE:
The Company's Policy on Prevention of Sexual Harassment at Workplace is
in line with the requirements of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment of Women at
Workplace Act") and rules framed thereunder. An Internal Complaints Committee have
also been set up to redress complaints received regarding sexual harassment.
During the year under review, no complaints of sexual harassment were
received by the Company. The Company is committed to providing a safe and conducive work
environment to all of its employees and associates.
12. PERSONNEL / HUMAN RESOURCES DEVELOPMENT:
Employees are the cornerstone of our Company, constituting our most
valuable asset. Our unwavering commitment lies in attracting, nurturing, and retaining top
talent. We steadfastly maintain an environment characterised by openness, camaraderie, and
positive industrial relations, ensuring a conducive workplace for our employees.
During the year under review, we have introduced several new
initiatives on the Human Resource front, aimed at further enhancing our employees'
experiences and fostering their professional growth.
i) Training & Development:
We encourage continuous development, empowering our employees to learn,
grow, and succeed. Committed to supporting both personal and professional growth, we view
this as integral to achieving individual aspirations and organisation objectives. We
provide upskilling opportunities, learning programs, and strong managerial support,
encouraging employees to pursue interests, enhance skills and broaden horizons.
A) Leadership Collaboration Workshop: To
drive long-term organisational success, a dedicated leadership
collaboration initiative has been launched, engaging the CEO and his leadership team. This
initiative is designed to foster alignment, enhance teamwork, and build an integrated
leadership approach that strengthens strategic decision-making. Through structured
workshops, interactive discussions, the leadership team explores ways to collaborate
effectively, ensuring transparency and synergy in achieving business objectives. A key
component of this initiative is the establishment of a continuous feedback loop, allowing
leaders to exchange insights, address challenges proactively, and reinforce a culture of
trust and accountability. By integrating this collaborative framework into the
organisation's leadership ethos, the initiative ensures that decision-makers work
cohesively, inspire their teams, and drive impactful results that align with the Company's
long-term vision.
B) Leadership Development Program: At Laxmi
werecognisethatleadershipisthecornerstone of sustainable growth and business success. As
we continue to expand, it is imperative that our senior leadership team is equipped to
drive transformation, foster innovation, and build high-performing teams. LEAP is an
8-month-long leadership development intervention that has been designed keeping in mind
the 70:20:10 development model. To design and implement the program, we collaborate with a
panel of leadership development experts. LEAP follows a cohort- based learning approach,
incorporating immersive experiences where external leaders and organisations provide an
'Outside In' perspective. Additionally, group coaching is facilitated to support the
practical application
of competencies acquired in workshops. This program will remain a
continuous initiative for leadership development within the Company.
C) Strengthening Financial Acumen in Leadership: To strengthen
financial literacy among senior leaders, we introduced an immersive workshop, Finance for
Non- Finance: Apples and Oranges Simulation. This program simplifies complex financial
concepts through an engaging, simulation- based board game, allowing leaders to experience
financial decision-making firsthand. By managing a model company and exploring key
financial drivers such as cash flow, profitability, and working capital, participants gain
practical insights into strategic trade-offs and business expansion challenges. This
interactive approach bridges the gap between financial theory and real- world application,
equipping leaders with the knowledge to drive operational efficiencies, improve
collaboration, and support sustainable business growth. Through this initiative, Laxmi is
fostering a financially savvy leadership team, ensuring long-term success and informed
decision-making at every level.
ii) Internal Communication:
To enhance communication within the organisation, an internal platform
has been established, led by an editorial team comprising employees from various
functions. Impromptu is now published in both English and Marathi, offering insights into
key events across different parts of the organisation. Additionally, a quarterly Town
Flail format has been established to further strengthen internal communication. During
these sessions, employees receive updates on business performance, operational aspects
such as Quality and EFIS, and major organisation-wide initiatives, ensuring transparency
and engagement across teams.
iii) Make Your Mark: Laxmi's Make Your Mark Rewards &
Recognition program has undergone a remarkable evolution, embracing a value-driven
approach. The core principles of Innovation, Sustainability, Customer Centricity, and
Integrity now serve as the foundation, shaping the program's direction and reinforcing
behaviours that define excellence within the organisation.
This transformation marks a new chapter where recognition is not just
about achievements but about upholding Laxmi's values. By aligning rewards with these
guiding principles, Make Your Mark ensures that outstanding contributions resonate
with the organisation's vision, fostering a culture of excellence and purpose.
iv) Employee Engagement - Enhancing FIR Through Al: We are
dedicated to enhancing our employee experience through continuous improvement efforts. To
strengthen the culture of continuous feedback and to enhance employee engagement, we
launched an Al-powered automated continuous listening process throughout the lifecycle of
an employee. Through this tool, we have been actively engaging with employees to gain
valuable insights into their experiences and provide actionable feedback to us. These
interactions have helped identify key areas for cultural enhancement, enabling us to
create a more supportive and engaged work environment.
v) Total Rewards Mindset: To build a strong base for this mindset,
it is essential to understand the external market. A basket of 20 Chemical sector
companies was handpicked based on revenue, size, focus of work, amongst other parameters
and benchmarked for compensation and other best practices. This activity helped us to have
a robust compensation philosophy which hinges on the pillars of 'Pay for performance'
and being 'Open, fair and consistent'.
vi) Human Resources Information System Initiatives: This year, a
lot of automation initiatives were undertaken through HRIS. For example, the New Flire
confirmation process, employee separation process and Others. Our performance evaluation
methodology, "Checkins" was implemented through HRIS for all employees. Other
process flows have been optimised as per evolving processes of recruitment.
vii) National Apprenticeship Promotion Scheme:
At the organisational level, we have created and implemented a
high-quality talent pool through the National Apprenticeship Promotion Scheme for
entry-level positions. The objective of this program is to improve bench strength, reduce
the resourcing turnaround time, quality of trained talent, improve gender diversity, and
provide employment opportunities to entry-level talent. At the moment, we have engaged
more than 140
NAPS trainees across the organisation, and more than 49 NAPS trainees
have been onboarded in FY 24-25, and 117 trainees since the program introduction. These 49
onboarded trainees translate close to 65% hiring against available positions of 5.20 &
5.2D in manufacturing location and close to 18% at the organisation level across grades
for FY 24-25. NAPS program has acted as a feed to" Build model" for
manufacturing and other functions for developing a gender diversity pool. More than 46%
of diversity was hired from the NAPS pool of total diversity hired across the
organisation in FY 25.
viii) Gender Diversity: Improving gender diversity in the Company
is a key goal. We have continued to build on a threepronged approach to improving
Diversity -
1) Leadership Sponsorship: It is sponsored by each Senior
leadership team member who carries specific D&l goals with > 10% weightage.
2) Women of Laxmi Council: A council has been formed with its
preamble to guide actions on how to improve the inclusion and lives of women in Laxmi.
3) Sensitisation: A year-round program management to sensitise on
issues that create impediments.
A series of actions has been implemented to improve gender diversity at
Laxmi, such as creating and developing a talent pool through the NAPS Program, workforce
sensitisation through Prevention of Sexual Harassment (POSH) workshops, initiatives on
women employee safety working in shifts, especially in manufacturing, and women-friendly
policy development, etc. We have moved up on gender diversity from 8% to 10% in 2024-25.
13. SUBSIDIARIES & JOINT VENTURE:
The details of the subsidiaries and the joint ventures as on March
31,2025, are given as under:
Sr. No. |
Name & Country of Incorporation |
Category |
| 1. |
Laxmi Organic Industries (Europe) BV,
Netherlands (LOBV) |
|
| 2. |
Cellbion Lifesciences Private Limited, India
(CLPL) |
|
| 3. |
Viva Lifesciences Private Limited, India
(VLPL) |
Wholly Owned Subsidiary |
| 4. |
Laxmi Speciality Chemicals (Shanghai) Co.
Limited, China (LSCSCL) |
|
| 5. |
Laxmi USA LLC |
|
| 6. |
Laxmi Italy s.r.l* |
Step Down Subsidiary |
| 7. |
Saideep Traders, India (ST) |
Step Down Partnership Firm |
| 8. |
Cleanwin Energy One LLP, India (CEOLLP) |
Associate Company |
| 9. |
Radiance MH Sunrise Seven Private Limited |
|
*Applied for closure of operations.
The financial information of the subsidiary companies, as required
under Section 129(3) of the Companies Act, 2013, read with the applicable provisions of
the Companies (Accounts) Rules, 2014, is provided in Form AOC-1, annexed to this report as
Annexure "B".
During the year under review:
• Yellowstone Speciality Chemicals Private Limited, a wholly
owned subsidiary incorporated in India, was struck off with effect from June 21, 2024, as
per the certificate issued by the Ministry of Corporate Affairs.
• Yellowstone Fine Chemicals Private Limited, </b>also a wholly
owned subsidiary incorporated in India, was amalgamated with the Company effective April
01, 2024, pursuant to the order passed by the National Company Law Tribunal (NCLT) on
Februaiy 27,2025.
The annual accounts of the subsidiary companies are available for
inspection by any Member at the Registered Office of the Company. Members interested in
obtaining a copy may write to the Company Secretary. These documents are also available on
the Company's website at: https://www.laximi.com/ investors/financials
During the year, none of the subsidiaries were classified as a Material
Subsidiary under Regulations 16 and 24 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Policy for Determining Material Subsidiaries is available on the
Company's website at: https://www. laxmi.com/investors/policies
14. DIRECTORS:
a. Appointment/re-appointment/resignation:
During the year, Mr. Omprakash Venkatswamy Bundellu (DIN: 00032950),
Independent Director of the Company, retired upon the completion of his two consecutive
terms of five years each. His retirement became effective at the close of business hours
on July 30,2024.
At the Board Meeting held on July 01, 2024, the Board, based on the
recommendation of the Nomination & Remuneration Committee, approved the appointment of
Mr. Vijay Ratnaparkhe (DIN: 03211521) as an Independent Director of the Company for a term
of three years, effective from July 01,2024, to June 30,2027. This appointment was duly
approved by the members at the Annual General Meeting held on July 30,2024.
Mr. Manish Chokhani (DIN 00204011) completed his two terms of 10 years
as an Independent Director on July 30, 2024, Thereafter, he was appointed as a
Non-Executive Non-Independent Director effective from July 31, 2024, with the approval of
the Shareholders at the Annual General Meeting held on July 30,2024.
Mr. Ravi Goenka (DIN: 00059267) was reappointed as a Whole-time
Director designated as Executive Chairman, subject to retirement by rotation, for a tenure
of five years, effective from September 01, 2024, to August 31, 2029 with the approval of
the Shareholders at the Annual General Meeting held on July 30,2024.
Mr. Rajeev Goenka, Non-Executive Director (DIN 00059346) and Dr. Rajan
Venkatesh, Managing Director & CEO (DIN 10057058) are scheduled for retirement by
rotation at the upcoming Annual General Meeting and are eligible for reappointment.
Following a comprehensive performance evaluation and the recommendation of the Nomination
and Remuneration Committee, the Board proposes their reappointment.
In line with the Nomination & Remuneration Committee's
recommendation during the Board meeting held on May 20,2025, Mr. Harshvardhan Goenka (DIN
08239696), whose current tenure as Whole-time Director designated as Executive
Director is going to conclude on October 31,2025, has been re-appointed
by the Board as a Wholetime Director designated as Executive Director, subject to
retirement by rotation, for a tenure of five years, effective from November 01, 2025, to
October 31,2030. The Company is currently in the process of seeking approval from the
Members for the aforementioned appointment at the upcoming Annual General Meeting.
Details of the Directors seeking appointment/ reappointment, including
profiles of these Directors, are provided in the Notice convening the 36th
Annual General Meeting of the Company.
Throughout the reviewed period, apart from Mr. Rajeev Goenka, who
serves as a promoter director, none of the other Non-Executive Directors of the Company
had any significant financial dealings or transactions with the Company. Their involvement
was limited to receiving sitting fees, any applicable commissions, and reimbursement of
expenses associated with attending Board or Committee meetings.
Based on the confirmations received, none of the Directors are
disqualified for appointment under Section 164(2) of the Companies Act, 2013.
b. Key Managerial Personnel:
In accordance with the provisions of Section 203 of the Companies Act,
2013, and rules made thereunder, following are the Key Managerial Personnel of the Company
for the year ended March 31,2025:
a. Mr. Ravi Goenka - Executive Chairman
b. Dr. Rajan Venkatesh - Managing Director & CEO
c. Mr. Mahadeo Karnik - CFO
d. Mr. Aniket Hirpara - Company Secretary & Sr. Vice President
(Legal and Secretarial)
At the Board Meeting held on July 01, 2024, the Board considered and
approved the resignation of Ms. Tanushree Bagrodia, CFO of the Company, effective from the
close of business hours on September 02,2024, and expressed its appreciation for her
valuable contributions during her tenure. In the same meeting, based on the recommendation
of the Nomination & Remuneration Committee, the Board approved the appointment of Mr.
Mahadeo Karnik as the Chief Financial Officer (CFO) of the Company, effective September
03,2024.
c. Declarations by Independent Directors:
Pursuant to the provisions of Section 149 of the Act, the Independent
Directors have submitted declarations that each of them meets the criteria of independence
as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation
16(1 )(b) of the SEBI Listing Regulations, 2015. There has been no change in the
circumstances affecting their status of Independent Directors of the Company.
The Board is of the opinion that all the Independent Directors
appointed are of integrity and possess the requisite expertise and experience (including
the proficiency). In terms of Regulation 25(8) of the SEBI Listing Regulations, 2015, they
have confirmed that they are not aware of any circumstances or situation which exists or
may be reasonably anticipated that could impair or impact their ability to discharge their
duties. Based on the declarations received from the Independent Directors, the Board has
confirmed that they meet the criteria of independence as mentioned under Regulation 16(1
)(b) of the SEBI Listing Regulations, 2015 and that they are independent of the
management.
d. Board Evaluation:
The details relating to the Board's Performance evaluation are in the
Corporate Governance Report.
14. FIXED DEPOSITS
During the year under review, the Company has not accepted any fixed
deposits from the public pursuant to Section 73 and Section 76 of the Companies Act, 2013,
read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to
time.
15. INSURANCE:
All the assets of the Company, including the building, plant &
machinery and stocks at all locations, have been adequately insured.
16. CONTRACTS & ARRANGEMENTS WITH RELATED PARTY:
During the year under review, all related party transactions were
carried out at arm's length and in the ordinary course of business. The Company did not
enter into any materially significant transactions with Promoters, Directors, Key
Managerial Personnel, or
other related parties that could have a potential conflict with the
interests of the Company.
All related party transactions are subject to prior review and approval
by the Audit Committee, in accordance with the Company's Policy on Materiality of Related
Party Transactions. Where required, such transactions are also placed before the Board for
its approval or noting. Annual omnibus approvals are obtained from the Audit Committee and
the Board for anticipated, repetitive transactions. These transactions are monitored on a
regular basis, and a comprehensive statement of related party transactions, along with an
Arm's Length Certificate issued by an Independent Chartered Accountant, is submitted
quarterly to both the Audit Committee and the Board of Directors for review.
The details of contracts or arrangements entered into with related
parties during the year are disclosed in Form AOC-2, annexed to this Report as Annexure
"C". Additionally, members may refer to the Financial Statements for
disclosures on related party transactions in accordance with Ind AS requirements. Except
for Mr. Ravi Goenka, Mr. Harshvardhan Goenka, and Mr. Rajeev Goenka, none of the other
Directors have any pecuniary relationships or transactions with the Company.
17. AUDITORS AND AUDITORS REPORT:
Pursuant to the provisions of Section 139 of the Act read with
Companies (Audit and Auditors) Rules, 2014, as amended from time to time, Deloitte Haskins
& Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018),
has been appointed as Auditors of the Company to hold office till the conclusion of the 39th
Annual General Meeting to be held in the financial year 2027-28. In accordance with
the Companies Amendment Act, 2017, ratification of Deloitte Haskins & Sells LLP is not
required at the ensuing Annual General Meeting.
The notes on the Financial Statement referred to in the Auditors'
Report are self-explanatory and do not call for any further comments. The Auditors' Report
does not contain any qualification(s), reservation(s), adverse remark(s) or disclaimer(s).
During the year under review, the Statutory Auditors have not reported
to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instance of
fraud committed against the Company by its officers or employees, the details of which
would need to be mentioned in the Board Report.
18. SECRETARIALAUDITANDSECRETARIALSTANDARDS:
The Board of Directors has, on the recommendation of the Audit
Committee, appointed M/s GMJ & Associates, Company Secretaries, as the Secretarial
Auditors of the Company for the term of five years to hold office from April 01, 2025,
till March 31, 2030 (i.e. FY26 till FY30). As required under Regulation 24A of the SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015, the appointment of a
Secretarial Auditors need to be approved by the Members of the Company. Accordingly,
resolution seeking Members' approval for the aforesaid appointment is included in the
Notice convening the 35th Annual General Meeting.
The Secretarial Audit Report for the financial year ended March 31,
2025 is annexed herewith marked as Annexure "D" to this Report. The
Secretarial Audit Report does not contain any qualification(s), reservation(s), adverse
remark(s) or disclaimer(s).
Additionally, in line with SEBI Circular dated February 08, 2019 &
November 11, 2024, an Annual Secretarial Compliance Report confirming compliance of all
applicable SEBI Regulations, Circulars and Guidelines by the Company was issued by the
Secretarial Auditors and filed with the Stock Exchanges, is annexed to this report as Annexure
"E" The remarks provided in the report are self-explanatory.
The Directors state that applicable Secretarial Standards relating to
‘Meetings of the Board of Directors' and ‘General Meetings', have been duly
complied with by the Company.
19. COST AUDITORS:
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended, the cost audit record
maintained by the Company is required to be audited. The Board of Directors has on the
recommendation of the Audit Committee, appointed M/s. B.J.D. Nanabhoy & Company, a
firm of Cost Auditors for conducting the audit of such records and for preparing
Compliance Report for the Financial Year 2025-26.
M/s. B.J.D. Nanabhoy & Company have confirmed that their
appointment is within the limits of Section 141 (3)(g) of the Companies Act, 2013, and
Rules made thereunder, and have also certified that they are free from any
disqualifications specified under Section 141 (3) and proviso to Section 148(3) read with
Section 141 (4) of the Act.
As required under the Companies Act, 2013, the remuneration payable to
the Cost Auditors is required to be ratified by the Members of the Company. Accordingly,
resolution seeking Members' ratification for remuneration to be paid to Cost Auditors is
included in the Notice convening Annual General Meeting. Further, the Board hereby
confirms that the maintenance of cost records specified by the Central Government as per
Section 148(1) of the Companies Act, 2013, and rules made thereunder, is required, and
accordingly, such accounts/records have been made and maintained.
20. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company upholds a steadfast commitment to enriching local
communities through CSR initiatives, focusing on key thematic areas such as Health,
Education, Water, and sustainability. Throughout the year, we have actively pursued and
implemented a series of CSR initiatives. Below is the CSR overview of CSR's ongoing
interventions:
a) Mobile Health Unit: Under the Health initiative, we continued to
build and expand Mobile Health Initiatives in locations where manufacturing plants are
situated. We continued to work with Mahad, Khed, and Chiplun taluka Health Department to
improve the health and quality of life of villagers through Mobile Health Units. It
comprises of mobile clinic setup (van) along with a qualified doctor, nurse, community
mobilizer, and driver. Through this initiative, door-to-door health services are delivered
free of cost along with basic medication. The MHU focuses on the diagnosis, consultation,
treatment, and referral in case of chronic diseases. A total of 50 + villages from Mahad,
Khed, and Chiplun taluka, which have poor access to health services, have been targeted
through the MHU service. The initiative benefits around 30000+ villagers. To date, around
18,073 patients have been covered, and more than 53,230 treatments have been given since
the launch of MHU at Mahad, Khed, and Chiplun taluka.
b) Water: Under the Water initiative, we have continued to provide
support and build infrastructure for drinking water in the community that we operate. One
such project that we delivered in Kusumwadi village from Khed taluka, wherein we
constructed a jackwell which was destroyed due to a landslide during heavy monsoon, led to
the discontinuation of drinking water supply. The construction of jackw/ell
in partnership with the local Panchayat body helped to overcome the
challenge of drinking water availability and restored the water supply to villagers. The
initiative benefited around 700 villagers.
c) Education: Under the Education initiative, we have constructed
the primary school building infrastructure at Parsule (Mahad - Poladpur region). Under
this initiative, we constructed 7 classrooms, 2 washrooms, and bathrooms. With this, the
said primary school can accommodate more than 400 primary school students up to 7 standard
from nearby 11 villages of Mahad - Poladpur region. The newly built-up quality of
infrastructure will enable quality of education and a better learning environment for
students. This initiative is delivered in collaboration with the district education
authorities and the local grampanchayat body. The newly built-up quality of school
infrastructure has gained recognition from the Maharashtra Government organised award
called "Mukhyamantri Majhi Shala Sundar Shala Yojana" with a token price of 3
Lakhs.
For more details on CSR please refer page no 34. The
Annual Report on CSR Activities as on March 31,2025,
is annexed herewith as Annexure "F"
21. OTHER DISCLOSURES:
a. Meetings:
The details of various meetings of the Board and its Committees are
given in the Corporate Governance Report.
b. Committees of the Board:
The details of the various Committees constituted by the Board are
given in the Corporate Governance Report.
c. Material changes and commitments if any, affecting the financial
position of the Company:
There have been no material changes and commitments affecting the
financial position of the Company, which have occurred between the end of the financial
year and the date of this report.
d. Consolidated Financial Statements:
The Company's Board of Directors is responsible for the preparation of
the Consolidated Financial Statements of the Company & its Subsidiaries (‘the
Group'), in terms of the requirements of the Companies Act, 2013 and in accordance with
the accounting principles generally accepted in India, including the I ndian Accounting
Standards specified under Section 133 of the Act. The respective Board of Directors of the
Companies included in the Group are responsible for maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets and for
preventing and detecting frauds and other irregularities, the selection and application of
appropriate accounting policies, making judgments and estimates that are reasonable and
prudent, and the design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material misstatement, whether
due to fraud or error, which have been used for the purpose of preparation of the
Consolidated Financial Statements by the Directors of the Company, as aforestated. The
Consolidated Financial Statements of the Company and its subsidiaries is provided
separately and forms part of the Annual Report.
e. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo:
The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is
annexed herewith as Annexure "G" and forms part of this Report.
f. Annual Return:
The copy of the annual return for the financial year under review will
be uploaded on the website of the Company. The same will be and is available for view
under the investor section on the Company's website
https://www.laxmi.com/investors/investor- information.
g. Loans, Guarantees and Investments:
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.
h. Particulars of Employees:
The information required pursuant to Section 197(12) of the Companies
Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, has been provided as Annexure "H"
The requisite details relating to the remuneration of the specified
employees under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, form part of this Report. Further, this report and
accounts are being sent to Members, excluding the aforesaid annexure. In terms of Section
136 of the Act, the said annexure will be open for inspection by any Member. Interested
Members may write to the Company Secretary.
i. Disclosure pursuant to Section 197(14) of the Companies Act, 2013,
and Rules made thereunder:
The Managing Director and Whole-time Director of the Company are not in
receipt of any remuneration and/or commission from any Holding / Subsidiary Company, as
the case may be.
j. Significant and Material Orders passed by the Regulators or Courts:
There are no significant material orders passed by regulators or courts
which would impact the going concern status of the Company and its future operations.
k. Statement of Deviation(s) or Variation(s):
During the year under review, there was no instance to report
containing Statement of Deviation(s) or Variation(s) as per Regulation 32 of SEBI Listing
Regulations, 2015.
22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
The Business Responsibility and Sustainability Report for the Financial
Year 2024-25 is presented in a separate section, forming part of the Annual Report.
23. CORPORATE GOVERNANCE REPORT:
The Corporate Governance Report relating to the year under review is
presented in a separate section, forming part of the Annual Report.
24. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(3)(c) of the Companies Act, 2013:
1. that in the preparation of the annual financial statements for the
year ended March 31, 2025, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
2. that such accounting policies as mentioned in the Notes to the
Financial Statements have been selected and
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