LAVA International Limited Unlisted Shares Annual Reports

LAVA International Limited Unlisted Shares

The following summarizes the key points from the Directors' Report and financial statements of Lava International Ltd. for the year ended March 31, 2024. **Board of Directors and Key Personnel:** The document lists the Board of Directors as of the signing date (04.09.2024), including Whole Time Directors (Shailendra Nath Rai, Sunil Raina, and Sanjeev Agarwal), Non-Executive Directors (Sunil Bhalla, Vishal Sehgal, Deepika Gupta), and Independent Directors (Anupam Shrivastava, Ajay Kumar Singh, Rajiv Kumar Singh). Rajesh Sethi is the Chief Financial Officer and Ritesh Singh is the Company Secretary. The document includes a detailed listing of changes in the Board composition and Key Managerial Personnel during the year, including appointments, cessations, and retirements by rotation. For instance, Rahul Kansal and Vinod Rai ceased to be Independent Directors on 22.08.2023, and Deepika Gupta was appointed as an Additional Non-Executive Director on 20.05.2024. Sunil Raina had various appointments/cessations related to Whole Time Director positions during the year before ultimately being appointed Whole Time Director on 28.02.2024. **Financial Highlights:** The report presents a comparison of standalone and consolidated financial results for the financial years 2023-24 and 2022-23 in millions of Rupees. * **Revenue from Operations:** Standalone revenue increased from Rs. 22,056.74 million to Rs. 23,295.45 million. Consolidated revenue decreased from Rs. 49,026.55 million to Rs. 36,460.55 million. * **Profit Before Tax (PBT):** Standalone PBT increased from Rs. 462.85 million to Rs. 546.03 million. Consolidated PBT decreased from Rs. 859.36 million to Rs. 454.42 million. * **Profit After Tax (PAT):** Standalone PAT increased from Rs. 353.30 million to Rs. 428.78 million. Consolidated PAT decreased from Rs. 752.46 million to Rs. 115.90 million. **Operations and Business Performance:** * The company is in the business of mobile phones, tablets, and communication equipment. Standalone revenue increased by 6%, while consolidated revenue decreased by 26%. Standalone profit before tax increased by approximately 18%, while consolidated profit before tax decreased significantly. **Other Key Information:** * There was no change in the nature of the company’s business during the year. * No dividend was recommended by the board for the financial year 2023-24. The company intends to utilize funds for current operations and upcoming projects. * No amount from the profit of the company has been transferred to the General Reserve. * The authorized share capital of the company stood at Rs. 3,961,000,000 as of March 31, 2024. * Non-Convertible Debentures issued in 2021 were redeemed by September 25, 2023. * As of March 31, 2024, the company had 9 direct subsidiaries, 1 joint venture, and 1 associate company. * Various Board committees were in place, including the Audit Committee, Nomination, Remuneration and Compensation Committee, IPO Committee (dissolved w.e.f. 1st September 2023) , Operational Committee, and Stakeholders' Relationship Committee. Details of committee members, along with changes and meeting attendance, are provided. * The company did not accept any public deposits during the financial year 2023-24. * The Company complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India during the year 2023-24. * The Company has a Risk Management Policy and a Corporate Social Responsibility (CSR) Policy in place. * M/s Raj Gupta & Co. were appointed as Statutory Auditors for 5 years. * M/s Kumar Wadhwa & Company were appointed as Secretarial Auditors for FY 2023-24. The Secretarial Audit Report noted a delay in filing the Annual Performance Report for Overseas Investment and delay in holding the Annual General Meeting. * Ms. Deepika Gupta was appointed as a non-executive director to address a casual vacancy for women director, which arrived on 22.08.2023. * Cost audit is applicable to the company's products related to electrical or electronic machinery. * A formal Board evaluation as mandated under the Companies Act has been carried out during the year. * During the audit period, in respect of certain transactions pertaining to other company/companies relating to prior periods, the Directorate of Enforcement (ED) has filed a case against the Company and its former Managing Director which is sub-judice. On the basis of the information available and the legal opinion obtained by the Company, the prospects of the case being discharged is favorable. * The company repaid a loan of Rs. 25,00,000/- to Mr. Hari Om Rai during the year. * Details of remuneration and sitting fees paid to directors are disclosed. * The report includes Annexures outlining the financial information of subsidiaries (Form AOC-1), the Secretarial Audit Report (MR-3), changes in the composition of the Board of Directors, the company’s policy on energy conservation, technology absorption, and foreign exchange earnings/outgo, and employee stock options. **Independent Auditor’s Report** * The auditor’s report expresses an unmodified opinion on the standalone and consolidated financial statements, confirming that they present a true and fair view in accordance with Indian Accounting Standards (Ind AS) and the Companies Act, 2013. * An emphasis of matter paragraph highlights the acquisition of China Bird Centro America (CBCA) and the non-cooperation of CBCA's management. * The report discusses the auditors' responsibilities, management's responsibilities, and other regulatory requirements. **Specific concerns and non-compliance raised by auditor** * The auditors highlight that the filing of Annual Performance Report for F.Y. ended 31.03.2023 was delayed due to delay in receipt of audited financial statements for F.Y 2022-23 for the foreign subsidiaries. * Auditors note that the Annual general Meeting of the Company for F.Y. ended March 31, 2023 could not be held within the stipulated time under law due to delay in completion of audit of the financial statements. * The auditors report that during the period under review, the Company's board of directors is not duly constituted. A casual vacancy for the women director arrived on 22.08.2023, The Company has failed to fill the vacancy within time as prescribed in Rule 3 of Companies (Appointment and Qualifications of Directors) Rules, 2014. * The auditors stated that a director non compliance with the Code of Business Conduct & Ethics for Directors and Management Personnel;. **Key Financial Data (Standalone in millions of Rupees):** The following data is from the Standalone Balance Sheet as at 31 March 2024: * Property, Plant & Equipment: 474.93 * Capital Work-in-Progress: 201.69 * Investments: 3.06 * Trade Receivables: 2,751.87 * Inventories: 3,839.26 * Equity Share Capital: 2,705.63 * Borrowings: 132.77 (Non-current), 991.00 (Current) * Revenue from Operations: 23,295.45 (from Standalone Statement of Profit and Loss) * Profit for the year 428.78

LAVA International Limited Unlisted Shares

Here's a comprehensive summary of the provided PDF document, adhering to the outlined objectives: The document is the 14th Annual Report of Lava International Limited along with the audited Financial Statements for the financial year ended March 31, 2023. It includes the Directors' Report, financial highlights, details on operations and business performance, changes in the nature of business, dividend information, transfers to reserves, share capital structure, non-convertible debentures, subsidiary companies, details of directors and key managerial personnel, board meetings and committees, stakeholders' relationship committee, annual return details, information on public deposits, particulars of employees and related disclosures, secretarial standards compliance, performance evaluation of the board, statutory auditor and audit report, secretarial auditor and audit report, disclosure about cost audit, particulars of loans, guarantees, and investments, transactions with related parties, corporate social responsibility (CSR) information, insurance details, internal financial control systems, policy on directors' appointment and remuneration, material changes and commitments affecting the financial position, directors' responsibility statement, conservation of energy, technology absorption and research & development, foreign exchange earnings and outgo, prevention of sexual harassment policy, vigil mechanism policy, risk management policy, details of significant material orders, employee stock option information, details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof, loans from director, and remuneration to directors. **Financial Performance (Highlights)**: The report presents the standalone and consolidated financial results. Key figures (in millions of Rupees) include: * **Revenue from Operations (2022-23):** Standalone: 22,056.74; Consolidated: 54,435.99 * **Revenue from Operations (2021-22):** Standalone: 18,222.36; Consolidated: 58,776.45 * **Profit Before Tax (PBT) (2022-23):** Standalone: 462.85; Consolidated: 988.06 * **Profit Before Tax (PBT) (2021-22):** Standalone: 564.06; Consolidated: 2,031.11 The company notes a 21.04% increase in standalone revenue compared to the previous year, but a decrease in profit before tax. Consolidated revenue decreased by 7% compared to the previous year, with a similar decrease in profit before tax. **Operations and Business Performance:** Lava International is primarily involved in the business of mobile phones, tablets, and communication equipment. **Dividend:** The Board did not recommend any dividend for the financial year 2022-23, citing the utilization of funds for current operations and upcoming projects. **Share Capital:** The authorized share capital remained unchanged at Rs. 3,961,000,000. The paid-up capital also remained unchanged at Rs. 2,73,90,48,280. **Non-Convertible Debentures:** The company redeemed 250 Non-Convertible Debentures (NCDs) on 25th September 2023. **Subsidiary Companies:** As of March 31, 2023, Lava International had 9 direct subsidiaries, which further had 26 direct/indirect subsidiaries, 1 Joint Venture and 1 Associate Company. The report on the performance and financial position of the direct subsidiaries, Joint Ventures and Associates is provided in Form AOC-1 as per Section 129(2) of the Companies Act, 2013 (the Act) and is attached as Annexure-A. **Directors and Key Managerial Personnel:** Key changes in the Board and key managerial personnel are noted, including appointments and cessations of directors. Nirav Girishbhai Raval resigned as Chief Financial Officer of the Company in 2022 and Asitava Bose was again appointed as Chief Financial Officer. Naveen Kumar resigned as Company Secretary and Compliance Officer, and Ms. Preeti was appointed to the role. Eight Board of Directors meetings were held during the year. **Meetings of Committees:** The report details the composition and meetings of various committees, including the Audit Committee, Nomination, Remuneration and Compensation Committee, IPO Committee, and Operational Committee. Reconstitutions of the Audit, Nomination, Remuneration and Compensation, and Stakeholders' Relationship Committees, as well as dissolution of the IPO committee were noted. **Stakeholders' Relationship Committee:** The Stakeholders’ Relationship Committee was reconstituted on April 16, 2024. **Annual Return:** The annual return for the F.Y. 2022-2023 is placed on the company's website. **Public Deposits:** The company did not accept any public deposits during the financial year. **Performance Evaluation:** The Company has formulated a Board Evaluation template for performance evaluation of the Independent Directors, the Board, its Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. **Statutory Auditors:** M/s Raj Gupta & Co. were appointed as the statutory auditors. They confirmed their eligibility and lack of disqualification for the role. The Auditors' Report did not contain any qualification, reservation, adverse remark, or disclaimer. **Secretarial Auditor:** M/s Kumar Wadhwa & Company were appointed as Secretarial Auditors. The Secretarial Audit Report in form MR-3 is annexed as Annexure-B and did not contain any qualification, reservation or adverse remark. **Cost Audit:** A cost audit is applicable to the company's products/business. M/s. MM & Associates were appointed as Cost Auditors. **Loans, Guarantees and Investments:** Disclosures as per Section 186 of the Companies Act, 2013 are provided in the notes to the financial statements. **Transactions with Related Parties:** No transactions fell under Section 188(1) of the Act, therefore, related disclosures are not applicable. **Corporate Social Responsibility:** Lava is committed to CSR and has a CSR Committee. A brief outline of the CSR policy is in Annexure-C. Anupam Shrivastava was made Chairman and other changes in members were made. **Insurance:** The company has adequately insured its properties. **Internal Financial Controls:** The company has adequate internal financial controls. **Directors' Responsibility Statement:** The directors confirm compliance with Section 134(3)(c) of the Companies Act, 2013. **Conservation of Energy, Technology Absorption and R&D, Foreign Exchange Earnings:** Details are provided in Annexure-D. **Prevention of Sexual Harassment:** The company complies with the Sexual Harassment of Women at the Workplace Act. **Vigil Mechanism Policy:** The company has a whistle-blower policy. **Risk Management Policy:** The company has a Risk Management Policy. **Loans from Director:** Mr Hari Om Rai gave loan, of which some was repaid and some remains outstanding. **Remuneration to Directors:** The company paid remuneration and sitting fees to the following directors as follows: Hari Om Rai, Shailendra Rai, Vishal Sehgal, Sunil Bhalla, Rahul Kansal, Chitra Gouri Lal, Vinod Rai, and Vinod Sharma. This summary captures the essential information presented in the document, including financial performance, operational details, governance structure, and compliance-related matters.

LAVA International Limited Unlisted Shares

The 13th Annual Report of Lava International Ltd. for the year ended March 31, 2022, presents both standalone and consolidated financial results. **1. Financial Performance (Rs. in Millions)** * **Standalone:** Revenue from operations increased by 12.7% to Rs. 18,222.36 Million. Profit before tax stood at Rs. 564.06 Million. * **Consolidated:** Revenue increased by 6.6% to Rs. 58,776.45 Million. Profit before tax stood at Rs. 2,031.11 Million. | Particulars | 2021-22 | 2020-21 | 2021-22 | 2020-21 | | :------------------------ | :------- | :------- | :------- | :------- | | | Standalone | Standalone | Consolidated | Consolidated | | Revenue from Operations | 18,222.36 | 16,166.82 | 58,776.45 | 55,128.74 | | Other Income | 201.17 | 98.47 | 203.68 | 108.04 | | Total Revenue | 18,423.53 | 16,265.29 | 58,980.13 | 55,236.78 | | Total Expense | 17,356.47 | 15,234.87 | 55,539.75 | 52,724.63 | | Earnings before interest, tax, depreciation and amortization (EBIDTA) | 1,067.06 | 1,030.42 | 3,440.38 | 2,512.15 | | Less: Depreciation and amortization expenses | 194.83 | 226.51 | 967.14 | 390.37 | | Less: Finance Cost | 308.17 | 285.09 | 441.17 | 285.76 | | Profit before Tax (PBT) | 564.06 | 518.82 | 2,031.11 | 1,834.29 | | Less: Current Tax | 261.30 | 332.56 | 265.13 | 332.67 | | Profit for the year (PAT) | 405.49 | 414.40 | 1,868.66 | 1,726.08 | | Total Comprehensive income (net of tax) | 405.44 | 413.17 | 2,130.12 | 1,560.21 | **2. Business Operations & Performance:** * Lava International deals in mobile phones, tablets, and communication equipment. * The company purchased 15,000 equity shares aggregating to 100% of the issued and paid-up share capital of China Bird Centroamerica S.A. from Clipper Global S.A. for a consideration of USD 50.54 million. * On September 16, 2021, the company issued 27,888,492 equity shares to Clipper Global S.A. for the China Bird Centroamerica S.A. acquisition. **3. Changes in Business and Dividend:** * There were no changes in the nature of the company's business. * The Board does not recommend any dividend for the financial year 2021-22, as the company intends to utilize funds for operations and projects. **4. Reserves and Share Capital:** * Rs. 25 Million were transferred to Debenture Redemption Reserve. * The authorized share capital was increased to Rs. 3,961,000,000. * A stock split of one equity share of Rs. 10 into two shares of Rs. 5 each occurred. * Several allotments of equity shares were made, including rights issues, an allotment to UNIC Memory Technology Limited, and a bonus issue. **5. Non-Convertible Debentures (NCDs):** * The Company issued 250 NCDs with a face value of Rs. 10,00,000 each, totaling Rs. 25,00,00,000, on a private placement basis on September 27, 2021. * Axis Trustee Services Limited serves as the Debenture Trustee. **6. Subsidiary Companies:** * The company had 9 direct subsidiaries with 26 further direct/indirect subsidiaries, 1 joint venture, and 1 associate company as of March 31, 2022. * Details regarding subsidiaries' financial performance are available in Form AOC-1 (Annexure "A") and on the company website. **7. Directors and Key Personnel:** * The Board comprised Hari Om Rai, Shailendra Nath Rai, Sunil Bhalla, Vishal Sehgal, Vinod Rai, Rahul Kansal, Chitra Gouri Lal, and Vinod Shrama. * Vinod Sharma was appointed as an Additional Director. * Mr. Shailendra Rai and Mr. Sunil Bhalla retired by rotation. * Naveen Kumar was appointed as Company Secretary & Compliance Officer. * Asitava Bose resigned as Chief Financial Officer, succeeded by Nirav Girishbhai Raval, who later ceased to be CFO, and Asitava Bose was re-appointed. **8. Board Meetings and Committees:** * Thirteen Board meetings were held during the year, ensuring compliance with the Companies Act, 2013. * The company constituted Audit Committee, Nomination, Remuneration and Compensation Committee, Corporate Social Responsibility Committee, IPO Committee, Risk Management Committee and Operational Committee. **9. Other Key Points:** * The Annual Return will be available on the company website. * The company did not accept any public deposits. * The company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India. * Board Evaluation was carried out as mandated. * M/s ASA & Associates LLP were appointed as Statutory Auditors for 5 years. * M/s Kumar Wadhwa & Company were appointed as Secretarial Auditors. * Cost Audit is applicable. M/s. MM & Associates, Cost Accountants were appointed as Cost Auditors. * The company has a Corporate Social Responsibility (CSR) Committee. A total amount of Rs. 81,00,000 was spent towards the CSR. * The company's properties are adequately insured. * The company has adequate internal financial controls. * There were no material changes and commitments affecting the financial position. * The company has a Prevention of Sexual Harassment policy in place and a Vigil Mechanism policy. * The company has a Risk Management Policy. * Details of outstanding stock options under ESOP Plans are detailed in Annexure-E. The report is signed by Hari Om Rai (Chairman) and includes annexures detailing subsidiary financials, audit reports, and CSR activities. The Independent Auditors' Report by ASA & Associates LLP expresses an unqualified opinion on the standalone financial statements, subject to considerations about internal financial controls and compliance with accounting standards.

LAVA International Limited Unlisted Shares

ASA & Associates LLP's independent auditor's report for Lava International Limited focuses on the audit of the consolidated financial statements as of March 31, 2021. The report expresses an unqualified opinion, stating the financial statements present a true and fair view in conformity with Indian Accounting Standards (Ind AS) and the Companies Act, 2013. **Basis for Opinion:** The audit was conducted according to Standards on Auditing (SAs) under Section 143(10) of the Companies Act, 2013. Sufficient and appropriate audit evidence was obtained to support the audit opinion, and the firm remained independent and fulfilled ethical responsibilities. **Other Information:** The Holding Company's Board of Directors is responsible for other information, including the Director's Report and Annexures, but excluding the consolidated financial statements. The audit opinion does not cover this other information, and no assurance conclusion is expressed. **Responsibilities of Management:** Management is responsible for preparing consolidated financial statements that provide a true and fair view, maintaining adequate accounting records, selecting and applying appropriate accounting policies, making reasonable judgments and estimates, and designing, implementing, and maintaining adequate internal financial controls. They are also responsible for assessing the Group's ability to continue as a going concern. **Auditor's Responsibilities:** The auditor's objectives are to obtain reasonable assurance that the financial statements are free from material misstatement, whether due to fraud or error, and to issue an auditor's report. This includes assessing risks, understanding internal control, evaluating accounting policies, concluding on the appropriateness of management's use of the going concern basis, and evaluating the overall presentation of the financial statements. The auditor is also responsible for expressing an opinion on whether the Group has adequate internal financial controls with reference to consolidated financial statements in place and the operating effectiveness of such controls. **Other Matters:** The report notes that financial statements of seven subsidiaries and one trust, whose assets and revenues are significant, were audited by other auditors, and reliance is placed on their reports. Additionally, the auditors relied on the Holding Company’s management conversions of financial statements of three foreign subsidiaries. The report also mentions unaudited financial statements from 8 subsidiary companies. The auditors’ opinion is not modified with respect to these matters. **Report on Other Legal and Regulatory Requirements:** The auditor reports that all necessary information and explanations were obtained, proper books of account have been kept, the consolidated financial statements comply with Ind AS, and none of the directors are disqualified under Section 164(2) of the Act. They also confirm the adequacy and operating effectiveness of internal financial controls and the compliance of directors' remuneration with Section 197 of the Act. The report includes specific observations regarding pending litigations, provision for foreseeable losses on long-term contracts, and the absence of amounts required to be transferred to the Investor Education and Protection Fund. **Annexure A - Report on Internal Financial Controls:** This section includes an opinion on the internal financial controls over financial reporting of Lava International Limited and its subsidiaries incorporated in India. The respective Boards of Directors are responsible for establishing and maintaining internal financial controls. The auditor's responsibility is to express an opinion on these controls based on their audit. The auditor believes that the audit evidence obtained is sufficient and appropriate to provide a basis for their audit opinion on the Company's internal financial controls system. The auditor expresses an opinion that the Holding Company, its subsidiary companies, its joint ventures and its associates have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021. **Other Matters in Annexure A:** The auditor's report on internal financial controls is based on the corresponding reports of the auditors of the subsidiaries, associate and joint venture. The auditor states their opinion is not modified in respect of the above matter with respect to the reliance on representations provided by management. The consolidated balance sheet shows total assets of Rs 24,375.49 million. The statement of profit and loss showed revenue from operations of Rs 55,128.74 million. The report is signed by Prateet Mittal, a partner at ASA & Associates LLP, dated September 21, 2021, in Gurugram. Key personnel of Lava International Limited are identified, and information regarding authorized, issued, and subscribed share capital is detailed.