Annual Report: 2023
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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:
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.
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