Mar 31, 2023
The Directors present the 36th Annual Report of La Opala RG Limited (the Company), along with Audited Financial Statements for the financial year ended 31st March 2023.
The Financial Results of the Company for the year under review are as under: -
(Rs. In Lakhs) |
|||
Sl. |
Particulars |
For the Year ended |
For the Year ended |
No. |
31st March''2023 |
31st March''2022 |
|
1. |
Revenue from operations |
45,232.42 |
32,268.98 |
2. |
Other Income |
2,178.20 |
1,915.49 |
3. |
Total expenses before interest and depreciation |
28,015.19 |
20,759.81 |
4. |
Finance Cost |
749.02 |
407.06 |
5. |
Profit after Interest but before Depreciation |
18,646.41 |
13,017.60 |
6. |
Depreciation |
2,176.06 |
1,366.11 |
7. |
Profit before Taxation |
16,470.35 |
11,651.49 |
8. |
Tax Expenses |
4,172.26 |
2,914.29 |
9. |
Profit after Taxation |
12,298.09 |
8,737.20 |
10. |
Profit Available for Appropriation |
12,298.09 |
8,737.20 |
11. |
Re-measurement of gain/(loss) (Net of tax) |
11.77 |
20.54 |
12. |
Dividend and Others |
3,108.00 |
3,330.00 |
13. |
Transferred to General Reserve |
1,000.00 |
1,000.00 |
14. |
Balance as per last year (Retained Earnings) |
41,837.98 |
37,410.24 |
15. |
Balance carried forward to Balance Sheet |
50,039.84 |
41,837.98 |
Your Directors are pleased to recommend a final Dividend of H3 (150%) per equity share of face value of H2/- for the financial year ended 31st March, 2023. The final Dividend, subject to the approval of Members at the Annual General Meeting, will be paid within statutory period, to the Members whose names appear in the Register of Members, as on the date of Book Closure.
The interim Dividend of H2.00 (100%) per share face value of H2/- each was paid to those members whose names appeared in the Registers of Members of the Company as on Monday, November 21, 2022 being the record date fixed for this purpose.
The total dividend for the financial year, including the proposed final dividend and the Interim dividend amounts to H5/-(250%) per equity share face value of H2/- each for the financial year ended 31st March, 2023.
The Dividend Distribution Policy is available on the website of the Company at https://www.laopala.in/ uploads/documents/635a3c7038e71.pdf
The Paid up Equity Share Capital as on 31st March, 2023 was H22.20 crores and there has been no change in the capital structure of the Company.
During the year under review, the Company has neither issued shares with differential voting rights / convertible warrant nor has granted any stock options or sweat equity. As on 31st March, 2023, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
4. STATE OF COMPANY''S AFFAIRS (OVERALL PERFORMANCE)
During FY 2022-23, the Company''s Revenue from Operations was H452.32 crores as against H322.68 crores in FY 2021-22, representing a growth of 40.17%. The Company''s Profit Before Tax was H164.70 crores in FY 2022-23 as compared to H116.51 crores in FY 2021-22. The Company recorded Profit After Tax of H122.98 crores in FY 2022-23 as compared to H87.38 crores in the FY 2021-22, showing a growth of40.74%.
During the period under review, your Company has successfully commissioned the new Greenfield Project
with the latest state of art technology for production of Opal Glassware at Sitarganj, Uttarakhand.
5. TRANSFER TO RESERVES
Your directors are proposing to transfer H1000.00 Lakhs to General Reserves.
6. TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year, the Company has transferred the unclaimed and unpaid dividend of H5,64,723 for the financial year ended 31st March, 2015. Further 1,38,265 corresponding shares on which dividend were unclaimed for seven consecutive years were transferred as per the requirements of the IEPF Rules.
Members/claimants whose shares and/or unclaimed dividend, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF authority in e-form IEPF-5 (available on http://www.iepf.gov.in) along with requisite fee as decided by the IEPF authority from time to time. The member/claimant can file only one consolidated claim in a financial year as per the IEPF Rules.
Details of shares/shareholders in respect of which dividend has not been claimed, are provided on our website at www.laopala.in. The shareholders are encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed.
7. CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the period under review, there was no change in the nature of business of the Company.
8. DEPOSITS
In terms of the provisions of Section 73 to 76 of the Act read with the relevant rules made there under, your Company has not accepted any deposits from the public during the year under review.
9. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Company has an adequate system of internal control procedures which is commensurate with the size and nature of its business. Detailed procedural manuals are in place to ensure that all the assets are protected against loss and all transactions are authorized, recorded and reported correctly. The internal control system of the Company is monitored and evaluated by internal auditors and their audit reports are reviewed by the Audit Committee of the Board of Directors on quarterly basis. The observations and comments of the Audit Committee are placed before the Board.
10. AUDITORS STATUOTRY AUDITORS
M/s. Singhi & Co., Chartered Accountants, Kolkata (Firm Registration No. 302049E) were re-appointed as the Statutory Auditors of the Company at the 35th Annual General Meeting (AGM) held on September 29, 2022 for a term of 5 consecutive years to hold office from the conclusion of the 35th AGM till the conclusion of the 40th AGM of the Company to be held in the calendar year 2027 at such remuneration mutually agreed and approved by the Board. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.
The Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.
The Board is of the opinion that continuation of M/s. Singhi & Co., Chartered Accountants, as Statutory Auditors will be in the best interests of the Company.
STATUTORY AUDITORS'' OBSERVATIONS
The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report for the financial year 2022-23 is an unmodified report i.e., it does not contain any qualification, report of fraud, reservation, adverse remark or disclaimer and do not call for any further comments.
COST RECORDS AND AUDIT
In accordance with the provisions of Section 148 of the Companies Act, 2013, the Central Government has prescribed maintenance and audit of cost records vide the Companies (Cost Records and Audit) Rules, 2014 to such class of companies as mentioned in the Table appended to Rule 3 of the said Rules. CETA
headings under which Company''s products are covered are not included. Hence, cost audit provisions are not applicable to the Company as of now.
SECRETARIAL AUDITOR
The provisions of Section 204 of the Companies Act, 2013 mandates Secretarial Audit of the Company by a Company Secretary in Practice. The Board in its meeting held on May 30, 2022 appointed Mr. Pravin Kumar Drolia, Practising Company Secretary, Kolkata as the Secretarial Auditor for the financial year ending March 31, 2023. The Secretarial Auditor''s Report for the financial year ending March 31, 2023 is annexed to the Boards'' Report as Annexure I. There is no qualification, reservation, adverse remark or disclaimer in the said report and do not call for any further comments.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013, any instances of fraud committed in the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.
INTERNAL AUDITOR
Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, as amended, the Company has appointed M/s. S S Kothari Mehta & Company, Chartered Accountants as the Internal Auditors of the Company for the Financial Year 2022-23. The role of internal auditors includes but not limited to review of internal audit observations and monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation, reviewing of SOPs and their amendments, if any.
There was no change in the composition of the Board of Directors during the year under review. In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Ajit Jhunjhunwala (DIN: 00111872) and Mrs. Nidhi Jhunjhunwala (DIN: 01144803) Directors of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.
Details of each of the Directors proposed to be re-appointed at the ensuing Annual General Meeting, as required by Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations 2015")
and SS-2 (Secretarial Standards on General Meetings) have been included in the Notice convening the 36th Annual General Meeting of the Company. Your Directors recommend the Resolutions for your approval.
During the year, Mr. Ajit Jhunjhunwala (DIN: 00111872) was re-appointed as the Vice Chairman & Managing Director of the Company for a further period of 5 years with effect from 1st October, 2022 till 30th September, 2027 on such terms and conditions, including remuneration as approved by the members of the Company at the 35th Annual General Meeting of the Company held on September 29, 2022.
Prof. Santanu Ray (DIN: 00642736) was re-appointed as an Independent Director of the Company for a second term of five consecutive years with effect from February 5, 2023.
The statement with regard to integrity, expertise and experience including the proficiency of all the Independent Directors is given in the Corporate Governance Report, which forms a part of this Annual Report.
12. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) & 25(8) of the SEBI (LODR) Regulations, 2015.
The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and section 203 of the Companies Act, 2013 read with the Rules framed thereunder:-
a. Mr. Sushil Jhunjhunwala (DIN: 00082461), Chairman
b. Mr. Ajit Jhunjhunwala (DIN: 00111872), Vice Chairman & Managing Director
c. Mrs. Nidhi Jhunjhunwala (DIN: 01144803), Executive Director
d. Mr. Alok Pandey, Chief Financial Officer (CFO) and
e. Mrs. Kanchan P Jaiswal, Company Secretary (CS)
The Nomination & Remuneration Committee of the Board of Directors had laid down the criteria for evaluation of the performance of the Board as a whole, the Directors individually as well as the
evaluation of the working of the Committees of the Board.
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
The process for Board evaluation is inclusive of the following:
⢠The Board evaluates the performance of the Independent Directors excluding the Director being evaluated;
⢠The Nomination & Remuneration Committee evaluates the performance of each Director;
⢠The Independent Directors evaluate the performance of the Non Independent Directors including the Chairperson of the Company taking into account the views of the Executive and Non-Executive Directors and the Board as a whole;
⢠Performances of the Committees of the Board are also evaluated.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors
was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated.
The Board met 5 times during the year ended March 31, 2023 on April 16, 2022, May 30, 2022, August 13, 2022, November 11,2022 and February 14, 2023. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, as amended.
The details of the Board Meetings held during the F.Y. 2022-23 have been furnished in the Corporate Governance Report forming part of this Annual Report.
As on March 31, 2023, the Board had the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders'' Relationship Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
The details of the Committees along with their composition, number of meetings held and attendance at the meetings is provided in the Corporate Governance Report.
17. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
A Nomination and Remuneration Policy formulated and adopted by the Board of Directors, pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto inter alia define the Companies policy on Directors'' appointment and remuneration by the Nomination and Remuneration Committee.
The said policy may be referred to, at the Company''s website https://www.laopala.in/uploads/documents /635a3d9df2b7e.pdf
A separate report on Corporate Governance practices followed by the Company together with a Certificate from the Company''s Auditors M/s Singhi & Co. Chartered Accountants, (Firm Registration No. 302049E) confirming the compliances to conditions of Corporate Governance as stipulated under Schedule V(E) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended, is annexed.
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Management Discussion and Analysis Report on the operations of the Company is set out in this Annual Report.
20. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors state that:
(a) In the preparation of the annual accounts for the year ended March 31,2023, the applicable Indian Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
(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 as at March 31, 2023 and of the profit of the company for that period;
(c) The Directors have 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 have prepared the annual accounts on a ''going concern'' basis;
(e) The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(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.
21. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behaviour. The Policy is available on the Company''s website at www.laopala.in under "Investors" Section. The functioning of the Vigil mechanism is reviewed
by the Audit Committee from time to time. No complaint under this head has been received by the Company during the year.
22. ANNUAL RETURN
As required under Section 92 of the Companies Act, 2013, the Annual Return for the financial year 202223 is available on the website of the Company www. laopala.in
23. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the Financial Year, the Company has complied with all the applicable mandatory provisions of Secretarial Standards i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively.
24. LISTING WITH STOCK EXCHANGES
The Company''s Equity Shares are listed on National Stock Exchange of India Ltd. (NSE) and Bombay Stock Exchange Limited (BSE).
The equity shares of the Company have been delisted from the Calcutta Stock Exchange Ltd., (CSE) with effect from 02/01/2023, vide the Calcutta Stock Exchange Ltd., Letter Reference no. CSE/ LD/15747/2022 dated December 30, 2022, through voluntary delisting procedure in accordance with the SEBI (De-listing of Equity Shares) Regulations, 2021.
Applicable Annual listing fee has already been paid to the respective stock exchanges within the specified timeline.
25. SUBSIDIARY/ ASSOCIATES/ JOINT VENTURE COMPANIES
The Company does not have any subsidiary/ associate/joint venture Company for the year ended March 31, 2023.
26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE BY THE COMPANY
The Company has not given any loan, guarantees or made any investments prescribed under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure II in Form No. AOC-2 and the
same forms part of this report. The same have also been disclosed under Note No. 43 of the Notes to the Financial Statements.
In conformity with the requirements of the Act, read with SEBI (LODR) Regulations, 2015, the policy to deal with related party transactions is also available on Company''s website at https://www.laopala.in/ uploads/documents/635a3c7038ed1.pdf
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the Regulators or Courts or Tribunals that would impact the going concern status and the Company''s operations in future.
29. MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF THIS REPORT
Except as disclosed elsewhere in this report, there have been no material changes and commitments, which can affect the financial position of the Company, occurred after the closure of the financial year till the date of this report.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT (R&D), AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is attached and forms a part of this Report marked as Annexure III.
31. CORPORATE SOCIAL RESPONSIBILITY
As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the area of Promoting Education, Preventive & Promotion of Health Care, Animal Welfare and other activities. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company''s CSR policy. The CSR Policy is available on the website of the Company at https://www.laopala.in/uploads/ documents/635a3d9df2b1c.pdf. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this reports as Annexure IV.
32. DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The information required pursuant to Section 197(12) of the Act 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 as Annexure V and forms a part of this report.
33. PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as an Annexure VI forming part of this report.
34. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under, your Company has in place a policy for Prevention of Sexual Harassment of Women at Workplace and constituted an Internal Complaints Committees (ICC). No complaint has been raised from any employee related to sexual harassment during the year ended March 31, 2023.
35. HUMAN RESOURCE
For La Opala RG Ltd, its people are its strongest asset. The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company invests in building the best-in-class team led by exceptional professionals. Over the years, the Company has been nurturing a meritocratic, empowering and caring culture that encourages excellence. Company nurtures talents by providing its people opportunities to sharpen their capabilities. Company encourages innovation, lateral thinking, and multi-skilling and prepares its people for future leadership roles.
36. BUSINESS REPONSIBILITY & SUSTAINIBILITY REPORT (BRSR)
The Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for the top 1,000 listed entities based on market capitalization. Your Company forms part of the Top 1000 listed companies of India and is mandatorily required to provide a Business Responsibly & Sustainability Report as part of the Annual Report in accordance with the
Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015. In compliance with the Listing Regulations, we have integrated BRSR Report into our Annual Report for FY 2022-23 as an Annexure VII.
The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The policy on Risk Management is hosted on the Company''s website https://www.laopala. in/uploads/documents/Risk%20Management%20 Policy.pdf The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.
⢠There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
⢠There was no instance of onetime settlement with any Bank or Financial Institution.
The Directors take this opportunity to thank the Company''s employees, customers, members, distributors, vendors, bankers, government and all other business associates for their consistent support and encouragement to the Company.
For and on behalf of the Board
Sushil Jhunjhunwala
Place: Kolkata Chairman
Date: May 29, 2023 DIN: 00082461
Mar 31, 2022
The Directors present the 35th Annual Report of La Opala RG Limited (the Company), along with Audited Financial Statements for the financial year ended 31st March 2022.
1. FINANCIAL RESULTS The Financial Results of the Company for the year under review are as under: - |
(H In Lakhs) |
||
Sl. |
Particulars |
For the Year ended 31st March''2022 |
For the Year ended 31st March''2021 |
1. |
Revenue from operations |
32,268.98 |
21,127.82 |
2. |
Other Income |
1,915.49 |
807.93 |
3. |
Total expenses before interest and depreciation |
20,759.81 |
14,288.64 |
4. |
Finance Cost |
407.06 |
25.37 |
5. |
Profit after Interest but before Depreciation |
13,017.60 |
7,621.74 |
6. |
Depreciation |
1,366.11 |
1,223.02 |
7. |
Profit before Taxation |
11,651.49 |
6,398.72 |
8. |
Tax Expenses |
2,914.29 |
1,441.32 |
9. |
Profit after Taxation |
8,737.20 |
4,957.40 |
10. |
Profit Available for Appropriation |
8,737.20 |
4,957.40 |
11. |
Re-measurement of gain/(loss) (Net of tax) |
20.54 |
29.39 |
12. |
Dividend and Others |
3,330.00 |
- |
13. |
Transferred to General Reserve |
1,000.00 |
- |
14. |
Balance as per last year (Retained Earnings) |
37,410.24 |
32,423.45 |
15. |
Balance carried forward to Balance Sheet |
41,837.98 |
37,410.24 |
2. STATE OF COMPANY''S AFFAIRS (OVERALL PERFORMANCE)
During FY 2021-22, your Company achieved Revenue from Operations H 322.68 Crores as against H 211.28 Crores Profit before Tax H 116.51 Crores, as against H 63.99 Crores and Profit after Tax H 87.38 Crores, as against H 49.57 Crores in comparison with the FY 2020-21.
The Paid up Equity Share Capital as on 31st March, 2022 was H 22.20 crores and there has been no change in the capital structure of the Company.
During the year under review, the Company has neither issued shares with differential voting rights / convertible warrant nor has granted any stock options or sweat equity. As on March 31, 2022, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
Your Directors are pleased to recommend a final Dividend of H 0.80 (i.e., 40%) per equity share of face value of H 2/- each for the financial year ended 31st March, 2022. The final Dividend, subject to the approval of Members at the Annual General Meeting, those will be paid within statutory period, to Members whose names appear in the Register of Members, as on the date of Book Closure.
The interim Dividend of H 1.50 (i.e., 75%) per share face value of H 2/- each was paid to those members whose names appeared in the Registers of Members of the Company as on Friday, February 4, 2022 being the record date fixed for this purpose.
The total dividend for the financial year, including the proposed final dividend and the Interim dividend amounts to H 2.30/-(i.e., 115%) per equity share face value of H 2/- each for the financial year ended 31st March, 2022.
The Dividend Distribution Policy is available on the website of the Company at https://laopala.in/ policies.php.
Your directors are proposing to transfer H 1000 Lacs to General Reserves.
6. TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven
consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year, the Company has transferred the unclaimed and unpaid dividends of H 4,92,200 for the financial year ended March 31,2014. Further 10,670 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred as per the requirements of the IEPF Rules.
Members/claimants whose shares and/or unclaimed dividend, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF authority in e-form IEPF-5 (available on http:// www.iepf.gov.in) along with requisite fee as decided by the IEPF authority from time to time. The member/ claimant can file only one consolidated claim in a financial year as per the IEPF Rules.
Details of shares/shareholders in respect of which dividend has not been claimed, are provided on our website at www.laopala.in.The shareholders are encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed.
7. CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the period under review, there was no change in the nature of business of the Company.
In terms of the provisions of Section 73 to 76 of the Act read with the relevant rules made there under, your Company has not accepted any deposit from the public.
9. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Company has an adequate system of internal control procedures which is commensurate with the size and nature of its business. Detailed procedural manuals are in place to ensure that all the assets are protected against loss and all transactions are authorized, recorded and reported correctly. The internal control system of the Company is monitored and evaluated by internal auditors and their audit reports are reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board.
STATUOTRY AUDITORS
M/s. Singhi & Co., Chartered Accountants, Kolkata (Firm Registration No. 302049E) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 30th AGM held on August 26, 2017 until the conclusion of the ensuing 35th Annual General Meeting and is eligible for reappointment.
The Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit & Auditors) Rules 2014.
The Board is of the opinion that continuation of M/s. Singhi & Co., Chartered Accountants, as Statutory Auditors will be in the best interests of the Company and therefore, the members are requested to consider their re-appointment as Statutory Auditors of the Company, for a term of five years, from the conclusion of the ensuing Annual General Meeting, till the Annual General Meeting to be held in the calendar year 2027, at such remuneration mutually agreed and approved by the Board.
STATUTORY AUDITORS'' OBSERVATIONS
The notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report is an unmodified report i.e., it does not contain any qualification, report of fraud, reservation, adverse remark or disclaimer and do not call for any further comments.
COST AUDIT
In accordance with the provisions of Section 148 of the Companies Act, 2013, the Central Government has prescribed maintenance and audit of cost records vide the Companies (Cost Records and Audit) Rules, 2014 to such class of companies as mentioned in the Table appended to Rule 3 of the said Rules. CETA headings under which Company''s products are covered are not included. Hence, cost audit provisions are not applicable to the Company as of now.
SECRETARIAL AUDITOR
The provisions of Section 204 of the Companies Act, 2013 mandates Secretarial Audit of the Company by a Company Secretary in Practice. The Board in its meeting held on May 25, 2021 appointed M/s. Drolia and Company, Proprietor Mr. Pravin Kumar Drolia, Practising Company Secretaries, Kolkata as the Secretarial Auditor for the financial year ending March 31, 2022. The Secretarial Auditor''s Report for the financial year ending March 31,2022 is annexed to the Boards'' Report as Annexure I. There is no qualification, reservation, adverse remark or disclaimer in the said report and do not call for any further comments.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013, any instances of fraud committed in the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.
INTERNAL AUDITOR
Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, as amended, the Company has appointed M/s. Doshi Chatterjee Bagri & Co., LLP as the Internal Auditors of the Company for the Financial Year 2021-22. The role of internal auditors includes but not limited to review of internal audit observations and monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation, reviewing of SOPs and their amendments, if any.
In terms of Articles of Association of the Company, Shri Sushil Jhunjhunwala (DIN: 00082461) and Shri. Arun Churiwal (DIN: 00001718) Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.
Details of each of the Directors proposed to be re-appointed at the ensuing Annual General Meeting, as required by Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations 2015") and SS-2 (Secretarial Standards on General Meetings) have been included in the Notice convening the 35th Annual General Meeting of the Company. Your Directors recommend the Resolutions for your approval.
During the year, Dr. Mamta Binani, (DIN No 00462925) Independent Director of the Company has step down from the Directorship of the Company w.e.f., October 28, 2021 in order to comply with the provisions of maximum directorship in terms of Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, as amended.
Ms. Suparna Chakrabortti (DIN: 07090308) is
appointed as an Additional (Woman) Director in capacity of Independent Director for a term of five years commencing from January 27, 2022 to January 26, 2027, subject to approval of the Shareholders of the Company.
Ms. Suparna Chakrabortti (DIN: 07090308) is
regularized as Director in capacity of Independent Director with effect from January 27, 2022 for term of five years pursuant to approval of the Shareholders of the Company through Postal Ballot Notice dated January 27, 2022 approved on April 3, 2022.
Mr. Subir Bose (DIN: 00048451) was reappointed as Independent Director of the Company, for his second term of appointment for the period of five consecutive years commencing from April 7, 2022 till April 6, 2027.
The statement with regard to integrity, expertise and experience including the proficiency of all the Independent Directors is given in the Corporate Governance Report, which forms a part of this Annual Report.
Except stated above, there is no change in the composition of the Board of Directors during the year under review.
12. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) & 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act, 2013 read with the Rules framed thereunder:
a. Mr. Sushil Jhunjhunwala (DIN: 00082461), Chairman
b. Mr. Ajit Jhunjhunwala (DIN: 00111872),Vice Chairman & Managing Director
c. Mrs. Nidhi Jhunjhunwala (DIN: 01144803), Executive Director
d. Mr. Alok Pandey, Chief Financial Officer (CFO) and
e. Mrs. Kanchan P Jaiswal, Company Secretary (CS)
The Nomination & Remuneration Committee of the Board of Directors had laid down the criteria for evaluation of the performance of the Board as a whole, the Directors individually as well as the evaluation of the working of the Committees of the Board.
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
The process for Board evaluation is inclusive of the following:
⢠The Board evaluates the performance of the Independent Directors excluding the Director being evaluated;
⢠The Nomination & Remuneration Committee evaluates the performance of each Director;
⢠The Independent Directors evaluate the performance of the Non Independent Directors including the Chairperson of the Company taking into account the views of the Executive and Non-Executive Directors and the Board as a whole;
⢠Performances of the Committees of the Board are also evaluated.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
In a separate meeting of Independent Directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated.
The Board met 4 times during the year ended March 31,2022 on May 5, 2021, August 13, 2021, November 2, 2021 and January 27, 2022. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, as amended.
The details of the Board Meetings held during the F.Y. 2021-22 have been furnished in the Corporate Governance Report forming part of this Annual Report.
As on March 31, 2022, the Board had the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders'' Relationship Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
The details of the Committees along with their composition, number of meetings held and attendance at the meetings is provided in the Corporate Governance Report.
17. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
A Nomination and Remuneration Policy formulated and adopted by the Board of Directors, pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto inter alia define the Companies policy on Directors'' appointment and remuneration by the Nomination and Remuneration Committee.
The said policy may be referred to, at the Company''s website https://laopala.in/policies.php
A separate report on Corporate Governance practices followed by the Company together with a Certificate from the Company''s Auditors M/s Singhi & Co. Chartered Accountants, (Firm Registration No. 302049E) confirming the compliances to conditions of Corporate Governance as stipulated under Schedule V(E) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended, is annexed.
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Management Discussion and Analysis Report on the operations of the Company is set out in this Annual Report.
20. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors state that:
(a) In the preparation of the annual accounts for the year ended March 31,2022, the applicable Indian
Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
(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 as at March 31, 2022 and of the profit of the company for that period;
(c) The Directors have 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 have prepared the annual accounts on a ''going concern'' basis;
(e) The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(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.
21. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behaviour. The Policy is available on the Company''s website at www.laopala.in under "Investors" Section. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time. No complaint under this head has been received by the Company during the year.
22. ANNUAL RETURN
As required under Section 92 of the Companies Act, 2013, the Annual Return for the financial year 2022 is available on the website of the Company www. laopala.in
23. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the Financial Year, the Company has complied with all the applicable mandatory provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.
24. LISTING WITH STOCK EXCHANGES
The Company''s Equity Shares are listed on National Stock Exchange of India Ltd. (NSE) and BSE Limited (BSE) and Calcutta Stock Exchange Limited (The Company has applied for voluntary De-listing of its equity shares from the Calcutta Stock Exchange Limited). Necessary stock exchange regulations are complied with from time to time. Applicable Annual listing fee has already been paid to the respective stock exchanges within the specified timeline.
25. SUBSIDIARY/ ASSOCIATES/ JOINT VENTURE COMPANIES
The Company does not have any subsidiary/ associate/joint venture Company for the year ended March 31, 2022.
26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE BY THE COMPANY
The Company has not given any loan, guarantees or made any investments prescribed under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure II in Form No. AOC-2 and the same forms part of this report. The same have also been disclosed under Note No. 44 of the Notes to the Financial Statements.
In conformity with the requirements of the Act, read with the SEBI (LODR) Regulations, 2015, as amended the policy to deal with related party transactions is also available on Company''s website at https:// laopala.in/policies.php
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the Regulators or Courts or Tribunals that would impact the going concern status and the Company''s operations in future.
29. MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF THIS REPORT
Except as disclosed elsewhere in this report, there have been no material changes and commitments, which can affect the financial position of the Company, occurred after the closure of the financial year till the date of this report.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT (R&D), AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is attached and forms a part of this Report marked as Annexure III.
31. CORPORATE SOCIAL RESPONSIBILITY
As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the area of Promoting Education, Preventive & Promotion of Health Care, Animal Welfare and other activities. These projects are in accordance with Schedule VII of the Companies Act,
2013 and the Company''s CSR policy. The CSR Policy is available on the website of the Company at https:// laopala.in/policies.php. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this reports as Annexure IV.
32. DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The information required pursuant to Section 197 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 as Annexure V.
33. PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as an Annexure VI.
34. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under, your Company has in place a policy for Prevention of Sexual Harassment of Women at Workplace and constituted an Internal Complaints Committees (ICC). No complaint has been raised from any employee related to sexual harassment during the year ended
35. HUMAN RESOURCE
For La Opala RG Ltd, its people are its strongest asset. The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company invests in building the best-in-class team led by exceptional professionals. Over the years, the Company has been nurturing a meritocratic, empowering and caring culture that encourages excellence. Company nurtures talents by providing its people opportunities to sharpen their capabilities. Company encourages innovation, lateral thinking, and multi-skilling and prepares its people for future leadership roles.
36. BUSINESS REPONSIBILITY REPORT (BRR)
The Listing Regulations mandate the inclusion of the BRR as part of the Annual Report for the top 1,000 listed entities based on market capitalization. Your Company forms part of the Top 1000 listed companies of India and is mandatorily required to provide a Business Responsibly Report as part of the Annual Report in accordance with the Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/10/2015 dated 4 November 2015. In compliance with the Listing Regulations, we have integrated BRR disclosures into our Annual Report for FY 2021-22.
37. RISK MANAGEMENT
The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The policy on Risk Management is hosted on the Company''s website https://laopala.in/policies. php. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.
38. ACKNOWLEDGEMENT
The Directors take this opportunity to thank the Company''s employees, customers, members, distributors, vendors, bankers, government and all other business associates for their consistent support and encouragement to the Company.
For and on behalf of the Board
Sushil Jhunjhunwala
Place: Kolkata Chairman
Date: May 30, 2022 DIN: 00082461
Mar 31, 2018
The Directors have pleasure in presenting the 31st Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March 2018.
Performance Review Your Directors are pleased to inform you that during the year under review, there has been an improvement in overall performance of the Company. The revenue from operations increased from Rs.241.06 croresto Rs.259.45 crores, profit before tax from Rs.85.99 crores to Rs.105.46 crores and profit after tax from Rs.62.19 crores to Rs.73.44 crores.
The Company continued to perform consistently well inspite of difficulties faced in the domestic market on account of implementation of GST (Goods and Services Tax) and fallout of demonetisation. During the period under review, the capacity of Sitarganj Plant and decal manufacturing plant was increased. Cost reduction efforts, better utilisation of existing capacity, expansion of distribution network, improved packaging and product mix contributed to overall better performance of the Company.
Increase in overall consumption of Opal Glass Tableware and visualising the growth potential of the opal ware market, the Company has decided to expand the production of Opal Glass Tableware by setting up a new unit at Sitarganj with the estimated project cost of Rs.135 Crore.
The Company has adopted Indian Accounting Standard (Ind AS), prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder, w.e.f. 1st April, 2017. Accordingly Balance Sheet, Statement of Profit and Loss along with Cash Flow Statement and Notes to the Financial Statement have been prepared in accordance with lnd AS notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) (amendment) Rules, 2016.
The summarised results of the current yearâs performance are given hereunder:
Rs. In Lakh
SI. No. |
Particulars |
Year ended 31st Marchâ2018 |
Year ended 31st Marchâ2017 |
|
1 |
Revenue from operations |
25,945.28 |
24,105.62 |
|
2 |
Other Income |
1,327.67 |
1,188.82 |
|
3 |
Total expenses before interest and depreciation |
15,265.29 |
15,317.27 |
|
4 |
Finance Cost |
83.52 |
133.80 |
|
5 |
Profit after Interest but before Depreciation |
11,924.14 |
9,843.37 |
|
6 |
Depreciation |
1,378.05 |
1,244.30 |
|
7 |
Profit before Taxation |
10,546.09 |
8,599.07 |
|
8 |
Tax Expenses |
3,202.31 |
2,380.46 |
|
9 |
Net Profit |
7,343.78 |
6,218.61 |
|
10 |
Surplus Available |
7,343.78 |
6,218.61 |
|
11 |
Total Comprehensive Income |
8,216.28 |
4,937.17 |
|
12 |
Dividend and Others |
1,110.00 |
1,015.00 |
|
13 |
Tax on Dividend |
225.97 |
203.38 |
|
14 |
Transferred to General Reserve |
- |
1,000.00 |
|
15 |
Balance as per last year |
18,382.84 |
14,382.61 |
|
16 |
Balance carried to Balance Sheet |
24,390.65 |
18,382.84 |
Changes in Share Capital
During the year, the following changes were effected in the Share Capital of your Company: -
a) Increase in Authorised Share Capital
The Authorised Share Capital of your Company was increased from Company 1500 lakhs to Company 2220 lakhs divided in to 11.10.00.000 Equity Share of Rs.2/- each, with effect from 13th March, 2018.
b) Issue of Bonus Shares
11.10.00.000 Equity Shares of Rs.2 each, fully paid-up, were issued as Bonus Shares, in the proportion of l(One) Bonus Shares of Rs.2/- each for every 1 (One) full paid -up Equity Shares of Rs.2/- each held on 23rd March, 2018 , being the Record Date determined by the Board for the purpose. The bonus share were allotted on 24th March, 2018.
Dividend
Your Directors are pleased to recommend, for consideration of shareholders at the 31st Annual General Meeting, payment of dividend of 55% i.e. Rs.1.10 per share on equity shares of the face value of Rs.2 each (Previous year 100% i.e. Rs.2 per share on equity shares of the face value of Rs.2 each) for the year ended 31st March 2018. The Company has adopted a Dividend Distribution Policy in accordance with the requirements of Regulation 43A of the SEBI (LODR) Regulations, 2015. The same is available on the website of the Company i.e. www.laopala.in
Transfer to reserves
Your Directors are proposing to transfer Rs.1,000 lakhs to General Reserves.
Internal control systems and their adequacy
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has appointed a firm of Chartered Accountant as Internal Auditor to ensure compliance and effectiveness of the Internal Control Systems in place. The Audit Committee is regularly reviewing the Internal Audit Reports for the audits carried out in all the key areas of the operations.
Deposits
The Company has neither accepted nor renewed any deposits during the year under review.
Auditors
In accordance with the provisions Section 139 and other applicable provisions, if any, of the Companies Act, 2013 as amended and the Rules made thereunder, M/s Singhi & Co., Chartered Accountants, Kolkata (Firm Registration No. 202049E) were appointed as Statutory Auditors, for a term of five years in the 30th Annual General Meeting of the Company.
Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditor
There were no qualifications, reservations or adverse remarks made by the Statutory Auditors.
Extract of Annual Return
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form No MGT 9 is furnished in âAnnexure Aâ and is attached to this Report.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information pertaining to conservation of Energy, Technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in âAnnexure Bâ and is attached to this report.
Details of policy developed and implemented by the Company on its corporate social responsibility initiatives
The Company has developed and implemented the Corporate Social Responsibility initiatives as per the provision of section 135 of Companies Act 2013 and the Rules made thereunder. The Annual Report on Companyâs CSR activities of the Company is furnished in âAnnexure Câ and attached to this report.
Directors
Mr. Sushil Jhunjhunwala ((DIN: 00082461) and Mr. Arun Kumar Churiwal (DIN: 00001718) retire by rotation and being eligible offer themselves for re-appointment. The details in respect to this are being covered under the Corporate Governance report under the heading Disclosures.
Prof. Santanu Ray (DIN 00642736) aged about 69 Years has been appointed as an Additional Director (Non Executive and Independent) by the Board with effect from February 05,2018. In terms of the provision of Section 161(1) of the Companies Act, 2013, Prof. Santanu Ray would hold office up to the date of ensuing Annual General Meeting. Brief resume of the Additional Director is included in the Notice convening the Annual General Meeting
Mr. G Narayana (DIN 00020575) resigned due to health issues as Director w.e.f 26th August, 2017 during the financial year 2017-18. Mr. G Narayana has been associated with the Company for more than 20 years. He will be remembered for valuable services rendered over the years by providing necessary advice, guidance and motivation to the management of the Company. The Company has been greatly benefitted on these accounts.
Mr. Sushil Jhunjhunwala (DIN: 00082461), Vice Chairman & Managing Director of the Company, has been designated as Executive Vice Chairman of the Company with effect from 1st April 2018.
Mr. Ajit Jhunjhunwala (DIN: 00111872), Jt. Managing Director of the Company, has been designated as Managing Director of the Company with effect from 1st April 2018.
Key Managerial Personnel (KMP)
The following managerial personnel are Key Managerial Personnel (KMP):
Mr. Sushil Jhunjhunwala (DIN: 00082461), Executive Vice Chairman
Mr. Ajit Jhunjhunwala (DIN: 00111872), Managing-Dire ctor
Mrs. Nidhi Jhunjhunwala (DIN: 01144803), Executive Director
Mr. Alok Pandey, Chief Financial Officer (CFO) and Company Secretary
Declaration of Independent Directors
The provisions of Section 149 pertaining to the appointment of Independent Directors apply to our Company. The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
Formal Evaluation
In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, executive and non-executive Directors individually. The detail on the same is given in the Corporate Governance Report.
Number of board meeting
During the financial year under review seven Board meetings and One independent directors meeting were convened.
Audit Committee
Pursuant to section 134(3) and section 177(8) of The Companies Act, 2013 the Audit Committee comprises of total 3 members. Due to resignation of Mr. G Narayana during the year, the Audit Committee was re-constituted as under:
1) Mr. Rajiv Gujral, Chairman
2) Mr. A.C. Chakrabortti
3) Mr Arun Churiwal
During the reporting period under review four committee meetings have been convened. The Board of Directors accepted all recommendations of the Audit Committee in the reporting period.
Managerial Remuneration Committee
Pursuant to section 178(1) of The Companies Act, 2013 the Nomination and Remuneration Committee comprises of total 3 Non-Executive Directors out of which two are Independent Directors. The names are as follows:-
1) Mr. A C Chakrabortti, Chairman
2) Mr. Arun Churiwal
3) Mr. Subir Bose
Details of the ratio of the remuneration of each director to the median employeeâs remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished in Annexure D and is attached to this Report.
Details of every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished in Annexure E and is attached to this Report.
Remuneration Policy
The Board has, on recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters as per section 178 of Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. The Nomination & Remuneration Policy is available on website of the Company i.e. www.laopala.in.
Vigil Mechanism
In pursuant to section 177(9) and (10) of The Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been formulated under the name âWhistle Blower Policyâ. The details of the policy have been posted on the website of the Company i.e. www.laopala.in.
Particulars of loans, guarantees or investments made under section 186 of the Companies Act, 2013
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.
Related party transactions
The particular of Contracts or Arrangement made with the related parties pursuant to section 188 are furnished in Annexure F (Form No AOC-2) and is attached to this report. The same have also been disclosed under Note No 42 of the Notes to the Financial Statements.
Investors Education and Protection Fund (IEPF)
Pursuant to Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amount lying with Companies) Rules, 2012, the Company has provided / hosted the required details of unclaimed amounts referred to under Section 124 of the Companies Act, 2013 on its website and also in the website of the Ministry of Corporate Affairs (MCA) in the relevant from every year.
The members who have not claimed their dividends, may approach the Companyâs share transfer agents and claim the same. Members may note that dividends which remain unclaimed for a period of seven years from the date of transfer to the Companyâs unpaid dividend account, will, as per Section 124 of the Companies Act, 2013, be transferred to the Investor Education and Protection Fund.
Disclosure on Sexual Harassment of Women at workplace
In order to prevent sexual harassment of women at work place a new Act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act, every Company has to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.
Your Company has adopted a policy for prevention of Sexual Harassment of Women at Workplace and has constituted a Committee for implementation of the said policy. During the year 2017-18, there were no complaints.
Human Resource
For La Opala RG Ltd , its people are its strongest asset. The Company invests in building the best-in-class team led by exceptional professionals. Over the years, the Company has been nurturing a meritocratic, empowering and caring culture that encourages excellence. Company nurtures talents by providing its people opportunities to sharpen their capabilities. Company encourages innovation, lateral thinking, and multi-skilling and prepares its people for future leadership roles.
Secretarial Audit
Pursuant to the provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/S Drolia and Company, Company Secretaries, Kolkata, to undertake the Secretarial Audit of the Company. The details forming part of Secretarial Audit report in FORM MR-3 is enclosed herewith as Annexure G for financial year 2017-18. There are no reservations, qualification, adverse remark or disclaimer contained in the Secretarial Audit Report.
Business Reponsibility Report
Your Company forms part of the Top 500 listed companies of India and is mandatorily required to provide a Business Responsibility Report as part of the Annual Report in accordance with the Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015 read with SEBI Circular No. CIR/CFD/ CMD/10/2015 dated 4 November 2015. The âBusiness Responsibility Reportâ (BRR) of the Company for FY 2017-18 is forming part of the Annual Report.
Corporate Governance Report on Corporate Governance along with the Certificate of Auditors M/s Singhi & Co. Chartered Accountants, Kolkata confirming the compliances to conditions of Corporate Governance as stipulated in SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, form part of the Annual Report.
Business Risk Management
Like all businesses, we are affected by a number of risks and uncertainties. These maybe impacted by internal and external factors. The Company has framed a policy and process to help identify, assess and manage risks, pursuant to section 134(3) (n) of The Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The policy and process has been in place throughout the reporting period. The Risk Management Process passed through a rigorous discussion to assess the relative profile of each risk and also designated management person to supervise and monitor risk in respective areas. The suggestions of the Internal Auditors are also taken into consideration while evaluating the risk and its mitigation process.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:â
(a) in the preparation of the annual accounts for the year ended 31st March 2018, the applicable IND Accounting Standards had been followed and there are no material departures from the same:
(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 as at 31st March, 2018 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: and
(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.
Acknowle dgement
The Directors express their grateful appreciation of the assistance and cooperation extended by Banks, various Governments and other agencies, shareholders and the suppliers and solicits their continued support. Your Directors also wish to place on record their deep sense of appreciation of the devoted services of the Executives, staff and workers of the Company for another year of successful operation.
By Order of the Board
A.C. Chakrabortti
Place: Kolkata DIN:00015622
Date: 30th May 2018 Chairman
Mar 31, 2017
The Directors have pleasure in presenting the 30th Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March 2017.
Performance Review
Your Directors are pleased to inform you that during the year under review, the revenue from operation increased from Rs,255.66 crores to Rs,268.86 crores in spite of weak consumer demand and sluggish economy. There has been a marginal decrease in Profit before tax from Rs,77.92 crores to Rs,74.93 crores and profit after tax from Rs,58.71 crores to Rs,54.95 crores.
The overall performance of the Company remained almost the same as in previous year in spite of increased competition and other challenges in the
SI. No. |
Particulars |
Year ended 31 st March117 |
Year ended 31 st March116 |
1 |
Sales/Income from operations |
26,885.65 |
25,565.94 |
2 |
Other Income |
90.01 |
145.09 |
3 |
Total expenses before interest and depreciation |
18,155.18 |
16,923.52 |
4 |
Finance Cost |
80.40 |
97.55 |
5 |
Profit after Interest but before Depreciation |
8,740.08 |
8,689.97 |
6 |
Depreciation |
1,247.15 |
897.54 |
7 |
Profit before Taxation |
7,492.93 |
7,792.43 |
8 |
Tax Expenses |
1,997.68 |
1,921.01 |
9 |
Net Profit |
5,495.25 |
5,871.42 |
10 |
Surplus Available |
5,495.25 |
5,871.42 |
11 |
Dividend |
1,110.00 |
999.00 |
12 |
Tax on Dividend |
225.98 |
203.38 |
13 |
Transferred to General Reserve |
1,000.00 |
1,000.00 |
14 |
Balance as per last year |
12,311.06 |
8,642.02 |
15 |
Balance carried to Balance Sheet |
15,470.33 |
12,311.06 |
Domestic as well as in the International market. Despite difficulties of complex nature as enumerated here above, the overall performance of the Company can be considered satisfactory, due to the combined effect of changing product mix, launch of new products, change in design pattern and penetrating into new territories. Additionally, it is believed that closeness to the consumer and recognizing their behavior ability pattern due to newer aspirations and global perceptions will become fundamental to future success. A new strategic thinking and action plan is being worked out to ensure future growth and success. The management is engaged on this ambitious program for meeting the obligations towards the various stakeholders.
The summarized results of the current year''s performance are given hereunder:
Rs,in Lacs
Dividend
Your Directors are pleased to recommend, for consideration of shareholders at the 30th Annual General Meeting, payment of dividend of 100 % i.e. Rs,2 per share on equity shares of the face value of Rs,2 each (Previous year 90% i.e. Rs,1.80 per share on equity shares of the face value of Rs,2 each) for the year ended 31 st March 201 7.
Transfer to Reserves
Your Directors are proposing to transfer Rs,1000 lacs to General Reserves.
Brief Description of the Company''s Working During the year
Keeping with the tradition of constantly innovating, the Company has launched new range of Square Shapes called "Quadra" Collection and also the "Sovrana" Collection during the period under review. The overall performance of the Company was the result of product mix, launch of new product, Change in design pattern, and entering into new territory.
Internal Control Systems and Their Adequacy
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has appointed a firm of Chartered Accountant as Internal Auditor to ensure compliance and effectiveness of the Internal Control Systems in place. The Audit Committee is regularly reviewing the Internal Audit Reports for the audits carried out in all the key areas of the operations.
Deposits
The Company has neither accepted nor renewed any deposits during the year under review.
Auditors
1 n terms of the provisions of Section 1 39 of the Act read with the Companies (Audit and Auditors) Rules, 201 4, an audit firm can hold office as statutory auditor for
2 terms of 5 consecutive years, i.e., for a maximum period of 1 0 years. They can be re-appointed after a cooling period of 5 years. In computing the period of 1 0 years, the period for which the auditor held office before the commencement of the Act i.e. before 1st April, 201 4 is also to be taken into account.
M/s, Doshi Chatterjee Bagri & Co. LLP, Chartered Accountants have been in office for ten years and in compliance with provisions of the Act, the Company will have to appoint new Auditor in their place.
The Board of Directors has, at its meeting held on 9th May, 2017, recommended the appointment of
M/s Singhi & Co., Chartered Accountants as Statutory Auditor of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of 35th Annual General Meeting of the Company, subject to ratification by the Members at every Annual General Meeting till the 34th Annual General Meeting
Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditor
There were no qualifications, reservations or adverse remarks made by the Statutory Auditors.
Extract of Annual Return
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 1 2 of the Companies (Management and Administration) Rules, 201 4 in From No MGT 9 is furnished in "Annexure A" and is attached to this Report.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ''Annexure B'' and is attached to this report.
Details of Policy Developed and Implemented by the Company on its Corporate Social Responsibility Initiatives
The Company has developed and implemented the Corporate Social Responsibility initiatives during the year under review. The Annual Report on Company''s CSR activities of the Company is furnished in ''Annexure C'' and attached with this report.
Directors
Mrs. Nidhi Jhujhunwala (DIN 01 1 44803 ) and Mr. Ajit Jhunjhunwala (DIN 001 11872) retire by rotation and being eligible offer themselves for re appointment. The details in respect to those are being covered under the Corporate Governance report under the heading Disclosures.
The tenure of Mr Ajit Jhunjhunwala, (DIN 001 11 872) as Joint Managing Director expires on 30th September, 2017 and being eligible, offers himself for reappointment for further period of 5(five) years with effect from 1st October 2017. The details in respect to this are being covered under the Corporate Governance report under the heading Disclosures.
Mr Subir Bose (DIN 00048451) aged about 67 Years has been appointed as an Additional Director (Independent) by the Board with effect from April 07, 2017. In terms of the provision of Section 161(1) of the Companies Act, 2013, Mr. Subir Bose would hold office up to the date of ensuing Annual General Meeting. The Company has received a notice in writing under Section 160 of the Act proposing his candidature for the office of Director of the Company. Brief resume of the Additional Director is included in the Notice convening the Annual General Meeting
Mr Shakir Ali (DIN 00331069) resigned as Director during the financial year 201 6-1 7 .The Board places on record its deep appreciation for the services rendered by Mr. Shakir Ali during his tenure as member of Board. He was legal expert of repute in areas of human resources, labour and allied matters and the Company was greatly benefited by his advice and guidance.
Declaration of Independent Directors
The provisions of Section 149 pertaining to the appointment of Independent Directors apply to our Company. The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
Formal Evaluation
In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, executive and non-executive Directors individually. The details of the same is given in the Corporate Governance Report.
Number of Board Meeting
During the financial year under review four Board meetings and One independent directors meeting were convened.
Audit Committee
Pursuant to section 1 34(3) and section 1 77(8) of The Companies Act, 2013 the Audit Committee comprises of total 4 members. The names are as follows:-
1) Mr. G Narayana, Chairman
2) Mr. A.C. Chakrabortti
3) Mr Arun Churiwal
4) Mr. Rajiv Gujral
During the reporting period under review four committee meetings have been convened. The Board of Directors accepted all recommendations of the Audit Committee in the reporting period.
Vigil Mechanism
In pursuant to section 177(9) and (10) of The Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been formulated under the name "Whistle Blower Policy". The details of the policy have been posted on the website of the Company.
Remuneration Policy
The Board has, on recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters as per section 178 of Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015. The Nomination & Remuneration Policy is stated in the Corporate Governance Report.
Particulars of Loans, Guarantees or Investments Made Under Section 186 of the Companies Act, 2013
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.
Particulars of Contracts or Arrangements Made with Related Parties
The particulars of Contracts or Arrangement made with the related parties pursuant to section 188 are furnished in Annexure D (Form No AOC-2) and is attached to this report. The same has also been disclosed under Note No 33 of the Notes to the Financial Statements.
Managerial Remuneration
Pursuant to section 178(1) of The Companies Act, 2013 the Nomination and Remuneration Committee comprises of total 3 Non-Executive Directors out of which two are Independent Directors. The names are as follows:-
1) Mr. G Narayana, Chairman
2) Mr. A C Chakrabortti
3) Mr. Arun Churiwal
Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished in Annexure E and is attached with this Report.
Details of every employee of the Company as required pursuant to section 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4 is furnished in Annexure F and is attached to this Report.
Secretarial Audit
Pursuant to the provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/S Drolia and Company, Company Secretaries, Kolkata, to undertake the Secretarial Audit of the Company. The details forming part of Secretarial Audit report in FORM MR-3 is enclosed herewith as Annexure G for financial year 2016-17. There are no reservations, qualification, adverse remark or disclaimer contained in the Secretarial Audit Report.
Corporate Governance
Report on Corporate Governance along with the Certificate of Auditors M/S Doshi Chatterjee Bagri & Co. LLP, Chartered Accountants, Kolkata confirming the compliances to conditions of Corporate Governance as stipulated in SEBI (Listing Obligations& Disclosure Requirements), Regulations, 2015, form part of the Annual Report.
Business Risk Management
Like all businesses, we are affected by a number of risks and uncertainties. These may be impacted by internal and external factors. The Company has framed a policy and process to help identify, access and manage risks, pursuant to section 134(3) (n) of The Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 . The policy and process has been in place throughout the reporting period. The Risk Management Process passed through a rigorous discussion to assess the relative profile of each risk and also designated management person to supervise and monitor risk in respective areas. The suggestions of the Internal Auditors are also taken into consideration while evaluating the risk and its mitigation process.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement: -
(a) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards had been followed and there are no material departures from the same;
(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 as at March 31, 201 7 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;
(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 and,
(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
Acknowledgement
The Directors express their grateful appreciation of the assistance and cooperation extended by Banks, various Governments and other agencies, shareholders and the suppliers and solicit their continued support. Your Directors also wish to place on record their deep sense of appreciation of the devoted services of the Executives, staff and workers of the Company for another year of successful operation.
By Order of the Board
Place Kolkata A.C. Chakrabortti
Date:-9th May, 2017 DIN:00015622
Chairman
Mar 31, 2016
The Directors have pleasure in presenting the 29th Annual Report
together with the Audited Accounts of the Company for the financial
year ended 31st March 2016.
Performance Review
Your Directors are pleased to inform you that during the year under
review, there has been substantial improvement in the overall
performance of the company. The revenue from operation increased from
Rs.228.67 crores to Rs.255.66 crores, profit before tax from Rs.55.76
crores to Rs.77.92 crores and profit after tax from Rs.41.74 crores to
Rs.58.71 crores.
Increase in overall performance of the company can be attributed to
increased production, expansion at Sitarganj Unit, reduction in power
and fuel cost , economy of scale and aggressive in marketing strategy .
Some new players are expected to enter into the market and the
competition and other challenges in the Domestic as well as in the
International market is likely to pore challenges hitherto unknown. In
order to combat competition, various steps are to be initiated by the
management for further improvement in quality, expansion in marketing
network and introduction of new designs. Barring unforeseen
circumstances, the future of the company appears to be encouraging
The summarized results of the current year''s performance are given
hereunder :
Rs. in Lacs
Particulars Year ended Year ended
31st March''16 31st March''15
Sales/Income from operations 25,565.94 22,866.61
Other Income 145.09 85.33
Total expenses before interest
and depreciation 16,909.62 16,262.81
Finance Cost 111.44 84.02
Profit after Interest but before
Depreciation 8,689.97 6,605.11
Depreciation 897.54 1,029.60
Profit before Taxation 7,792.43 5,575.51
Tax Expenses 1,921.01 1,401.80
Net Profit 5,871.42 4,173.71
Surplus Available 5,871.42 4,173.71
Depreciation on transition to Schedule
II of the - (79.53)
Companies Act, 2013
Dividend 999.00 721.50
Tax on Dividend 203.38 146.88
Transferred to General Reserve 1,000.00 750.00
Balance as per last year 8,642.02 6,166.22
Balance carried to Balance Sheet 12,311.06 8,642.02
Dividend
Your Directors are pleased to recommend, for consideration of
shareholders at the 29th Annual General Meeting, payment of dividend of
90% i.e. Rs.1.80 per share on equity shares of the face value of Rs. 2
each (Previous year 65% i.e. Rs. 1.30 per share on equity shares of the
face value of Rs. 2 each) for the year ended 31st March 2016.
Transfer to Reserves
Your Directors are proposing to transfer Rs. 1000 lacs to General
Reserves.
Brief Description of the Company''s Working During the Year
The capacity of the Sitargunj plant has been substantially increased
during the period under review . New Product development, better
utilization of exiting capacity, cost reduction efforts, expansion of
Distribution Network , Introduction of New Designs and Improved
Packaging contributed to overall better performance of the company
Internal Control Systems and their Adequacy
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The Company has appointed a
firm of Chartered Accountant as Internal Auditor to ensure compliance
and effectiveness of the Internal Control Systems in place. The Audit
Committee is regularly reviewing the Internal Audit Reports for the
audits carried out in all the key areas of the operations.
Deposits
The Company has neither accepted nor renewed any deposits during the
year under review.
Auditors
The Company''s Auditors M/s Doshi, Chatterjee, Bagri & Co., retire at
the conclusion of the ensuing Annual General Meeting and being
eligible, offer themselves for re- appointment. The observations of the
Auditors, if any, are explained wherever necessary, in the appropriate
Note to the Accounts.
Explanation or Comments on Qualifications, Reservations or Adverse
Remarks or Disclaimers Made by the Auditor
There were no qualifications, reservations or adverse remarks made by
the Statutory Auditors.
Extract of Annual Return
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and Administration )
Rules, 2014 in From No MGT 9 is furnished in "Annexure A'' and is
attached to this Report.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is furnished in ''Annexure B'' and
is attached to this report.
Details of Policy Developed and Implemented by the Company on Its
Corporate Social Responsibility Initiatives
The Company has developed and implemented the Corporate Social
Responsibility initiatives during the year under review. The Annual
Report on Company''s CSR activities of the Company is furnished in
''Annexure C'' and attached to this report.
Appointment and Reappointment of Directors
Mr. Sushil Jhunjhunwala and Mr. Arun Kumar Churiwal retire by rotation
and being eligible offer themselves for re appointment. The details in
respect to this are being covered under the Corporate Governance report
under the heading Disclosures.
Declaration of Independent Directors
The provisions of Section 149 pertaining to the appointment of
Independent Directors apply to our Company. The Independent Directors
have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013
so as to qualify themselves to be appointed as Independent Directors
under the provisions of the Companies Act, 2013 and the relevant rules.
Formal Evaluation
In compliance with the Companies Act, 2013 and Regulation 17(10) of
SEBI (Listing Obligations And Disclosure Requirements) Regulations,
2015 , the Board has carried out an annual performance evaluation of
its own performance, executive and non-executive Directors
individually. The detail on the same is given in the Corporate
Governance Report.
Number of Board Meeting
During the financial year under review Six Board meetings and One
independent directors meeting were convened.
Audit Committee
Pursuant to section 134(3) and section 177(8) of The Companies Act,
2013 the Audit Committee comprises of total 4 members. The names are as
follows:-
1) Mr. G Narayana, Chairman
2) Mr. A.C. Chakrabortti
3) Mr Arun Churiwal
4) Mr. Rajiv Gujral
During the reporting period under review four committee meetings have
been convened. The Board of Directors accepted all recommendations of
the Audit Committee in the reporting period.
Vigil Mechanism
In pursuant to section 177(9) and (10) of The Companies Act, 2013, a
vigil mechanism for directors and employees to report genuine concerns
has been formulated under the name "Whistle Blower Policy". The details
of the policy have been posted on the website of the Company.
Remuneration Policy
The Board has, on recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration including criteria for
determining qualifications, positive attributes, independence of
Directors and other matters as per section 178 of Companies Act 2013
and Regulation 19 of SEBI (Listing Obligations And Disclosure
Requirements) Regulations, 2015 . The Nomination & Remuneration Policy
is stated in the Corporate Governance Report.
Particulars of Loans, Guarantees or Investments Made Under Section 186
of the Companies Act, 2013
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable.
Particulars of Contracts or Arrangements Made with Related Parties
The particular of Contracts or Arrangement made with the related
parties pursuant to section 188 are furnished in Annexure D (Form No
AOC-2) and is attached to this report. The same have also been
disclosed under Note No 33 of the Notes to the Financial Statements.
Managerial Remuneration
Pursuant to section 178(1) of The Companies Act, 2013 the Nomination
and Remuneration Committee comprises of total 3 Non-Executive Directors
out of which two are Independent Directors. The names are as follows:-
1) Mr. G Narayana, Chairman
2) Mr. A C Chakrabortti
3) Mr. Arun Churiwal
Details of the ratio of the remuneration of each director to the median
employee''s remuneration and other details as required pursuant to Rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is furnished in Annexure E and is attached to
this Report.
Details of every employee of the Company as required pursuant to 5(2)
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is furnished in Annexure F and is attached to this Report.
Secretarial Audit
Pursuant to the provisions of section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the Company has appointed M/S Drolia and
Company, Company Secretaries, Kolkata, to undertake the Secretarial
Audit of the Company. The details forming part of Secretarial Audit
report in FORM MR-3 is enclosed herewith as Annexure G for financial
year 2015-16. There are no reservations, qualification, adverse remark
or disclaimer contained in the Secretarial Audit Report.
Corporate Governance
Report on Corporate Governance along with the Certificate of Auditors
M/S Doshi, Chatterjee, Bagri & Co. Chartered Accountants, Kolkata
confirming the compliances to conditions of Corporate Governance as
stipulated in SEBI (Listing Obligations & Disclosure Requirements),
Regulations,2015, form part of the Annual Report.
Business Risk Management
Like all businesses, we are affected by a number of risks and
uncertainties. These may be impacted by internal and external factors.
The Company has framed a policy and process to help identify, assess
and manage risks, pursuant to section 134(3) (n) of The Companies Act,
2013 and Regulation 21 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 . The policy and process has been in
place throughout the reporting period.
The Risk Management Process passed through a rigorous discussion to
assess the relative profile of each risk. The suggestions of the
Internal Auditors are taken into consideration while evaluating the
risk and its mitigation process.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submits its responsibility Statement:Â
(a) in the preparation of the annual accounts for the year ended March
31, 2016, the applicable accounting standards had been followed and
there are no material departures from the same;
(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 as at March 31, 2016 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
Acknowledgement
The Directors express their grateful appreciation of the assistance and
cooperation extended by Banks, various Governments and other agencies,
shareholders and the suppliers and solicits their continued support.
Your Directors also wish to place on record their deep sense of
appreciation of the devoted services of the Executives, staff and
workers of the Company for another year of successful operation.
By Order of the Board
Place Kolkata A.C. Chakrabortti
Date: 13th May 2016 Chairman
Mar 31, 2015
To the Members,
The Directors have pleasure in presenting the 28th Annual Report
together with the Audited Accounts of the Company for the financial
year ended 31st March 2015.
Performance Review
Your Directors are pleased to inform you that during the year under
review, the Company continued to deliver strong financial performance
with healthy growth in revenue and high quality earnings. The revenue
from operation increased substantially from Rs.183.56 crores to H228.67
crores; profit before tax from Rs.40.76 crores to H55.76 crores and
profit after tax from Rs.29.95 crores to Rs.41.74 crores.
The summarized results of the current years' performance are given
hereunder:
Particulars Year ended Year ended
31st March'15 31st March'14
Sales/Income from operations 22,866.61 18,355.63
Other Income 85.33 108.18
Total expenses before interest 16,262.81 13,358.26
and depreciation
Finance Cost 84.02 328.22
Profit after Interest but before Depreciation 6,605.11 4,777.33
Depreciation 1,029.60 701.28
Profit before Taxation 5,575.51 4,076.05
Tax Expenses 1,401.80 1,080.65
Net Profit 4,173.71 2,995.40
Surplus Available 4,173.71 2,995.40
Depreciation on transition to Schedule II of the (79.53) -
Companies Act, 2013
Dividend 721.50 529.88
Tax on Dividend 146.88 90.05
Transferred to General Reserve 750.00 500.00
Balance as per last year 6,166.22 4,290.75
Balance carried to Balance Sheet 8,642.02 6,166.22
On the basis of the current trend and various steps which have been
initiated by the management for improvement in quality, expansion in
marketing network and expansion in capacity, the future outlook appears
to be encouraging.
Dividend
Your Directors are pleased to recommend, for consideration of
shareholders at the 28th Annual General Meeting, payment of dividend of
65% i.e. Rs.1.30 per share on equity shares of the face value of Rs.2 each
(Previous year 50% i.e. Rs.5.00 per share on equity shares of the face
value of Rs.10 each) for the year ended 31st March 2015.
Transfer to Reserves
Your Directors are proposing to transfer H750 lacs to General Reserves.
Brief description of the Company's working during the year
Aggressive marketing policy, further strengthening of Distribution
Network, higher utilization of Capacity and cost reduction efforts have
resulted in overall better performance of the Company during the year.
Barring unforeseen circumstances, the management is hopeful to maintain
the overall performance of the company.
The company has also allotted 5,02,468 Equity Shares of Rs.10/- each to
WestBridge Crossover Fund, LLC at a premium of Rs.1,090 per Equity Share.
During the year the Company has sub divided 1(one) equity share of the
nominal value of Rs.10 each into 5(five) equity shares of the nominal
value of Rs.2 each.
Internal Control Systems and their Adequacy
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The Company has appointed a
firm of Chartered Accountant as Internal Auditor to ensure compliance
and effectiveness of the Internal Control Systems in place. The Audit
Committee is regularly reviewing the Internal Audit Reports for the
audits carried out in all the key areas of the operations.
Deposits
The Company has neither accepted nor renewed any deposits during the
year under review.
Auditors
The Company's Auditors M/s Doshi, Chatterjee, Bagri & Co., retire at
the conclusion of the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. The observations of the
Auditors, if any, are explained wherever necessary, in the appropriate
Note to the Accounts.
Explanation or Comments on Qualifications, Reservations or adverse
Remarks or Disclaimers made by the Auditor
There were no qualifications, reservations or adverse remarks made by
the Statutory Auditors.
Extract of Annual Return
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 in From No MGT 9 is furnished in "Annexure A' and is
attached to this Report.
Conservation of energy, technology absorption, foreign exchange
earnings and Outgo
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is furnished in 'Annexure B' and is
attached to this report.
Details of policy developed and implemented by the company on its
Corporate Social Responsibility initiatives
The Company has developed and implemented the Corporate Social
Responsibility initiatives during the year under review. The Annual
Report on Company's CSR activities of the Company is furnished in
'Annexure C' and attached to this report.
Appointmentand Reappointment of Directors
During the period under review Mr. Sushil Jhunjhunwala was re-appointed
as a Vice- Chairman & Managing Director of the Company for a further
period of 5 (five) years with effect from 1st October, 2014 on the
terms duly authorized in Annual General Meeting held on 13th August,
2014.
In addition to above, Mr. A. C. Chakrabortti, Mr. G Narayana and Mr.
Rajiv Gujral was appointed as Independent Directors of the Company for
a period of 5 (five) years till the conclusion of 32nd Annual General
meeting of the Company in the calendar year 2019.
Mr. Ajit Jhunjhunwala and Mrs. Nidhi Jhunjhunwala retire by rotation
and being eligible offer themselves for re appointment. The details in
respect to this are being covered under the Corporate Governance report
under the heading Disclosures.
Declaration of Independent Directors
The provisions of Section 149 pertaining to the appointment of
Independent Directors apply to our Company. The Independent Directors
have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013
so as to qualify themselves to be appointed as Independent Directors
under the provisions of the Companies Act, 2013 and the relevant rules.
Formal Evaluation
In compliance with the Companies Act, 2013 and Clause 49 of Listing
Agreement, the Board has carried out an annual performance evaluation
of its own performance, executive and non-executive Directors
individually. The detail on the same is given in the Corporate
Governance Report.
Number of Board Meeting
During the financial year under review Six Board meetings and One
independent directors meeting were convened.
Audit Committee
Pursuant to section 134(3) and section 177(8) of The Companies Act,
2013 the Audit Committee comprises of total 3 members. The names are as
follows:-
1) Mr. G Narayana, Chairman
2) Mr. A. C. Chakrabortti
3) Mr. Arun Churiwal
During the reporting period under review four committee meetings have
been convened. The Board of Directors accepted all recommendations of
the Audit Committee in the reporting period.
Vigil Mechanism
In pursuant to section 177(9) and (10) of The Companies Act, 2013, a
vigil mechanism for directors and employees to report genuine concerns
has been formulated under the name "Whistle Blower Policy". The
details of the policy have been posted on the website of the Company.
Remuneration Policy
The Board has, on recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration including criteria for
determining qualifications, positive attributes, independence of
Directors and other matters as per section 178 and Clause 49(IV)(B)(4)
of Listing Agreement. The Nomination & Remuneration Policy is stated in
the Corporate Governance Report.
Particulars of loans, guarantees or investments made under section 186
of the Companies Act, 2013
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable.
Particulars of contracts or arrangements made with related parties
The particular of Contracts or Arrangement made with the related
parties pursuant to section 188 are furnished in Annexure D (Form No
AOC-2) and is attached to this report. The same have also been
disclosed under Note No 33 of the Notes to the Financial Statements.
Managerial Remuneration
Pursuant to section 178(1) of The Companies Act, 2013 the Nomination
and Remuneration Committee comprises of total 3 Non-Executive Directors
out of which two are Independent Directors. The names are as follows:-
1) Mr. G Narayana, Chairman
2) Mr. A. C. Chakrabortti
3) Mr. Arun Churiwal
Details of the ratio of the remuneration of each director to the median
employee's remuneration and other details as required pursuant to Rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is furnished in Annexure E and is attached to
this Report.
Details of every employee of the Company as required pursuant to 5(2)
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is furnished in Annexure F and is attached to this Report.
Secretarial Audit
Pursuant to the provisions of section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the Company has appointed M/S Drolia and
Company, Company Secretaries, Kolkata, to undertake the Secretarial
Audit of the Company. The details forming part of Secretarial Audit
report in FORM MR-3 is enclosed herewith as Annexure G for financial
year 2014-15. There are no reservations, qualification, adverse remark
or disclaimer contained in the Secretarial Audit Report.
Corporate Governance
Report on Corporate Governance along with the Certificate of Auditors
M/S Doshi, Chatterjee, Bagri & Co. Chartered Accountants, Kolkata
confirming the compliances to conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement, form part of the
Annual Report.
Business Risk Management
Like all businesses, we are affected by a number of risks and
uncertainties. These may be impacted
by internal and external factors. The Company has framed a policy and
process to help identify, assess and manage risks, pursuant to section
134(3) (n) of The Companies Act, 2013 clause 49(VI) of the listing
agreement. The policy and process has been in place throughout the
reporting period.
The Risk Management Process passed through a rigorous discussion to
assess the relative profile of each risk. The suggestions of the
Internal Auditors are taken into consideration while evaluating the
risk and its mitigation process.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submits its responsibility Statement:Â
(a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards had been followed and
there are no material departures from the same;
(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 as at March 31,2015 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
Acknowledgement
The Directors express their grateful appreciation of the assistance and
cooperation extended by Banks, various Governments and other agencies,
shareholders and the suppliers and solicit their continued support.
Your Directors also wish to place on record their deep sense of
appreciation of the devoted services of the Executives, staff and
workers of the Company for another year of successful operation.
By Order of the Board
Place Kolkata A. C. Chakrabortti
Date: 12th May 2015 Chairman
Mar 31, 2013
To the Members
The Directors have pleasure in presenting the 26th Annual Report
together with the Audited Accounts of the Company for the financial
year ended 31st March, 2013.
Performance Review
Your directors are pleased to inform you that during the year under
review, substantial improvement were achieved both in respect of
turnover and profitability. The revenue from operation increased by
33.61% from Rs 119.95 crores to Rs 160.28 crores, profit before tax by
77.66% from Rs 18.27 crores to Rs 32.46 crores and profit after tax by
81.53% from Rs 12.60 crores to 22.88 crores.
The overall good performance during the year has been possible due to
combination of various factors, such as, higher utilisation of
capacity, which has been built during last two years, quality
improvement, aggressive marketing policy, through print and electronic
media which helped in penetration into new market areas, duly
complimented by change in design, and introduction of Ivory & Manish
Malhotra Collection. It is hoped that the momentum gained during the
previous year in various directions will continue as an ongoing process
for future development and progress. The summarised results of the
current years'' performance are given hereunder:
Sl.
No. Particulars Rs. in lacs Rs. in lacs
Year ended Year ended
31st March ''13 31st March ''12
1 Net sales/ income from operations 1602763 11995.89
2 Other income 102.46 17.65
3 Total expenses before interest and
depreciation 11908.75 9320.01
4 Finance cost 419.02 407.13
5 Gross profit after interest but
before depreciation 3802.32 2286.40
6 Depreciation 555.87 459.08
7 Profit before taxation 3246.45 1827.32
8 Tax expenses 958.66 567.05
9 Net profit 2287.79 1260.27
10 Surplus available 2287.79 1260.27
11 Dividend 370.91 211.95
12 Tax on Dividend 63.04 34.38
13 Transferred to General Reserve 400.00 300.00
14 Balance as per last year 2836.91 1533.16
15 Balance carried to balance sheet 4290.75 2836.91
Dividend
Your Directors are pleased to recommend, for consideration of
shareholders at the 26th Annual General Meeting, payment of dividend of
Rs 3.50 per share on equity shares of the face value of Rs 10 each for
the year ended 31st March 2013.
Corporate Governance
Management Discussion and Analysis, Corporate Governance Report and the
Auditors'' Certificate regarding compliance of the same are given
separately, which form part of this Report.
Responsibility Statement
Your Directors confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed;
ii) appropriate accounting policies have been selected and applied
consistently and judgments and estimates that are reasonable and
prudent have been made so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2013 and of the profit of
the Company for that period;
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv) The annual accounts have been prepared on going concern basis.
Auditors
M/s Doshi Chatterjee Bagri & Co., retire and are eligible for
reappointment. As per proviso to Section 224(1) of the Companies Act,
1956, a written certificate has been obtained by the Company from the
Auditors stating that if they are reappointed Auditors of the Company,
such re-appointment would be within the limits specified in Section
224(1B) of the Companies Act, 1956.
Comments on Auditors'' Report
The Report of the Auditors read with the Notes on Accounts is
self-explanatory and needs no further clarification.
Directors
Sri A C Chakrabortti and Sri Arun Churiwal retire by rotation and,
being eligible, offer themselves for reappointment.
Conservation of energy and technology absorption and foreign exchange
earnings and outgo
In accordance with the requirement of Section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988, the particulars with
respect to conservation of energy and technology absorption and foreign
exchange earnings and outgo are given in Annexure ''A'' forming part of
this report.
Particulars of employees
The information of employees getting salary in excess of the limits as
prescribed under secton 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, who were employed
throughout or for part of the financial year under review is given as
Annexure ''B'' forming part of this report.
Acknowledgement
The Directors express their grateful appreciation of the assistance and
cooperation extended by Banks, various Governments and other agencies,
shareholders and the suppliers and solicit their continued support.
Your Directors also wish to place on record their deep sense of
appreciation of the devoted services of the Executives, Staff and
Workers of the Company for another year of successful operation.
By Order of the Board
Place: Kolkata A C Chakrabortti
Date: 11th May, 2013 Chairman
Mar 31, 2012
The Directors have pleasure in presenting the 25th Annual Report
together with the Audited Accounts of the Company for the financial
year ended 31st March 2012.
Performance Review
During the year under review, all the plants situated at Madhupur
and Sitarganj continued to operate at normal levels. There is a
substantial improvement in respect of revenue from operation and
profitability. The revenue from operation increased by 19.04% from Rs
100.76 crores to Rs 119.95 crores, profit before tax by 36.62% from Rs
133748 crores to Rs 1827.32 crores and profit after tax by 35.17% from
Rs 9.32 crores to 12.60 crores.
The summarised results of the current year's performance are given
hereunder:
SI. Particulars Rs in Lacs Rs in Lacs
No. Year ended Year ended
31st March '12 31st March '11
1 Net sales/income from operations 11995.89 10076.52
2 Other income 17.65 15.20
3 Total expenses before interest and 9320.01 7952.44
depreciation
4 Finance cost 407.13 352.04
5 Gross profit after interest but
before depreciation 2286.40 1787.24
6 Depreciation 459.08 449.75
7 Profit before taxation 1827.32 1337.49
8 Tax expenses 567.05 405.13
9 Net profit 1260.27 932.36
10 Surplus available 1260.27 932.36
11 Dividend 211.95 158.96
12 Tax on Dividend 34.38 25.79
13 Transferred to General Reserve 300.00 157.80
14 Balance as per last year 2122.97 1533.16
15 Balance carried to balance sheet 2836.91 2122.97
Dividend
Your Directors are pleased to recommend, for consideration of
shareholders at the 25th Annual General Meeting, payment of dividend of
20% i.e. Rs 2/- per share on equity shares of the face value of Rs 10/-
each for the year ended 31st March 2012.
Corporate Governance
Management Discussion and Analysis, Corporate Governance Report and the
Auditors' Certificate regarding compliance of the same are given
separately, which form part of this Report.
Responsibility Statement
Your Directors confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed:
ii) appropriate accounting policies have been selected and applied
consistently and judgments and estimates that are reasonable and
prudent have been made so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2012 and of the profit of
the Company for that period:
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
iv) The annual accounts have been prepared on a going concern basis.
Auditors
M/s Doshi Chatterjee Bagri b Co., retire and are eligible for
reappointment. As per provision to Section 224(1) of the Companies Act,
1956, a written certificate has been obtained by the Company from the
Auditors stating that if they are reappointed Auditors of the Company,
such reappointment would be within the limits specified in Section
224(1B) of the Companies Act, 1956.
Comments on Auditors' Report
The Report of the Auditors read with the Notes on Accounts is
self-explanatory and needs no further clarification.
Directors
Sri Shakir All and Sri Rajiv Gujral retire by rotation and, being
eligible, offer themselves for reappointment.
Conservation of energy and technology absorption and foreign exchange
earnings and outgo
In accordance with the requirement of Section 217(l)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988, the particulars with
respect to conservation of energy and technology absorption and foreign
exchange earnings and outgo are given in Annexure A forming part of
this report.
Particulars of employees
The information of employees getting salary in excess of the limits as
prescribed under section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, who were employed
throughout or for part of the financial year under review is given as
Annexure 'B' forming part of this report.
Acknowledgement
The Directors express their grateful appreciation of the assistance and
cooperation extended by Banks, various Governments and other agencies,
shareholders and the suppliers and solicit their continued support.
Your Directors also wish to place on record their deep sense of
appreciation of the devoted services of the Executives, Staff and
Workers of the Company for another year of successful operation.
By Order of the Board
Place: Kolkata A C Chakrabortti
Date: 21st May, 2012 Chairman
Mar 31, 2010
The Directors have pleasure in presenting the 23rd Annual Report
together with the Audited Accounts of the Company for the financial
year ended March 31, 2010.
Performance Review of the Company
Your Directors are pleased to inform that during the year under review,
the Companys Turnover has increased by 19.78% over the previous years
result and Profit Before Tax has increased to Rs. 276.73 lacs from Rs.
81.40 lacs. This significant improvement has been possible due to
increase in volume and effective cost control.
The summarised results of the current years performance are given
hereunder:
SI. Particulars Rs. in lacs Rs. in lacs
No. Year ended Year ended
March 31, 2010 March 31, 2009
1 Net Sales/Income from operations 7782.55 6526.42
2 Other Income 13.52 50.42
3 Total expenses before interest and
depreciation 6514.65 5529.89
4 Interest 405.23 412.87
5 Gross profit after interest but
before depreciation 876.19 634.08
6 Depreciation 428.31 463.34
7 Profit before taxation 447.88 170.74
8 Tax expenses 171.15 89.34
9 Net profit 276.73 81.40
10 Tax for earlier year - -
11 Surplus available 276.73 81.40
12 Dividend 79.48 -
13 Tax on Dividend 13.51 -
14 Transferred to General Reserve - -
15 Balance as per last year 1349.41 1268.01
16 Balance carried to Balance Sheet 1533.16 1394.41
Dividend
Your Directors are pleased to propose the payment of Dividend @ 7.50%
for your approval for the year ended March 31, 2010.
Corporate Governance
Management Discussion and Analysis, Corporate Governance Report and the
Auditors Certificate regarding compliance of the same are given
separately, which form part of this Report.
Responsibility Statement
Your Directors confirm that in preparation of the accounts, the
applicable accounting standards have been followed.
Your Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 or loss
of the Company for the year under review.
That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
That the Directors have prepared the accounts for the financial year
ended March 31, 2010 on a "going concern basis."
Auditors
M/s Doshi Chatterjee Bagri & Co., retire and are eligible for
reappointment. As per proviso to Section 224(1) of the Companies Act,
1956, a written certificate has been obtained by the Company from the
Auditors stating that if they are reappointed Auditors of the Company,
such re-appointment would be within the limits specified in Section
224(1 B) of the Companies Act, 1956.
Comments on Auditors Report
The Report of the Auditors read with the Notes on Accounts is
self-explanatory and needs no further clarification.
Directors
Mrs Nidhi Jhunjhunwala was appointed as an additional Director with
effect from May 20, 2010. She was also appointed as a Whole-time
Director for five years. In terms of Section 260 of the Companies Act,
1956 she will hold office only up to the date of the ensuing Annual
General Meeting. The Company has received requisite notice in writing
from members proposing her candidature for the office of Director not
liable to retire by rotation.
Sri Rajiv Gujral and Sri A C Chakrabortti are retiring from the office
of the Directors by rotation and being eligible offer themselves for
re-appointment.
Mr Purnendu Narayan Roy, an Independent Director resigned from the
Board with effect from August 21, 2009. The Board placed on record its
deep sense of appreciation for the guidance and invaluable contribution
made by Mr Purnendu Narayan Roy during his tenure as a Director of the
Company.
Conservation of energy and technology absorption and foreign exchange
earnings and outgo
In accordance with the requirement of Section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988, the particulars with
respect to conservation of energy and technology absorption and foreign
exchange earnings and outgo are given in Annexure A forming part of
this report.
Particulars of employees
The Company has no employee employed during the year or part of the
year in receipt of remuneration in excess of the sum prescribed under
Section 217(2A) of the Companies Act, 1956.
Acknowledgement
The Directors express their grateful appreciation for the assistance
and cooperation extended by Banks, various Government and other
agencies, shareholders and the suppliers and solicit their continued
support. Your Directors also wish to place on record their deep sense
of appreciation for the devoted services of the Executives, Staff and
Workers of the Company for its success.
Place: Kolkata By Order of the Board
Date: May 20, 2010 A C Chakrabortti
Chairman
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