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Directors Report of La Opala RG Ltd.

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:—

(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:—

(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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