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Opal Luxury Time Products Ltd.

BSE: 500504 Sector: Others
NSE: OPAL ISIN Code: INE520N01012
BSE 05:30 | 01 Jan Opal Luxury Time Products Ltd
NSE 05:30 | 01 Jan Opal Luxury Time Products Ltd

Opal Luxury Time Products Ltd. (OPAL) - Director Report

Company director report

Dear Members

The Board of Directors hereby submits the report of the business and operations of yourCompany (‘the Company' or ‘Opal') along with the audited financial statementsfor the financial year ended March 31 2017.

The consolidated performance of the Company and its subsidiaries has been referred towherever required.

1. FINANCIAL RESULTS

(Rs. In Lacs)

STANDALONE

CONSOLIDATED

PARTICULARS Year ended Year ended Year ended Year ended
31.03.2017 31.03.2016 31.03.2017 31.03.2016
Turnover / Income (Gross) 2339.23 2693.05 2339.46 2708.76
Turnover/Income(Net) 2339.23 2693.05 2339.46 2708.76
Other Income 4.94 2.69 4.94 2.69
Total Expenditures 2160.63 2200.31 2168.3 2234.43
Interest and Finance Cost 195.41 160.91 195.76 160.91
Depreciation 345.69 319.52 345.69 319.52
Profit Before Tax (357.55) 15.00 (3.69) (3.41)
Tax Expenses
Current Tax - 14.27 - 14.27
MAT Credit - - - -
Differed Tax Liability (32.09) (8.83) (32.08) (8.83)
Tax for earlier year 6.72 - 6.72 -
MAT Credit for earlier year (2.26) - (2.25) -
Profit After Tax (329.94) 9.56 (331.00) (8.85)
Balance Brought forward from last year 1191.77 1182.21 1151.75 1160.60
Profit Available for Appropriation 861.84 1191.77 809.99 1151.75
Appropriations 861.84 1191.77 809.99 1151.75
Dividend - - - -
Balance Carried over to Balance sheet 861.84 1191.77 809.99 1151.75

 

Earnings Per Share (9.82) 0.28 (10.17) (0.26)
(Basic & Diluted)
Number of Shares* 3358818 3358818 3358818 3358818

Notes:-

i) *denote number of shares shown in actual numbers. ii) Figures of previous year havebeen regrouped wherever necessary. iii) The Company proposes to transfer entire amount ofloss to the General Reserves. iv) An amount of Rs. NIL is proposed to be retained in theStatement of Profit and Loss.

2. COMPANY'S PERFORMANCE

• Our Revenue from operations on a standalone basis decreased to 2339.23 Lacs from2693.05 Lacs in previous year.

• Our Revenue from operations on a consolidated basis decreased to 2339.46 Lacsfrom 2708.76 Lacs in previous year.

• Our Loss from operations on a standalone basis amounted to 329.94 Lacs asagainst Profit of 9.56 Lacs in previous year.

• Our Loss from operations on a consolidated basis amounted to 331.00 Lacs asagainst loss of Rs. 8.85 Lacs in previous year.

3. NUMBER OF BOARD MEETINGS

During the year [4] Four Board Meetings were convened and held. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

Details of Board Meetings held during FY 2016-17 are given below: -

Sr. No. Date of Board Meeting
1. 27.05.2016
2. 31.08.2016
3. 14.11.2016
4. 02.03.2017

4. DIVIDEND

Considering requirements of the funds for business purpose your Directors do notrecommend any dividend for the year under review.

5. DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013

Particulars Amount (In Rs.)
1. Accepted during the year Nil
2. Remained unpaid or unclaimed as at the end of the year Nil
3. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved
i) At the beginning of the year
ii) Maximum during the year Nil
iii) At the end of the year Nil

6. DEPOSITS NOT IN COMPLIANCE WITH CHAPTER V OF THE COMPANIES ACT 2013

Your Company has not accepted any deposits which are not in compliance with Chapter Vof the Companies Act 2013.

As per Rule 16A of the Companies (Acceptance of Deposits) Rules 2014 every companyother than a private company shall disclose in its financial statement by way of notesabout the money received from the directors. However your Company has not received anyamount from its Directors.

7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

8. DIRECTORS

Composition and size of the Board

The Board has an optimum combination of Executive Chairman & Managing director& Non-Executive Directors as per provisions of the Companies Act 2013. The totalstrength of the Board is of four (4) Directors at the end of the Financial Year ("FY")2016-17. However at the beginning of the FY 2016-17 the total strength was of five (5)Directors and eventually after the resignation of Mr. P. K. Sethi from the post of NomineeDirector w.e.f. 29th September 2016 the overall strength was reduced to four(4) Directors. Further the Board comprises of two Independent Directors pursuant to theSection 149(4) of the Companies Act 2013 and Rules made there under ("Act").

Director retire by rotation

Ms. Pratibha Gujar Director retire by rotation in terms of provisions of the Act andArticles of Association at the ensuing Annual General Meeting of the Company and offersherself for re-appointment. The Board recommends her re-appointment.

As stipulated under the Regulation 36(3) of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 brief resume of the director proposed to be re-appointedis given in the Notice convening the Annual General Meeting.

Independent Directors

Pursuant to the provisions of Section 149 of the Act Mr. Pradeep Tupe and Mr.Ramachandran Nair were appointed as Independent Directors. The contribution of all theIndependent Directors during the year under review is appropriate and is in the bestinterest of the Company. The above named Directors have furnished their respectivedeclarations in Form DIR-8 pursuant to the provisions of Section 164(2) of the CompaniesAct 2013 read with Rule 14(1) of the Companies (Appointment and Qualifications ofDirectors) Rules 2014.

Declaration by Independent Directors

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves as the Independent Directors under the provisions of the Act.

9. COMMITTEES OF THE BOARD

The composition terms of reference and other details of all Board level committeeshave been elaborated in the report. Followings are the various Committee set by the Board;

1. Audit Committee

2. Stakeholders Relationship Committee

Nil

3. Nomination and Remuneration Committee

4. Working Group Committee

Mandatory Committees

a) Audit Committee

The Audit Committee has been constituted by the Board in compliance with Section 177 ofthe Companies Act 2013. The terms of reference of Audit Committee include review offinancial reporting systems ensuring compliance with statutory and regulatory provisionsdiscussions on financial results etc. Three Audit Committee meetings were held during theyear under review.

The Audit Committee consists of the following Directors: -

Name of the Director Designation in the Committee Nature of Directorship in the Company No. of meetings attended during the year
Mr. Ramachandran Nair Chairman Independent Director 3
Mr. Pradeep Tupe Member Independent Director 3
Mr. Sameer Gujar Member Managing Director 3

b) Stakeholders Relationship Committee

The Stakeholders Relationship Committee has been constituted by the Board pursuant tothe Section 178(5) of the Companies Act 2013. The Committee has been formed broadly forlooking into the Redressal of shareholders' and investors' complaints like transfer ofshares non-receipt of balance sheet issue of duplicate / split / consolidated sharecertificates etc.

One Stakeholders Relationship Committee meetings was held during the year under review.

The Stakeholders Relationship Committee consists of following Directors: -

Name of the Director Designation in the Committee Nature of Directorship in the Company No. of meetings attended during the year
Mr. Ramachandran Nair Chairman Independent Director 1
Mr. Pradeep Tupe Member Independent Director 1
Mr. Sameer Gujar Member Managing Director 1

During financial year 2016-17 there were no complaint(s) received from theShareholders.

c) Nomination and Remuneration Committee

Nomination and Remuneration Committee is constituted by the Board to determine theremuneration package of the executive directors of the Company appointment of directorsto the board etc. as per the provisions of Section 178 of the Companies Act 2013.

Two meetings of the Committee were held during the year under review.

The Nomination and Remuneration Committee consists of following Directors: -

Name of the Director Designation in the Committee Nature of Directorship in the Company No. of meetings attended during the year
Mr. Pradeep Tupe Chairman Independent Director 2
Ms. Pratibha Gujar Member Director 2
Mr. Ramachandran Nair Member Independent Director 2

Non-mandatory Committee d) Working Group Committee

The Working Group Committee is constituted by the Board to review day-to-day operationsof the Company suggest improvements in the working & overall business operations.

The Working Group Committee consists of following Directors.

Name of the Director Designation in the Committee Nature of Directorship in the Company
Ms. Pratibha Gujar Chairperson Director
Mr. Pradeep Tupe Member Independent Director
Mr. Sameer Gujar Member Managing Director

10. POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION AS PER SECTION 178(3)

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

11. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act2013 during the financial year were in the ordinary course of business and on an arm'slength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013 ("Act"). There were no materially significant transactions withthe related parties during the financial year which were in conflicts with the interest ofthe Company. Suitable disclosure as required by the Accounting Standard (AS 18) has beenmade in the notes to the Financial Statements. For further details kindly refer Annexure‘A' enclosed herewith as per the Act and Rules framed there under

None of the related party transaction(s) is in violation of the Act.

12. AUDITORS

STATUTORY AUDITORS

Pursuant to provisions of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 M/s. Bharat J Rughani & Co. Chartered Accountants Mumbai thestatutory auditors of the Company holds office till the conclusion of the ensuing AnnualGeneral Meeting of the Company. The Board has recommended the re-appointment of M/s.Bharat J Rughani & Co. Chartered Accountants Mumbai as the statutory auditors ofthe Company for a term of five consecutive years from the conclusion of the ensuingAnnual General Meeting till the conclusion of the 15th Annual General Meetingfor approval by shareholders of the Company based on the recommendation made by the AuditCommittee.

SECRETARIAL AUDITOR

Pursuant to the Provisions of Section 204(1) of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andother applicable provisions if any of the Companies Act 2013 Mr. Mahesh G. BaglaPracticing Company Secretary Pune (M. No. 21041) was appointed as the Secretarial Auditorof the Company for the financial year 2016-17 & 2017-18.

13. AUDITOR'S AND SECRETARIAL AUDITOR'S REPORT

Auditor's Report

Audit report submitted by Statutory Auditor contains qualified opinion in it.

Management's view:-

The Company has not made any estimate of fair value of assets during the year becauseno condition exist that may materially impact the valuation of Fixed Assets.

Accordingly no impairment loss has been recognized. However for the due satisfactionof the Auditor the Company will carry out estimation of recoverable value in FY 2017-18.

Secretarial Auditor's Report

Audit report submitted by Secretarial Auditor contains qualified opinion in it.

Management's view:-

The Secretarial Auditor in his Secretarial Audit Report has made certain observations /qualification(s). The Board has noted the same and it will make sure such irregularitiesdo not happen in the future. As far as appointment of KMPs is concerned the Company isnot able to find suitable person. However the Company is trying its best to comply withthe statutory requirement(s).

14. STATE OF THE COMPANY'S AFFAIRS

The Company is focusing on creating a line of high-end products that moved withhigh-quality precision movements and incorporated stunning designs that were works of artall by themselves. By refocusing Opal Clocks this once-floundering division is nowrecognized for its cutting-edge designs and state-of-the-art manufacturing processes. Theend result is a lifestyle-focused brand that delivers highly desirable timepieces for anystyle across the globe.

15. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL ("KMP") APPOINTED

OR RESIGNED DURING THE YEAR

In notice of last Annual General Meeting (AGM) of the Company held on 30th of September2016 Mr. Pardeep Kumar Sethi was proposed to be appointed as Nominee Director of IDBICapital Market Services Limited.

However the Company had received a communication letter dated 29th September 2016from IDBI Capital Market Services Limited withdrawing its nominee i.e. Mr. P. K. Sethifrom the Board of the Company. Simultaneously Mr. P. K. Sethi also tendered hisresignation in line with the nomination withdrawal letter. As such said agenda item wasabandoned and voting did not happen at the AGM.

Apart from above there is no change in the Directors and KMPs during the period underreview.

16. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES

The Company has its Wholly Owned Subsidiary ("100% Subsidiary" or"WOS") viz. Opal Luxury Products INC. in The United States of America. Inaccordance with Section 129(3) of the Companies Act 2013 a statement containing salientfeatures of the financial statements of the subsidiary company in Form AOC 1 is providedas an Annexure D' to this Board's Report.

17. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the financial year of the Company to whichthese financial statements relate and the date of the report.

18. RISK MANAGEMENT POLICY

The Company implemented an integrated risk management approach through which it reviewsand assesses significant risks on a regular basis to ensure that a robust system on riskcontrols and mitigation is in place.

Senior management periodically reviews this risk management framework to keep an updateand to address emerging challenges.

Risk management system followed by the Company is elaborately detailed in the MDA.

19. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Not applicable to your Company.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In conformity with the provisions of the Companies Act 2013 policy has been laid downto provide a mechanism for any concerned person of the company to approach Chairman of theAudit Committee for the purpose of dealing with instance of fraud and mismanagement ifany and also ensure that whistle blowers are protected from retribution whether within oroutside the organization.

22. ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Information under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ofCompanies (Accounts) Rules 2014 forming part of the Board's Report is as below: -

Conservation of Energy

Particulars Details
1. The steps taken or impact on conservation of energy The Company conserves energy at all levels by raising awareness within the organization about adverse impact of non-efficient energy use on the health as well as environment of the country on regular basis.
2. The steps taken by the Company for utilising alternate sources of energy The Company is in the course of assessing alternate source of energy suitable for its business and decision would be taken at the appropriate time.
3. The capital investment on energy conservation equipment's As per Financial Statements

Technology absorption

Particulars Details
1. The efforts made towards technology absorption The Company is assessing viable options in this segment.

 

2. The benefits derived like product improvement cost reduction product development or import substitution NA
3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): -
No. Particulars
1 The details of technology imported NA
2 The year of import NA
3 Whether the technology been fully absorbed NA
4 If not fully absorbed areas where absorption has not taken place and the reasons thereof NA
4. The expenditure incurred on Research and Development. As per Financial Statements

Foreign exchange earnings

Rs. 0.76 Lacs (previous year Rs. 4.88 Lacs).

Foreign exchange outgo As per Financial Statements.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

OR COURTS OR TRIBUNALS IMPACTING THE ‘GOING CONCERN' STATUS AND COMPANIESOPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts ortribunals impacting the ‘going concern' status and companies operations in future.

24. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

25. SHARES AND SECURITIES

BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

BONUS SHARES

No Bonus Shares were issued during the year under review.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

26. INSIDER TRADING CODE

The Securities and Exchange Board of India (SEBI) has promulgated the SEBI (Prohibitionof Insider Trading)

Regulations 2015 ("The PIT Regulations"). The object of The PIT Regulationsis to curb the practice of insider trading in the securities of a listed company.

The Company has adopted a ‘Code of Internal Procedures and Conduct for RegulatingMonitoring and Reporting of Trading by Insiders' ("the Code") in accordance withthe requirements of the PIT Regulations.

The Code is applicable to Promoters and Promoter's Group all Directors and suchDesignated Employees who are expected to have access to unpublished price sensitiveinformation relating to the Company.

27. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to Company's Policies the safeguarding ofits assets the prevention and detection of fraud error reporting mechanism the accuracyand completeness of the accounting records and timely preparation of reliable financialdisclosures.

28. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act the board of directors to the best of theirknowledge and ability confirms that:-

• In the preparation of the annual accounts for the financial year ended on 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures;

• The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year under review;

• The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

• The Directors have prepared the accounts for the financial year ended 31stMarch 2017 on a Going

Concern basis';

• The systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively;

• The proper internal financial controls were in place and that they were adequateand were operating effectively.

29. EXTRACT OF ANNUAL RETURN PROVIDED UNDER SUB-SECTION (3) OF SECTION 92

Extract of Annual Return in the prescribed Form No. MGT 9 is enclosed herewith andmarked as Annexure ‘B' of the report.

30. CAUTIONARY STATEMENT

Your Company has taken due caution while preparing this Board's Report (‘theReport'). The Report may contain futuristic or forward looking statements which themanagement believes them to be true to the best of their knowledge and belief. Howeveractual results may differ from those mentioned in the Report.

31. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the positiveco-operation received from the Governments and bankers. The Directors also wish to placeon record their deep sense of appreciation for the commitment displayed by all executivesofficers workers and staff of the Company resulting in the successful performance duringthe year. The Board also takes this opportunity to express its deep gratitude for thecontinued co-operation and support received from its valued shareholders.

The Directors express their special thanks to Mr. Sameer Gujar Managing Director forhis untiring efforts for the progress of the Company.

Place: Pune FOR AND ON BEHALF OF THE Date: May 29 2017 BOARD OFDIRECTORS

SAMEER GUJAR CHAIRMAN