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La Opala RG Ltd.

BSE: 526947 Sector: Industrials
NSE: LAOPALA ISIN Code: INE059D01020
BSE 00:00 | 19 Feb 198.10 0.30
(0.15%)
OPEN

202.35

HIGH

202.35

LOW

195.70

NSE 00:00 | 19 Feb 197.55 -2.40
(-1.20%)
OPEN

201.20

HIGH

201.20

LOW

196.55

OPEN 202.35
PREVIOUS CLOSE 197.80
VOLUME 121
52-Week high 332.50
52-Week low 188.05
P/E 30.52
Mkt Cap.(Rs cr) 2,199
Buy Price 195.00
Buy Qty 6.00
Sell Price 204.00
Sell Qty 1.00
OPEN 202.35
CLOSE 197.80
VOLUME 121
52-Week high 332.50
52-Week low 188.05
P/E 30.52
Mkt Cap.(Rs cr) 2,199
Buy Price 195.00
Buy Qty 6.00
Sell Price 204.00
Sell Qty 1.00

La Opala RG Ltd. (LAOPALA) - Director Report

Company director report

Your Directors have pleasure in presenting the 31st Annual Report together with theAudited

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 hasbeen an improvement in overall performance of the Company. The revenue from operationsincreased from RS 241.06 crores to H 25945 crores profit before . tax from H85.99 croresto H105.46 crores and profit after tax from H62.19 crores to H73.44 crores. The Companycontinued to perform consistently well inspite of difficulties faced in the domesticmarket on account of implementation of

GST (Goods and Services Tax) and fallout of demonetisation. During the period underreview the capacity of Sitarganj Plant and decal manufacturing plant was increased. Costreduction capacity expansion of distribution network improved packaging and product mixcontributed to overall better performance of the Company. Increase in overall consumptionof Opal Glass Tableware and visualising the growth potential of the opal ware market theCompany has decided to expand the production of Opal Glass Tableware by setting up a newunit at Sitarganj with the estimated project cost of H135 Crore.

The Company has adopted Indian Accounting Standard (Ind AS) prescribed under Section133 of the Companies Act 2013 read with the relevant rules issued thereunder w.e.f. 1stApril 2017. Accordingly Balance Sheet Statement of

Profit and Loss along with Cash Flow Statement and Notes to the Financial Statementhave been prepared in accordance with lnd AS notified under the Companies (lndianAccounting Standards) Rules 2015 as amended by the Companies (lndian AccountingStandards) (amendment) Rules 2016. The summarised results of the current year'sperformance are given hereunder: H In Lakh

Particulars Year ended 31st March'2018 Year ended 31st March'2017
1 Revenue from operations 25945.28 24105.62
2 Other Income 1327.67 1188.82
3 Total expenses before interest and depreciation 15265.29 15317.27
4 Finance Cost 83.52 133.80
5 Profit after Interest but before Depreciation 11924.14 9843.37
6 Depreciation 1378.05 1244.30
7 Profit before Taxation 10546.09 8599.07
8 Tax Expenses 3202.31 2380.46
9 Net Profit 7343.78 6218.61
10 Surplus Available 7343.78 6218.61
11 Total Comprehensive Income 8216.28 4937.17
12 Dividend and Others 1110.00 1015.00
13 Tax on Dividend 225.97 203.38
14 Transferred to General Reserve - 1000.00
15 Balance as per last year 18382.84 14382.61
16 Balance carried to Balance Sheet 24390.65 18382.84

Changes in Share Capital

During the year the following changes were effected in the Share Capital of yourCompany:

-a) Increase in Authorised Share Capital

The Authorised Share Capital of your Company was increased from Company 1500 lakhs toCompany 2220 lakhs divided in to

111000 000 Equity Share of RS 2/- each with effect from13th March 2018.

b) Issue of Bonus Shares

11 1000 000 Equity Shares of RS 2 each fully paid-up were issued as BonusShares in the proportion of 1(One) Bonus Shares of RS 2/- each for every 1 (One) fullpaid –up Equity Shares of RS 2/- each held on 23rd March 2018 being the RecordDate determined by the Board for the purpose. The bonus share were allotted on 24th March2018.

Dividend

Your Directors are pleased to recommend for consideration of shareholders at the 31stAnnual General Meeting payment of dividend of 55% i.e. H1.10 per share on equity sharesof the face value of RS 2 each (Previous year 100% i.e. RS 2 per share on equity shares ofthe face value of RS 2 each) for the year ended 31st March 2018. The Company has adopted aDividend Distribution Policy in accordance with the requirements of Regulation

43A of the SEBI (LODR) Regulations 2015. The same is available on the website of theCompany i.e. www.laopala.in

Transfer to reserves

Your Directors are proposing to transfer H1000 lakhs to General Reserves.

Internal control systems and their adequacy

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has appointed a firm of Chartered Accountant asInternal Auditor to ensure compliance and effectiveness of the

Internal Control Systems in place. The Audit Committee is regularly reviewing theInternal 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 anyof 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 StatutoryAuditors for a term of fiveyearsinthe30th Annual General

Meeting of the Company .

Explanation or comments on qualifications reservations or adverse remarks ordisclaimers made by the auditor

There were no qualifications reservations or adverse remarks made by the StatutoryAuditors.

Extract of Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 in Form No MGT 9 isfurnished in

“Annexure A' and is attached to this Report.

Conservation of Energy Technology

Absorption Foreign Exchange Earnings and Outgo

ect

The information pertaining to conservation of Energy Technology absorption Foreignexchange

Earnings and outgo as required under Section 134 (3)(m) of the Companies Act 2013 readwith 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 socialresponsibility initiatives

The Company has developed and implemented the Corporate Social Responsibilityinitiatives as per the provision of section 135 of Companies Act 2013 and the Rules madethereunder. The Annual Report on Company's CSR activities of the Company is furnished in‘Annexure C' 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 inrespect to this are being covered under the Corporate Governance report under the headingDisclosures. 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 052018. In terms of the provision of Section 161(1) of the Companies

Act 2013 Prof. Santanu Ray would hold office up the date of ensuing Annual GeneralMeeting. Brief resume of the Additional Director is included in the Notice convening theAnnual General Meeting Mr. G Narayana (DIN 00020575) resigned due to health issues asDirector w.e.f 26th August 2017 during the financial year2017-18. Mr. G Narayana has beenassociated with the Company for more than 20 years. He will be remembered for valuableservices rendered over the years by providing necessary advice guidance and motivation tothe 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 ViceChairman of the Company with effect from 1st April 2018. Mr. Ajit Jhunjhunwala (DIN:00111872) Jt. Managing Director of the Company has been designated as eff ManagingDirector of the Company with from 1st April 2018.

Key Managerial Personnel (KMP)

The following managerial personnel are Key Managerial Personnel (KMP): Mr. SushilJhunjhunwala (DIN: 00082461)

Executive Vice Chairman

Mr. Ajit Jhunjhunwala (DIN: 00111872) Managing Director 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 Directorsapply to our Company. The Independent Directors have submitted their disclosures to theBoard that they fulfill all the requirements as stipulated in Section 149(6) of theCompanies Act 2013 so as to qualify themselves to be appointed as Independent Directorsunder 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 (ListingObligations And Disclosure Requirements) Regulations 2015 the Board has carried out anannual performance evaluation of its own performance executive and non-executiveDirectors individually. The detail on the same is given in the Corporate GovernanceReport.

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 AuditCommittee comprises of total 3 members. Due to resignation of Mr. G Narayana during theyear 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 thereporting period.

Managerial Remuneration Committee

Pursuant to section 178(1) of The Companies Act 2013 the Nomination and RemunerationCommittee 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. ArunChuriwal 3) Mr. Subir Bose

Details of the ratio of the remuneration of each director to the median employee'sremuneration 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 inAnnexure 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 appointmentof Directors Senior Management and their remuneration including criteria for determiningqualificationspositive attributes independence of Directors and other matters as persection 178 of Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations AndDisclosure 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 mechanismfor 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 thewebsite of the Company i.e. www.laopala.in.

Particulars of loans guarantees or investments made under section 186 of the CompaniesAct 2013

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

Related party transactions

The particular of Contracts or Arrangement made with the related parties pursuant tosection 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 FinancialStatements.

Investors Education and Protection Fund (IEPF)

Pursuant to Investor Education and Protection Fund (Uploading of Information regardingunpaid 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 theCompanies Act 2013 on its website and also in the website of the Ministry of CorporateAffairs (MCA) in the relevant from every year.

The members who have not claimed their dividends may approach the Company's sharetransfer agents and claim the same. Members may note that dividends which remain unclaimedfor a period of seven years from the date of transfer to the Company's unpaid dividendaccount will as per Section 124 of the Companies Act 2013 be transferred to theInvestor 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 SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every Company has to set up anInternal Complaints Committee to look into complaints relating to sexual harassment atwork place of any women employee. Your Company has adopted a policy for prevention ofSexual Harassment of Women at Workplace and has constituted a Committee for implementationof 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 inbuilding the best-in-class team led by exceptional professionals.

Over the years the Company has been nurturing a meritocratic empowering and caringculture that encourages excellence. Company nurtures talents by providing its peopleopportunities to sharpen their capabilities. Company encourages innovation lateralthinking 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 hasappointed M/S Drolia and Company Company Secretaries Kolkata to undertake theSecretarial Audit of the Company. The details forming part of Secretarial

Audit report in FORM MR-3 is enclosed herewith as Annexure G for financial year2017-18. There are no reservations qualification adverse remark or disclaimer containedin the Secretarial Audit Report.

Business Reponsibility Report

Your Company forms part of the Top 500 listed companies of India and is mandatorilyrequired to provide a Business Responsibility Report as part of the Annual Report inaccordance with the Regulation 34(2)(f) of SEBI (LODR) Regulations 2015 read with SEBICircular No. CIR/CFD/ CMD/10/2015 dated 4 November 2015. The “Business ResponsibilityReport” (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

Accountants Kolkata confirming the compliances to conditions of Corporate Governanceas stipulated in SEBI (Listing Obligations &

Disclosure Requirements) Regulations 2015 form part of the Annual Report.

Business Risk Management ectively; and

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 processto help identify assess and manage risks pursuant to section 134(3) (n) of The CompaniesAct 2013 and Regulation 21 of SEBI

(Listing Obligations & Disclosure Requirements)

Regulations 2015. The policy and process has been in place throughout the reportingperiod. The Risk Management Process passed through a rigorous discussion to assess therelative profile of each risk and also designated management person to supervise andmonitor risk in respective areas. The suggestions of the Internal Auditors are also takeninto 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 theBoard hereby submits its responsibility Statement:—(a) in the preparation of theannual accounts for the year ended 31st March 2018 the applicable

IND Accounting Standards had been followed and there are no material departures fromthe same; (b) the Directors had 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 as at 31st March 2018 at the end of the financial year and of the profit andloss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;ofAuditorsM/sSinghi&Co. Chartered (d) the Directors had prepared the annual accountson a going concern basis; and

(e) the Directors had laid down internal financial controls to be followed by theCompany and controls that such are internal financial adequate and were operating

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Acknowledgement

The Directors express their grateful appreciation of the assistance and cooperationextended by

Banks various Governments and other agencies shareholders and the suppliers andsolicits their continued support. Your Directors also wish to place on record their deepsense of appreciation of the devoted services of the Executives and workers of theCompany for another year of successful operation.

By Order of the Board

A.C. Chakrabortti

Place: Kolkata DIN:00015622 Date: 30th May 2018 Chairman