The Directors present the 34th Annual Report of La Opala RG Limited (the Company)along with Audited Financial Statements for the financial year ended 31st March 2021.
1. FINANCIAL RESULTS
The Financial Results of the Company for the year under review are as under: -
|Sl. No. Particulars ||For the Year ended 31st March' 2021 ||For the Year ended 31st March' 2020 |
|1. Revenue from operations ||21127.82 ||27001.37 |
|2. Other Income ||807.93 ||1669.05 |
|3. Total expenses before interest and depreciation ||14288.65 ||16551.32 |
|4. Finance Cost ||25.37 ||57.45 |
|5. Profit after Interest but before Depreciation ||7621.74 ||12061.65 |
|6. Depreciation ||1223.02 ||1596.77 |
|7. Profit before Taxation ||6398.72 ||10464.88 |
|8. Tax Expenses ||1441.32 ||2037.95 |
|9. Profit after Taxation ||4957.40 ||8426.93 |
|10. Profit Available for Appropriation ||4957.40 ||8426.93 |
|11. Re-measurement of gain/(loss) (Net of tax) ||29.39 ||(45.15) |
|12. Dividend and Others ||- ||2664.00 |
|13. Tax on Dividend ||- ||547.60 |
|14. Transferred to General Reserve ||- ||1000.00 |
|15. Balance as per last year (Retained Earnings) ||32423.45 ||28253.27 |
|16. Balance carried forward to Balance Sheet ||37410.24 ||32423.45 |
2. STATE OF COMPANY'S AFFAIRS (OVERALL PERFORMANCE)
During FY 2020-21 your Company achieved Revenue from Operations H 211.28 crores asagainst H 270.01 crores profit before tax H 63.99 crores as against H104.65croresandprofitaftertaxH49.57croresasagainst H 84.27 crores in comparison with theFY 2019-20 The last year operations in the F.Y. 2020-21 has been affected by Covid-19pandemic.
3. IMPACT OF COVID-19
The outbreak of Corona virus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. The Company's operations andrevenue during the period were also impacted due to COVID-19.
The Company has made detailed assessment of its liquidity position for a period of atleast one year from the balance sheet date of the recoverability and carrying values ofits assets comprising property plant and equipment Intangible Assets Trade ReceivablesInventory Investments other current and non-current assets and ability to pay itsliabilities as they become due and effectiveness of internal
financial controls at the balance sheet date and has concluded that there are nomaterial impact or adjustments required in the financial statements and does notanticipate any challenge in the Company's ability to continue as a going concern. Theimpact of the pandemic may be different from that estimated as at the date of approval ofthese results and the management continues to closely monitor any material change tofuture economic condition.
4. SHARE CAPITAL
The Paid up Equity Share Capital as on 31st March 2021 was H 22.20 crores and therehas been no change in the capital structure of the Company. During the year under reviewthe Company has neither issued shares with differential voting rights / convertiblewarrant nor has granted any stock options or sweat equity. As on March 31 2021 none ofthe Directors of the Company hold instruments convertible into equity shares of theCompany. 5. DIVIDEND
The Board of Directors of the Company recommended a payment of dividend of 75% i.e. H1.50 per share on equity shares of the face value of H 2 each for the
financial year ended 31st March 2021 (previous year 2019-20: Interim dividend H 1.20per share on equity shares of the face value of H 2 each). The dividend subject toapproval of members at the Annual General Meeting will be paid within statutory periodto those members whose names appear in the register of members as on the date of bookclosure.
The Dividend Distribution Policy is available on the website of the Company athttps://laopala.in/policies.php.
6. TRANSFER TO RESERVES
There was no transfer to General Reserves during the year under review.
7. TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the IEPFRules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears. Further according to the IEPF Rules the shares on which dividend has not beenpaid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account of the IEPF Authority. During the year the Company hastransferred the unclaimed and unpaid dividends of H 382806 for the financial year endedMarch 31 2013. Further 45720 corresponding shares on which dividends were unclaimed forseven consecutive years were transferred as per the requirements of the IEPF Rules.
Members/claimants whose shares and/or unclaimed dividend have been transferred to theIEPF Demat Account or the Fund as the case may be may claim the shares or apply forrefund by making an application to the IEPF authority in Form IEPF-5 (available onhttp://www.iepf.gov.in) along with requisite fee as decided by the IEPF authority fromtime to time. The member/claimant can file only one consolidated claim in a financial yearas per the IEPF Rules.
Details of shares/shareholders in respect of which dividend has not been claimed areprovided on our website at www.laopala.in. The shareholders are encouraged to verify theirrecords and claim their dividends of all the earlier seven years if not claimed.
8. CHANGE IN THE NATURE OF BUSINESS IF ANY
During the period under review there was no change in the nature of business of theCompany.
In terms of the provisions of Section 73 to 76 of the Act read with the relevant rulesmade there under your Company has not accepted any deposit from the public.
10. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Company has an adequate system of internal control procedures which is commensuratewith the size and nature of its business. Detailed procedural manuals are in place toensure that all the assets are protected against loss and all transactions are authorizedrecorded and reported correctly. The internal control system of the Company is monitoredand evaluated by internal auditors and their audit reports are reviewed by the AuditCommittee of the Board of Directors. The observations and comments of the Audit Committeeare placed before the Board.
As per the provisions of the Act the Company appointed M/s Singhi & Co. CharteredAccountants Kolkata (Firm Registration No. 302049E) as the Statutory Auditors of theCompany for a period of five years commencing from the conclusion of 30th Annual GeneralMeeting of the Company held on 26th August 2017.
STATUTORY AUDITORS' OBSERVATIONS
The notes on financial statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report is anun-modified report and does not contain any qualification report of fraud reservationadverse remark or disclaimer and do not call for any further comments.
In accordance with the provisions of Section 148 of the Companies Act 2013 theCentral Government has prescribed maintenance and audit of cost records vide the Companies(Cost Records and Audit) Rules 2014 to such class of companies as mentioned in the Tableappended to Rule 3 of the said Rules. CETA headings under which Company's products arecovered are not included. Hence cost audit provisions are not applicable to the Companyas of now.
The provisions of Section 204 of the Companies Act 2013 mandates Secretarial Audit ofthe Company by a Company Secretary in Practice. The Board in its meeting held on June 302020 appointed M/S Drolia & Company Company Secretaries Kolkata as the SecretarialAuditor for the financial year ending March 31 2021. The Secretarial Auditor's Report forthe financial year ending March 31 2021 is annexed to the Boards' Report as Annexure I.There is no qualification reservation adverse remark or disclaimer in the said reportand do not call for any further comments.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
During the year under review neither the Statutory Auditors nor the secretarialauditors have reported to the Audit Committee or the Board under section 143(12) of theCompanies Act 2013 any instances of fraud committed against the Company by its officersor employees the details of which would need to be mentioned in the Board's report.
Pursuant to Section 138 of the Companies Act 2013 read with The Companies (Accounts)Rules 2014 the Company has appointed M/s. Doshi Chatterjee Bagri & Co. LLP as theInternal Auditors of the Company. The role of internal auditors includes but not limitedto review of internal audit observations and monitoring of implementation of correctiveactions required reviewing of various policies and ensure its proper implementationreviewing of SOPs and their amendments if any.
In terms of Articles of Association of the Company Shri Ajit Jhunjhunwala (DIN:00111872) and Smt. Nidhi Jhunjhunwala (DIN: 01144803) Directors of the Company retire byrotation at the ensuing Annual General Meeting and being eligible have offered themselvesfor re-appointment.
Details of each of the Directors proposed to be reappointed at the ensuing AnnualGeneral Meeting as required by Regulation 36(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI (LODR) Regulations 2015") andSS-2 (Secretarial Standards on General Meetings) have been included in the Noticeconvening the 34th Annual General Meeting of the Company. Your Directors recommend theResolutions for your approval.
During the year Shri A.C. Chakrabortti Chairman resigned from the Board of Directorsof the Company with effect from August 14 2020 due to age factor. The Board expressed itsgratitude for the invaluable contribution made by Shri A. C. Chakrabortti Chairman duringhis period of association with the Company.
Whereas subsequent to the resignation of Shri A. C. Chakrabortti Chairman from theBoard of Directors of the Company the Board nominated Shri Sushil Jhunjhunwala asChairman of the Company w.e.f August 14 2020.
Except stated above there is no change in the composition of the Board of Directorsduring the year under review.
13. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) & 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
14. KEY MANAGERIAL PERSONNEL
The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and section 203 of the Companies Act 2013 read with the Rulesframed thereunder: a. Mr. Sushil Jhunjhunwala (DIN: 00082461) Chairman b. Mr. AjitJhunjhunwala (DIN: 00111872) Managing Director c. Mrs. Nidhi Jhunjhunwala (DIN:01144803) Executive Director d. Mr. Alok Pandey Chief Financial Officer (CFO) and e.Mrs. Kanchan P Jaiswal Company Secretary (CS) w.e.f October 1 2020 Mrs. Kanchan PJaiswal (ACS No. A38107) being appointed as the Company Secretary of the Company in placeof Mr. Alok Pandey who shall continue to act as the Chief Financial Officer of theCompany with effect from October 1 2020.
15. BOARD EVALUATION
The Nomination & Remuneration Committee of the Board of Directors had laid down thecriteria for evaluation of the performance of the Board as a whole the Directorsindividually as well as the evaluation of the working of the Committees of the Board.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual Directors pursuant to the provisions of the Companies Act2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended.
The process for Board evaluation is inclusive of the following:
The Board evaluates the performance of the
Independent Directors excluding the Director being evaluated;
The Nomination & Remuneration Committee evaluates the performance of each Director;
The Independent Directors evaluate the performance of the Non Independent Directorsincluding the Chairperson of the Company taking into account the views of the Executiveand Non-Executive Directors and the Board as a whole;
Performances of the Committees of the Board are also evaluated.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
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 above criteria are broadly based on theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.
In a separate meeting of independent directors performance of non-independentdirectors the Board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors. The Board and theNomination and Remuneration Committee reviewed the performance of individual directors onthe basis of criteria such as the contribution of the individual director to the board andcommittee meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc.
At the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the Board its Committeesand individual directors was also discussed. Performance evaluation of IndependentDirectors was done by the entire Board excluding the independent director beingevaluated.
16. BOARD MEETINGS
The Board met 5 times during the year ended March 31 2021 on June 9 2020 June 302020 August 14 2020 November 12 2020 and February 12 2021. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013 andthe SEBI (LODR) Regulations 2015 as amended. The details of the Board Meetings heldduring the F.Y. 2020-21 have been furnished in the Corporate Governance Report formingpart of this Annual Report.
17. COMMITTEES OF THE BOARD
As on March 31 2021 the Board had the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
The details of the Committees along with their composition number of meetings held andattendance at the meetings is provided in the Corporate Governance Report.
18. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
A Nomination and Remuneration Policy formulated and adopted by the Board of Directorspursuant to the provisions of Section 178 and other applicable provisions of the CompaniesAct 2013 and Rules thereto inter alia define the Companies policy on Directors'appointment and remuneration by the Nomination and Remuneration Committee.
The said policy may be referred to at the Company's websitehttps://laopala.in/policies.php
19. CORPORATE GOVERNANCE
A separate report on Corporate Governance practices followed by the Company togetherwith a Certificate from the Company's Auditors M/s Singhi & Co. Chartered Accountants(Firm Registration No. 302049E) confirming the compliances to conditions of CorporateGovernance as stipulated under Schedule V (E) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended is annexed.
20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis Reporton the operations of the Company is set out in this Annual Report.
21. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act 2013the Directors state that: (a) In the preparation of the annual accounts for the year endedMarch 31 2021 the applicable Indian Accounting Standards read with requirements set outunder Schedule III to the Act have been followed and there are no material departuresfrom the 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 March 31 2021 andof the profit of the company for that period; (c) The Directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; (d) The Directors have prepared the annualaccounts on a going concern' basis;
(e) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(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.
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy and has established the necessary vigilmechanism for directors and employees in confirmation with Section 177(9) of the Act andRegulation 22 of the Listing Regulations to report concerns about unethical behaviour.The Policy is available on the Company's website at www.laopala.in under"Investors" Section. The functioning of the Vigil mechanism is reviewed by theAudit Committee from time to time. No complaint under this head has been received by theCompany during the year.
23. ANNUAL RETURN
As required under Section 92 of the Companies Act 2013 the Annual Return for thefinancial year 2021 is available on the website of the Company. https://laopala.in/other-investor-information.php
24. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the Financial Year the Company has complied with all the applicable mandatoryprovisions of Secretarial Standards issued by the Institute of Company Secretaries ofIndia.
25. LISTING WITH STOCK EXCHNAGES
The Company's Equity Shares are listed on National Stock Exchange of India Ltd. (NSE)and Bombay Stock Exchange Limited (BSE). Necessary stock exchange regulations are compliedwith from time to time. Applicable Annual listing fee has already been paid to therespective stock exchanges within the specified timeline.
26. SUBSIDIARY/ ASSOCIATES/ JOINT VENTURE COMPANIES
The Company does not have any subsidiary / associate / joint venture Company for theyear ended March 31 2021.
27. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE BY THE COMPANY
The Company has not given any loan guarantees or made any investments prescribed underSection 186 of the Companies Act 2013 during the year under review and hence the saidprovision is not applicable.
28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The information on transactions with related parties pursuant to Section 134(3)(h) ofthe Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given in AnnexureII in Form No. AOC-2 and the same forms part of this report. The same have also beendisclosed under Note No 44 of the Notes to the Financial Statements.
In conformity with the requirements of the Act read with SEBI (LODR) Regulations2015 the policy to deal with related party transactions is also available on Company'swebsite at https://laopala.in/policies.php
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the Regulators or Courts orTribunals that would impact the going concern status and the Company's operations infuture.
30. MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF THIS REPORT
Except as disclosed elsewhere in this report there have been no material changes andcommitments which can affect the financial position of the Company occurred after theclosure of the financial year till the date of this report.
31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT(R&D) AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 is attached and forms apart of this Report marked as Annexure III.
32. CORPORATE SOCIAL RESPONSIBILITY
As a part of its initiative under the "Corporate Social Responsibility" (CSR)drive the Company has undertaken projects in the area of promoting education preventivehealth care disaster management animal welfare women empowerment environmentsustainability girl's education child development and promoting rural sports. Theseprojects are in accordance with Schedule VII of the Companies Act 2013 and the Company'sCSR policy. The CSR Policy is available on the website of the Company athttps://laopala.in/policies.php. The Report on CSR activities as required under theCompanies (Corporate Social Responsibility Policy) Rules 2014 is annexed to this reportsas Annexure IV.
33. DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014
The information required pursuant to Section 197 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company and Directors is attached as Annexure V.
34. PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with Rule 5(2) & 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isattached as an Annexure VI.
35. DISCLOSURE UNDER SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules made there under your Company has in placea policy for Prevention of Sexual Harassment of Women at Workplace and constituted anInternal Complaints Committees (ICC). No complaint has been raised from any employeerelated to sexual harassment during the year ended March 31 2021.
36. HUMAN RESOURCE
For La Opala RG Ltd its people are its strongest asset. The Company takes pride in thecommitment competence and dedication of its employees in all areas of the business. TheCompany invests in building the best-in-class team led by exceptional professionals. Overthe years the Company has been nurturing a meritocratic empowering and caring culturethat encourages excellence. Company nurtures talents by providing its people opportunitiesto sharpen their capabilities. Company encourages innovation lateral thinking andmulti-skilling and prepares its people for future leadership roles.
37. BUSINESS REPONSIBILITY REPORT (BRR)
The Listing Regulations mandate the inclusion of the BRR as part of the Annual Reportfor the top 1000 listed entities based on market capitalization. Your Company forms partof the Top 1000 listed companies of India and is mandatorily required to provide aBusiness Responsibly Report as part of the Annual Report in accordance with the Regulation34(2)(f ) of the SEBI (LODR) Regulations 2015 read with SEBI Circular No.CIR/CFD/CMD/10/2015 dated
4 November 2015. In compliance with the Listing Regulations we have integrated BRRdisclosures into our Annual Report for FY 2020-21.
38. RISK MANAGEMENT
The Board of Directors of the Company has formed a Risk Management Committee to frameimplement and monitor the risk management plan for the Company. The policy on RiskManagement is hosted on the Company's website https://laopala.in/policies. php. TheCommittee is responsible for monitoring and reviewing the risk management plan andensuring its effectiveness. The Audit Committee has additional oversight in the area offinancial risks and controls. The major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. Thedevelopment and implementation of risk management policy has been covered in theManagement Discussion and Analysis which forms part of this report.
The Directors take this opportunity to thank the Company's employees customersmembers distributors vendors bankers government and all other business associates fortheir consistent support and encouragement to the Company.
The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.
| ||For and on behalf of the Board |
| ||Sushil Jhunjhunwala |
|Place: Kolkata || |
|Date: May 25 2021 ||DIN: 00082461 |