Your Company's Directors are pleased to present the 32nd Annual Report ofthe Company along with Audited Financial Statements for the financial year ended 31stMarch 2019.
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'2019 ||For the Year ended 31st March'2018 |
|1 Revenue from operations ||27809.77 ||25945.28 |
|2 Other Income ||1739.81 ||1327.67 |
|3 Total expenses before interest and depreciation ||16573.58 ||15265.29 |
|4 Finance Cost ||68.19 ||83.52 |
|5 Profit after Interest but before Depreciation ||12907.81 ||11924.14 |
|6 Depreciation ||1645.59 ||1378.05 |
|7 Profit before Taxation ||11262.22 ||10546.09 |
|8 Tax Expenses ||3858.69 ||3202.31 |
|9 Profit after Taxation ||7403.53 ||7343.78 |
|10 Profit Available for Appropriation ||7403.53 ||7343.78 |
|11 Re-measurement of gain/(loss) (Net of tax) ||(58.06) ||(10.87) |
|12 Dividend and Others ||1221.00 ||1110.00 |
|13 Tax on Dividend ||250.98 ||225.97 |
|14 Transferred to General Reserve ||1000.00 ||1000.00 |
|15 Balance as per last year (Retained Earnings) ||23379.78 ||18382.84 |
|16 Balance carried forward to Balance Sheet ||28253.27 ||23379.78 |
2. STATE OF AFFAIRS/ REVIEW OF OPERATIONS
During FY 2018-19 your Company achieved Revenue from Operations of र 278.10 crores asagainst र 259.45 crores in FY 2017-18 profit before tax from र 105.46 crores to र 112.62crores and profit after tax from र 73.44 crores to र 74.04 crores.
In spite of increased competition in the domestic as well as export market the overallperformance of the Company can be considered as satisfactory. During the period underreview the Company has launched new products and designs which was well accepted in themarket. A new strategic thinking and action plan is being work out to ensure future growthand success.
3. SHARE CAPITAL
The Paid up Equity Share Capital as on 31st March 2019 stood at र 22.20crore. During the year under review the Company has neither issued shares withdi"erential voting rights /convertible warrant nor has granted any stock options orsweat equity. As on 31st March 2019 none of the Directors of the Company holdinstruments convertible into equity shares of the Company.
The Board of Directors of the Company recommended a payment of dividend of 60 % i.e.H1.20 per share on equity shares of the face value of र 2 each for the financial year ended31st March 2019 (previous year 2017-18: dividend र 1.10 per share on equityshares of the face value of र 2 each). The dividend subject to approval of members at theAnnual General Meeting will be paid within statutory period to those members whose namesappear in the register of members as on the date of book closure.
The Dividend Distribution Policy is available on the website of the Company atwww.laopala.in.
5. TRANSFER TO RESERVES
During the year under review र 1000 lakh was transferred to General Reserves fromRetained Earning.
6. TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to applicable provisions of the Companies Act 2013 (-Act") read with theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 (-IEPF Rules") all unpaid or unclaimed dividends are required to betransferred by the Company to the Investor Education and Protection Fund (-IEPF" or-Fund") established by the Central Government after completion of seven years fromthe date of dividend becoming unpaid / unclaimed. Further according to the Rules theshares in respect of which dividend has not been paid or claimed by the members for sevenconsecutive years or more shall also be transferred to the demat account created by theIEPF Authority.
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 financialyear as 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.
H1.87 lakhs of unpaid/unclaimed dividends were transferred during the year to the IEPF.
7. CHANGE IN THE NATURE OF BUSINESS IF ANY
During the period under review there was no change in the nature of business of theCompany.
8. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Company has sound internal financial controls commensurate to the size and natureof its business. The Board has adopted policies and procedures for ensuring the orderlyand ecient conduct of its business including adherence to the Company's policiessafeguarding of its assets prevention and detection of fraud error reporting mechanismsaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures. Your Company has in place adequate internal financial controlswith reference to financial statements. During the year such controls were tested and noreportable material weaknesses in the design or operation were observed.
Your Company has not invited or accepted any deposits from public under Chapter V ofCompanies Act 2013 during the financial year and as such no amount on account ofprincipal or interest on deposits from public was outstanding as on 31st March2019.
10. AUDITORS STATUTORY AUDITOR
The statutory auditor of your Company M/s Singhi & Co. Chartered AccountantsKolkata (Firm Registration No. 302049E) were appointed for a period of five years at the30th Annual General Meeting of the Company held on 26th August 2017.The Companies (Amendment) Act 2017 has waived the requirement for ratification of theappointment of statutory auditor by the shareholders at every Annual General Meeting.Hence the approval of the members is not being sought for the re-appointment of thestatutory auditor and in line with their resolution of appointment passed at the AnnualGeneral Meeting held on 26th August 2017 the statutory auditor will continueto hold o-ce till the conclusion of the 35th Annual General Meeting of theCompany. The statutory auditor have confirmed their eligibility and submitted thecertificate in writing that they are not disqualified to hold the o-ce of the statutoryauditor. The report given by the statutory auditor on the financial statements of theCompany is part of the Annual Report.
EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITOR
There is no qualification reservation adverse remark or disclaimer given by thestatutory auditor in their report.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
During the year under review there have not been any instances of fraud andaccordingly the Statutory Auditors have not reported any frauds either to the auditCommittee or to the Board under section 143 (12) of the Act.
COST RECORDS AND AUDIT
Under the Section 148 of the Companies Act 2013 the Central Government has prescribedmaintenance and audit of cost records vide the Companies (Cost Records and Audit) Rules2014 to such class of companies as mentioned in the Table appended to Rule 3 of the saidRules. CETA headings under which Company's products are covered are not included. Hencecost audit provisions are not applicable to the Company as of now.
The Board has appointed M/S Drolia and Company Company Secretaries Kolkata to carryout Secretarial Audit under the provisions of section 204 of the Act for the FinancialYear 2018-19. The Secretarial Auditor's Report (Form MR-3) to the members does not containany qualification or adverse remark and is annexed to this report marked as Annexure I.
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.
The Nomination and Remuneration Committee and the Board of Directors at theirrespective meetings held on 30th March 2019 have recommended and approved there-appointment of Shri Sushil Jhunjhunwala (DIN: 00082461) as Executive Vice Chairman ofthe Company for a further period of 5 years w.e.f. 1st October 2019 in terms ofthe provisions of the Companies Act 2013 subject to the approval of Members at thisensuing Annual General Meeting of the Company and all other statutory approvals.
Further the Nomination and Remuneration Committee and the Board of Directors at theirrespective meetings held on 30th March 2019 have recommended and approved there-appointment of Shri A.C. Chakrabortti (DIN: 00015622) whose first term as anIndependent Director of the Company will be expiring on 12th August 2019 andproposed to be re-appointed as Independent Director for second consecutive term for afurther period of 5 years w.e.f. 13th August 2019 upto 12th August2024 subject to the approval of Members at this ensuing Annual General Meeting of theCompany.
Further the Nomination and Remuneration Committee and the Board of Directors at theirrespective meetings held on 30th March 2019 have recommended and approved there-appointment of Shri Rajiv Gujral (DIN: 00409916) whose first term as an IndependentDirector of the Company will be expiring on 12th August 2019 and proposed to bere-appointed as Independent Director for second consecutive term for a further period of 5years w.e.f. 13th August 2019 upto 12th August 2024 subject to theapproval of Members at this ensuing Annual General Meeting of the Company.
The Board on the recommendation of the Nomination and Remuneration Committee of theBoard of Directors of the Company has appointed Smt. Mamta Binani (DIN: 00462925) as anAdditional (Non-Executive & Independent) Director of the Company with e"ect from1st April 2019 for a period of 5 years subject to the approval of the membersin the ensuing Annual General Meeting of the Company. The directors recommend theresolution for the appointment of Ms. Mamta Binani as Director on the Board of theCompany.
In accordance with the provisions of the Act and the Articles of Association of theCompany Shri. Ajit Jhunjhunwala (DIN: 00111872) and Smt. Nidhi Jhunjhunwala (DIN:01144803) Directors of the Company retire by rotation at the ensuing Annual GeneralMeeting and being eligible have o"ered themselves for 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 2015") and SS - 2 (SecretarialStandards on General Meetings) have been included in the Notice convening the 32nd AnnualGeneral Meeting of the Company. Your Directors recommend the Resolutions for yourapproval.
Due notices under Section 160 of the Companies Act 2013 have been received frommembers of the Company proposing the appointment of Smt. Mamta Binani and re-appointmentof Shri A.C. Chakrabortti and Shri Rajiv Gujral as Independent Directors of the Company atthis Annual General Meeting.
A brief resume of the above Directors proposed to be appointed and re-appointed formspart of the Notice of the ensuing Annual General Meeting.
All the Directors of the Company have confirmed that they are not disqualified frombeing appointed as directors in terms of Section 164 of the Companies Act 2013.
There was no change in the composition of the Board of Directors during the year underreview except as stated above.
12. DECLARATION OF INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149 (6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations2015.
13. KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company:
a. Mr. Sushil Jhunjhunwala (DIN: 00082461) Executive Vice Chairman
b. Mr. Ajit Jhunjhunwala (DIN: 00111872) Managing Director
c. Mrs. Nidhi Jhunjhunwala (DIN: 01144803) Executive Director
d. Mr. Alok Pandey Chief Financial Ocer (CFO) and Company Secretary
14. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance executive and non-executive Directorsindividually as well as the evaluation of the working of its committees. The detail on thesame is given in the Corporate Governance Report.
15. NUMBER OF MEETINGS OF THE BOARD
The Board met 6 times during the year details of which are given in the CorporateGovernance Report that forms part of this Annual Report. The intervening gap between themeetings was within the period prescribed under the Act and the SEBI (LODR) Regulations2015.
16. COMMITTEES OF THE BOARD
The Board has 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 are provided in the Corporate Governance Report.
17. POLICY ON NOMINATION & REMUNERATION
The policy on Nomination and Remuneration approved by the Nomination & RemunerationCommittee of your Company and which has been adopted by the Board of Directors is madeavailable on Company's website at www. laopala.in. The Board of Directors has framed apolicy which lays down a framework in relation to selection and appointment of DirectorsKey Managerial Personnel Senior Management of the Company and their remunerationincluding criteria for determining qualifications positive attributes independence ofDirectors and other matters as per section 178 of Companies Act 2013 and Regulation 19 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
18. 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 AccountantsKolkata (Firm Registration No. 302049E) confirming the compliances to conditions ofCorporate Governance as stipulated in SEBI (Listing Obligations and DisclosureRequirements) Regulations2015 forms an integral part of this Report.
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company asstipulated under Regulation 34(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is provided in a separate section and forming part ofthis Annual Report. The financials of the Company have been prepared in accordance withIndian Accounting Standards (IND AS).
20. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) (c) and 134(5) of the Companies Act2013 with respect to Directors' Responsibility Statement it is hereby confirmed:
(a) in the preparation of the annual accounts for the year ended 31st March2019 the applicable Accounting Standards read with requirements set out under ScheduleIII to the Act have been followed and there are no material departures from the same;
(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2019 and ofthe profit of the Company for the year ended on that date;
(c) the Directors have 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;
(d) the Directors have prepared the annual accounts on a going concern' basis;
(e) the Directors have laid down internal financial controls to be followed by 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.
21. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In compliance with the Listing Regulations Whistle Blower Policy has been implementedas a mechanism for Directors and employees to report concerns about unethical behavior oractual or suspected fraud of all kinds including alleged fraud by or against the Companyabuse of authority whether made by a named complainant or anonymously. The Policy isavailable on the Company's website at www.laopala.in under -Investors" Section. Thefunctioning of the Vigil mechanism is reviewed by the Audit Committee from time to time.No complaint under this head has been received by the Company during the year.
22. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is annexed as Annexure II and is attached tothis Report. The Annual Return of the Company as required under the Companies Act 2013will be available on the website of the Company at www.laopala.in.
23. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the Financial Year the Company has complied with all the applicable provisionsof Secretarial Standards issued by the Institute of Company Secretaries of India.
24. 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 listing fee for the year 2019-20 has already been paidto the respective stock exchanges.
25. SUBSIDIARIES ASSOCIATES & JOINT VENTURE
During the year under review your Company does not have any subsidiary joint ventureand associate Company.
26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE BY THE COMPANY
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.
27. RELATED PARTY TRANSACTIONS
The particular of Contracts or Arrangement made with the related parties pursuant tosection 188 are furnished in Annexure III (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.
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 www. laopala.in.
28. 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 of the Company and its futureoperations.
29. MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF THIS REPORT
Except as disclosed elsewhere in this report there have been no material changes andcommitments which can affect the financial position of the Company occurred between theend of the financial year of the Company and date of this report.
30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT(R&D) AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars 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 Rule 8(3) of the Companies (Accounts) Rules 2014 areprovided as Annexure IV and is attached to this report.
31. CORPORATE SOCIAL RESPONSIBILITY
As a part of its initiative under the -Corporate Social Responsibility" (CSR)drive the Company has undertaken projects in the area of eradicating hunger preventivehealth care water conservation environment sustainability women empowerment girlseducation child development and enhancing vocational skills. These projects are inaccordance with Schedule VII of the Companies Act 2013 and the Company's CSR policy. TheCSR Policy is available on the website of the Company at www.laopala.in. The Report on CSRactivities as required under the Companies (Corporate Social Responsibility Policy) Rules2014 is annexed to this reports as Annexure V.
32. 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 VI.
33. PARTICULARS OF EMPLOYEES
Details of employee remuneration as required under Section 197 of the Act and Rule 5(2)& 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is attached as an Annexure VII.
34. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company has always believed in providing a safe supportive friendly andharassment free workplace environment for every individual working and associating withthe Company through various interventions and practices. The Company always endeavors tocreate and provide an environment that is free from discrimination and harassmentincluding sexual harassment.
The Company has in place a policy for prevention of Sexual Harassment in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy. An Internal Complaints Committees have been framed to redresscomplaints received regarding sexual harassment. During the year under review the Companyhas not received any compliant from any employee related to sexual harassment.
35. 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.
36. BUSINESS REPONSIBILITY REPORT
Your Company forms part of the Top 500 listed companies of India and is mandatorilyrequired to provide a Business Responsibly 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 4th November 2015. The -BusinessResponsibility Report" (BRR) of the Company for FY 2018-19 is forming part of theAnnual Report.
37. RISK MANAGEMENT
Your Company has set up a Risk Management Committee. The Company has also adopted aRisk Management Policy which is hosted on the Company's website www.laopala.in. YourCompany believes that managing risks helps in maximizing returns. The main objective ofthis policy is to ensure sustainable business growth with stability and to promote apro-active approach in reporting evaluating and mitigating risks associated with thebusiness. The policy establishes a structured and disciplined approach to Risk Managementin order to guide decisions on risk related issues. In today's challenging and competitiveenvironment strategies for mitigating inherent risks associated with business and foraccomplishing the growth plans of the Company are imperative. The Board periodicallyreviews the risks and suggests steps to be taken to control and mitigate the same througha properly defined frame work.
The Board wishes to place on record its sincere appreciation of the eorts put in bythe employees at all levels for achieving encouraging results under dicult conditions.The Board also wishes to thank the members distributors vendors customers bankersgovernment and all other business associates for their continued support during the year.
| ||For and on behalf of the Board |
| ||A. C. Chakrabortti |
|Place: Kolkata ||Chairman |
|Date: 11th May 2019 ||DIN: 00015622 |