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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 are pleased to share with you the report ofbusiness and operations along with the Audited Financial Statements of your Company(‘the Company' or ‘Opal') for the financial year ended 31st March2018.

The consolidated performance of the Company and its subsidiaries hasbeen referred to wherever required.

RESULT OF OUR OPERATIONS

The financial performance of the Company during FY 2017-18 is presentedbelow:

1. FINANCIAL RESULTS

(Rs. In Lacs)

STANDALONE

CONSOLIDATED

PARTICULARS

Year ended 31.03.2018

Year ended 31.03.2017

Year ended 31.03.2018

Year ended 31.03.2017

Turnover / Income (Gross)

1259.41

2339.23

1259.41

2339.46

Turnover/Income(Net)

1259.41

2339.23

1259.41

2339.46

Other Income

6.05

4.94

6.05

4.94

Total Expenditures

1329.7

2160.63

1271.81

2168.3

Interest and Finance Cost

238.28

195.41

238.44

195.76

Depreciation

367.98

345.69

367.98

345.69

Profit Before Tax

(670.50)

(357.55)

(612.78)

(3.69)

Tax Expenses
Current Tax

-

-

-

-

MAT Credit

-

-

-

-

Differed Tax Liability

-

(32.09)

-

(32.08)

Tax for earlier year

0.61

6.72

0.61

6.72

MAT Credit for earlier year

-

(2.26)

-

(2.25)

Profit After Tax

(671.11)

(329.94)

(613.38)

(331.00)

Balance Brought forward from last year

861.84

1191.77

809.99

1151.75

Profit Available for Appropriation

190.73

861.84

196.61

809.99

Appropriations

190.73

861.84

196.61

809.99

Dividend

-

-

-

-

Balance Carried over to Balance sheet

190.73

861.84

196.61

809.99

Earnings Per Share

(19.98)

(9.82)

(18.26)

(10.17)

(Basic & Diluted)
Number of Shares*

3358818

3358818

3358818

3358818

*denote number of shares shown in actual numbers.

Figures of previous year have been regrouped wherever necessary. Equityshares are at par value of Rs. 10/- per share.

2. TRANSFER TO RESERVES

The Company proposes to transfer an entire amount of loss to theGeneral Reserves. An amount of Rs. NIL is proposed to be retained in the Statement ofProfit and Loss.

3. REVENUES

Standalone

During the financial year 2017-18 revenue from operations onstandalone basis decreased to Rs. 1259.41 Lacs as against Rs. 2339.23 Lacs in the previousyear.

Consolidated

During the financial year 2017-18 revenue from operations onstandalone basis decreased to Rs. 1259.41 Lacs as against Rs. 2339.23 Lacs in the previousyear.

4. PROFITS/LOSSES

Our Loss on standalone basis amounted to Rs.671.11 Lacs as against Rs.329.94 Lacs in the previous year. The Expenditure incurred during the financialyear under review is Rs. 1935.96.

Our Loss on consolidated basis amounted to Rs.613.38 Lacs as againstRs. 342.82 Lacs in the previous year. The Expenditure incurred during the financial yearunder review is Rs. 1878.23 Lacs.

5. SHARE CAPITAL

The total paid-up Equity Share Capital as at 31st March 2018 stood atRs. 33588180/-comprising of 3358818Equity Shares having a par value of Rs. 10/- each.During the year under review the Company has not issued shares with differential votingrights.

6. NUMBER OF BOARD MEETING

During the year 5 (Five) Board Meetings were convened and held.Details of the meetings of the Board of Directors convened during the financial year2017-18 will be covered in e-form MGT – 7 which will be filed with the concernedRegistrar of Companies as per Section 92 of the Companies Act 2013. Members who want toaccess this information shall contact at the registered office address of the Company.

Sr. No.

Date of Board Meeting

1.

29th May 2017

2.

31st August 2017

3.

12th October 2017

4.

14th November 2017

5.

01st March 2018

7. BOARD DIVERSITY

The Company recognises and embraces the importance of a diverse boardin its success. We believe that a truly diverse board will leverage differences inthought perspective knowledge skill regional and industrial experience that will helpus retain our competitive advantage.

8. 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 Act2013. The total strength of the Board is of four (4) Directors at the end of the FinancialYear ("FY") 2017-18. Further the Board comprises of two IndependentDirectors pursuant to the Section 149(4) of the Companies Act 2013 and Rules made thereunder ("Act").

Following are the Directors associated with the Company as on 31stMarch 2018:-

I. Mr. Sameer Gujar Managing Director II. Ms. Pratibha GujarNon-Executive Director

III. Mr. Pradeep Tupe Independent Director IV. Mr. Ramachandran NairIndependent Director

Director retire by Rotation

Ms. Pratibha Gujar Director retire by rotation in terms of provisionsof the Act and Articles of Association at the ensuing Annual General Meeting of theCompany and offers herself for re-appointment. The Board recommends her re-appointment.

As stipulated under the Regulation 36(3) of SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 brief resume of the director proposed tobe re-appointed is given in the Notice convening the Annual General Meeting.

Re-appointment of Independent Director

The term of office of Mr. Ramachandran Nair as an IndependentDirector will expire on March 31 2019. The Board of Directors on recommendation of theNomination and Remuneration Committee has recommended reappointment of Mr. RamachandranNair as an Independent Director of the Company for a second term of 5 (five) consecutiveyears on the expiry of his current term of office.

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence prescribedunder the Act and the Listing Regulations.

9. COMMITTEES OF THE BOARD

The composition terms of reference and other details of all Boardlevel committees have been elaborated in the report.

Followings are the various Committee set by the Board;

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Working Group Committee

Mandatory Committees

a) Audit Committee

The Audit Committee has been constituted by the Board in compliancewith Section 177 of the Companies Act 2013. The terms of reference of Audit Committeeinclude review of financial reporting systems ensuring compliance with statutory andregulatory provisions discussions on financial results etc. Three Audit Committeemeetings were held during the year 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

2

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 theBoard pursuant to the Section 178(5) of the Companies Act 2013. The Committee has beenformed broadly for looking into the Redressal of shareholders' and investors' complaintslike transfer of shares non-receipt of balance sheet issue of duplicate / split /consolidated share certificates etc.

One Stakeholders Relationship Committee meetings was held during theyear under review.

The Stakeholders Relationship Committee consists of followingDirectors: -

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 2017-18 there were no complaint(s) received fromthe Shareholders.

c) Nomination and Remuneration Committee

Nomination and Remuneration Committee is constituted by the Board todetermine the remuneration package of the executive directors of the Company appointmentof directors to the board etc. as per the provisions of Section 178 of the Companies Act2013.

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

The Nomination and Remuneration Committee consists of followingDirectors: -

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

3

Ms. Pratibha Gujar Member Director

3

Mr. Ramachandran Nair Member Independent Director

2

Non-mandatory Committee

d) Working Group Committee

The Working Group Committee is constituted by the Board to reviewday-to-day operations of the Company suggest improvements in the working & overallbusiness 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. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under theCompanies Act 2013 during the financial year were in the ordinary course of business andon an arm's length pricing basis and do not attract the provisions of Section 188 of theCompanies Act 2013 ("Act"). There were no materially significanttransactions with the related parties during the financial year which were in conflictswith the interest of the Company. Suitable disclosure as required by the AccountingStandard (AS 18) has been made in the notes to the Financial Statements.

For further details kindly refer Annexure ‘A' enclosedherewith as per the Act and Rules framed there under. None of the related partytransaction(s) is in violation of the Act.

11. DIVIDEND

Considering requirements of the funds for business purpose yourDirectors do not recommend any dividend for the year under review.

12. 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 number of such cases and the total amount involved so

NIL

(i) At the beginning of the year

NIL

(ii) Maximum during the year

NIL

(iii) At the end of the year

NIL

13. DEPOSITS NOT IN COMPLIANCE WITH CHAPTER V OF THE COMPANIES ACT2013

Your Company has not accepted any deposits which are not in compliancewith Chapter V of the Companies Act 2013.

14. DECLARATION OF INDEPENDENCE

The Company has received necessary declaration from each independentdirector under section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence as laid down in section 149(6) of the Companies Act 2013.

15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in notes to the FinancialStatements.

16. AUDITORS

STATUTORY AUDITORS

Pursuant to provisions of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. Bharat J Rughani& Co. CharteredAccountants Mumbai have been re-appointed as the statutory auditors of the Company atTenth Annual General Meeting (AGM) for a term of five consecutive years from theconclusion of 10th AGM till the conclusion of the 15thAGM by shareholders based on therecommendation made by the Audit Committee.

SECRETARIAL AUDITOR

Pursuant to the Provisions of Section 204(1) of the Companies Act 2013read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and other applicable provisions if any of the Companies Act 2013 Mr.Mahesh G. Bagla Practicing Company Secretary Pune (M. No. 21041) was appointed as theSecretarial Auditor of the Company for the financial year 2017-18.

17. SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial Standards.

18. STRATEGY

Our Strategic objective is to build a sustainable organisation thatremains relevant to agendas of our clients while creating job opportunities for ouremployees. Sustainable profitable growth can only be achieved in an organization whichfocuses on a performance culture and where employees are engaged and empowered to be thebest they can be.

19. STATE OF THE COMPANY'S AFFAIRS

There is no change in the nature of business of the Company for theyear under review. Further the Company wants to continue/expand in the same line ofbusiness.

20. WORK ENVIRONMENT

Your Company has always considered its workforce as its valuable assetand continues to invest in their excellence and development programs. Your Company hastaken several initiatives for enhancing employee engagement and satisfaction. The Companycontinuously explores new approaches to learning and development to keep the workforcerelevant in an evolving business landscape. In addition the Company continues to investin leadership development programs at all levels to sustain the Company's growth whilestaying true to its core values. The Company's culture promotes an environment that istransparent flexible fulfilling and purposeful. A host of customized initiatives basedon a deep understanding of individual needs and aspirations have helped create an engagingworkplace that enables individuals to realize their potential. Yours directors are happyto report that the relations have been cordial at all levels throughout the year. Yourdirectors record their appreciation for all the efforts support and co-operation of allemployees being extended from time to time.

21. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED OR

RESIGNED DURING THE YEAR

Neither your Company has appointed any new Directors / Key ManagerialPersonnel nor have any of the existing Directors/ Key Managerial Personnel resigned fromthe Company. During the period under review the Board of Directors of your Company hasappointed Mr. S. N. Sharma as an Advisor to the Board who represents RBL Bank Limited.

22. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

The Company has its Wholly Owned Subsidiary ("100%Subsidiary" or "WOS") viz. Opal Luxury Products INC. in The United Statesof America. In accordance with Section 129(3) of the Companies Act 2013 a statementcontaining salient features of the financial statements of the subsidiary company in FormAOC 1 is provided as an Annexure D' to this Board's Report.

23. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL

POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THEFINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THEREPORT

There are no material changes and commitments affecting the financialposition of your Company which have occurred between the end of the financial year of theCompany to which these financial statements relate and the date of the report.

24. OPPORTUNITIES & RISKS

The Company's internal control systems are commensurate with the natureof its business and the size and complexity of its operations. Our success as anorganisation depends on our ability to identify opportunities and leverage them whilemitigating the risks that arise while conducting our business. Your Company has anelaborate risk management procedure which is based on Business Risk AssessmentOperational Controls Assessment and External Risk Assessment. Major risks identified bythe businesses and functions are systematically addressed through mitigating actions on acontinuing basis. Senior management periodically reviews this risk management framework tokeep an update and to address emerging challenges

We innovate or customize range of our products and services to meetneeds of all our customers. Most of the categories in which your Company operates in areunder-penetrated and therefore your Company continuously invests in market development.

25. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its ownperformance board committees and individual directors pursuant to the provisions of theAct. The performance of the committees was evaluated by the board after seeking inputsfrom the committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee reviewed the performance of individual directors on the basis of criteria suchas the contribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate SocialResponsibility initiatives as the said provisions are not applicable.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In conformity with the provisions of the Companies Act 2013 policy hasbeen laid down to provide a mechanism for any concerned person of the company to approachChairman of the Audit Committee for the purpose of dealing with instance of fraud andmismanagement if any and also ensure that whistleblowers are protected from retributionwhether within or outside the organization.

28. STATUTORY COMPLIANCES

We are committed to complying with all applicable laws and regulations.The relevant person(s)is/are responsible for setting detailed standards and ensuring thatall Directors are aware of and comply with regulations and laws specific and relevant tothe Company. Our legal and regulatory professional(s)is/are engaged in monitoring andreviewing our practices to provide reasonable assurance that we remain aware of and inline with all relevant laws and legal obligations. The Company proactively engages withits professional advisors to develop a regulatory framework which is in the best interestof the customers and other stakeholders.

29. ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUT GO

The particulars as required under the provisions of Section 134(3)(m)of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 inrespect of conservation of energy technology absorption foreign exchange earnings andoutgo are as under:

Conservation of Energy

Particulars Details
1. The steps taken or impact on conservation of energy The Company conserves energy at all levels by:
Using energy more efficiently.
By reducing the amount of services used.
Energy conservation reduces the need for energy services and can result in increased environmental quality.
2. The steps taken by the Company for utilising alternate sources of energy The Company has taken many steps to increase energy efficiency. For fulfillment of this purpose they have professional management allowing centralized control and coordination of energy conservation efforts.
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 continues to adopt and use the latest technologies to improve the productivity and quality of its services and products. The Company's operations do not require significant import of technology.
2. The benefits derived like product improvement cost NA reduction product development or import substitution
3. In case of imported technology (imported during the As per Financial Statements last three years reckoned from the beginning of the financial year)-

Particulars

1. The details of technology imported

2. The year of import

3. Whether the technology been fully absorbed

4. If not fully absorbed areas where absorption has not taken placeand the reasons the expenditure incurred on Research and Development.

Foreign exchange earnings (FOB Value of exports) & Foreign exchangeoutgo is as per Financial Statements

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

OR COURTS OR TRIBUNALS IMPACTING THE ‘GOING CONCERN' STATUS ANDCOMPANIES OPERATIONS IN FUTURE

There are no significant and material orders passed by any Regulator orCourt or Tribunal which can have impact on the going concern status and the Company'soperations in future.

31. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION

FUND

The provisions of Section 125(2) of the Companies Act 2013 do notapply as there was no dividend declared and paid last year.

32. OUTLOOK

India continues to be one of the fastest growing economies in the worldand this is expected to continue in financial year 2018-19 as per the latest economicsurvey. With GST having been successfully implemented trade conditions have stabilizedand we are witnessing a gradual improvement in demand. We expect government spending planssuch as increases to Minimum Support Price (MSP) provision of health insurance etc. tobolster rural development and drive consumption. Normal monsoon as forecasted will helpthe overall economy. Crude oil led inflation emerging global events and disruptions ifany from state elections are potential headwinds which need to be managed carefully.

33. SHARES AND SECURITIES

a. BUY BACK OF SECURITIES

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

b. SWEAT EQUITY

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

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

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

34. LISTING OF SHARES

The Shares of your Company are listed on the Emerge Platform ofNational Stock Exchange of India.

35. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act the Board of Directors to thebest of their knowledge and ability confirms that:-

i. In the preparation of the annual accounts for the financial yearended on 31st March 2018 the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give 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;

iii. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

iv. The Directors have prepared the accounts for the financial yearended 31st March 2018on a Going Concern basis';

v. The systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively;

vi. The proper internal financial controls were in place and that theywere adequate and were operating effectively.

36. REPORTING OF FRAUDS BY AUDITOR

During the year under review the Statutory Auditors of the Company hasnot reported any instance of the fraud committed against the Company by itsemployees/officers the details of which need to be mentioned in the Board's Report.

37. EXTRACT OF ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION (3) OFSECTION

92

In accordance with the Section 134(3)(a) of the Companies Act 2013 anExtract of Annual Return in the prescribed Form No. MGT – 9 is enclosed herewith andmarked as Annexure of this report.

38. INSIDER TRADING CODE

The Securities and Exchange Board of India (SEBI) has promulgated theSEBI (Prohibition of Insider Trading) Regulations 2015 ("The PIT Regulations").The object of The PIT Regulations is to curb the practice of insider trading in thesecurities of a listed company. The Company has adopted a ‘Code of InternalProcedures and Conduct for Regulating Monitoring and Reporting of Trading by Insiders'("the Code") in accordance with the requirements of the PIT Regulations. TheCode is applicable to Promoters and Promoter's Group all Directors and such DesignatedEmployees who are expected to have access to unpublished price sensitive informationrelating to the Company.

39. INTERNAL FINANCIAL CONTROL OR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderlyand efficient conduct of its business including adherence to Companies policiessafeguarding of assets prevention and detection of fraud etc. Based on the framework ofinternal controls and systems established and maintained by the Company the workperformed by the auditors and external consultants including and the reviews performed bymanagement and the relevant persons the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during FY18.

40. SECRETARIAL AUDITOR'S REPORT

Audit report submitted by Secretarial Auditor contains qualifiedopinion in it.

Management's view:-

The Secretarial Auditor in his Secretarial Audit Report has madecertain observations / qualification(s). The Board has noted the same and it will makesure such irregularities do not occur in the future. As far as appointment of CFO isconcerned the Company is not able to find suitable person. However the Company hasappointed Ms. Nimisha Purohit (M. No.: 56242) as its Company Secretary and ComplianceOfficer w.e.f. 01st September 2018 at its Board Meeting.

41. CAUTIONARY STATEMENT

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

42. APPRECIATION

Your Directors place on record their deep appreciation to employees atall levels for their hard work dedication and commitment.

The enthusiasm and unstinting efforts of the employees have enabled theCompany to remain a leader. Your Directors would also like to acknowledge the excellentcontribution by Senior Management to your Company in providing the latest innovationstechnological improvements and marketing inputs across almost all categories in which itoperates.

This has enabled the Company to provide higher levels of customerdelight through continuous improvement in existing products and introduction of newproducts.

The Board places on record its appreciation for the support andco-operation your Company has been receiving from its suppliers distributors retailersbusiness partners and others associated with it as its trading partners. Your Companylooks upon them as partners in its progress and has shared with them the rewards ofgrowth.

It will be your Company's Endeavour to build and nurture strong linkswith the trade based on mutuality of benefits respect for and co-operation with eachother consistent with consumer interests. Your Directors also take this opportunity tothank all Shareholders Clients Vendors Banks Government and Regulatory Authorities fortheir continued support.

Place: Pune

Date: 18th August 2018