The Directors present the 36th Annual Report of La Opala RG Limited (the Company),
along with Audited Financial Statements for the financial year ended 31st March 2023.
- 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'2023 |
For the Year ended 31st March'2022 |
| 1. |
Revenue from operations |
45,232.42 |
32,268.98 |
| 2. |
Other Income |
2,178.20 |
1,915.49 |
| 3. |
Total expenses before interest and depreciation |
28,015.19 |
20,759.81 |
| 4. |
Finance Cost |
749.02 |
407.06 |
| 5. |
Pro_t after Interest but before Depreciation |
18,646.41 |
13,017.60 |
| 6. |
Depreciation |
2,176.06 |
1,366.11 |
| 7. |
Pro_t before Taxation |
16,470.35 |
11,651.49 |
| 8. |
Tax Expenses |
4,172.26 |
2,914.29 |
| 9. |
Pro_t after Taxation |
12,298.09 |
8,737.20 |
| 10. |
Pro_t Available for Appropriation |
12,298.09 |
8,737.20 |
| 11. |
Re-measurement of gain/(loss) (Net of tax) |
11.77 |
20.54 |
| 12. |
Dividend and Others |
3,108.00 |
3,330.00 |
| 13. |
Transferred to General Reserve |
1,000.00 |
1,000.00 |
| 14. |
Balance as per last year (Retained Earnings) |
41,837.98 |
37,410.24 |
| 15. |
Balance carried forward to Balance Sheet |
50,039.84 |
41,837.98 |
- DIVIDEND
Your Directors are pleased to recommend a final Dividend of H3
(150%) per equity share of face value of H2/- for the financial year ended 31st March,
2023. The final Dividend, subject to the approval of Members at the Annual General
Meeting, will be paid within statutory period, to the Members whose names appear in the
Register of Members, as on the date of Book Closure.
The interim Dividend of H2.00 (100%) per share face value of H2/- each
was paid to those members whose names appeared in the Registers of Members of the Company
as on Monday, November 21, 2022 being the record date fixed for this purpose.
The total dividend for the financial year, including the proposed final
dividend and the Interim dividend amounts to H5/-(250%) per equity share face value of
H2/- each for the financial year ended 31st March, 2023.
The Dividend Distribution Policy is available on the website of the
Company at https://www.laopala.in/ uploads/documents/635a3c7038e71.pdf
- SHARE CAPITAL
The Paid up Equity Share Capital as on 31st March, 2023 was H22.20
crores and there has been no change in the capital structure of the Company.
During the year under review, the Company has neither issued shares
with differential voting rights
/ convertible warrant nor has granted any stock options or sweat
equity. As on 31st March, 2023, none of the Directors of the Company hold instruments
convertible into equity shares of the Company.
- STATE OF COMPANY'S AFFAIRS (OVERALL PERFORMANCE)
During FY 2022-23, the Company's Revenue from Operations was
H452.32 crores as against H322.68 crores in FY 2021-22, representing a growth of 40.17%.
The Company's Profit Before Tax was H164.70 crores in FY 2022-23 as compared to
H116.51 crores in FY 2021-22. The Company recorded Profit After Tax of H122.98 crores in
FY 2022-23 as compared to H87.38 crores in the FY 2021-22, showing a growth of 40.74%.
During the period under review, your Company has successfully
commissioned the new Greenfield Project
with the latest state of art technology for production of Opal
Glassware at Sitarganj, Uttarakhand.
- TRANSFER TO RESERVES
Your directors are proposing to transfer H1000.00 Lakhs to General
Reserves.
- TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013,
read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
("the IEPF Rules"), all unpaid or unclaimed dividends are required to be
transferred by the Company to the IEPF, established by the Government of India, after the
completion of seven years. Further, according to the IEPF Rules, the shares on which
dividend has not been paid or claimed by the shareholders for seven consecutive years or
more shall also be transferred to the demat account of the IEPF Authority. During the
year, the Company has transferred the unclaimed and unpaid dividend of H5,64,723 for the
financial year ended 31st March, 2015. Further 1,38,265 corresponding shares on which
dividend were unclaimed for seven consecutive years were transferred as per the
requirements of the IEPF Rules.
Members/claimants whose shares and/or unclaimed dividend, have been
transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the
shares or apply for refund by making an application to the IEPF authority in e-form IEPF-5
(available on http://www.iepf.gov.in) along with requisite fee as decided by the IEPF
authority from time to time. The member/claimant can file only one consolidated claim in a
financial year as per the IEPF Rules.
Details of shares/shareholders in respect of which dividend has not
been claimed, are provided on our website at www.laopala.in. The shareholders are
encouraged to verify their records and claim their dividends of all the earlier seven
years, if not claimed.
- CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the period under review, there was no change in the nature
of business of the Company.
- DEPOSITS
In terms of the provisions of Section 73 to 76 of the Act read with
the relevant rules made there under, your Company has not accepted any deposits from the
public during the year under review.
- INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Company has an adequate system of internal control procedures
which is commensurate with the size and nature of its business. Detailed procedural
manuals are in place to ensure that all the assets are protected against loss and all
transactions are authorized, recorded and reported correctly. The internal control system
of the Company is monitored and evaluated by internal auditors and their audit reports are
reviewed by the Audit Committee of the Board of Directors on quarterly basis. The
observations and comments of the Audit Committee are placed before the Board.
- AUDITORS
STATUOTRY AUDITORS
M/s. Singhi & Co., Chartered Accountants, Kolkata (Firm
Registration No. 302049E) were re-appointed as the Statutory Auditors of the Company at
the 35th Annual General Meeting (AGM) held on September 29, 2022 for a term of 5
consecutive years to hold office from the conclusion of the 35th AGM till the conclusion
of the 40th AGM of the Company to be held in the calendar year 2027 at such remuneration
mutually agreed and approved by the Board. The Auditors have confirmed that they are not
disqualified from continuing as Auditors of the Company.
The Company has received confirmation from the Auditors to the effect
that their appointment, if made, will be in accordance with the limits specified under the
Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the
Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.
The Board is of the opinion that continuation of M/s. Singhi & Co.,
Chartered Accountants, as Statutory Auditors will be in the best interests of the Company.
STATUTORY AUDITORS' OBSERVATIONS
The Notes on financial statements referred to in the Auditors'
Report are self-explanatory and do not call for any further comments. The Auditors'
Report for the financial year 2022-23 is an unmodified report i.e., it does not contain
any qualification, report of fraud, reservation, adverse remark or disclaimer and do not
call for any further comments.
COST RECORDS AND AUDIT
In accordance with the provisions of Section 148 of the Companies Act,
2013, the Central 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 Table appended to Rule 3 of the said Rules. CETA
headings under which Company's products are covered are not
included. Hence, cost audit provisions are not applicable to the Company as of now.
SECRETARIAL AUDITOR
The provisions of Section 204 of the Companies Act, 2013 mandates
Secretarial Audit of the Company by a Company Secretary in Practice. The Board in its
meeting held on May 30, 2022 appointed Mr. Pravin Kumar Drolia, Practising Company
Secretary, Kolkata as the Secretarial Auditor for the financial year ending March 31,
2023. The Secretarial Auditor's Report for the financial year ending March 31, 2023
is annexed to the Boards' Report as Annexure I. There is no qualification,
reservation, adverse remark or disclaimer in the said report and 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
Secretarial Auditor have reported to the Audit Committee or the Board under section
143(12) of the Companies Act, 2013, any instances of fraud committed in the Company by its
officers or employees, the details of which would need to be mentioned in the Board's
report.
INTERNAL AUDITOR
Pursuant to Section 138 of the Companies Act, 2013 read with The
Companies (Accounts) Rules, 2014, as amended, the Company has appointed M/s. S S Kothari
Mehta & Company, Chartered Accountants as the Internal Auditors of the Company for the
Financial Year 2022-23. The role of internal auditors includes but not limited to review
of internal audit observations and monitoring of implementation of corrective actions
required, reviewing of various policies and ensure its proper implementation, reviewing of
SOPs and their amendments, if any.
- BOARD OF DIRECTORS
There was no change in the composition of the Board of Directors
during the year under review. In accordance with the provisions of the Act and the
Articles of Association of the Company, Mr. Ajit Jhunjhunwala (DIN: 00111872) and Mrs.
Nidhi Jhunjhunwala (DIN: 01144803) Directors of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible, have offered themselves for
re-appointment.
Details of each of the Directors proposed to be re-appointed at the
ensuing Annual General Meeting, as required by Regulation 36(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations
2015")
and SS-2 (Secretarial Standards on General Meetings) have been included
in the Notice convening the 36th Annual General Meeting of the Company. Your Directors
recommend the Resolutions for your approval.
During the year, Mr. Ajit Jhunjhunwala (DIN: 00111872) was re-appointed
as the Vice Chairman & Managing Director of the Company for a further period of 5
years with effect from 1st October, 2022 till 30th September, 2027 on such terms and
conditions, including remuneration as approved by the members of the Company at the 35th
Annual General Meeting of the Company held on September 29, 2022.
Prof. Santanu Ray (DIN: 00642736) was re-appointed as an Independent
Director of the Company for a second term of five consecutive years with effect from
February 5, 2023.
The statement with regard to integrity, expertise and experience
including the proficiency of all the Independent Directors is given in the Corporate
Governance Report, which forms a part of this Annual Report.
- DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each
independent director under Section 149(7) of the Companies Act, 2013, that he / she meets
the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) & 25(8) of the SEBI (LODR) Regulations, 2015.
- KEY MANAGERIAL PERSONNEL
The following persons have been designated as Key Managerial
Personnel of the Company pursuant to Section 2(51) and section 203 of the Companies Act,
2013 read with the Rules framed thereunder:-
- Mr. Sushil Jhunjhunwala (DIN: 00082461),
Chairman
- Mr. Ajit Jhunjhunwala (DIN: 00111872), Vice Chairman & Managing Director
- Mrs. Nidhi Jhunjhunwala (DIN: 01144803),
Executive Director
- Mr. Alok Pandey, Chief Financial Officer (CFO) and
- Mrs. Kanchan P Jaiswal, Company Secretary (CS)
- BOARD EVALUATION
The Nomination & Remuneration Committee of the Board of Directors
had laid down the criteria for evaluation of the performance of the Board as a whole, the
Directors individually 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
performance, board committees and individual Directors pursuant to the provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended.
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 Directors
including the Chairperson of the Company taking into account the views of the Executive
and 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 all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after
seeking inputs from the committee members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings, etc. The above criteria are broadly
based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board
of India on January 5, 2017.
In a separate meeting of independent directors, performance of
non-independent directors, the Board as a whole and the Chairman of the Company was
evaluated, taking into account the views of executive directors and non-executive
directors.
The Board and the Nomination and Remuneration Committee reviewed the
performance of individual directors on the basis of criteria such as the contribution of
the individual director to the board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc.
At the board meeting that followed the meeting of the independent
directors and meeting of Nomination and Remuneration Committee, the performance of the
Board, its Committees, and individual directors
was also discussed. Performance evaluation of Independent Directors was
done by the entire Board, excluding the independent director being evaluated.
- BOARD MEETINGS
The Board met 5 times during the year ended March 31, 2023 on April
16, 2022, May 30, 2022, August 13,
2022, November 11, 2022 and February 14, 2023. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013 and
the SEBI (LODR) Regulations, 2015, as amended.
The details of the Board Meetings held during the
F.Y. 2022-23 have been furnished in the Corporate Governance Report
forming part of this Annual Report.
- COMMITTEES OF THE BOARD
As on March 31, 2023, the Board had the following Committees:
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholders' Relationship Committee
- Corporate Social Responsibility Committee
- Risk Management Committee
The details of the Committees along with their composition, number of
meetings held and attendance at the meetings is provided in the Corporate Governance
Report.
- POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
A Nomination and Remuneration Policy formulated and adopted by the
Board of Directors, pursuant to the provisions of Section 178 and other applicable
provisions of the Companies Act, 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 website
https://www.laopala.in/uploads/documents
/635a3d9df2b7e.pdf
- CORPORATE GOVERNANCE
A separate report on Corporate Governance practices followed by the
Company together with a Certificate from the Company's Auditors M/s Singhi & Co.
Chartered Accountants, (Firm Registration No. 302049E) confirming the compliances to
conditions of Corporate Governance as stipulated under Schedule V(E) of the SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015, as amended, is annexed.
- MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34(3) read with Schedule V
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended, the Management Discussion and Analysis Report on the operations of the Company is
set out in this Annual Report.
- DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the
Companies Act, 2013, the Directors state that:
- In the preparation of the annual accounts for the year ended March 31, 2023, the
applicable Indian Accounting Standards read with requirements set out under Schedule III
to the Act, have been followed and there are no material departures from the same;
- The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company as at March 31, 2023 and of the profit of the
company for that period;
- The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
- The Directors have prepared the annual accounts on a ‘going concern' basis;
- The Directors, have laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively; and
- ) The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
- VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy and has established the
necessary vigil mechanism for directors and employees in confirmation with Section 177(9)
of the Act and Regulation 22 of 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 the Audit Committee from time to time. No complaint under this head
has been received by the Company during the year.
- ANNUAL RETURN
As required under Section 92 of the Companies Act, 2013, the Annual
Return for the financial year 2022- 23 is available on the website of the Company www.
laopala.in
- COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the Financial Year, the Company has complied with all the
applicable mandatory provisions of Secretarial Standards i.e. SS-1 and SS-2, relating to
‘Meetings of the Board of Directors' and ‘General Meetings',
respectively.
- LISTING WITH STOCK EXCHANGES
The Company's Equity Shares are listed on National
Stock Exchange of India Ltd. (NSE) and Bombay Stock
Exchange Limited (BSE).
The equity shares of the Company have been delisted from the Calcutta
Stock Exchange Ltd., (CSE) with effect from 02/01/2023, vide the Calcutta Stock Exchange
Ltd., Letter Reference no. CSE/ LD/15747/2022 dated December 30, 2022, through voluntary
delisting procedure in accordance with the SEBI (De-listing of Equity Shares) Regulations,
2021.
Applicable Annual listing fee has already been paid to the respective
stock exchanges within the specified timeline.
- SUBSIDIARY/ ASSOCIATES/ JOINT VENTURE COMPANIES
The Company does not have any subsidiary/ associate/joint venture
Company for the year ended March 31, 2023.
- PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE BY THE COMPANY
The Company has not given any loan, guarantees or made any
investments prescribed under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable.
- PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The information on transactions with related parties pursuant to
Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014
are given in Annexure II in Form No. AOC-2 and the
same forms part of this report. The same have also been disclosed under
Note No. 43 of the Notes to the Financial Statements.
In conformity with the requirements of the Act, read with SEBI (LODR)
Regulations, 2015, the policy to deal with related party transactions is also available on
Company's website at https://www.laopala.in/ uploads/documents/635a3c7038ed1.pdf
- SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the
Regulators or Courts or Tribunals that would impact the going concern status and the
Company's operations in future.
- 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 and commitments, which can affect the financial position of the Company,
occurred after the closure of the financial year till the date of this report.
- 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 Foreign Exchange Earnings and Outgo as required to be disclosed under
Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules,
2014 is attached and forms a part of this Report marked as Annexure III.
- 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, Preventive & Promotion of Health Care, Animal Welfare
and other activities. These projects are in accordance with Schedule VII of the Companies
Act, 2013 and the Company's CSR policy. The CSR Policy is available on the website of
the Company at https://www.laopala.in/uploads/ documents/635a3d9df2b1c.pdf. The Report on
CSR activities as required under the Companies (Corporate Social Responsibility Policy)
Rules, 2014 is annexed to this reports as Annexure IV.
- DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
The information required pursuant to Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel), Rules, 2014 in respect of employees of the Company and Directors is attached
as Annexure V and forms a part of this report.
- PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Act read with
Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is attached as an Annexure VI forming part of this report.
- DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under,
your Company has in place a policy for Prevention of Sexual Harassment of Women at
Workplace and constituted an Internal Complaints Committees (ICC). No complaint has been
raised from any employee related to sexual harassment during the year ended March 31,
2023.
- HUMAN RESOURCE
For La Opala RG Ltd, its people are its strongest asset. The
Company takes pride in the commitment, competence and dedication of its employees in all
areas of the business. The Company invests in building the best-in-class team led by
exceptional professionals. Over the years, the Company has been nurturing a meritocratic,
empowering and caring culture that encourages excellence. Company nurtures talents by
providing its people opportunities to sharpen their capabilities. Company encourages
innovation, lateral thinking, and multi-skilling and prepares its people for future
leadership roles.
- BUSINESS REPONSIBILITY & SUSTAINIBILITY REPORT (BRSR)
The Listing Regulations mandate the inclusion of the BRSR as part
of the Annual Report for the top 1,000 listed entities based on market capitalization.
Your Company forms part of the Top 1000 listed companies of India and is mandatorily
required to provide a Business Responsibly & Sustainability Report as part of the
Annual Report in accordance with the
Regulation 34(2)(f ) of the SEBI (LODR) Regulations, 2015. In
compliance with the Listing Regulations, we have integrated BRSR Report into our Annual
Report for FY 2022-23 as an Annexure VII.
- RISK MANAGEMENT
The Board of Directors of the Company has formed a Risk Management
Committee to frame, implement and monitor the risk management plan for the Company. The
policy on Risk Management is hosted on the Company's website https://www.laopala.
in/uploads/documents/Risk%20Management%20 Policy.pdf The Committee is responsible for
monitoring and reviewing the risk management plan and ensuring its effectiveness. The
Audit Committee has additional oversight in the area of financial risks and controls. The
major risks identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. The development and implementation of
risk management policy has been covered in the Management Discussion and Analysis, which
forms part of this report.
- OTHER DISCLOSURES
- There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
- There was no instance of onetime settlement with any Bank or Financial Institution.
- ACKNOWLEDGEMENT
The Directors take this opportunity to thank the Company's
employees, customers, members, distributors, vendors, bankers, government and all other
business associates for their consistent support and encouragement to the Company.
For and on behalf of the Board
Sushil Jhunjhunwala
Place: Kolkata Chairman
Date: May 29, 2023 DIN: 00082461
