Dear Member,
The Board of Directors present the 37th Annual Report of La Opala RG Limited (the Company), along with Audited Financial Statements for the financial year ended March 31,2024.
1. FINANCIAL RESULTS
The Company's financial performance for the financial year ended March 31,2024 is summarised below:
(Rs. In Lakhs)
2. DIVIDEND
The Board of Directors of the Company has recommended a payment of Dividend of Rs. 10/- (500%) per equity share inclusive of a Special Dividend of Rs. 5/- per equity share of Rs 2/- each for the financial year ended 31st March, 2024 (previous year 2022-23 dividend of 250% i.e. Rs. 3.5/- per equity share of Rs 2/- each). The Dividend, subject to the approval of Members at the ensuing 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 Dividend Distribution Policy is updated on the website of the Company at https://www.laopala. in/uploads/documents/635a3c7038e71.pdf
3. CHANGES IN SHARE CAPITAL
The Paid up Equity Share Capital as on 31st March, 2024 was Rs. 22.20 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,
2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
4. STATE OF COMPANY'S AFFAIRS (OVERALL PERFORMANCE)
During FY 2023-24, the Company's Revenue from Operations was Rs. 365.12 crores as against Rs. 452.32 crores in FY 2022-23. The Company's Profit Before Tax was Rs. 151.76 crores in FY 2023-24 as compared to Rs. 164.70 crores in FY 2022-23. The Company recorded Profit After Tax of Rs 127.72 crores in FY 2023-24 as compared to Rs 122.98 crores in the FY 2022-23.
During the year under review, the performance of the Company was tepid given the challenging external environment and subdued consumer spending. The Company managed to maintain margins owing to our stringent focus on operational parameters including cost control measures.
Despite the short-term headwinds, we believe that the India growth story is here to stay. We will be able to capitalise on emerging trends on the back of our years of experience, manufacturing capabilities, extensive partner network, and strong brand recall among customers.
5. TRANSFER TO RESERVES
Your directors are proposing to transfer Rs. 960.00 Lakhs to General Reserves.
6. TRANSFERS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund 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 Central Government, after the completion of seven years from the date the dividend is transferred to unpaid/ unclaimed account. 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 dividends of Rs. 6,95,190 and 12,067 corresponding shares to IEPF on which dividends were unclaimed for seven consecutive years for the financial year ended 31st March, 2016.
Shareholders/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 approaching the Company for issue of Entitlement Letter along with all the required documents before 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.
The details of unclaimed dividend and shares transferred to IEPF Authority is provided in the Investor Relations section on the Company's 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.
7. CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the period under review, there has been no change in the nature of business of the Company.
8. 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 financial year and as such, no amount on account of principal or interest on deposits from public is outstanding as on March 31,2024.
9. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Company's Internal Financial Control systems continues to be commensurate with its size, nature and complexity of its business operations. 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 Management and the Audit Committee of the Board of Directors on quarterly basis. The observations and comments of the Audit Committee are placed before the Board.
Your Company has in place, adequate Internal Financial Controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
10. AUDITORS STATUOTRY AUDITOR
The shareholders at the 35th Annual General Meeting (AGM) held on September 29, 2022, approved the appointment of M/s. Singhi & Co., Chartered Accountants, Kolkata (Firm Registration No. 302049E) as Statutory Auditors for a second term of 5 consecutive years to hold office till the conclusion of the 40th AGM of the Company. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.
The report of the Statutory Auditors on the financial statements of the Company for the year ended 31st March, 2024 forms part of the Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the statutory auditor in their report.
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 2023-24 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 Board had appointed Mr. Pravin Kumar Drolia, Practising Company Secretary, Kolkata, to carry out secretarial audit under the provisions of Section 204 of the Companies Act, for the financial year ended March 31, 2024. The Secretarial Auditor's Report to the shareholders does not contain any qualification, reservation, adverse remark or disclaimer in the said report. Hence, there is no need of any explanation from the Board of Directors. The Secretarial Audit Report dated August 12, 2024 is annexed hereto as Annexure I to this Report.
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 2023-24. 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.
11. 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. Sushil Jhunjhunwala (DIN: 00082461) Whole-time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. His brief profile is annexed to the Notice of Annual General Meeting (AGM) as required by Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations 2015") and SS-2 (Secretarial Standards on General Meetings).
The tenure of Mr. Sushil Jhunjhunwala (DIN: 00082461) as Whole-time Director designated as Chairman will expire on September 30, 2024. Based on the recommendation of Nomination and Remuneration Committee, the Board recommends his re-appointment for another term of five years from October 01,2024 to September 30, 2029. The proposal for confirmation of his re-appointment as Chairman for further five years in accordance with the applicable provisions and Schedule V of the Companies Act, 2013 is included in the Notice of AGM for shareholder's approval.
The tenure of Mr. Rajiv Gujral (DIN: 00409916) as an Independent Director of the Company expires on August 12, 2024. The Board of Directors at its meeting held on August 12, 2024 acknowledged his invaluable contributions and guidance to the growth of the Company during his tenure as an Independent Director.
Mr. Arun Churiwal (DIN: 00001718) has tendered his resignation as Non-Executive Director of the Company with effect from the close of business hours on August 12, 2024. The Board of Directors of the Company has noted the same and placed on record its sincere appreciation for the contribution made by Mr. Arun Churiwal during his tenure as a Board Member with the Company.
12. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of your Company have certified their independence to the Board, stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) & 25(8) of the SEBI Listing Regulations.
The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in SEBI Listing Regulations, are independent of the management, possess requisite qualifications, experience, proficiency and expertise in the fields of finance, strategy, auditing, tax and risk advisory services, banking, financial services, investments etc.
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.
The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar ('IICA') as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.
13. 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:-
a. Mr. Sushil Jhunjhunwala (DIN: 00082461), Chairman
b. Mr. Ajit Jhunjhunwala (DIN: 00111872), Vice Chairman & Managing Director
c. Mrs. Nidhi Jhunjhunwala (DIN: 01144803), Executive Director
d. Mr. Alok Pandey, Chief Financial Officer (CFO) and
e. Mrs. Nidhi Rathi, Company Secretary (CS) appointed w.e.f June 1,2023
Mrs. Nidhi Rathi was appointed as Company Secretary of the Company in place of Mrs. Kanchan P Jaiswal who ceased to be a Company Secretary w.e.f May 31,2023.
14. BOARD EVALUATION
The Nomination & Remuneration Policy adopted by the Board of Directors provides for evaluation of the performance of the Board as a whole, the Committees of the Board and individual Directors including the Chairperson of the Board, shall be carried out annually.
During the year, 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 Regulations. The evaluation process focused on various aspects of the Board and Committees' functioning such as composition of the Board and its Committees, experience and competencies, performance of specific duties, obligations and governance issues. A separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution and exercise of independent judgement.
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.
The Independent Directors met on February 13, 2024 to review performance evaluation of NonIndependent Directors and the Board as a whole and also of the Chairperson 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.
Based on the outcome of the evaluation, the Board and its Committees have agreed on various action points, which would result in the Board, its Committees and each Director playing more meaningful roles to increase shareholder value.
15. BOARD MEETINGS
The Board met 4 times during the year ended March 31, 2024 on May 29, 2023, August 10, 2023, November 14, 2023 and February 13, 2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.
The details of the Board Meetings held during the F.Y. 2023-24 have been furnished in the Corporate Governance Report forming part of this Annual Report.
16. COMMITTEES OF THE BOARD
As on March 31,2024, 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 and attendance at the meetings is provided in the Corporate Governance Report.
17. 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 policy is available on the Company's website at https://www.laopala.in/uploads/ documents/635a3d9df2b7e.pdf
18. 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 of conditions of Corporate Governance as stipulated under Schedule V(E) of the SEBI Listing Regulations are made part of the Annual Report.
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the Management Discussion and Analysis Report on the operations of the Company for the year under review is set out in this Annual Report.
20. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) (c) and 134(5) of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:
(a) In the preparation of the annual accounts for the year ended March 31,2024, 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;
(b) The Directors had selected such accounting policies and applied them consistently and made judgements 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 on March 31, 2024 and of the profit of the company for the year ended on that date;
(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively; and
(f) 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.
21. 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 SEBI 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.
22. ANNUAL RETURN
The Annual Return of the Company as required under Section 92 of the Companies Act, 2013, for the financial year 2023-24 is 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 applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
24. 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). Applicable Annual listing fee has already been paid to the respective stock exchanges within the specified timeline.
25. SUBSIDIARY/ ASSOCIATES/ JOINT VENTURE COMPANIES
The Company does not have any subsidiary/ associate/joint venture Company for the year ended March 31, 2024. Hence, neither the Managing Director nor the Wholetime Directors of your Company received any remuneration or commission during the year, from any of its subsidiaries.
26. PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS MADE BY THE COMPANY
The Company has not given any loan, guarantee/ security or made any investments prescribed under Section 186 of the Companies Act, 2013 during the year under review.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions entered during the year were in the ordinary course of the business and on arm's length basis. No material related party transactions were entered into during the year by your Company. Accordingly, no contracts/ arrangements/transactions are being reported in Form AOC-2 as per Section 134(3) (h) read with Section 188(1) of the Act. Details on related party disclosures are further given in the Corporate Governance Report, which forms a part of this Report.
Related party transactions during the year as per the provisions of Indian Accounting Standard ("Ind AS") 24 have been disclosed in the Notes to the attached Financial Statements.
28. 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.
29. MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF THIS REPORT
No material changes and commitments, which could affect the financial position of the Company, have occurred between the end of the financial year and the 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 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 II.
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 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 updated on the website of the Company at https://www.laopala.in/uploads/ documents/635a3d9df2b1c.pdf. The Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this report as Annexure III.
32. DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is attached as Annexure IV and forms a part of this report.
33. PARTICULARS OF EMPLOYEES
Details of employee remuneration as 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 have been annexed to this report as Annexure V.
34. 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, 2024.
35. 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.
36. 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 Responsibility & 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 2023-24 as an Annexure VI.
37. 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%20 Management%20Policy.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.
38. 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.
39. ACKNOWLEDGEMENT
The Board take this opportunity to thank the Company's employees, shareholders, distributors, vendors, customers, bankers, government and all other business associates for their consistent support during the year.