Opal Luxury Time Products Ltd Directors Report.

Dear Members,

The Board of Directors are pleased to share with you the report of business and operations along with the Audited Financial Statements of your Company (‘the Company or ‘Opal) for the financial year ended 31st March, 2018.

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

RESULT OF OUR OPERATIONS

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

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. Equity shares are at par value of Rs. 10/- per share.

2. TRANSFER TO RESERVES

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

3. REVENUES

Standalone

During the financial year 2017-18, revenue from operations on standalone basis decreased to Rs. 1259.41 Lacs as against Rs. 2339.23 Lacs in the previous year.

Consolidated

During the financial year 2017-18, revenue from operations on standalone basis decreased to Rs. 1259.41 Lacs as against Rs. 2339.23 Lacs in the previous year.

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 financial year under review is Rs. 1935.96.

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

5. SHARE CAPITAL

The total paid-up Equity Share Capital as at 31st March, 2018 stood at Rs. 335,88,180/-comprising of 33,58,818Equity Shares having a par value of Rs. 10/- each. During the year under review, the Company has not issued shares with differential voting rights.

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 year 2017-18 will be covered in e-form MGT – 7 which will be filed with the concerned Registrar of Companies as per Section 92 of the Companies Act, 2013. Members who want to access 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 board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industrial experience that will help us 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 Act, 2013. The total strength of the Board is of four (4) Directors at the end of the Financial Year ("FY") 2017-18. Further, the Board comprises of two Independent Directors pursuant to the Section 149(4) of the Companies Act, 2013 and Rules made there under ("Act").

Following are the Directors associated with the Company as on 31st March, 2018:-

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

III. Mr. Pradeep Tupe, Independent Director IV. Mr. Ramachandran Nair, Independent Director

Director retire by Rotation

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

As stipulated under the Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, brief resume of the director proposed to be 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 Independent Director, will expire on March 31, 2019. The Board of Directors, on recommendation of the Nomination and Remuneration Committee has recommended reappointment of Mr. Ramachandran Nair, as an Independent Director of the Company for a second term of 5 (five) consecutive years on the expiry of his current term of office.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations.

9. COMMITTEES OF THE BOARD

The composition, terms of reference and other details of all Board level 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 compliance with Section 177 of the Companies Act, 2013. The terms of reference of Audit Committee include review of financial reporting systems, ensuring compliance with statutory and regulatory provisions, discussions on financial results, etc. Three Audit Committee meetings 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 the Board pursuant to the Section 178(5) of the Companies Act, 2013. The Committee has been formed broadly for looking into the Redressal of shareholders and investors complaints like transfer of shares, non-receipt of balance sheet, issue of duplicate / split / consolidated share certificates, etc.

One Stakeholders Relationship Committee meetings was held during the year under review.

The Stakeholders Relationship Committee consists of 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

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 from the Shareholders.

c) Nomination and Remuneration Committee

Nomination and Remuneration Committee is constituted by the Board to determine the remuneration package of the executive directors of the Company, appointment of directors to the board, etc. as per the provisions of Section 178 of the Companies Act, 2013.

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

The Nomination and Remuneration Committee consists of following Directors: -

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 review day-to-day operations of the Company, suggest improvements in the working & overall business 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 the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013 ("Act"). There were no materially significant transactions with the related parties during the financial year which were in conflicts with the interest of the Company. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

For further details, kindly refer Annexure ‘A enclosed herewith as per the Act and Rules framed there under. None of the related party transaction(s) is in violation of the Act.

11. DIVIDEND

Considering requirements of the funds for business purpose, your Directors 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 ACT, 2013

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

14. DECLARATION OF INDEPENDENCE

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013, that they meet the criteria of independence 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 the provisions of Section 186 of the Companies Act, 2013 are given in notes to the Financial Statements.

16. AUDITORS

STATUTORY AUDITORS

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

SECRETARIAL AUDITOR

Pursuant to the Provisions of Section 204(1) of the Companies Act 2013 read 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 the Secretarial 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 that remains relevant to agendas of our clients, while creating job opportunities for our employees. Sustainable, profitable growth can only be achieved in an organization which focuses on a performance culture and where employees are engaged and empowered to be the best they can be.

19. STATE OF THE COMPANYS AFFAIRS

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

20. WORK ENVIRONMENT

Your Company has always considered its workforce as its valuable asset and continues to invest in their excellence and development programs. Your Company has taken several initiatives for enhancing employee engagement and satisfaction. The Company continuously explores new approaches to learning and development to keep the workforce relevant in an evolving business landscape. In addition, the Company continues to invest in leadership development programs at all levels to sustain the Companys growth, while staying true to its core values. The Companys culture promotes an environment that is transparent, flexible, fulfilling and purposeful. A host of customized initiatives based on a deep understanding of individual needs and aspirations have helped create an engaging workplace that enables individuals to realize their potential. Yours directors are happy to report that the relations have been cordial at all levels throughout the year. Your directors record their appreciation for all the efforts, support and co-operation of all employees 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 Managerial Personnel nor have any of the existing Directors/ Key Managerial Personnel resigned from the Company. During the period under review, the Board of Directors of your Company has appointed 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 States of America. In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary company in Form AOC 1 is provided as an Annexure D to this Boards Report.

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL

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

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

24. OPPORTUNITIES & RISKS

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Our success as an organisation depends on our ability to identify opportunities and leverage them while mitigating the risks that arise while conducting our business. Your Company has an elaborate risk management procedure, which is based on Business Risk Assessment, Operational Controls Assessment and External Risk Assessment. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Senior management periodically reviews this risk management framework to keep an update and to address emerging challenges

We innovate or customize range of our products and services to meet needs of all our customers. Most of the categories in which your Company operates in are under-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 own performance, board committees, and individual directors pursuant to the provisions of the Act. 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 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.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility 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 has been laid down to provide a mechanism for any concerned person of the company to approach Chairman of the Audit Committee for the purpose of dealing with instance of fraud and mismanagement, if any and also ensure that whistleblowers are protected from retribution, whether 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 that all Directors are aware of and comply with regulations and laws specific and relevant to the Company. Our legal and regulatory professional(s)is/are engaged in monitoring and reviewing our practices to provide reasonable assurance that we remain aware of and in line with all relevant laws and legal obligations. The Company proactively engages with its professional advisors to develop a regulatory framework which is in the best interest of 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 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo 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 equipments 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 Companys 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 place, and the reasons the expenditure incurred on Research and Development.

Foreign exchange earnings (FOB Value of exports) & Foreign exchange outgo 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 AND COMPANIES OPERATIONS IN FUTURE

There are no significant and material orders passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations 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 not apply as there was no dividend declared and paid last year.

32. OUTLOOK

India continues to be one of the fastest growing economies in the world and this is expected to continue in financial year 2018-19, as per the latest economic survey. With GST having been successfully implemented, trade conditions have stabilized and we are witnessing a gradual improvement in demand. We expect government spending plans such as increases to Minimum Support Price (MSP), provision of health insurance, etc. to bolster rural development and drive consumption. Normal monsoon, as forecasted, will help the overall economy. Crude oil led inflation, emerging global events and disruptions, if any, 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 year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under 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 of National Stock Exchange of India.

35. DIRECTORS RESPONSIBILITY STATEMENT

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

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

ii. The Directors have 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 at the end of the financial 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 the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

36. REPORTING OF FRAUDS BY AUDITOR

During the year under review, the Statutory Auditors of the Company has not reported any instance of the fraud committed against the Company by its employees/officers, the details of which need to be mentioned in the Boards Report.

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

92

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

38. INSIDER TRADING CODE

The Securities and Exchange Board of India (SEBI) has promulgated the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("The PIT Regulations"). The object of The PIT Regulations is to curb the practice of insider trading in the securities of a listed company. The Company has adopted a ‘Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders ("the Code") in accordance with the requirements of the PIT Regulations. The Code is applicable to Promoters and Promoters Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company.

39. INTERNAL FINANCIAL CONTROL OR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companies policies, safeguarding of assets, prevention and detection of fraud, etc. Based on the framework of internal controls and systems established and maintained by the Company, the work performed by the auditors and external consultants, including and the reviews performed by management and the relevant persons the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY18.

40. SECRETARIAL AUDITORS REPORT

Audit report submitted by Secretarial Auditor contains qualified opinion in it.

Managements view:-

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

41. CAUTIONARY STATEMENT

Your Company has taken due caution while preparing this Boards Report (‘the Report). The Report may contain futuristic or forward looking statements, which 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 at all levels for their hard work, dedication and commitment.

The enthusiasm and unstinting efforts of the employees have enabled the Company to remain a leader. Your Directors would also like to acknowledge the excellent contribution by Senior Management to your Company in providing the latest innovations, technological improvements and marketing inputs across almost all categories in which it operates.

This has enabled the Company to provide higher levels of customer delight through continuous improvement in existing products, and introduction of new products.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth.

It will be your Companys Endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support.

Place: Pune

Date: 18th August, 2018