Your Directors have pleasure in presenting 38th Annual Report with the Audited
Financial Statements of your Company, for the financial year ended 31st March, 2021.
1. SUMMARISED FINANCIAL RESULTS
|
Current Year |
Previous Year |
|
Rs. in Lacs |
Rs. in Lacs |
| Profit/(loss) before Interest, Depreciation & Taxes |
124.83 |
(373.73) |
| Less : Financial Cost |
100.80 |
89.48 |
| Less: Depreciation |
27.23 |
28.97 |
| Profit/(loss ) before Tax |
(3.20) |
(492.18) |
| Less/(Add) : Provision for Taxation (Net) |
(23.84) |
(62.21) |
| Profit/(loss ) after Taxation |
20.64 |
(429.97) |
2. PERFORMANCE HIGHLIGHT
Your Company produced 6.11 lac kgs. of tea for the year under review as against 6.71
lacs kgs. in the previous year and achieved a net turnover of '1234.34 lacs by selling
6.19 lac Kgs. of tea as compared to '808.86 lacs by selling 6.80 lac Kgs. of tea in the
previous year. The operation of the Company during the year under review has resulted in a
profit of '124.83 lacs before Interest, Depreciation and Taxes as against loss of '373.73
lacs in the previous year. Thus, your company earned a net profit of '20.64 lacs as
against net loss of '429.97 lacs in the previous year.
3. DIVIDEND
Your Directors do not recommend any dividend for the year ended 31st March, 2021.
4. MODERNIZATION & EXPANSION
The Uprooting and Replanting programme is being carried out in a phased manner. Your
Company has spent ' 44.51 lacs on extension & re-plantation and ' 19.24 lacs on plant
& machineries during the year under review.
5. FUTURE PROSPECT
The current season has started with drought and unfavourable climatic condition causing
huge crop loss in the early part of the season. The average price realisaiton till date is
also lower than previous season due to lower domestic and export requirement. There has
been steep rise in wages and other cost of inputs which will increase cost of production
extensively and will have adverse impact on smooth running of the tea estate. Your company
is making all efforts to control cost and show improved results.
6. SHARES
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.
e. SHARES WITH DIFFERENTIAL RIGHTS
No equity shares with differential rights were issued during the year under review.
7. CORPORATE GOVERNANCE
As the paid-up Share Capital of the Company is less than Rs. 10 Crores and its Reserves
are less than Rs.25 Crore, provisions of the Corporate Governance is not applicable to
your Company. However, adequate steps have been taken for better corporate governance.
8. CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to adopt Corporate Social Responsibility policy and to
incur expenditure on it.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has not entered into any contract or arrangement with related parties
referred in the sub-section(1) of Section 188 of the Companies Act 2013 during the year
under review
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
The Company has not made any loans or investments or given guarantees under Section 186
of the Companies Act, 2013 during the year under review and hence the said provisions is
not applicable. Details of investments are given in the Notes forming part of financial
statements.
11. EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return in Form No. MGT - 9 is furnished in Annexure -1 and is
attached to this Report.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Associations of the
company Mrs. Sarita Lohia (DIN : 00436091) retires by rotation at the ensuing Annual
General Meeting and being eligible offers herself for reappointment.
The company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independent directors as prescribed under the
Act.
13. BOARD EVALUATION
Securities Exchange Board of India (SEBI) vide its circular no.
SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January, 2017 had issued a guidance note on Board
Evaluation which inter alia contains indicative criterion for evaluation of the Board of
Directors, its Committees and the individual members of the Board.
Pursuant to the new Evaluation Framework adopted by the Board, the Board adopted a
formal mechanism for evaluating its performance and as well as that of its Committees and
individual Directors for the financial year 202021. The exercise was carried out through a
structured evaluation process covering various aspects of the Boards functioning such as
composition of the Board & Committees, experience & competencies, performance of
specific duties & obligations, attendance of the meetings, governance issues etc.
Separate exercise was carried out to evaluate the performance of individual Directors who
were evaluated on parameters such as attendance, contribution at the meetings and
otherwise, independent judgement, safeguarding of minority shareholders interest etc.
The individual Directors performance was also evaluated and the Board was of the view
that the Directors fulfilled their applicable responsibilities and duties as laid down by
the Listing Regulations and the Companies Act, 2013 and at the same time contributed with
their valuable knowledge, experience and expertise to grab the opportunity and counter the
adverse challenges faced by the Company during the year
14. NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration committee framed
a policy for selection and appointment of Directors, Senior Management and their
remuneration. The company is having a Nomination and Remuneration committee comprising of
following directors ;
| Name |
Category |
Status |
| Mr. S. K. Chatterjee |
Non Executive Independent Director |
Chairman |
| Mr. Anil Choudhury |
Non Executive Independent Director |
Member |
| Mr. Nirmit Lohia |
Non Executive Director |
Member |
During the year two meeting of the Nomination and Remuneration Committee was held on
24/08/2020 and 12/02/2021.
15. AUDIT COMMITTEE
The company is having an Audit Committee comprising of following directors;
| Name |
Category |
Status |
| Mr. S.K.Chatterjee |
Non Executive Independent Director |
Chairman |
| Mr. Anil Choudhury |
Non Executive Independent Director |
Member |
| Mr. Nirmit Lohia |
Non Executive Director |
Member |
During the year 4 meetings of the Audit Committee was held on 30/06/2020, 14/09/2020,
11/11/2020 and 12/02/2021.
16. MEETINGS
The details of the Board Meeting and General Meeting are given in Annexure '2'.
17. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE
COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014.
The required details are provided in Annexure '3'annexed to this Report.
18. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION
OF MANAGERIAL PERSONNEL) RULES, 2014
The required details are provided in Annexure '4' annexed to this Report.
19. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013, with respect to Directors
Responsibility Statement, it is hereby confirmed that:
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(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 at the end of the financial year and of
the profit and loss of the company for that period;
(c) the directors had 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;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(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.
20. CODE OF CONDUCT
The Company has a Code of Conduct which is applicable to directors and management
personnel of the Company. The Company believes in conducting business in accordance with
the highest standards of business ethics and complying with applicable laws, rules and
regulations.
The Code lays down the standard procedure of business conduct which is expected to be
followed by the directors and management personnel in their business dealings and in
particular on matters relating integrity in the work place, in business practices and
complying with applicable laws etc.
All the directors and management personnel have submitted declaration confirming
compliance with the code.
21. RISK MANAGEMENT POLICY
Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Board of Directors of
the Company has adopted a Risk Management Policy of the Company. The Company manages,
monitors and reports on the principal risks and uncertainties that can impact its ability
to achieve its strategic objectives.
The Company has introduced several improvements to Integrated Enterprise Risk
Management, Internal Controls Management and Assurance Frameworks and processes to drive a
common integrated view of risks, optimal risk, mitigation responses and efficient
management of internal control and assurance activities. This integration is enabled by
all three being fully aligned across Group wide Risk Management, Internal Control and
Internal Audit methodologies and processes.
22. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company promotes ethical behaviour in all its business activities and has put in
place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil
Mechanism and Whistle Blower Policy under which the employees are free to report
violations of applicable laws and regulations and the Code of Conduct. The reportable
matters may be disclosed to the Ethics and Compliance Task Force which operates under the
supervision of the Audit Committee. Employees may also report to the Chairman of the Audit
Committee. During the year under review, no employee was denied access to the Audit
Committee.
23. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed.
All the Board of Directors and designated employees have confirmed compliance with the
Code.
24. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation was observed. During the year the company
appointed M/s Sanjeev Agarwal & Associates, Chartered Accountants, Kolkata as an
Internal Auditor. The firm is authorized to by the Audit Committee to access the adequacy
and compliance of internal control process, statutory requirements etc. The Audit
Committee met regularly to review reports submitted by the Internal Auditor. The Audit
Committee upon discussion with Internal Auditor set up applicable control measures for the
Company.
25. SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future.
26. MATERIAL CHANGES
There are no material changes and commitments affecting the financial position of the
company have accured between the date of financial year of the Company and date of the
report. There is no change in the nature of business of the Company.
27. STATUTORY AUDITORS
At the 34th Annual General Meeting of the Company held on 20.09.2017, M/s. B.Nath &
Co., Chartered Accountants, (Firm Registration No.307057E) were appointed as Statutory
Auditor of the Company to hold office from the conclusion of 34th Annual General Meeting
till the conclusion of 39th Annual General Meeting. They have confirmed that they are
eligible to continue as Auditors of the Company.
The Notes on financial statement referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditors' Report does not
contain any qualification, reservation or adverse remark.
28. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY
The Company has no Subsidiary. Associate or Joint Venture Company.
29. SECRETARIAL AUDIT
The Company has appointed Mrs. Dipika Jain (ACS 50343), a Practising Company Secretary
to conduct secretarial audit pursuant to Section 204 of the Companies Act ,2013. Their
report in form MR3 is attached to this report as annexure '5'
As regards her observation made in the Secretarial Audit we are to state that the
necessary steps are being taken to comply with the requirements.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure
'6' and is attached to this report.
31. DEPOSITS
During the year under review, your Company did not accept any deposits within the
meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of
Deposits) Rules, 2014.
32. SOCIAL OBLIGATION
Your Company has taken up and is constantly in touch with the various socio-economic
projects for uplifting standards of living of the people in and around its estate where it
operates.
33. LISTING ARRANGEMENTS
The Equity Shares of the Company are continued to be listed on the Stock Exchange,
Mumbai (BSE). The Annual Listing Fees of BSE have been paid up to date
34. GENERAL
Your Director further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
35. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Company's activities during the year under review. Your Directors also acknowledge
gratefully the shareholders for their support and confidence reposed on your Company.
|