AFFLUENCE

DIRECTOR’S REPORT
TO THIS SHAREHOLDERS
FOR THE YEAR ENDED 31ST MARCH, 2019
The Directors have pleasure in presenting their report and statement of Accounts of the Company for the year ended 31st March, 2019

FINANCIAL RESULTS
     2018-19   2017-18

CROP

During the year under review the total crop in North India was 1093 million kg against 1087 million kg in 2018. Your tea estates own production was 230694 kg against 230001 Kg. in earlier year out of 796721 kg total Tea manufactured against 708826 kg in earlier year. Annexure "A" shows the crop figures and other statistics from 1936 to 2018-2019.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL ERFORFORMANCE

The financial performance of the company with respect to operational parameters improved due to better price realisation of Tea. During the financial year under review the market was favourable compare to last year, however at the end of the year it declined .At the end of the season embargo was imposed on plucking by the Tea Board with a view to maintaining the crop quality in the tea industry.

OUTLOOK & RISKS AND CONCERNS

Low quality segment is likely to face price and movement constraints. The cost of production is going up with increase in wage inputs. So quality needs to be upgraded continually to fetch better prices which will compensate the costs. The management has taken various steps to improve production and quality. Investment has been made towards Garden Development and Factory.
Cont…2


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Tea being an agricultural product, the dependence is largely on weather conditions. Across the globe the weather condition has become erratic for last few years which adversely affected the production of the industry.
Increase in labour wages , high social cost, increase in energy cost , erratic climate condition being some of the aspects which cause concern.

DIVIDEND
Due to nominal profit no dividend is recommended by the board for the financial year ended 31st March, 2019.

TRANSFER TO RESERVES
Due to nominal profit no amount is transfer by the board to General Reserve for the financial year ended 31st March, 2019.

BUSINESS RESPONSIBILITY STATEMENT, HEALTH SAFETY SECURITY AND ENVIRONMENT

Health safety security and environment is a key priority of your company. Health safety security of everyone who works for your company is critical to the success of business.

DEVELOPMENT IN HUMAN RESOURCE MANAGEMENT

During the year the relations at the Tea Estate with the workers continued to be cordial. The total number of permanent employees were 338 as on 31st March, 2019.


SUBSIDIARY COMPANY, JOINT VENTURE AND ASSOCIATE COMPANIES

Your Company does not have any subsidiary, Joint Venture or Associate Company

DIRECTORATE

Pursuant to Section 152 of the Companies Act, 2013 Ms Savita Lahoty(DIN 00589267), a non-executive non-independent Director retires by rotation and being eligible offers herself for re-appointment.

Mr. Arvind Jatia (DIN 00428049) was appointed by the Board as an Additional Director on 22.04.2019. His appointment as a Director of the Company is subject to the approval of the shareholders at the ensuing Annual General Meeting.









Cont…3


[3]

  
BOARD MEETING

Eleven meetings of the Board of Directors were held during the year under review. The meetings were held on 25.04.2018, 25.06.2018, 20.08.2018, 27.08.2018, 01.09.2018, 01.10.2018, 22.10.2018, 07.12.2018, 13.12.2018, 07.01.2019 & 19.03.2019.


DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, based on the representations received from the operating management and after due enquiry, confirm that:

in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

they 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 at the end of the financial year on 31st March, 2019 and of the profit of the Company for that period;


they had 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.

they had prepared the annual accounts on a going concern basis;

they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and


they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


INTERNAL CONTROL

The company has laid down policies, guidelines and procedures which form part of its internal control system. The company has also formulated internal financial control system which is in line with the industry standard.

RISK MANAGEMENT

The Company has laid down the procedures to inform the Board at regular intervals about the risk assessment and minimization procedures, which shall be responsible for framing, implementing and monitoring the risk management plan of the Company.

                                                    Cont…4





[4]


AUDITORS

M/s. B. Kumar & Co., Chartered Accountants, Kolkata, retire as Auditors of the company at the 83rd  Annual General Meeting.  M/s Guin Nath & Associates , Chartered Accountants (Firm Registration No. 324826E) , Kolkata are proposed to be appointed as Auditors of the company. As required under the provisions of Section 139 and 141 of the Companies Act,2013 the Company has received a written consent and certificate from M/s Guin Nath & Associates. , Chartered Accountants  that their appointment, if made, would be in conformity with the limits specified in the said Section and that they are not disqualified to be appointed as Auditors of the Company. The Board has recommended to the shareholders appointment of M/s Guin Nath & Associates, Chartered Accountants , as the Auditors to hold office from the ensuing Annual General Meeting till the conclusion of the 84th Annual General Meeting and fix their remuneration.


With regard to note No.2.9  & 2.10 Part C in the Auditors' Report your Directors state that as per the usual practice Insurance Claim, Interest on National Savings Certificates , Post Office Savings account and employee's retirement benefits are accounted for on cash basis.

COST AUDITORS

Pursuant to the Ministry of Corporate Affairs, Notification No GSR 425(E) dated 30th June 2014, the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and the said provision is not applicable.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered into by the Company during the financial year were in the ordinary course of business and on arm’s length basis.

During the year, the Company had not entered into any contracts/ arrangements/ transactions with related parties that could be considered material in accordance with the policy of the Company on materiality of related party transactions. Your attention is also drawn to Note 2.17 in Significant Accounting Policies which sets out related party disclosures.
PUBLIC DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY ETC.

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) read with Companies (Accounts) Rules, 2014 is attached to this Report as Annexure “B”


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[5]

EXTRACT OF ANNUAL RETURN

The Abstract of the Annual Return as provided under section 92(3) of the Companies Act, 2013, for the year ended 31st March, 2019 is appended hereto as Annexure “C”

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders by Regulators/ Courts/ Tribunals that would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE BALANCE SHEET DATE

There are no material changes and commitments made by the Company after the date of the Balance Sheet till the date of this Report that would affect the financial position of the Company.

INSURANCE

Adequate insurance cover has been taken for properties of the company including buildings, plant and machineries and stocks against fire, earthquake and other risks as considered necessary.

GENERAL

During the year ended 31st March 2019, there were no cases filed / reported pursuant to the Sexual Harassment of Women At Work Place (Prevention, Prohibition and Redressal) Act.2013.

ACKNOWLEDGEMENT

The Board would like to thank the Company’s customers, employees, shareholders, bankers and all others associated with the Company for their continued support.

     For and on behalf of the Board of Directors


PREM RATAN LAHOTY
Managing Director
   DIN: 00580655


        ARVIND JATIA
Place: Kolkata    Director
Date: 6th September, 2019    DIN: 00463422
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FormNo.MGT-9
Annexure “C” to Directors’ Report

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st March, 2019


[Pursuant to section92(3)of the CompaniesAct,2013 andrule12(1)of the
Companies (Management and Administration) Rules, 2014]


REGISTRATION AND OTHER DETAILS:

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

Category-wise Share Holding

Shareholding of Promoters

Change in Promoters ’Shareholding (please specify, if there is no change)

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

V) Shareholding of Directors and Key Managerial Personnel:

INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

REMUNERATION OF DIRECTORS

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

B. Remuneration to other directors:

Note: All the Directors’ forgoes there fees for attending the Board meetings.














C. Remuneration to Other Than MD/Manager/WTD

PENALTIES/PUNISHMENT/COMPOUNDINGOFOFFENCES:

   For and on behalf of the Board of Directors
ARVIND JATIA     PREM RATAN LAHOTY

Place: Kolkata                                            Director            Managing Director
Date: 6th September, 2019                      DIN: 00428049        DIN: 00580655



















   Annexure “B” to Directors’ Report

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule8(3) of the Companies (Accounts) Rules,2014 for the year ended March 31, 2019 is given here below and forms part of the Directors’ Report.

Conservation of Energy:

In line with the Company’s commitment towards conservation of energy, tea estate continue with their efforts aimed at improving energy efficiency through improved operational and maintenance practices. The steps taken in this direction at tea estate are as under:

. Replacement of inefficient motors with energy efficient motors.

. Up gradation of Machineries and installation of new machineries based on fuel or power efficiency.

. Maintenance and overhauls of generators to achieve a high unit per ltr. Delivery

. Monitoring the maximum demand and power load factor on daily basis.

. Installation of adequate power capacitors for efficient utilization of available power.

. Optimum power factor is being maintained to avoid surcharge on power factor as well as to get
  maximum rebate on electricity consumption bills.

Technology Absorption:

. The efforts made by the Company towards technology absorption during the year under review are:
 
Managerial staff are encouraged to attend seminars and training programmes for  agricultural practices in the field and manufacturing process in the factories.

. The benefits derived like increase in productivity and cost reduction in tea estate.

. Expenditure on R&D – Company contributes for the activities of Tea Research Association.

.Trustea certification for setting up and following optimum SOPs

Foreign Exchange Earnings And Outgo:

. During the year under review no foreign exchange earnings & foreign exchange outgo made.

    For and on behalf of the Board of Directors



ARVIND JATIA PREM RATAN LAHOTY
Place: Kolkata                                       Director               Managing Director
Date: 6th September, 2019                    DIN: 00428049         DIN: 00580655

A) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; b) they 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 at the end of the financial year on 31st March, 2019 and of the profit of the Company for that period; c) they had 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. d) they had prepared the annual accounts on a going concern basis; e) they had 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) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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) read with Companies (Accounts) Rules, 2014 is attached to this Report as Annexure “B” In line with the Company’s commitment towards conservation of energy, tea estate continue with their efforts aimed at improving energy efficiency through improved operational and maintenance practices. The steps taken in this direction at tea estate are as under: . Replacement of inefficient motors with energy efficient motors. . Up gradation of Machineries and installation of new machineries based on fuel or power efficiency. . Maintenance and overhauls of generators to achieve a high unit per ltr. Delivery . Monitoring the maximum demand and power load factor on daily basis. . Installation of adequate power capacitors for efficient utilization of available power. . Optimum power factor is being maintained to avoid surcharge on power factor as well as to get maximum rebate on electricity consumption bills.

Technology Absorption: . The efforts made by the Company towards technology absorption during the year under review are: Managerial staff are encouraged to attend seminars and training programmes for agricultural practices in the field and manufacturing process in the factories. . The benefits derived like increase in productivity and cost reduction in tea estate. . Expenditure on R&D – Company contributes for the activities of Tea Research Association. .Trustea certification for setting up and following optimum SOPs

Foreign Exchange Earnings And Outgo: . During the year under review no foreign exchange earnings & foreign exchange outgo made.

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, based on the representations received from the operating management and after due enquiry, confirm that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; b) they 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 at the end of the financial year on 31st March, 2019 and of the profit of the Company for that period; c) they had 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. d) they had prepared the annual accounts on a going concern basis; e) they had 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) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.