DIRECTORS' REPORT The Board presents the Thirty Eighth Annual Report and Accounts for the year ended 31st December, 2014. Directors' Responsibility Statement In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 ("the Act") and based upon the representations from the Management, the Board states that: a) in preparing the Annual Accounts, applicable Accounting Standards have been followed and there are no material departures; b) the Directors have selected such accounting policies, applied them consistently and made judgements and estimates that are reasonable and prudent 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 of the Company for the year; c) the Directors have taken proper and sufficient care in maintaining 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 of the Company on a "going concern" basis. Dividend With a view to conserve resources to meet capital expenses required in oil and tea business in near future, your Directors feel it prudent not to recommend any Dividend for the Financial Year 2014. Management Discussion and Analysis Report The annexed Management Discussion and Analysis Report forms a part of this Report and covers, amongst other matters, the performance of the Company during the Financial Year 2014 as well as the future outlook. Subsidiary Companies The Statement pursuant to Section 212 of the Companies Act, 1956, containing details of Subsidiary Companies forms part of this Report. In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. Subject to prior arrangement, the Audited Annual Accounts of the Subsidiary Companies will be available for inspection by any Member at the Company's Registered Office on all working days (except Saturday) between 11:00 a.m. and 1:00 p.m. prior to the date of Annual General Meeting. Directors Mr. Amit Kumar Ghosh resigned from the Board with effect from 26th February, 2015. The Board wishes to place on record its appreciation of the valuable guidance and support given by him during his tenure as a Director of the Company. At the Meeting of the Board of Directors of the Company held on 5th February, 2015, Mr. Sanjay Khandelwal was appointed as a Non-Executive Independent Director. Mr. Khandelwal retires at the ensuing Annual General Meeting. The Company has received a Notice under Section 160 of the Companies Act, 2013, from a Member signifying his intention to propose Mr. Khandelwal as a candidate for Directorship of the Company. All the Directors have filed requisite forms and declarations as required under Section 164(2) and 184(1) of the Companies Act, 2013. The brief resume/details relating to Directors who is to be appointed is furnished in the Notice of the ensuing Annual General Meeting. Cost Audit The Central Government has made it mandatory for the Company to conduct a cost audit and accordingly, the Company has appointed M/s. BCD & Associates, Cost Accountants, as its Cost Auditors. Auditors M/s. De Chakraborty & Sen, Chartered Accountants, the Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment for a period of 5 (five) years. The Audit Committee has recommended their re-appointment as the Auditors of the Company. Auditors' Observations The remarks in the Auditors' Report are already explained in the Notes to the Accounts and as such, does not call for any further explanation or elucidation. Secretarial Audit In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. S. Sarkar & Associates, Practicing Company Secretaries have been appointed as the Secretarial Auditors of the Company. The Report of the Secretarial Auditors is annexed to and forms a part of this Report. The Report is self-explanatory and does not call for any further comments. Report on Corporate Governance In accordance with the Listing Agreements with the Stock Exchanges, the Report on Corporate Governance in accordance with Clause 49 of the Listing Agreements along with the Auditors' Certificate is annexed to and forms a part of this Report. Particulars as per Section 217of the Companies Act, 1956 The information relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo, pursuant to Section 217(1) (e) of the Companies Act, 1956, is set out in Annexure "A" forming part of this Report. Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are set out in Annexure "B" forming part of this Report. Acknowledgement The Board sincerely thanks the Government of India, Ministry of Petroleum and Natural Gas, other Ministries, the Government of Assam, the Indian Tea Association, Tea Board, the Consortium and other Bankers, Customers, Shareholders, Vendors and other Stakeholders for their continued assistance and co-operation. The Board also takes this opportunity to acknowledge the industrial harmony at all the tea gardens and other locales and also thanks the employees and other workmen for their commitment and dedication. On behalf of the Board of Directors A. K. Jajodia - Managing Director Amit Halder – Director Sanjay Khandelwal - Director Kolkata 27th February, 2015 |