DIRECTORS REPORT 1.Your Directors have pleasure in presenting the Annual Reports of the Company together with the Audited Accounts for the financial year ended 31st March, 2015 2. DIVIDEND In view of the losses, the Board is recommending no dividend. 3. SHARE CAPITAL The Company issued and allotted 12 lacs equity shares of Rs 10/- each at a price of Rs. 25/- per equity shares (including a premium of Rs. 15/- per equity share) on 29 May, 2015, against conversion/redemption of 6% Non cumulative Redeemable Preference Shares allotted to Bank of India. 4. REVIEW OF BUSINESS OPERATIONS During the year under review the net loss of the company was Rs. 2079.50 lacs in comparison to the previous year profit of Rs. 18.99 lacs. The total Tea manufactured and sales in respect of the year under review was 17.24 lacs kg and 13.09 lacs kg against 28.63 lacs kg and 27.68 lacs kg respectively in the previous year. The reason inter-alia for the lower manufacturing and sales was transfer of both the tea estates of the Company during the financial year in pursuance of the Agreement of Sale entered into for sale of the Tea Estates in earlier years. 5. TRANSFER OF TEA ESTATES During the year under review, the company's tea estates namely Dhullie and Tinkharia were transferred w.e.f. 1st October, 2014 and 31st March, 2015 respectively as a going concern. The necessary approval of the share holders regarding sale of the tea estates was already obtained in the earlier years. 6. ANNUAL ACCOUNTS There was a delay in preparation of annual accounts due to reasons beyond the control of the management in one of the tea estates in Assam. The Company has taken necessary approval for extension of time for holding of Annual General Meeting. 7. BOARD OF DIRECTORS (a) The board comprises of four Directors of which three are Non Executive Independent Directors and one is the managing director. The Board has an optimum combination of executive and non-executive directors and more than half of the board consists of Non Executive Independent Directors. (b) Details of attendance of directors at board meeting and at the last Annual General Meeting with particulars of their other directorship and chairman/membership of Board Committees. During the year 2014-15, 6 Board Meetings were held on 30th may, 2014, 12th August 2014, 14th November 2014, 14th February 2015, 20th February 2015 and 31st March 2015. All the Board Meetings were held at Kolkata. 8. Committees of the Board The details of composition and meetings of the committees of the board of Directors held during the year as under:- a. Audit Committee Composition of the Audit Committee is in accordance with the requirements of section 177 of the Companies Act 2013. The attendance of each of the members in the meetings of the Committee is as under:- • The Audit Committee held four meetings during the year ended 31 March, 2015 on 30th May, 2014, 12th August 2014, 14th November 2014 and 20th February 2015. • WHISTLE BLOWER POLICY (Vigil Mechanism) Pursuant to sub section (9) &(10) of section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the company has established a Whistle Blower policy (Vigil Mechanism) for Directors and Employees of the company to report their genuine concerns or grievances. The policy was approved by the Board of Directors of the Company at its Meeting held on 30 May, 2014 and the Audit Committee was empowered by the Board of Directors to monitor the same and to report to the board about the complaints in an unbiased manner. b. Nomination & Remuneration Committee Composition of the Nomination & Remuneration Committee is in accordance with the requirements of section 178(1) of the companies Act, 2013. The composition is as under:- *Smt. Pooja Goenka was appointed as a Member of Committee and Shri Surendra Rampuria resigned from the Committee w.e.f. from 31st March,2015. • The Nomination & Remuneration Committee held one meeting on 20th February, 2015 during the financial year ended 31 March, 2015. • Company policies on Appointment & Remuneration The remuneration policy aims at rewarding performance based on review of achievements on a regular basis. The remuneration policy in consonance with requirements of section 178 of the Companies Act, 2013 & Rules thereto and the existing industry practice. The remuneration of employees largely consists of basic remuneration and perquisites. Board Metting attendance fees are paid to the Directors for attending meeting of the board or committee thereof and they do not draw any other remuneration from the company. The objectives of the remuneration policy are to motivate and encourage the employees to deliver higher performance and to recognize their contribution. The company's policy on the appointment of the Directors & Senior Management and the remuneration for the Directors, Key Managerial Personnel and other employees was approved by the board at its meeting held on 30 May, 2014. The non- executive directors are paid sitting fees of Rs.2000/- for each meeting of the board or any committee plus reimbursement of actual travel and out of pocket expenses incurred for attending such meetings. The details of the remuneration paid to the Directors during the year ended 31 March 2015 are as under. c. Stakeholders Relationship Committee Composition of the Stakeholders Relationship Committee is in accordance with the requirements of section 178(5) of the companies Act, 2013. The composition is as under:- During the year 2014-15, the Committee met on one time 14th November 2014. During the year, the company has received no complaints from the shareholders. 9. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors confirm: (i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same; (ii) that they have 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; (iii) that they 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) that they have prepared the annual accounts on a 'going concern' basis; (v) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; (vi) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 10. DIRECTORS Smt. Pooja Goenka was appointed as an additional Director of the company at the Board Meeting held on 31st March, 2015 in the category of Independent Woman Director pursuant to section 161 read with the second proviso of section 149 of the Companies Act 2013. In terms of section 161 of the Companies Act 2013, Smt. Pooja Goenka hold office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing along with the requisite deposit pursuant to section 160 of the Companies Act 2013 proposing her appointment as director of the Company. Your board based on the recommendation of the Nomination and Remuneration Committee of the board has recommended the appointment of Smt. Pooja Goenka as a Non Executive Independent Director of the Company for a term of five consecutive years subject to member's approval at the ensuing AGM. The Board of Directors recommend her appointment. Shri Surendra Rampuria resigned from the Board of Directors with effect from 31 March, 2015. The Board place on record their appreciations of the valuable services rendered and advice received from Shri Surendra Rampuria during his long tenure as Director of the Company. The tenure of office of Shri Siddhartha Rampuria Managing Director expired on 30th September 2015 and he has tendered his resignation as Managing Director w.e.f. 1 October, 2015. The Board at its meeting held on 1st October, 2015 has accepted his resignation and placed on record its appreciation for the valuable services rendered by him during his association with the company. 11. DECLARATION OF INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. 12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 The particulars of Loans, guarantees or investments made under Section 186 have been disclosed in the financial statements (Note No. 8 & 13). 13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES During the financial year 2014-15, there is no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Your Directors draw attention of the members to Note 26 to the financial statement which sets out related party disclosures. 14. STATUTORY AUDITORS M/s Tiwari & co, Chartered Accountants Auditors of the Company will retire at the forth coming Annual General Meeting. Pursuant to the provision of section 139(2) of the Act and the Rules framed there under and they have communicated their willingness to act as Auditors of the Company subject to necessary approval at the forth coming Annual General Meeting under section 139 and 140 of the Companies Act 2013 and the Board recommend their appointment for a further period of 2 years from the conclusion of this Annual General Meeting until the conclusion of the 68th Annual General Meeting on the remuneration to be fixed by the Board of Directors. 15. AUDITORS REPORTS The Auditors observation dealt within the notes to the Accounts which are self explanatory and do not require further clarification. 16. ANNUAL RETURN As provided under Section 92(3) of the Act, an extract of annual return is given in Annexure I in the prescribed Form MGT-9, which forms part of this report 17. SECRETARIAL AUDIT Pursuant to provision of section 204 of the Companies Act 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the company has 11. DECLARATION OF INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. 12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 The particulars of Loans, guarantees or investments made under Section 186 have been disclosed in the financial statements (Note No. 8 & 13). 13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES During the financial year 2014-15, there is no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Your Directors draw attention of the members to Note 26 to the financial statement which sets out related party disclosures. 14. STATUTORY AUDITORS M/s Tiwari & co, Chartered Accountants Auditors of the Company will retire at the forth coming Annual General Meeting. Pursuant to the provision of section 139(2) of the Act and the Rules framed there under and they have communicated their willingness to act as Auditors of the Company subject to necessary approval at the forth coming Annual General Meeting under section 139 and 140 of the Companies Act 2013 and the Board recommend their appointment for a further period of 2 years from the conclusion of this Annual General Meeting until the conclusion of the 68th Annual General Meeting on the remuneration to be fixed by the Board of Directors. 15. AUDITORS REPORTS The Auditors observation dealt within the notes to the Accounts which are self explanatory and do not require further clarification. 16. ANNUAL RETURN As provided under Section 92(3) of the Act, an extract of annual return is given in Annexure I in the prescribed Form MGT-9, which forms part of this report 17. SECRETARIAL AUDIT Pursuant to provision of section 204 of the Companies Act 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the company has appointed Shri K.C. Khwola, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as annexure II. 18. SECRETARIAL AUDITORS REPORT The secretarial auditors' report does not contain any qualifications, reservations or adverse remarks and have been annexed to the report. 19. Risk Management. The Board of the Company implement and monitor the Risk Management plan for the Company. The Board is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and control. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. 20. DEPOSITS The Company has neither accepted nor renewed any deposits during the year under review. 21. Internal financial control: The Company has adequate Internal Financial Control Systems at all levels of Managements and they are reviewed from time to time. The internal audit is carried out by a firm of Chartered Accountants. The audit committee of the board looks into auditors report which is deliberated upon and corrective action taken wherever required. 22. Board evaluation. The Company is yet to initiate necessary steps with regard to annual evaluation of the performances of the Board, its committee and individual Directors. It is proposed to carry out the annual performance evaluation of the Board, its committee and individual Directors after the completion of one year from the date of the constitution of the Board/Committee. 23. Particulars of employees. The information required U/s 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given below. a. The ratio of remuneration of Median Employees to that of Managing Director is 6.57. No other Directors get any remuneration from the company except the Board sitting fees, which is Rs. 2000/- per meeting. b. The percentage increase in the median remuneration of employees in the financial year was 11.90%. c. The number of permanent employees on the rolls of the company was 4858 employees. d. The explanation on the relationship between average increase in remuneration and company performance. On an average employees received an annual increase of about 9% The increase in remuneration is in line with the market trends. Whereas there was no increase in the salary of the Managing Director and Key Managerial Personnel. e. The company's shares are suspended from trading in Bombay Stock Exchange. As such the variation in the market capitalisation of the company, price earning ratio as at the closing date of the financial year and previous financial year is not possible. f. The Company affirms remuneration is as per the remuneration policy of the company. g. The other clauses of rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable. 24. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relates and on the date of this report. 25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure III which forms part of this report. 26. Listing Shares of the Company are listed with Bombay Stock Exchange and Calcutta Stock Exchange. Shares of the Company are suspended from trading in Bombay Stock Exchange due to non compliance of certain clauses of the listing agreement. Requisite steps are being taken by the company for revocation of suspension of trading in shares at Bombay Stock Exchange. 27. 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 Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. By Order of the Board M. K. Guha U. S. Menon Directors Place: Kolkata Date: 3 December, 2015 |