DIRECTORS' REPORT TO THE MEMBERS Your Directors have pleasure in presenting 32nd Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31 st March, 2015 2. PERFORMANCE HIGHLIGHT Your company produced 8.23 lac kgs. of tea for the year under review as against 8.45 lacs kgs. in the previous year and achieved a net turnover of Rs. 975.98 lacs by selling 7.74 lac Kgs. of tea as compared to Rs. 1073.31 lacs by selling 8.76 lac Kgs. of tea in the previous year. The operation of the Company during the year under review has resulted in a loss of Rs. 120.11 lacs before Interest, Depreciation, Taxes & Extraordinary Items in comparison to profit of Rs. 35.18 lacs in the previous year. After adjustment of profit from sale of land your company earned a net profit of Rs.33.85 lacs during the year as against loss of Rs.36.53 lacs in the previous year. 3. DIVIDEND In absence of operational profit .Your Directors do not recommend any Dividend for the year ended 31st March, 2015. 4. MODERNIZATION & EXPANSION The uprooting and replanting programme is being carried out in a phased manner. Your Company has spent Rs.27.44 lacs on extension & re-plantation and Rs.8.79 lacs on plant & machineries and Rs.21.87 lacs on vehicles during the year under review. 5. FUTURE PROSPECT The current season has started with extreme dry and unfavourable climatic condition causing huge crop loss in the early part of the season. The average price realisation 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 runing 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. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND During the year under review the Company was not required to transfer any amount to Investors Education and Protection fund under Section 125(2) of the Companies Act, 2013. 8. 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, Clause 49A of Corporate Governance is not applicable to your Company. However, adequate steps have been taken for better corporate governance. 9. CORPORATE SOCIAL RESPONSIBILITY The Company is not required to adopt Corporate Social Responsibility Policy and to incur expenditure on it. 10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The Company has not entered into any contract or arrangement with related parties referred in the section(1) of section 188 of the Companies Act 2013 during the year under review. 11. 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. 12. EXTRACT OF THE ANNUAL RETURN The extract of the Annual Return in Form No. MGT-9 is furnished inAnnexure-1 and is attached to this Report. 13. DIRECTORS AND KEY MANAGERIAL PERSONNEL Mrs. Sarita Lohia (DIN 00436091) was appointed as Additional Director on 27th March, 2015.Pursuant to section 160 of the Companies Act, 2013 she holds her office till the date of the forthcoming Annual General Meeting. Mr. Nirmit Lohia (DIN:03591937) retires at the ensuing Annual General Meeting but being eligible offers himself for reappointment. At the Board Meeting held on 14th Feb, 2015 Mr. Susanta Kumar Chatterjee (DIN 03115406) and Mr. Anil Choudhury (DIN 00439533) were designated as Independent Directors. Pursuant to section 149 of the Actsubject to the approval of the share holders at the forthcoming Annual General Meeting. Necessary declaration under section 149(6) of the Act, has been obtained from them that they fulfill the criteria to be appointed as Independent Director. At the Board Meeting held on 14th Feb, 2015 Mr. Ramesh Kumar Hirawat was appointed as President cum Chief Financial Officer (CFO) of the Company. 14. BOARD EVALUATION: Pursuant to the provisions of Companies Act, 2013 and Listing Agreements, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee. During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors. 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 judgment, safeguarding of minority shareholders interest etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Non-independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. 15. NOMINATION AND REMUNERATION POLICY: The Board of Directors of the Company at their meeting held on 14th February, 2015 constituted a Nomination and Remuneration Committee of Directors mainly for the purposes of recommending the Company's policy on remuneration package for the Managing/Executive Directors, reviewing the structure, design and implementation of remuneration policy in respect of Key Management Personnel. No meeting of the Nomination and' Remuneration Committee was held during the year. The composition of the Nomination and Remuneration Committee is as follows:- 16. AUDIT COMMITTEE: Audit Committee was constituted on 14th Feb, 2015 comprising Mr. S. K.Chatterjee Independent Director as Chairman, Mr. Anil Choudhury Independent Director and Mr. Nirmit Lohia Non Executive Director as other members. All the recommendations made by the Audit Committee were accepted by the Board. 17. MEETINGS: The details of the Board Meeting and General Meeting are given in Annexure '2'. 18. 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. 19. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 There is no employee drawing remuneration in excess of the limits prescribed under Rule 5(2) of The Companies (Appointment) Rules, 2014. 20. 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 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 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. 21. 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. 22. 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. 23. 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. 24. 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 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. 25. 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. 26. 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. 27. 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. 28. STATUTORY AUDITORS M/s. Das & Prasad, Chartered Accountants, ( Firm Registration No. 0303054E) Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that Ihey are not disqualified for re-appointment. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. 29. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY The Company has no Subsidiary, Associate or Joint Venture Company. 30. SECRETARIAL AUDIT The Company has appointed Mr. Babu Lai Patni (FCS 2304), a Practicing 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 '4' As regards his observation made in the secretarial Audit we are to state that the necessary steps are being taken to comply with the requirements. 31. 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 '5' and is attached to this report. 32. 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. 33. 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. 34. 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 upto the date. 35. 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. 36. 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 acknowledge gratefully the shareholder for their support and confidence reposed on your Company Registered Office: Sir R. N. M. House 3-B, Lai Bazar Street By Order of the Board NIRMAL KUMAR LOHIA Chairman-Cum-Managing Director Place : Kolkata -700 001 Dated, the 30th May,2015 |