Arcuttipore Tea Co Ltd.
|BSE: 530261||Sector: Agri and agri inputs|
|NSE: N.A.||ISIN Code: INE674C01010|
|BSE 15:40 | 20 Mar||1.15||
|NSE 05:30 | 01 Jan||Arcuttipore Tea Co Ltd|
Arcuttipore Tea Co Ltd. (ARCUTTIPORETEA) - Director Report
Company director report
TO THE MEMBERS
Your Directors present their 148th Annual Report together with the AuditedFinancial Statements for the year ended 31st March 2017.
Financial Summary Amount in Rs.
In view of accumulated losses no dividend is recommended for the Financial Year underreference and no transfer is proposed to be made to Reserves.
The Company has not issued during the year any shares with or without differentialvoting rights granted stock options or issued sweat equity shares. The Paid up ShareCapital of the Company as on 31st March 2017 is Rs. 530.83 lakhs Operationsand General View Green Leaf & Made Tea
Your company has produced 1925369 kgs of green leaf in the year 2016-17 ascompared to production of green leaf of 1953553 kgs in the year 2015-16 resulting in amarginal drop of production of 28184 kgs as there had been erratic climate andundistributed rain in the year. This cause had brought down deep fall in green leafproduction against budgeted production of 2150000 kgs for the year. This yeartoo your company has inducted private funds and also internal accruals in the operationto achieve better production of green leaf and correspondingly good quality of tea madeproduction in years to come. Your Company has made capital investment of Rs.1658993/-ascompared to Rs.5263058/-in previous year in land development and machineries.There has been continuous endeavor to take the company out from the financial crisis. Asagainst this years Green leaf production (including bought leaf of 183490 kgs)your company has manufactured 487519 kgs of tea (inclusive of 37587 kgs onbought leaf) as compared to 439907 kgs. in the previous year. Efforts are being made toincrease in recovery and improvement in quality of made tea so that better margins on saleof its tea product could be reaped in this competitive domestic market.
It is pleasure to mention state that your company has been regular in payment ofstipulated old statutory dues and meeting increasing labour dues amenities to staff andproduction overheads. In order to reduce cost of production at the initial period ofseason your company has contemplated to enhance made tea production in such initialperiod with bought leaf.
Your Directors report that the Company has made marginal cash profit during the yearagainst the continuous erosion of net worth of the company in the current year too. Thecompany has written back liabilities amounting Rs.4131340/- during the year. Yourcompany has not obtained their entitlements of subsidy on plantation for the currentperiod.
Your Directors observe that there are ups and downs in demand of tea in the domesticmarket as well as in overseas markets in the current season. Your Directors contemplatethat your company would be able to produce good quality of tea as well as higherproduction of tea with good quality so that it would sustain higher margins to meet costof production and incidental overheads. It is stated that necessary steps are being takenfor manuring the garden and repairs of machineries and repairs of factory buildings andcapital investment in machineries so that there be improvement in production of green leafand better recovery of made tea and of quality tea.
Your company is targeting to achieve positive results in the current season providedthere would have been production of green leaf as per estimations. The company does nothave any subsidiary or joint venture / associate companies.
Directors Responsibility Statement
Pursuant to Section 134(3)( c) of the Companies Act 2013 and based upon representationof Management the Board to the best of its knowledge and belief states that:
(a) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) it has selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31 March 2017 and of the loss of the Companyfor the financial year ended on that.
(c) the Directors have taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis.
(e) the Directors had laid down internal financial controls to be followed by thecompany and such controls are adequate and operating effectively; and
(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively ;
Auditors Report / Secretarial Audit Report
The Notes on Financial Statements referred to in the Auditors Report are selfexplanatory and need no further explanations in this regard. Certain observations madein the Secretarial Audit Report are self explanatory and the same need no furtherexplanations in this regard.
Corporate Governance And Management Discussion & Analysis
A separate Report on Corporate Governance together with a Certificate fromthe Practising Company Secretary on Compliance thereof and a Certificate from theCompanys CEO pursuant clause 49 of the Listing agreement are attached as AnnexureI of this Annual Report.
The "Management Discussion & Analysis" is attached as Annexure II tothis Annual report.
Directors and Key Managerial Personnel (KMP)
The Board confirms that it has the required number of Independent Directors asenvisaged under Section 149(4) of the Act and Regulation 17 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
The Company has received declaration from the Independent Directors of the Companyconfirming that they meet with the criteria of Independence as prescribed under Section149 (6)
of the Companies Act 2013 and Regulation 16(1)(b)(vi) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
Mr. Shalakya Kumar Bajoria (DIN: 00893170) retires at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment and an appropriateresolution has also been included as part of the Notice convening the forth coming AnnualGeneral Meeting. His brief profile is given in the Report on Corporate Governance.
Mr. Naresh Shah (DIN: 00893162) retires at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment and an appropriate resolution has alsobeen included as part of the Notice convening the forth coming Annual General Meeting. Hisbrief profile is given in the Report on Corporate Governance.
In compliance with Section 203 of the Act Shri Harsh Kumar Bajoria as Chief ExecutiveOfficer & Managing Director is appointed as Key Managerial Personnel during the underreference. There is no Chief Financial Officer appointed by the Company.
Mr. Harsh Kumar Bajoria CEO & the Managing Director of the company has informedthat in view of loss in the year he has forgone his remuneration for the year and hasdecided to continue rendering his services as CEO & Managing Director as he had beenrending services in earlier years even without remuneration.
Mr. Shalakya Bajoria Executive Director of the company has informed that in view ofloss in the year he has forgone his remuneration for the services to the company for theyear and has decided to continue rendering his services as Executive Director as he hadbeen rending services in earlier years.
The company took on record the appreciations of services rendered by both Mr. HarshKumar Bajoria and MR. Shalakya Bajoria Executive Director during the year and theircontinued support. However renewal of the letter of appointment and remuneration of Mr.Harsh Kumar Bajoria as Managing Director of the company and the requisites compliances inthis regard under the provisions of the Companies Act with the Registrar of CompaniesWest Bengal are pending.
Evaluation of performance of Board and its Committees
In compliance with the provisions of the Act and Regulation 17(10) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has evaluated itsown performance during the year under report along with that of its various Committees andits individual Directors. The Independent Directors also reviewed the performance of theNon - Independent Director of the Company.
Number of Board Meetings
The Board met six times during the financial year 2016-17. Details of Meetings and theattendance of each Director is provided in the Report on Corporate Governance.
The Company has in place a formal Nomination and remuneration Policy pursuant toSection 178 of the Companies Act 2013 and the text of the policy is disclosed in theCorporate Governance Report.
Annexure III Audit committee
The Boards Audit Committee comprises Sri C.P. Poddar and Sri Naresh Shah. Duringthe year under the report there were no disagreements whatsoever between the auditCommittee and the Board.
Related Party Transactions
All related party transactions that were entered during the Financial Year were on anarms length basis and in the ordinary course of business and provisions of section188 of the Act were not attracted. Hence the disclosure in Form AOC-2 is not required tobe given.
There were no materially significant related party transactions made during the periodunder review by the Company with promoters Directors or other designated persons whichcould have potential conflict with the interest of the company at large. Necessarydisclosure regarding transactions with related parties has been made in the Notes to theAudited Accounts.
Pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Related Party transactions are placed before the Audit Committee forapproval. Where required prior omnibus approval of the Audit Committee is obtained forcontinuous transactions and the corresponding actual transactions are reviewed atsubsequent Audit Committee Meetings.
The company has no Related Party Transactions policy that is to be given on the websiteof the company under the head investors corporate Governance.
Particulars of Loans Guarantees or investments under Section 186 of the Companies Act2013
(i) The Company has given interest free advances given in the nature of loan to some ofcompanies covered under provisions of section 186 of the Companies Act 2013. The amount ofInterest free advances given in the nature of loan is Rs. 510568/- are as on 31stMarch 2017. The purpose was to utilize the advances amount for their general businesspurposes.
(ii) The loan and advances given to employees are Rs 187504/- as on 31.03.2017 andthe same are being covered under the remuneration policy of the company. Hence Section186 of the Companies Act 2013 is not applicable.
(iii) The company has not provided any guarantee nor made any investment cover U/S 186of the Act during the year under Report.
(iv) The details of the investments made by the company in earlier years are given inthe notes of the financial statements.
The company has not accepted deposits excepting loan of Rs.9500000/- from anindividual during the financial year 2016-17.
Corporate Social Responsibility (CSR) initiatives
The Company does not meet the criteria specified in Section 135 of the Act requiring itto constitute a Corporate Social Responsibility Committee and formulate a policy for thispurpose.
Whistle Blower Policy
In compliance with the provisions of section 177 (9) of the Act and Clause 49 of theListing Agreement with CSE and Regulation 22 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has not codified whistle Policywhich is to be hosted on its website (www.arcuttiporeteaco.co.in)
As per Section 139 and other applicable provisions of the Companies Act 2013 pursuantto the recommendation of the Audit Committee of the Company and its Board of Directors MRKAssociates Chartered Accountants having registration no.007726C are appointed as theAuditor of the Company in place of retiring auditor M/s Gora & Company CharteredAccountants (Registration No. 327183E ) for a period of 5 years subject to the approvalof the shareholders in the ensuing Annual General Meeting (AGM) to be held on 25thSeptember 2017 and further subject to ratification by shareholders at every AGM of thecompany on the remuneration and other terms and conditions as may be fixed by the Boardof Directors.
M/S MRK Associates Chartered Accountant have given their consent to the Company thattheir appointment satisfies the criteria prescribed in Section 141 of the Act and are notdisqualified for appointment.
The Board recommends for ratification by the shareholders regarding their appointment.
As the manufacturing activities of the Company is below the threshold limit perNotification dated 30th June 2014 issued by Ministry of Corporate AffairsGovernment of India the company is not required to maintain cost record and no costauditor u/s 148 of the company Act 2013 was appointed.
Pursuant to the provisions of Section 204 of the Company Act 2013 read with theCompanies (Appointment and remuneration of Managerial Personnel) Rules 2014 The Board hasappointed
B.K. BARIK & ASSOCIATES Company secretary in practice to audit the secretarialrecords of the Company in respect of the Financial Year 2016-17.
The Report of the Secretarial Auditor is attached in Annexure IV to this Report.
Risk management and Significant Orders
The management is continuously endeavouring to deal with perceived risks in itsbusiness by indentifying and evaluating business risks and opportunities. This year thetea garden has caused business loss. In the opinion of the Board the risk involved due tothat may threaten the existence of the company.
During the year under Report there are no significant and material orders passed byRegulators or Courts or Tribunals impacting the companys going concern status andits future opereations.
Internal Control Systems
The company has adequate system of internal control commensurate with the size andnature of business. Procedures are in place to ensure that all assets are safeguarded andprotected against loss all transactions are authorized recorded and appropriatelyreported. The internal control system is monitored and evaluated by the Management whichinteracts with the Audit Committee.
Energy Technology & Foreign Exchange
The information pertaining to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under Section 134(3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is stated in AnnexureV attached herewith this report. There were no foreign exchange earnings during theyear under review and details of Outgo are given in the accounts.
Particulars of Employees
Particulars as required under Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are not given as noemployee of the Company falls under the prescribed category.
Disclosure Under Sexual Harassment of Women At Workplace
Following implementation of the Sexual Harassment of Women at the workplace(Prevention Prohibition & Redressal) Act 2013 a summary of complaints received ordisposed of during the Financial Year 2016-17 have been provided as under:-
Extract From Annual Return
The details forming part of the extract of the Annual return in form MGT 9 as requiredunder section 92 of the Act are given as Annexure VI to this Report.
1. Industrial Relations:
During the year under review the Company enjoyed cordial relationship with the workersand employees at all levels.
Annexures forming Part of this Report
Your Directors acknowledge the understanding and support shown by the Governmentlenders bankers Share holders Stock Exchanges suppliers employees and all otherbusiness associates for the growth of the organization. Your Directors place on recordtheir appreciation of the wholehearted support extended by the concerned persons of thecompany.