Your Directors present their 146th Annual Report and the Audited Accounts ofthe Company for the year ended 31st March 2015.
|Particulars || |
For the year ended 31st March 2015
For the Year ended 31st March 2014
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|Profit/ (Loss) before depreciation || |
|Provision for depreciation || |
|Profit/ (Loss) after depreciation || |
|Provision for Taxation || || |
|Profit / (Loss) after tax || |
|Add:(Loss) Brought forward from previous year || |
|Add :Revaluation amount on Outlived assets || || |
|Adjusted || |
|Add : Depreciation amount adjusted || |
|Transfer to Balance Sheet || |
|Profit avalable for appropriation || |
In view of accumulated losses no dividend is recommended for the Financial Year and notransfer is proposed to be taken to Reserves.
The Paid up Capital as on 31st March 2015 is Rs. 530.83 lakhs. TheCompany has not during the year under report issued any shares with or withoutdifferential voting rights granted stock options or issued sweat equity shares.
General Review of Operations
CROP & MADE TEA
Your company has produced 1741841 kgs of green leaf in comparison to previous yeargreen leaf production of 1746984 kgs resulting in a meager of 5143 kgs due to the factthat there has been erratic climate and undistributed rain similar to that in the earlieryear and that had caused considerable fall in green leaf production against budgetedproduction of 2000000 kgs. Your company has however inducted huge amount of privatefunds and internal accruals in the operation to achieve full production of tea made duringthe year and in years to come with a huge capital investment of Rs 4441875/-as comparedto Rs. 2549221/-in previous year in machineries and others. There have been payments ofold statutory dues too. Your company has been making continuous efforts to take out itselffrom both financial crunch and dirt of earlier years of non operations.
Based on this year s Green leaf production your company has made 391699 kgs oftea as compared to 404456 kgs in the previous year and has caused fall in recoveryduring the year. However there has been improvement in quality of tea made so that bettermargins on sale of its tea product could be reaped in this competitive domestic market. Itis pleasure to state that your company has been regular in payment of old statutory duesand meeting increasing labour payments amenities to employees and garden overheads.
During the current season it is our endeavor that the companys tea productionactivities be continued with better quality of tea made to reap higher margins on sale ofits tea product in this competitive domestic market.
Your Directors report that the Company has incurred net loss of Rs 2592867./- duringthe year resulting in continuous erosion of net worth of the company. The company haswritten back liabilities amounting Rs 4207318./- during the year However your companyhas received Subsidy on plantations amounting Rs. 142176/- during the year and have beenable to register their entitlements of subsidy on plantation for future periods too. Thelosses in tea business as compared to last year has been recorded on account ofconsiderable decrease in production of green leaf..
Your Directors observe that there are ups and downs in demand of tea in the domesticmarket as well as in overseas markets in the present year. Despite the continued losses onaccount of erratic climate and undistributed rain in the current year too higher cost ofproduction coupled with unfavorable financial situation being faced by your company yourDirectors visualize that your company would be able to produce good quality of tea and itwould reap good margins on made tea in the current season. Your Company is timely takingadequate steps for manuring the garden and also taking reasonable repairs works ofmachineries and factory buildings in anticipation that the company would improveproduction of green leaf yielding tea made production with improvement in quality of tea.
Your company is contemplating to achieve positive results in the current year providedthere would have been coverage for loss of production of green leaf in the remainingperiod as per estimations.
The company does not have any subsidiary or joint venture / associate companies.
The company has not accepted any fixed deposits during the financial year 2014-15.
CORPORATE SOCIAL RESPOSIBILITY (CSR)
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.
AUDITORS REPORT/ SECRETARIAL AUDIT REPORT
The Notes on Financial Statements referred to in the Auditors Report are selfexplanatory and the same need no further explanations in this regard.
Certain observations made in the Secretarial Audit Report are self explanatory and thesame need no further explanations in this regard.
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 provision of section188 of the Act were not attracted.
There were no materially significant related party transactions made during the periodunder review by the company with promoters Director or other designated persons whichcould conflict with the interest of the company at large.
Necessary disclosure regarding transactions with related parties has been made in thenotes to the Audited Accounts.
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 GUARNTEES OR INVESTMENTS
(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. 10101980/- and the wholeamount including amounts outstanding as on 31.03.2014 except to the extent of Rs.20680/-have been received back during the year. The purpose was to utilize the advances amountfor their general business purposes.
(ii) The loan and advances given to employees are Rs177504 /- as on 31.03.2015 andthe same are covered under the remuneration policy of the company. Hence Section 186 ofthe companies act 2013 is not applicable.
(iii) The company has not provided any guarantee. (iv) The details of the investmentsmade by the company are given in the notes of the financial accounts.
EVALUATION OF PERFORMANCE OF BOARD AND ITS COMMITTEES
In compliance with the provisions of the Act and clause 49 of the Listing Agreementthe Board has evaluated its own performance during the year under report along with thatof its various Committees and its individual Directors. The independent Directors alsoreviewed the performance of the Non Independent Director of the Company.
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. The tea gardenis continually causing business loss In the opinion of the board the business risk maythreaten the existence of the company.
The Board confirms that it has the required number of Independent Directors asenvisaged under Section 149(4) of the Act and the clause 49 of the listing Agreement withBombay Stock Exchange (BSE).
Smt. Pramila Bajoria ( DIN : 07123162.) was appointed as a woman director of theCompany in compliance with section 149(1) of the Companies Act2013 and as an AdditionalIndependent director u/s 161 of the Companies Act 2013 with effect from 13thMarch2015 till the conclusion of the ensuing Annual General Meeting of the Company.
Smt Pramila Bajoria is being proposed for appointment as an Independent Woman Directorat the forthcoming AGM for a period of five years from the conclusion of the 151th AGM asper the provisions of Section 149 of the Act.
Mr. Shakalya Kumar Bajoria retires at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment.
The Company has received declaration from the Independent Director of the Companyconfirming that he meets with the criteria of Independence as prescribed under Section 149(6) of the Companies Act 2013 and under Clause 49 of the Listing Agreement with StockExchange.
Brief profiles of Directors being appointed / re appointed are given in theReport 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 continued losses and persisting financial shortage even in the year hehas forgone his basic remuneration for the year and has decided to continue rendering hisservices as CEO & Managing Director as he had been rending services in earlier yearseven without remuneration.
The company took on record the appreciation of services rendered by Mr. Harsh KumarBajoria during the year and his continued support. However renewal of the letter ofappointment and remuneration of Mr. Harsh Kumar Bajoria as Managing director of thecompany and the requisites compliances in this regard with the Registrar of CompaniesWest Bengal are pending
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
A separate Report on Corporate Governance along with AuditorsCertificate on its compliance and a CEO certification pursuant clause 49 of the Listingagreement are attached as Annexure I of this Annual Report. The Management Discussion& Analysis" is attached as Annexure II to this Annual report.
As per Section 139 and other applicable provisions of the Companies Act 2013 theCompany has appointed M/s Gora & Company Chartered Accountants (Registration No.327183E ) as the Statutory Auditors as per the approval of the shareholders in AnnualGeneral Meeting (AGM) held on 29th September 2014 for a further period of three yearstill the conclusion of 148th Annual General Meeting 2017 ("AGM") subject toratification by shareholders at every AGM of the company on the remuneration and otherterms and conditions as may be fixed by the Board of Directors.
M/S Gora & Company have confirmed to the Company that their appointment satisfiesthe criteria prescribed in Section 141 of the Act and are not disqualified to be re appointed.
The Board recommends the ratification by the shareholders regarding their reappointment.
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(1) 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 for the financial year2014-15 to undertake the Secretarial Audit of the Company. the Secretarial Audit Report isannexed herewith as Annexure III
CASH FLOW ANALYSIS
The Cash Flow Statement for the year under review in terms of the Listing Agreementwith the Bombay Stock Exchange i.e. BSE is annexed.
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 Act2013read with Rule 8(3) of the Companies ( Accounts) Rules 2014 is stated in ANNEXURE IVattached herewith this report.
NOMINATION AND REMUNERATION POLICY OF THE COMPANY
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 V.
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.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)( c) of the Companies Act 2013 the Board of Directors herebystate 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 March2015 and of the loss of the Companyfor the financial year ended on that.
(c) the Directors have taken proper and sufficient care for the 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;and.
(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 ;
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.
ANNEXURES FORMING PART OF THIS REPORT
|ANNEXURE ||PARTICULARS |
|I ||Report on Corporate Governance together with Certificate from Auditor on compliance thereof and CEO certification under the Listing agreement |
|II ||Management Discussion & Analysis |
|III ||Secretarial Audit Report |
|IV ||Information pertaining to Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo Nomination and Remuneration mentioned in Annexure I |
|V ||Extracts from the Annual Return to be filed by the Company in Form MGT 9 |
During the year under review your Company has been maintaining cordial and mutuallyhelpful relationship with its employees. The Board takes on the records its deepappreciation of the co-operation and support extended by employees at all levels and looksforward to their total involvement and in pertaining the overall improvement of theCompany.
Your Directors wish to place on record their appreciation for the valuable andcontinued support received from the Government lenders bankers Share holders StockExchanges and all other business associates for the growth of the organization. YourDirectors also place on record their appreciation of the wholehearted support extended bythe employees & workers of the company.
| ||For and on behalf of the Board |
|Kolkata ||HARSH KUMAR BAJORIA (DIN: 00893180) |
|Date: 30.05.2015 ||CEO & Managing Director |