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Assambrook Ltd.

BSE: 500025 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE353C01011
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Assambrook Ltd. (ASSAMBROOK) - Director Report

Company director report

Your Directors have pleasure in presenting the Annual Reports of the Company togetherwith the Audited Accounts for the financial year ended 31st March 2015


The Company’s financial performance for the year under review along with previousyears figures are given hereunder:

(Amount in ‘000’)
For the year ended 31 March 2015 For the year ended 31 March 2014
Profit/(Loss) before Interest Depreciation & Exceptional items (30835) 27448
Less Interest 304 92
Profit/(Loss) before Depreciation & Exceptional items (31139) 27356
Less Depreciation 11350 13832
Profit/(Loss) before Exceptional items & Taxation (42489) 13524
Exceptional items 165461 11625
Profit/(Loss) before Tax (207950) 1899
Less Current Income Tax 00 00
Net Profit/(Loss) after Tax (207950) 1899
Balance brought forward (98498) (100397)
Balance carried forward to Balance Sheet (306448) (98498)
Earning per share (Basic) (32.18) 0.29
Earning per Share(Diluted) (32.18) 0.29


In view of the losses the Board is recommending no dividend.


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 2015against conversion/redemption of 6% Non cumulative Redeemable Preference Shares allottedto Bank of India.


During the year under review the net loss of the company was Rs. 2079.50 lacs incomparison to the previous year profit of Rs. 18.99 lacs. The total Tea manufactured andsales in respect of the year under review was 17.24 lacs kg and 13.09 lacs kg against28.63 lacs kg and 27.68 lacs kg respectively in the previous year. The reason inter-aliafor the lower manufacturing and sales was transfer of both the tea estates of the Companyduring the financial year in pursuance of the Agreement of Sale entered into for sale ofthe Tea Estates in earlier years.


During the year under review the company’s tea estates namely Dhullie andTinkharia were transferred w.e.f. 1st October 2014 and 31st March2015 respectively as a going concern. The necessary approval of the share holdersregarding sale of the tea estates was already obtained in the earlier years.


There was a delay in preparation of annual accounts due to reasons beyond the controlof the management in one of the tea estates in Assam. The Company has taken necessaryapproval for extension of time for holding of Annual General Meeting.


(a) The board comprises of four Directors of which three are Non ExecutiveIndependent Directors and one is the managing director. The Board has an optimumcombination of executive and non-executive directors and more than half of the boardconsists of Non Executive Independent Directors.

(b) Details of attendance of directors at board meeting and at the last AnnualGeneral Meeting with particulars of their other directorship and chairman/membership ofBoard Committees. During the year 2014-15 6 Board Meetings were held on 30thmay 2014 12th August 2014 14th November 2014 14thFebruary 2015 20th February 2015 and 31st March 2015. All the BoardMeetings were held at Kolkata. The last Annual General Meetings of the members of theCompany was held on 30th September 2014. The attendance and number of otherDirectorship/Committee Membership of each Director (excluding Assambrook Limited PrivateLimited Companies and Foreign Companies) is given below

Name of Directors

Category of Directorship(S)

Attendance at Board Meeting Attendance at AGM (30.9.2014) No of other Directorship Held No. of Board Committee of which Member/Chairman
Shri Surendra Rampuria* Non Executive Director 5 Yes Nil Nil
Shri Siddhartha Rampuria Managing Director 6 Yes Nil Nil
Shri Mrinal Kanti Guha Non Executive Independent Director 6 Yes Nil Nil
Shri U. S. Menon Non Executive Independent Director 6 Yes Nil Nil
Smt. Pooja Goenka* Non Executive Independent Director 0 No Nil Nil

*Smt. Pooja Goenka was appointed as an additional Director. and Shri Surendra Rampuriaresigned from the Board w.e.f. from 31st March2015.

8. Committees of the Board

The details of composition and meetings of the committees of the board of Directorsheld during the year as under:-

a. Audit Committee

Composition of the Audit Committee is in accordance with the requirements of section177 of the Companies Act 2013. The attendance of each of the members in the meetings ofthe Committee is as under:-

Name of the Committee Member Designation Chairman/ Members Meetings held & attended
1. Shri U. S. Menon Non Executive Independent Director Chairman 4
2. Shri Siddhartha Rampuria Managing Director Member 4
3. Shri Mrinal Kanti Guha Non Executive Independent Director Member 4

(Vigil Mechanism) for Directors and Employees of the company to report their genuineconcerns or grievances. The policy was approved by the Board of Directors of the Companyat its Meeting held on 30 May 2014 and the Audit Committee was empowered by the Board ofDirectors to monitor the same and to report to the board about the complaints in anunbiased manner.

b. Nomination & Remuneration Committee

Composition of the Nomination & Remuneration Committee is in accordance with therequirements of section 178(1) of the companies Act 2013. The composition is as under:-

Name of the Committee Member Designation Chairman/Members
1. Shri U.S. Menon Non Executive Independent Director Chairman
2. Shri Surendra Rampuria* Non Executive Director Member
3. Shri M.K. Guha Non Executive Independent Director Member
4. Smt. Pooja Goenka* Non Executive Independent Director Member

*Smt. Pooja Goenka was appointed as a Member of Committee and Shri Surendra Rampuriaresigned from the Committee w.e.f. from 31st March2015.

• The Nomination & Remuneration Committee held one meeting on 20thFebruary 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 achievementson a regular basis. The remuneration policy in consonance with requirements of section 178of 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 boardor 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 employeesto deliver higher performance and to recognize their contribution.

The company’s policy on the appointment of the Directors & Senior Managementand the remuneration for the Directors Key Managerial Personnel and other employees wasapproved 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 theboard or any committee plus reimbursement of actual travel and out of pocket expensesincurred for attending such meetings. The details of the remuneration paid to theDirectors during the year ended 31 March 2015 are as under.

Name of Salary Directors Perquisites and Allowances Commission Sitting fees Total
Shri U.S. Menon 24000/- 24000/-
Shri Surendra Rampuria 10000/- 10000/-
Shri M.K. Guha 24000/- 24000/-
Shri 300000/- Siddhartha Rampuria Nil Nil Nil 300000/-

c. Stakeholders Relationship Committee

Composition of the Stakeholders Relationship Committee is in accordance with therequirements of section 178(5) of the companies Act 2013. The composition is as under:-

Name of the Committee Member Designation Chairman/Members
1. Shri U.S. Menon Non Executive Independent Director Chairman
2. Shri Siddhartha Rampuria Managing Director Member
3. Shri M.K. Guha Non Executive Independent Director Member

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.


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 standardshave been followed and no material departures have been made from the same;

(ii) that they have selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(iii) that they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(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 Companyand that such internal financial controls are adequate and are operating effectively;

(vi) that they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.


Smt. Pooja Goenka was appointed as an additional Director of the company at the BoardMeeting held on 31st March 2015 in the category of Independent Woman Directorpursuant to section 161 read with the second proviso of section 149 of the Companies Act2013.

In terms of section 161 of the Companies Act 2013 Smt. Pooja Goenka hold office up tothe date of the ensuing Annual General Meeting. The Company has received notice in writingalong with the requisite deposit pursuant to section 160 of the Companies Act 2013proposing her appointment as director of the Company. Your board based on therecommendation of the Nomination and Remuneration Committee of the board has recommendedthe appointment of Smt. Pooja Goenka as a Non Executive Independent Director of theCompany for a term of five consecutive years subject to member’s approval at theensuing AGM. The Board of Directors recommend her appointment.

Shri Surendra Rampuria resigned from the Board of Directors with effect from 31 March2015. The Board place on record their appreciations of the valuable services rendered andadvice received from Shri Surendra Rampuria during his long tenure as Director of theCompany.

The tenure of office of Shri Siddhartha Rampuria Managing Director expired on 30thSeptember 2015 and he has tendered his resignation as Managing Director w.e.f. 1 October2015. The Board at its meeting held on 1st October 2015 has accepted hisresignation and placed on record its appreciation for the valuable services rendered byhim during his association with the company.


The Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.


The particulars of Loans guarantees or investments made under Section 186 have beendisclosed in the financial statements (Note No. 8 & 13).


During the financial year 2014-15 there is no materially significant related partytransactions made by the company with Promoters Key Managerial Personnel or otherdesignated persons which may have potential conflict with interest of the company atlarge.

Your Directors draw attention of the members to Note 26 to the financial statementwhich sets out related party disclosures.


M/s Tiwari & co Chartered Accountants Auditors of the Company will retire at theforth coming Annual General Meeting. Pursuant to the provision of section 139(2) of theAct and the Rules framed there under and they have communicated their willingness to actas Auditors of the Company subject to necessary approval at the forth coming AnnualGeneral Meeting under section 139 and 140 of the Companies Act 2013 and the Boardrecommend their appointment for a further period of 2 years from the conclusion of thisAnnual General Meeting until the conclusion of the 68th Annual General Meetingon the remuneration to be fixed by the Board of Directors.


The Auditors observation dealt within the notes to the Accounts which are selfexplanatory and do not require further clarification.


As provided under Section 92(3) of the Act an extract of annual return is given inAnnexure I in the prescribed Form MGT-9 which forms part of this report


Pursuant to provision of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Shri K.C. Khwola Practicing Company Secretary to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith as annexure II.


The secretarial auditors’ report does not contain any qualifications reservationsor adverse remarks and have been annexed to the report.

19. Risk Manqagement.

The Board of the Company implement and monitor the Risk Management plan for theCompany. The Board is responsible for reviewing the risk management plan and ensuring itseffectiveness. The Audit Committee has additional oversight in the area of financial risksand control. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis.


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 ofManagements and they are reviewed from time to time. The internal audit is carried out bya firm of Chartered Accountants. The audit committee of the board looks into auditorsreport 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 theperformances of the Board its committee and individual Directors. It is proposed to carryout the annual performance evaluation of the Board its committee and individual Directorsafter 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 feeswhich is Rs. 2000/- per meeting.

b. The percentage increase in the median remuneration of employees in the financialyear 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 andcompany performance.

On an average employees received an annual increase of about 9% The increase inremuneration is in line with the market trends. Whereas there was no increase in thesalary of the Managing Director and Key Managerial Personnel.

e. The company’s shares are suspended from trading in Bombay Stock Exchange. Assuch the variation in the market capitalisation of the company price earning ratio as atthe 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 ofManagerial Personnel) Rules 2014 are not applicable.


No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relatesand on the date of this report.


The particulars in respect of conservation of energy technology absorption and foreignexchange 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 StockExchange. Shares of the Company are suspended from trading in Bombay Stock Exchange due tonon compliance of certain clauses of the listing agreement. Requisite steps are beingtaken by the company for revocation of suspension of trading in shares at Bombay StockExchange.


Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

By Order of the Board
M. K. Guha
Place: Kolkata U. S. Menon
Date: 3 December 2015


Annexure II



For the Financial Year ended March 31 2015

[Pursuant to section 204(1) of the Companies Act 2013 and

Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]


The Members M/s Assambrook Ltd

1 Shakespeare Sarani Kolkata-700071 West Bengal

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Assambrook Limited(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon. Based on my verification of the Company’s bookspapers minute books forms and returns filed and other records maintained by the companyand also the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the company has during the audit period covering the financial year ended onMarch 31 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter: I have examined the books papersminute books forms and returns filed and other records maintained by the Company for thefinancial year ended on March 31 2015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009.

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008.

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.

(vi) The following Industry Specific Laws are applicable to the Company.

a) The Tea Warehouse (Licensing) Order 1989

b) The Tea Waste (Control ) Order 1959 c) The Tea ( Marketing ) control Order 1984

d) Tea (Distribution and Export ) Control Order 2005

e) Plantation Labour Act 1951 f) Food Safety and Standards Act 2006

g) Tea Act 1953

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India (notnotified for implementation during the year).

(ii) The Listing Agreement entered into by the Company with Bombay Stock Exchange andCalcutta Stock Exchange. During the audit period under review the Company has compliedwith the provisions of the Acts Rules Regulations Guidelines Standards etc. mentionedabove.

I further report that

a) The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors Independent Directors and Women Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were carried out in compliance with the provisions of the Act.

b) Adequate notice is given to all directors to schedule the Board Meetings. Agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

c) Majority decision is carried through while the dissenting members’ views arecaptured and recorded if any as part of the minutes.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the Audit Period the Company had not gone through anyspecific events having a major bearing on the Company’s affairs in pursuance to theabove referred laws rules regulations guidelines standards etc.

This report is to be read with our letter of even date which is annexed as AnnexureA and forms as an integral part of this report.

K. C. Khowala
Company Secretary in practice
Place: Kolkata

ACS No. 4695


CP No. 2421

"Annexure A"

(To the Secretarial Audit Report of Assambrook Limited for the financial year endedMarch 31 2015)


The Members Assambrook Limited

1 Shakespeare Sarani Kolkata-700071 West Bengal

Our Secretarial Audit Report for the financial year ended March 31 2015 of even dateis to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. My responsibility is to express an opinion on these secretarial records based onour audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices I followed provide areasonable basis for an opinion.

3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Wherever required I have obtained the management representation about thecompliance of laws rules regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws rulesregulations and standards is the responsibility of management. My examination was limitedto the verification of procedures on test basis.

6. The secretarial audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

K. C. Khowala
Company Secretary in practice
Place: Kolkata

ACS No. 4695

Date: 03/12/2015

CP No. 2421

Annexure III

Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 and forming part of the Directors’Report for the year ended 31st March 2015.

A. Conservation of Energy:

i) Steps taken or impact on conservation of energy:

Condensed Bulbs has been replaced with CFL Bulbs to reduce the energy consumption inall Factories.

Supply of high calorific value coal from North-East Coalfields (Marghereta) with lessash content has been supplied to maintain the temperature and also reduction in coalconsumption.

Automatic Voltage Regulator has been installed at Tea Estate to utilise efficiently thegrid supply as there had been serious problem of low voltage supply for the past 2 yearsdue to severe drought in Assam.

The energy conservation measures have resulted in saving of in both coal andelectricity consumption. It is expected that there will be further saving in coalconsumption during the year 2015-16.

ii) Steps taken by the Company for using alternate sources of energy:

Efficient coal burners had been installed at factories which has resulted in bringingdown the consumption of coal and it is being considered for other gardens.

iii) Capital investment on energy conservation equipment:

All the equipments and machineries are acquired with energy conservation in view. Thusthe extent of investment can not be separately quantified.

B. Technology Absorption:

(i) The efforts made towards technology absorption:

Indigenously developed technologies for the improvement of production both in field andfactory were adopted and required modifications and innovations were done on continuousbasis.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution:

Garden has used JCB machines for uprooting tea bushes with better results in bothquality and speed of work and reducing the involvement of manual workers withoutincreasing the overall cost of uprooting and replanting. Pruning machines were used forcutting bushes resulting in 50% saving in manpower.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)

(a) The details of technology imported: Nil

(b) The year of import: Nil

(c) Whether the technology been fully absorbed: Not applicable

(d) If not fully absorbed areas where absorption has not taken place and the reasonstherefor: Not applicable.

(iv) The expenditure incurred on Research and Development:

The Company subscribes to Tea Research Associations which does R & D work for itstea industries and their expert advice is also being obtained through visits by theirAdvisory Officers to the garden from time to time.

C. Foreign Exchange earnings and outgo: Earnings in foreign exchange: Nil

Foreign exchange outgo: Nil

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