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Godfrey Phillips India Ltd.

BSE: 500163 Sector: Consumer
NSE: GODFRYPHLP ISIN Code: INE260B01028
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VOLUME 7149
52-Week high 1542.00
52-Week low 823.15
P/E 47.63
Mkt Cap.(Rs cr) 5,281
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1022.00
CLOSE 1025.00
VOLUME 7149
52-Week high 1542.00
52-Week low 823.15
P/E 47.63
Mkt Cap.(Rs cr) 5,281
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Godfrey Phillips India Ltd. (GODFRYPHLP) - Director Report

Company director report

MANAGEMENT DISCUSSION AND ANALYSIS

Your Directors feel privileged to present the 80th Annual Report on the business andoperations of the Company along with the Audited Accounts for the financial year endedMarch 31 2017.

ECONOMIC ENVIRONMENT

In 2016 the growth in global economy was better but not good enough to turnaround theglobal economy. IMF estimated the global growth at 3.1% in 2016 and forecasts it to be3.5% in 2017. Economic activity increased in the US as consumer spending and exportsincreased over last year. All European economies had slow but consistent growth in 2016.Within the developing economies China's slowdown stabilized at 6.7% due to policysupport unlike the slowdown expected last year. Russia and Brazil also appear to becoming out of the doldrums. India continues to remain the poster boy of economic growthglobally. Most of the global central banks are expected to hold on to interest ratesthereby keeping inflation under control and accelerate consumer spending.

India is one of the fastest growing key economies in the world and is expected to growat 7.4% in 2017-18. The current government has successfully introduced structural reformssuch as demonetisation and GST to boost the Indian economy. Demonetisation had a mixedimpact on the economy however it promises to be a big step towards a digital economy. Themost significant reform is GST that has amalgamated the different tax markets in Indiainto one single tax market. It is the most fundamental and far reaching indirect taxreforms that have happened in decades. Even with some potential imperfections it canusher in quantum leap in transaction trails and logistic efficiencies.

Corporate earnings in India are expected to grow by over 20% in FY 2017-18 in thebackdrop of digital push and ‘Make in India' initiatives apart from variousinfrastructure development initiatives like road transport energy and ‘smartcities' projects etc. Comfortable liquidity benign inflation outlook lower netborrowings by the government stable currency and various legal reforms are expected todefine a path of sustainable growth. India is expected to be the third largest consumereconomy worth US$ 4 trillion by 2025 as per a Boston Consulting Group (BCG) report. Weare indeed placed in very good times where the economic and social benefits will accrueto all Indians.

TOBACCO INDUSTRY

In 2016 Euromonitor a global business intelligence provider estimated the globalcigarettes industry at 5.5 trillion sticks worth about US$ 700 billion and growing at 2%.The cigarette volumes declined by 3% in 2016 driven largely by decline in China anddeveloped markets. In India the industry managed to reverse the volume decline that was atrend for the last few years which was driven by steep tax hikes.

Globally the Electronic Vaping Devices (EVDs) accounted for US$10 billion in 2016while ‘heated and not burn' tobacco segment represented a further US$2 billion. Thecategory as a whole is forecast to grow to US$34 billion by 2021. Your Company is alreadypresent in EVD segment through select products in a few markets and has ambitious plansboth for the domestic and international markets.

Tobacco in India is an extremely important sector as it provides livelihood to over 45million people. India is the second largest global producer of tobacco. Tobacco andtobacco products contribute more than Rs. 30000 crores to the country's exchequerannually. It should be mentioned that more than 85% of this government revenue is fromcigarettes despite having a mere 15% share in total tobacco consumption in India.Successive annual excise duty hikes followed by states increasing local taxes in the pasthave led to this skewed taxation and volume distortions over a period of time. Theindustry welcomes GST which has tried to address this distortion to some extent.

Global leading tobacco producers like Malawi China and Zimbabwe have more than 1% oftheir arable landmass under tobacco cultivation while India has only around 0.25% of landunder tobacco cultivation. This is despite farmers deriving much higher income fromtobacco crop than other agricultural crops in India and tobacco crop having significantexport potential.

Regulation

India is a signatory to the WHO's tobacco control treaty named as "FrameworkConvention on Tobacco Control (FCTC)". This treaty and its programmes are constantlypushing governments towards extreme tobacco control. Various governments are faced withchallenges of balancing enormous socio-economic considerations against health hazardsassociated with the tobacco sector. India is one of the earliest signatories to theWHO-FCTC and most of the policy actions at government level are guided by this convention.

Various writ petitions challenging the Government's decision to implement 85% GHW onboth sides of the cigarette pack with effect from 1st April 2016 have beenheard by the Honourable High Court of Karnataka and its judgement is reserved. In themeantime the Industry has implemented the regulatory requirement to print new set ofpicture on the packs with effect from 1st April 2017.

Illicit cigarettes are posing serious threat to the industry as well as governmentrevenues as 1 in every 5 cigarettes sold is illicit in the country. While requesting thegovernment to direct its attention towards curbing the menace of illicit cigarettes yourCompany will always remain committed to regulatory adherence by being a responsiblecorporate entity.

SEGMENTWISE PERFORMANCE IN 2016-2017

Cigarettes

The legal cigarette industry faced yet another challenging year. On one hand it facescompetition from lightly taxed tobacco products like bidis chewing tobacco gutkha etc.and on the other hand the illicit cigarette market continues to grow unabated. Despitethese constraints your Company was able to maintain its domestic sale volumes at the lastyear's level though the share of economy segment of 64mm brands has increased at the costof its 69mm brands. This was made possible by your Company's relentless pursuit of valuecreation through new product launches with capsule filters and other differentiations.

Your Company will continue to pursue growth by focusing on portfolio expansion toaccommodate varying consumer preferences and by increasing its geographic footprintthrough expanded distribution infrastructure accelerated digital capabilities and costoptimization.

Tea

The domestic packaged and bulk tea business achieved a turnover of Rs. 105 crores whichwas slightly better than previous year. Your Company continued to focus on regionalconsumer taste preferences to drive demand of its products across its key markets. Thisapproach augmented with strengthened feet on street for better sales reach has resultedin consistency in sales despite stiff competition from local brands.

In an effort to drive long-term growth your Company invested in modernization of itsBazpur (Uttarakhand) manufacturing unit with the aim to enhance its compliance toregulatory safety and quality standards. To further accelerate the growth momentum yourCompany will continue to focus on consumer and trade preferences and better availabilityof its products through targeted consumer engagement acquisition and loyalty and use ofdigital media.

Your Company received the award for the ‘BEST COMPANY IN FOOD SAFETY' at theASSOCHAM Food Excellence Awards 2017.

Chewing Products

Your Company's Chewing Products business showcases a breakthrough year with a record70% growth in sales revenue growing from Rs. 151 crores to Rs. 258 crores in 2016-17. Itwas a year in which your Company made significant inroads into capturing market share inboth the premium and mid-premium segments of the Pan Masala Industry and laid the platformfor continuous growth across 2017-18 as well. Your Company believes in the process ofconstant improvement and unrelenting consumer focus and will continue to deliverconsistently high quality products to the consumers by understanding his unfulfilledneeds. Through consistent delivery of a high quality product supported by efficiency indistribution and consumer acquisition your company was not only able to capture amajority segment share in Gujarat but also developed newer geographies like OdishaJharkhand and West Bengal which constituted 35% of national volumes.

Pan Vilas your Company's flagship brand continues to hold strong share in the premiumsegment with over 20% share in the solus segment. Pan Vilas continued to delight theconsumers with its impeccable taste and grew by 5% in the strong solus markets of Gujaratand Madhya Pradesh. Similarly in the mid-premium segment your Company's brand Raagcaptured 2% segment share within 18 months of its launch.

In 2016-17 the quality of Pan Vilas was appreciated by several awards including the"India's Number 1 Brand Award 2016" and "India's Most Trusted Brand2016" by International Brand Consulting Corporation and India's Most Trusted BrandAwards Council respectively.

With several innovations and optimizations in production technology the focus of PanVilas is on continuing to provide the high quality Pan Masala at an optimum price pointfor the consumer. For 2017-18 consolidation in existing markets and an expansion ofproduct portfolio have been identified as the critical growth levers for the business.

Your Company also showcased a record growth in sales revenue of 40% in theconfectionary business on the back of a strong showing in the Re. 1 segment. Pan VilasBurst candies launched in 2016-17 has established itself in the confectionary industrythrough a highly innovative taste and strength in distribution and your Company aims tomaintain the growth momentum.

Exports

The following table shows the status of exports for different products during the yearunder report:

2016-17 2015-16
Value Value
Commodity/Product (Rs. in crores) (Rs. in crores)
Cigarette 179.38 173.49
Unmanufactured tobacco 302.41 331.85
Cut tobacco/CLB 34.99 38.92
Tea 40.52 61.70

Overall exports of your Company were at Rs. 557 crores as against Rs. 606 crores in thepreceding financial year.

All out efforts are being made to develop new customers and new markets across variousgeographies particularly in CIS & European Union for cigarette and tobacco exports.Brand seeding exercise in the cluster of countries in West Africa such as Benin TogoSierra Leone Gambia etc. is in progress. Your Company has become the most significantsupplier of Cut Tobacco and is well recognized for quality of its blends. The Company hasalso set up a warehouse at a strategic location in Europe to gain access to more marketsin Europe & CIS region with ready stock and is contemplating to create unmanufacturedand cut tobacco trading hubs in Middle East Africa & South East Asia particularly inlocations around cigarette manufacturing hubs of the world.

The bulk tea exports business faced a challenging year due to unfavorable global marketconditions such as sharp drop in Kenyan CTC prices devaluation of British Pound onaccount of Brexit and overstocking by large packers and traders in Iran. In an effort todrive long-term growth your Company will continue to focus on strengthening relationswith large and credible packers offering consistent revenue generation and higher marginstructures along with scouting for new high value clients in large tea drinking nations.

Retail

In 2016-17 Company's retail business made a steady progress with turnover at Rs. 152crores as against Rs. 129 crores during previous year. In the current financial year theCompany is redesigning and refurbishing its stores and plans are underway to scale up thebusiness.

HUMAN RESOURCE DEVELOPMENT

During the year the Human Resource function took some key initiatives aimed atre-building a sharper performance culture identification & nurturing of talentgauging the engagement levels of workforce and some state of the art capabilitydevelopment work. The employee rewards management system was revamped with an eye onenhancing individual and organizational performance. A detailed exercise was carried outon potential assessment and targeted employee capability building measures have been putin place. Your Company also undertook a detailed employee engagement survey and carriedout root cause analysis focusing on the levels of employee engagement and subsequentlydeployed appropriate measures in order to deliver excellence through an engaged workforce.Annual health check-up continued this year also for the employees to make your Company ahealthy organization.

CORPORATE DEVELOPMENT

Corporate Development team remains pivotal in executing growth strategy of your Companythrough strategic projects. It is involved in the business monitoring process to ensureall initiatives and projects are aligned to their objectives and plays a key role in theannual budgeting and long term planning exercise. The team also undertakes growth andproductivity related projects across business segments product categories and functionaldomains. The team regularly scans the external environment including regulatoryvolatility competitive landscape and the global tobacco industry in order to assess theirimplications in the short and long term.

INFORMATION TECHNOLOGY (IT)

Information technology has become one of the pillars of industry and your Company iscontinuously making investments in this field with the aim to improve operationalefficiency and enhance productivity in the organisation. Your Company has further grownits portfolio of systems over the last year and diverged into more process automation inorder to reinvent itself into a lean and efficient organisation.

Going forward IT will be concentrating on innovation in areas like enterprise widedigitalization business intelligence supply chain management leveraging cloud basedtechnology data mining etc. Your Company also realises that security is an importantaspect of any technology portfolio and therefore it has invested sufficiently to ensurethat all its data and documents are safe from any external threats.

TREASURY OPERATIONS

Your Company continues to enjoy the highest rating of ‘CRISIL A1+' for Short TermDebt Programme ‘CRISIL AA+/Stable' for Long Term Loan ‘CRISIL AA+/Stable' forfund based credit facilities and ‘CRISIL A1+' for non-fund based facilities. Withthese ratings in place your Company is able to raise funds at most competitive terms.Guided by the principles of liquidity safety and tax efficient returns the Company hasbeen deploying its long term surplus funds primarily in debt oriented schemes of reputedmutual funds. Also the Company continued to park its temporary surpluses in liquidschemes of various mutual funds.

FINANCIAL RESULTS

2016-17 2015-16
Rs. in Lakhs Rs. in Lakhs
Gross Profit 29190.30 34782.64
Less : Depreciation 9412.82 10220.49
Profit before tax 19777.48 24562.15
Less : Provision for tax
- current tax 5136.50 7066.38
- deferred tax charge/(credit) 1005.64 329.35
Profit after tax for the year 13635.34 17166.42
Add: Other comprehensive income/(loss)- net of tax (409.83) (219.69)
Total Comprehensive Income 13225.51 16946.73

During the year ended March 31 2017 the Company registered operating revenue of Rs.4397 crores as against Rs. 4262 crores during corresponding previous financial yeargiving a rise of 3.2%. However the profit after tax was lower at Rs. 136.35 croresagainst Rs. 171.66 crores last year as the Company's margins suffered due to its inabilityto fully pass on the cost and tax increases.

The trend of hike in indirect tax on tobacco segment on year-on-year basis continuedwith the Union Government increasing excise duty by 6% across segments in the budgetpresented on February 1 2017. But with the advent of GST we are hopeful of stability inthe indirect tax system in the times to come.

DIVIDEND

Your Directors are pleased to recommend the same dividend as last year of 400% i.e.Rs.8/- per equity share of face value of Rs.2/- each. The proposed dividend (including taxthereon) will absorb Rs. 5006.29 lakhs.

DEPOSITS

Your Company has not accepted any deposits covered under Chapter V of the CompaniesAct 2013 and hence no details pursuant to Rules 8(v) and 8(vi) of the Companies(Accounts) Rules 2014 are required to be reported.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 as on 31st March 2017 isattached as ‘Annexure - 1' to this Report.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

As on 31st March 2017 your Company had eight subsidiaries and threeassociate companies. The basic details of these companies form part of the extract ofAnnual Return given in ‘Annexure - 1'.

Form AOC-1 containing the salient features of financial statements of the Company'ssubsidiaries and associates is attached as ‘Annexure - 2'. Note 47 of theconsolidated financial statements shows the share of each subsidiary and associate companyin the consolidated net assets and profits of the Company. The audited financialstatements of these entities will be available for inspection during business hours at theRegistered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Indian Accounting Standard (Ind AS-110) - Consolidated FinancialStatements Group Accounts form part of this Annual Report. The Group Accounts have beenprepared on the basis of audited financial statements received from the subsidiary andassociate companies as approved by their respective Boards.

INTERNAL CONTROL SYSTEMS

Your Company has a robust system of internal controls commensurate with the size of theCompany and the nature of its business which ensures that transactions are recordedauthorised and reported correctly apart from safeguarding its assets against loss fromwastage unauthorised use and disposition.

The internal control systems are supplemented by well documented policies guidelinesand procedures which are in line with the internal financial control frameworkrequirements. There is an extensive programme of internal audit by a firm of charteredaccountants followed by periodic management reviews.

The Audit Committee actively reviews the adequacy and effectiveness of the internalcontrol systems and suggests improvements to strengthen the same.

CORPORATE SOCIAL RESPONSIBILITY

The CSR initiatives focus on inclusive growth with the Company striving to enhance thelivelihood of the local communities and contribute to their economic and social well-beingthrough various proactive community partnership programmes.

As part of various programmes for farmers women children and community developmentyour Company is supporting this cause by installing water purifiers holding health campsextending scholarships for meritorious children connecting children with schoolsconducting HIV awareness programmes operating skill training centres for adult childrenimproving infrastructure of schools by building toilets helping community throughdrainage construction and other cleanliness drive and thereby improving their livingconditions.

The Company has constituted a CSR Committee of the Board in accordance with theprovisions of Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014. The brief outline of the CSR policy overviewof the activities undertaken with amounts spent thereon during the year and composition ofthe Committee has been disclosed in ‘Annexure - 3'.

DIRECTORS

Mr. Samir Modi (DIN 00029554) retires by rotation at the ensuing Annual GeneralMeeting in accordance with the provisions of Section 152 of the Companies Act 2013 andbeing eligible offers himself for reappointment.

Mr. R. Ramamurthy Iyer (DIN 00030463) also retires by rotation but has expressed hisunwillingness to seek re-appointment and therefore would cease to be a Director onconclusion of the ensuing AGM.

The Board of Directors has recommended appointment of Mr. Sharad Aggarwal (DIN07438861) as a Whole-time Director of the Company for a period of 5 years with effect from1st October 2017 and he shall be liable to retire by rotation. The Company hasreceived a notice pursuant to Section 160 of the Companies Act 2013 from one of itsmembers proposing his candidature for appointment as a Director.

PERFORMANCE EVALUATION OF THE BOARD ETC.

Details pertaining to the manner in which evaluation of the Board its Committees andindividual Directors has been carried out form part of Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

Mr. K.K. Modi Managing Director Mr. Samir Modi Executive Director Mr. R.Ramamurthy Whole-time Director Mr. Sunil Agrawal Chief Financial Officer and Mr. SanjayGupta Company Secretary of the Company are deemed to be Key Managerial Personnel of theCompany as per the provisions of Companies Act 2013 and rules made thereunder.

BOARD MEETINGS

Details of the meetings of the Board held during the year form part of the CorporateGovernance Report.

AUDIT COMMITTEE

The composition functions and details of the meetings of the Audit Committee heldduring the year form part of the Corporate Governance Report.

RISK MANAGEMENT

Your Company considers that risk is an integral part of its business and therefore ittakes proper steps to manage all risks in a proactive and efficient manner. The Companymanagement periodically assesses risks in the internal and external environment andincorporates suitable risk treatment processes in its strategy and business and operatingplans. The details of practices being followed by the Company in this regard forms partof the Corporate Governance Report.

There are no risks which in the opinion of the Board threaten the very existence ofyour Company. However some of the challenges faced by it have been dealt with underManagement Discussion and Analysis which forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 (the‘Act') the Directors to the best of their knowledge confirm that:

(i) in the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;

(ii) appropriate accounting policies have been applied consistently and judgements andestimates that are reasonable and prudent have been made so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the period;

(iii) proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

(iv) the Annual Accounts have been prepared on a going concern basis;

(v) the internal financial controls to be followed by the Company have been laid downand such internal financial controls are adequate and are operating effectively; and

(vi) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and hat such systems are adequate and are operating effectively.

The above statements were noted by the Audit Committee at its meeting held on 12thAugust 2017.

RELATED PARTY TRANSACTIONS

Form AOC-2 containing particulars of contracts or arrangements entered into by theCompany with related parties referred in Section 188(1) of the Companies Act 2013 isattached as ‘Annexure - 4'. Details of related party transactions and relateddisclosures are given in the notes to the financial statements.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of loans guarantees and investments covered by the provisions of Section 186of the Companies Act 2013 are given in the notes to the financial statements.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Details of Whistle Blower Policy/Vigil Mechanism form part of the Corporate GovernanceReport.

REMUNERATION AND NOMINATION POLICY

The appointment and remuneration of Directors is governed by the recommendation ofNomination and Remuneration Committee and then decided by the Board subject to approval ofthe shareholders.

The remuneration payable to the Directors shall be decided keeping into considerationlong term goals of the Company apart from the individual performance expected from adirector(s) in pursuit of the overall objectives of the Company.

The remuneration of Executive Director(s) including Managing Director(s) and Whole-timeDirector(s) is governed by the recommendation of Nomination and Remuneration Committee asper the criteria recommended by it and then approved by the Board subject to approval ofthe Shareholders.

A Non-executive Director including a Non-independent Director may be paid remunerationby way of commission either by way of monthly payments or specified percentage of netprofits of the Company or partly by one way and partly by the other as may be recommendedby Nomination and Remuneration Committee and then decided by the Board subject to approvalof the Shareholders.

In accordance with the provisions of the Articles of Association of the Company and theCompanies Act 2013 a sitting fees ( presently fixed at Rs. 100000 per meeting) is paidto the Non-executive Directors of the Company who are not drawing any remunerationdescribed hereinabove for attending any meeting of the Board or of any Committee thereof.The remuneration payable to Directors shall be governed by the ceiling limits specifiedunder section 197 of the Companies Act 2013.

The remuneration policy for other senior management employees including key managerialpersonnel aims at attracting retaining and motivating high calibre talent and ensuresequity fairness and consistency in rewarding the employees. The remuneration tomanagement grade employees involves a blend of fixed and variable component withperformance forming the core. The components of total remuneration vary for differentemployee grades and are governed by industry practices qualifications and experience ofthe employee responsibilities handled by him his potentials etc.

DIVIDEND DISTRIBUTION POLICY

As mandated by the Listing Regulations the Board has formulated a dividenddistribution policy and the same is attached as ‘Annexure - 8' and is also availableon the Company's website.

BUSINESS RESPONSIBILITY REPORT

As mandated by the Listing Regulations the Business Responsibility Report has beenincluded as part of the Annual Report.

UNCLAIMED SHARE CERTIFICATES

Status of the unclaimed shares as on 31st March 2017 has been mentioned inthe Report on Corporate Governance.

CORPORATE GOVERNANCE

The Company is committed to maximise the value for its stakeholders by adopting theprinciples of good Corporate Governance in line with the provisions of law and inparticular those stipulated in the Listing Regulations. Its objective and that of itsmanagement and employees is to manufacture and market the Company's products in a way soas to create value that can be sustained over the long term for consumers shareholdersemployees business partners and the national economy in general.

Certificate from the auditors of the Company regarding compliance of the conditions ofCorporate Governance as stipulated in the Listing Regulations is enclosed.

Certificate from Mr. K.K. Modi Managing Director as the Chief Executive Officer (CEO)and Mr. Sunil Agrawal Executive Vice President – Finance as the Chief FinancialOfficer (CFO) in relation to the financial statements for the year along with declarationby the CEO regarding compliance with the code of business conduct of the Company by theDirectors and the members of the senior management team of the Company during the yearwere submitted to and taken note of by the Board.

STATUTORY AUDITOR

In terms of the resolution passed at the 77th Annual General Meeting (AGM)of the Company held on 23rd September 2014 M/s. Deloitte Haskins & SellsChartered Accountants the present statutory auditors hold office until the conclusion ofthe ensuing AGM and can't be re-appointed in view of the provisions of Section 139(2) ofthe Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014.

Accordingly the Board of Directors at in its Meeting held on 30th May 2017recommended appointment of M/s. S.R. Batliboi & Co. LLP (part of Ernst & Younggroup) Chartered Accountants Firm Registration No. 301003E as the new statutoryauditors of the Company to hold office for one term of 5 years commencing from conclusionof the ensuing AGM upto the AGM to be held in calendar year 2022.

The Company has received a certificate from M/s. S.R. Batliboi & Co. LLP to theeffect that their appointment if made shall be in compliance with the provisions ofSection 139 and 141 of the Companies Act 2013. Accordingly the Board proposesappointment of M/s. S.R. Batliboi & Co. LLP Chartered Accountants as the statutoryauditors of the Company in place of M/s. Deloitte Haskins & Sells to hold office fromthe conclusion of this AGM until the conclusion of the 85th AGM of yourCompany. Necessary resolution seeking approval of the Members in this regard has beenincorporated in the Notice convening the ensuing AGM.

Auditor's Report on the financial statements of the Company forms part of the AnnualReport and doesn't contain any qualification reservation adverse remark or disclaimer.

COST AUDIT

M/s. Chandra Wadhwa & Co. Cost Accountants (Firm Registration No.00239) have beenappointed as the Cost Auditor of the Company for the financial year 2017-18 to audit thecost accounting records for ‘Tea' business at a fee of Rs. 2.50 lakhs plusapplicable taxes and out of pocket expenses subject to approval by the Shareholders atthe ensuing Annual General Meeting.

Further the cost audit report for the financial year 2016-17 doesn't contain anyqualification reservation adverse remark or disclaimer.

SECRETARIAL AUDIT

M/s. Chandrasekaran Associates Practicing Company Secretaries have been appointed asthe Secretarial Auditor of the Company.

The Secretarial Audit Report for the year under review is attached as ‘Annexure -5' and doesn't contain any qualification reservation adverse remark or disclaimer.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review no significant and material order was passed by theRegulators/Courts that could impact the going concern status of the Company and its futureoperations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are attached as ‘Annexure - 6'.

Pursuant to the provisions of Section 136(1) of the Act and as advised the statementcontaining particulars of employees as required under Section 197(12) of the Act read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 will be available for inspection at the Registered Office of the Company duringworking hours and Members interested in obtaining a copy of the same may write to theCompany Secretary and the same will be furnished on request. Hence the Annual Report isbeing sent to the Members excluding the aforesaid information.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

The particulars prescribed under Section 143(3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are attached as ‘Annexure -7'.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place a policy on prevention prohibition and redressal of sexualharassment of women at work place in line with the requirements of the above Act.

Under the said policy an Internal Complaints Committee (ICC) has been set up toredress complaints received relating to sexual harassment. All employees (permanentcontractual temporary and trainees) are covered under this policy.

During the year under review no complaint was filed with the Company.

THE FUTURE

Availability of best in the class manufacturing facilities with right blend oftechnology vast distribution network adequate financial resources and motivated manpowerwill facilitate your Company to drive growth across its various businesses and productcategories both in domestic and international markets. Your Directors are confident thatthe Company will continue to create value for its shareholders in times to come.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation to the Governmentauthorities Company's bankers customers vendors investors and all other stakeholdersfor their continued support during the year. Your Directors are also pleased to recordtheir appreciation for the dedicated services of employees at all levels of operations inthe Company.

Respectfully submitted on behalf of the Board
New Delhi R.A. SHAH
Dated : 12th August 2017 CHAIRMAN