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Grob Tea Co Ltd.

BSE: 538367 Sector: Agri and agri inputs
NSE: GROBTEA ISIN Code: INE646C01018
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Grob Tea Co Ltd. (GROBTEA) - Director Report

Company director report

TO THE MEMBERS

Your Directors have pleasure in presenting the annual report together with AuditedAccounts of the Company for the year ended 31st March 2016.

FINANCIAL RESULTS 2015-16 2014-15
( Rs in Lacs) ( Rs in Lacs)
Profit before Depreciation & Tax 1011.68 491.42
Less: Depreciation 392.46 345.66
Profit before taxation 619.22 145.76
Provision for Taxation
- Current Tax 150.00 50.00
- Deferred Tax - -
Profit after Tax 469.22 95.76
Add : Profit brought forward 1781.05 1713.19
Balance available for appropriation 2250.27 1808.95
Proposed Dividend 23.25 23.25
Tax on proposed Dividend 4.73 4.65
Transferred to General Reserve 300.00 -
Balance carried forward 1922.29 1781.05

DIVIDEND

The Directors have recommended a dividend of Rs 2 Per Equity Share of Rs 10 each(Previous Year- Rs 2 per Equity Share) for the year ended 31st March 2016 subject toapproval of the shareholders at the ensuing Annual General Meeting.

TRANSFER TO RESERVE

During the financial year ended 31st March 2016 the Company has transferred Rs 300 Lacto the General Reserve.

PERFORMANCE

During the year the company achieved a production of 47.72 lacs kgs of Tea as comparedto 38.81 lacs kgs in the previous year due to acquisition of Martycherra T E. w.e.f01.01.2015. Adequate rain and favourable weather condition in later part of the year hasalso helped to achieve the highest crop in the Company.

The performance of the Company in the current financial year is much better than lastyear due to substantial increase in March 2016 crop and increase in price realization fromsale of tea.

The average sale price realization for the company's tea for the current year was Rs172.87 per kg which was higher by Rs 10/- per kg as compared to previous year. We havebeen able to improve the quality of tea produced consistently which helped us to improvethe price realization.

The steep increase in the manpower cost due to industry wise revision of Wages andSalaries and other input cost has affected the margins of the Company.

PROSPECTS

The Prospects for the crop for the year 2016-17 is uncertain due to excessive rain inearlier part of the season. The Company has emphasized to improve the quality so that thebetter realization can be achieved.

PUBLIC DEPOSIT

During the Financial Year 2015-16 the Company has not accepted any deposit within themeaning of Sec 73 and 74 of the Companies Act 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 161(1) of the Companies Act 2013 and theArticles of Association of the Company Mr. Sanjay Kumar Agarwal was appointed as anAdditional Director (Independent) of the Company with effect from 25th May 2016 subjectto the approval of member in the ensuing Annual General Meeting confirming him as anIndependent Director under Sec 149 150 and 152 read with Schedule IV of the Act for aterm of three consecutive years up to 31st March 2019 on non-rotational basis. The Companyhas received requisite notice in writing from a member proposing Mr. Sanjay Kumar Agarwalfor appointment as an Independent Director.

Mr. M K Agarwal Non-Executive Director will retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment .The Board ofDirectors recommend his re-appointment.

Mr. I B Sharaf Executive Director and Mr. B L Patawari CFO & Company Secretaryare the Key Managerial Personnel of the Company in accordance with the provisions ofSections 2(51) 203 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued there under as well as SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on business policy andstrategy apart from other Board business. The details of the number of Board meetings ofthe Company are set out in the Corporate Governance Report which forms part of thisReport.

COMMITTEE OF THE BOARD

During the year in accordance with the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements) Regulation 2015 currently the Board has fourCommittees to focus on specific areas and make decision within the authority delegated toeach of the Committees. All decision and recommendations of the Committees are placedbefore the Board either for information or approval. The detail of Committee of the Boardis as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• CSR Committee

The composition scope and powers of the aforementioned Committees together withdetails of meeting held during the year under review forms part of the CorporateGovernance Report.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT

In terms SEBI(LODR) Regulation 2015 with Stock Exchange Report on ManagementDiscussion & Analysis Report and the Report on Corporate Governance along with theCertificate from the Practicing Company Secretary certifying the compliance of CorporateGovernance have been attached and forms part of Annual Report marked as Annexure"A" and "B" respectively.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as Annexure"C" to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March2016 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on 31st March 2016 and of the profit/loss of the Company for that period;

c) the directors had 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;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

f) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

AUDITORS AND AUDITOR'S REPORT

Auditors

M/s. G.P. Agarwal & Co. Chartered Accountants Auditors of the Company retire atthe ensuing Annual General Meeting and being eligible offer themselves forre-appointment. The Audit Committee and the Board of Directors have recommended theirre-appointment. The Auditors' Report for the financial year 2015-16 does not contain anyqualification reservation or adverse remark.

Cost Auditor

In accordance to the provision of Section 148 of the Companies Act 2013 and Companies(Audit & Auditors) Rules 2014 the Company is not required to appoint Cost Auditor toaudit the cost records of the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed H M Choraria & Co Practicing Company Secretary to conduct theSecretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure"D" to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES

The company has no employee who are covered under Rule 5(2) of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014. However the informationrequired under Section 197 of the Companies Act 2013 read with Rule 5(1) Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is set out in Annexure"E" to this Report.

LOANS GUARANTEE OR INVESTMENT

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

RELATED PARTY TRANSACTIONS

During the financial year 2015-16 the Company has entered into transactions withrelated parties which were in the ordinary course of business and on arms' length basisand in accordance with the provisions of the Companies Act 2013. Further there were notransactions with related parties which qualify as material transactions under the SEBI(Listing obligations and Disclosure Requirements Regulation 2015). Thus disclosure inForm AOC-2 is not required.

The details of the related party transactions as required under Accounting Standard -18 are set out in Note 27.4 to the financial statements forming part of this AnnualReport.

VIGIL MECHANISM

The Company is committed to ethical moral and legal business conduct. Accordingly theBoard of Directors have formulated a Whistle Blower Policy which is in compliance with theprovisions of Section 177 (10) of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015. The detail of Whistle Blower Policy of theCompany has been outlined in the Corporate Governance Report which forms part of thisreport.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 25(3) of SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015 Independent Directors attheir meeting without the participation of the Non-independent Directors and Managementconsidered/evaluated the Boards' performance and other Nonindependent Directors. The Boardsubsequently evaluated its own performance the working of its Committees and IndependentDirectors.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is set out herewith as Annexure "F" tothis Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act 2013 the Company has formed a CSRCommittee and approved the CSR Policy. The brief outline of the Corporate SocialResponsibility (CSR) Policy of the Company is available on the Company's website :www.grobtea.com. The initiatives undertaken by the Company on CSR activities during theyear are set out in Annexure "G".

TRANSFER OF AMOUNT TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provision of section 124 of the Companies Act 2013 the declareddividend which remain unpaid or unclaimed for a period of seven years has to betransferred to the Investor education and Protection Fund established by the CentralGovernment. There is no amount due which is required to be transferred to InvestorEducation and Protection Fund as on 31st March 2016.

Company has uploaded the detail of unpaid and unclaimed dividend lying with the companyas on 15th September 2015 i.e. the date of last Annual General Meeting on the Companieswebsite www.grobtea.com

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company is committed to provide a safe and conducive work environment to itsemployees. During the year under review no case of sexual harassment was reported.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in future.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the devoted servicesrendered by all the employees of the Company and sincerely convey their appreciation tocustomers shareholders vendors bankers business associates regulatory and governmentauthorities for their continued support.

For and on behalf of the Board
M.K.Agarwal Directors
(DIN NO. 00697746)
Kolkata I.B.Sharaf Executive Director
Dated: 28th May 2016 (DIN NO. 00047266)