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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

Your Directors have pleasure in presenting the annual report together with AuditedAccounts of the Company for the year ended 31stMarch 2017.

FINANCIAL RESULTS 2016-17 2015-16
(Rs. in Lacs) (Rs. in Lacs)
Profit before Depreciation &Tax 502.46 1011.68
Less: Depreciation 372.57 392.46
Profit before taxation 129.89 619.22
Provision for Taxation
- Current Tax 40.00 150.00
- Deferred Tax - -
Profit after Tax 89.89 469.22
Add : Profit brought forward 1922.30 1781.05
Add: Adjustment for Bearer Plant 11.36 -
Balance available for appropriation 2023.55 2250.27
Proposed Dividend - 23.25
Tax on proposed Dividend - 4.73
Transferred to General Reserve - 300.00
Balance carried forward 2023.55 1922.29

PERFORMANCE

During the year under review your Company achieved a production of 47.24 lacs kgs ofCTC Tea as compared to 47.72 lacs kgs in last year. The average sale price realization forthe CTC tea for the current year was Rs 159.60 as compared to Rs. 172.87 realized in theearlier year. The sale price of the tea was adversely affected due to restricted demand ofquality teas in auction centre which has lower realisation by Rs18-20/- per kg of CTC tea.

The profit for the year was also affected due to substantial increase in salaries andwages in terms of industry wide agreements with the workers' and employees' unions .

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 2017subject toapproval of the shareholders at the ensuing Annual General Meeting.

TRANSFER TO RESERVE

No amount was transferred to the reserves during the financial year ended31stMarch2017.

PROSPECTS

The Prospects for the crop for the year 2017-18 is uncertain due to excessive rain inearlier part of the season which will affect the crop. The market is expected to remainrange bound but good quality tea will attract premium and your Company is continuouslyemphasize to improve the quality of tea to fetch the higher realization.

PUBLIC DEPOSIT

During the Financial Year 2016-17 the Company has not accepted any deposit within themeaning of Sec73 and 74 of the Companies Act2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Sections 196197 & 203 read with Schedule V and otherapplicable provisions if any of the Companies Act 2013 ("the Act") TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (includingany statutory modifications or re-enactment(s) thereof for the time being in force) Mr.Pradeep Kumar Agarwal (DIN: 00703745) Non-executive Director of the Company is proposedto be appointed as a Managing Director of the Company not subject to retirement byrotation for a period of 3 (Three) Years with effect from 1st April 2017. Pursuant tothe provisions of Sections 196197198 and 203 read with Schedule V and such otherapplicable provisions of the Companies Act 2013 and the Companies (Appointment andQualifications of Directors) Rules 2014 Mr. I B Sharaf (DIN: 00047266) is proposed tobe re-appointed as an Executive Director of the Company not subject to retirement byrotation for a period of 4(Four) Years with effect from 29th May 2017 .

Mr. M K Agarwal (DIN: 00697746) Non-Executive Director will retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment inaccordance with the provisions of Companies Act 2013. Pursuant to the provisions ofSections 149 152 read with Schedule IV and such other applicable provisions of theCompanies Act 2013 and the Companies(Appointment and Qualifications of Directors)Rules2014 Mr. PJ Bhide(DIN: 00012326) and Mr. H M Parekh (DIN: 00026530) is proposed tobe re-appointed as an Independent Director of the Company for a period of 3(Three) Years.

The Board of Directors on the recommendation of Nomination & Remuneration Committeeproposes the appointment/ re-appointment of the aforesaid Directors at the ensuing AGM.Necessary resolutions for the same have been included in the Notice convening the ensuingAGM and details of the terms and conditions including remuneration asset out inexplanatory statement annexed to the Notice convening the ensuing AGM.

Mr. I B Sharaf (DIN: 00047266) Executive Director Mr. B L Patawari Chief FinancialOfficer and Ms. Kritika Mohata Company Secretary are the Key Managerial Personnel of theCompany in accordance with the provisions of Sections 2(51) 203 of the Companies Act2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

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

I n 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) Rules2014 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 ended31st March2017 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 at 31st March 2017 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 theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

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

n I terms of Section 139(2) of the Act M/s G P Agarwal Chartered Accountantsexisting Statutory auditors of the Company have completed their tenure of two terms offive consecutive years at the commencement of the act on 1st April 2014 and an additionalperiod of 3yearsasstipulated under third provision of Section 139(2) read with Rule 6 ofthe Companies (Audit and Auditors) Rules 2014. Accordingly they will have to vacate theoffice at the conclusions of the forth coming Annual General Meeting.

In view of above the Audit Committee and the Board recommends the appointment of M/s.Dhandhania & Associates Chartered Accountants as the Statutory Auditor for a periodof 5 years commencing from the conclusion of the forthcoming Annual General Meeting. M/sDhandhania & Associates have given their consent to the said appointment and confirmedthat their appointment if made would be within the limits mentioned under Section 141(3)(g) of the

Act.

The Auditors' Report for the financial year 2016-17 does not contain any qualificationreservation 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) Rules2014 the Companyhad appointed HM Choraria & Co Practicing Company

Secretary for a period of 3years from 2016 onwards for conducting the SecretarialAudit of your Company. The Secretarial Audit Report is annexed herewith as Annexure"D" to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

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

The prescribed particulars of employees required under Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is set out in Annexure"E" to this Report attached.

The Information as required under Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in the Annexure forming part ofthe Report. In terms of Section136(1) of the Act the report and accounts are being sentto members without the aforesaid Annexure. Any member interested in obtaining a copy ofthe same may write to the company. The aforesaid Annexure is also available forinspection by members at the Registered Office of the Company.

LOANS GUARANTEE OR INVESTMENT

Loans guarantees and investments covered under Section186of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

RELATED PARTY TRANSACTIONS

During the financial year 2016-17 the Company has entered into transactions withrelated parties which were in the ordinary course of business and on arms' length basisand in accordance within the provisions of the Companies Act 2013. Further there were notransactions with related parties which qualify as material transactions under the ListingAgreement. Thus disclosure in FormAOC-2 is not required.

The details of the related party transactions as required under Accounting Standard -18are set out in Note 26.4 to the financial statements forming part of this Annual Report.

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 compliancewith the provisions of Section 177 (10) of the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements)Regulation 2015. The detail of Whistle BlowerPolicy of the Company has been outlined in the Corporate Governance Report which formspart of this report.

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 Non-independent Directors. TheBoard subsequently evaluated its own performance the working of its Committees andIndependent Directors.

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"to this 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 2017.

Company has uploaded the detail of unpaid and unclaimed dividend lying with the companyas on 13th September 2016 i.e. the date of last Annual General Meeting on the Companieswebsite : www.grobtea.com

DISCLOSURES UNDER SEXUAL HARASSMENT OFWOMEN ATWORKPLACE (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 BYTHE 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: 29th May 2017 (DIN NO.00047266)