Your Directors have pleasure in presenting the Annual Report with Audited Accounts ofthe Company for the year ended 31st March 2016.
|FINANCIAL PERFORMANCE || || |
(Amount in Rs.)
| ||Standalone ||Consolidated |
| ||31.03.2016 ||31.03.2015 ||31.03.2016 ||31.03.2015 |
|Profit for the year before Depreciation ||41613965 ||48582108 ||45671006 ||62174153 |
|Deduct : Depreciation ||40480743 ||38851671 ||42738116 ||40162441 |
|Profit before Tax ||1133222 ||9730437 ||2932890 ||22011712 |
|Deduct : Tax Expense || || || || |
|Current Year || ||3000000 ||882000 ||5266000 |
|Deferred Tax ||7183385 ||1239673 ||7170361 ||1252943 |
|Income Tax for earlier years ||133045 ||(5152939) ||467900 ||(5164088) |
|Net Profit / (Losses) ||(6183208) ||10643703 ||(5587371) ||20656857 |
|Less : Share of Profit / (Loss) of Associate || || ||(561951) ||(261726) |
|Add : Balance of Profit brought ||100159506 ||132954312 ||102494361 ||125537739 |
|forward from previous year || || || || |
|Profit available for Appropriations ||93976298 ||143598015 ||96345039 ||145932870 |
|Appropriations : || || || || |
|- General Reserve || ||30000000 || ||30000000 |
|- Proposed Dividend ||4142201 ||12426603 ||4142201 ||12426603 |
|- Corporate Dividend Tax ||337302 ||1011906 ||337302 ||1011906 |
|Balance Carried to Balance Sheet ||89496795 ||100159506 ||91865536 ||102494361 |
| ||93976298 ||143598015 ||96345039 ||145932870 |
Your Directors have recommended for your approval a dividend of Rs. 1/- per share forthe year ended 31st March 2016.
The turnover of your Company stood at Rs. 10291.29 lacs which is higher as compared tothe previous years turnover of Rs. 8803.03 lacs. The profit before tax hasdecreased from Rs. 97.30 lacs to Rs. 11.33 lacs. Your Company produced 6283258 Kgs. ofTea during the year as against 4749094 Kgs. produced during the year 2014-15 anincrease of 1534164 kgs. to the previous year; 297222 Kgs. of Coffee during the year2014-15 as against 230942 Kgs. during the year 2014-15 an increase of 66280 Kgs. fromthe previous year and 820072 Kgs. of Rubber during the year as against 919046 Kgs.produced during the year 2014-15 a decrease of 98974 Kgs. from the previous year.
ACQUISITION OF AZIZBAGH TEA ESTATE
The Company has acquired 80000 Equity Shares of Rs. 100/- each being 100% paid-upshare capital of M/s. Keshava Plantations Private Limited owning Azizbagh Tea Estate atAssam. By virtue of this acquisition M/s. Keshava Plantations Private Limited has becomewholly-owned subsidiary of the Company w.e.f. 5th April 2016.
EXPANSION / CAPITAL EXPENDITURE
Company has incurred capital expenditure amounting to Rs. 660.73 lacs during the yearended 31st March 2016 as compared to Rs. 934.34 lacs for the same period last year.
The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the BalanceSheet.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review is provided inAnnexure - A forming part of this Report.
The Company has laid down well defined risk management mechanism covering the riskexposure potential impact and risk mitigation process. The Board periodically reviews therisks and suggests steps to be taken to control and mitigate the same through a properlydefined framework. Risk and Concerns as envisaged by the Company is presented in aseparate section forming part of the Annual Report.
LOANS GUARANTEES AND INVESTMENTS
The particulars of loans guarantees and investments have been disclosed in thefinancial statements of the Company.
RELATED PARTY TRANSACTIONS
All the related party transactions are entered on arms length basis and are incompliance with the applicable provisions of the Act and SEBI (LODR) Regulations 2015.There are no materially significant related party transactions made by the Company withpromoters directors or key managerial personnel etc. during the year which might havepotential conflict with the interest of the Company at large.
SAFETY HEALTH & ENVIRONMENT
The Company has committed to maintaining highest standard of safety health environmentprotection and has complied with all applicable statutory requirements and prevention ofpollution. It always strives to keep the estates greener and cleaner and committed to thesafety and health of its employees.
HUMAN RESOURCE DEVELOPMENT / INDUSTRIAL RELATIONS
The Company has built its workforce with a diverse background of individuals -essential for the kind of organization what it is. The Company constantly endeavours toprovide a platform where people have opportunities to actualize their maximum potentialthrough work which helps to stretch their intellect. Continuous efforts are on for awork-culture which encourages innovation transparency in communication trust and amity.The present workforce of the Company is 5797. Industrial relations in all the estatesfactories and offices of the organization were cordial throughout the year under review.Attrition rate during the year ended 31st March 2016 was zero and during the last decadeit was not more than 1%.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
CORPORATE SOCIAL RESPONSIBILITY
The Board has constituted a Corporate Social Responsibility Committee. A CorporateSocial Responsibility Policy has also been framed which is placed on the Companyswebsite. Corporate Social Responsibility activities as required u/s 135 of the CompaniesAct 2013 are provided in Annexure B forming part of this Report.
Your Company also continues its welfare activities by participating in various projectssponsored by TAI ITA ABITA TOKLAI UPASI KPA in the States of Assam Karnataka &Kerala and also directly contributes to the areas social causes.
The Company has adopted the Corporate Governance Policies and Code of Conduct which setout the principle of running the Company with fairness transparency and accountability. Areport on the Corporate Governance forming part of the Directors Report is attached.A certificate from a Practicing Company Secretary regarding compliance of the CorporateGovernance is given in Annexure C forming part of this Report.
The Company believes that a truly diverse board will leverage difference in thoughtperspective knowledge skill regional and industry experience which will help us retainour competitive advantage. The Board has adopted the Board Diversity Policy which sets outthe approach to diversity of the Board of Directors.
The evaluation of all the Directors and the Board as a whole was conducted and theBoard approved the evaluation results as collated by the Nomination and RemunerationCommittee.
None of the Independent Directors are due for re-appointment.
NOMINATION AND REMUNERATION POLICY
The Company has an appropriate combination of Executive and Independent Directors formaintaining the independence of the Board and separate its functions Th and management. eBoard consists of seven members of which four are Independent Non-Executive Directorsone is Promoter Non-Executive Chairman one is woman Promoter Non-Executive Director andone is Non-Promoter Professional Executive Director. The need for change in itscomposition and size are evaluated periodically. The remuneration paid to the Directors isas per the terms laid out in the Nomination and Remuneration Policy of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
The financial statements are prepared in accordance with the Accounting Standards asprescribed under Section 133 of the Companies Act 2013 read with Rule 7 of the Companies(Accounts) Rules 2014. There are no material departures from prescribed AccountingStandards in the adoption of these standards.
The Board of Directors of the Company confirms that :
i) in the preparation of the annual accounts the applicable Accounting Standards havebeen followed and there has been no material departure;
ii) the selected Accounting Policies were applied consistently and the Directors 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 March 31 2016 and of the losses of theCompany for the year ended on that date;
iii) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis;
v) the internal financial controls have been laid down and such internal financialcontrols are adequate and are operating effectively; and
vi) the Company has adequate internal systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board with profound grief regret to inform you of the sad demise of Shri Gopal DasBangur who passed away for his heavenly abode on 8th June 2015. Shri Gopal Das Bangurserved the Company as Director Managing Director and Chairman since 2000. The Boardacknowledges the significant contribution made by Shri Gopal Das Bangur for the growth ofthe Company during his long association with the Company.
Shri Hemant Bangur has stepped down from the position of the Managing Directordesignated as Executive Vice-Chairman of the Company w.e.f. 12th August 2015 and wasappointed as Chairman of the Company w.e.f. 12th August 2015.
In accordance with the provisions of the Articles of Association of the Company readwith Section 152 of the Companies Act 2013 Shri Hemant Bangur will retire by rotation atthe forthcoming Annual General Meeting and being eligible offers himself forre-appointment.
During the year the Company had four Key Managerial Personnel being Shri HemantBangur Executive Vice-Chairman upto 12th August 2015 Shri K.C. Mohta ExecutiveDirector & Chief Executive Officer Shri B.L. Dhanuka Chief Financial Officer andShri S. Bagree Manager (Finance) & Company Secretary.
The Board met four times during the financial year the details of which are given inthe "Report on Corporate Governance" forming part Th of this Annual Report. eintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013.
Independent Directors have submitted their disclosures to the Board that they meet thecriteria as stipulated in Section 149(6) of the Companies Act 2013 and in accordance withSEBI (LODR) Regulations 2015.
Independent Directors have been familiarized with the nature of operations of theCompany and the industry in which it operates and business module of the Company. Thedetails of the familiarization programme have been posted on the website of the Company.
SUBSIDIARY & ASSOCIATE COMPANIES
a) The Company as on 31st March 2016 has three wholly owned Subsidiary Companiesnamely Gloster Real Estates Pvt. Ltd. Cowcoody Builders Pvt. Ltd. and Pranav InfradevCo. Pvt. Ltd. and one Associate Company namely e Cochin Malabar Estates And IndustriesLtd.
b) Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining salient features of the financial statements of the Companys Subsidiariesand Associates is attached to the financial statements of the Company.
c) Pursuant to the provisions of Section 136 of the Companies Act 2013 the financialstatements of the Company consolidated financial statements alongwith the relevantdocuments and separate audited accounts in respect of Subsidiaries are available on thewebsite of the Company.
CONSOLIDATED FINANCIAL STATEMENTS & CASH FLOW
The audited consolidated financial statements of the Company together withAuditors Report for the year ended 31st March 2016 and Cash Flow Statement as onthat date are annexed.
AWARDS & RECOGNITIONS / CREDIT RATING
Awards & Recognitions
The Company has been accredited with ISO 9001:2008 certification by SGS U.K.
Joonktollee Tea Estate in Assam has been accredited with ISO 22000 : 2005certification by SGS Switzerland.
Goomankhan Tea Estate in Karnataka has been accredited with ISO 9001:2008certification by SGS UK.
Goomankhan Tea Estate has bagged The Golden Leaf Awards for the leaf andfannings categories for 2016.
Pullikanam Tea Estate has bagged The Golden Leaf Awards for the leaf fanningsand dust categories for 2016.
The Company has domestic credit ratings of BBB negative from CRISIL for its bankfacilities.
AUDITORS AND AUDITORS REPORT
M/s. Singhi & Co. Chartered Accountants were appointed as Statutory Auditors ofthe Company at the Annual General Meeting held on August 26 2014 to hold office till theconclusion of the Annual General Meeting for the Financial Year 2016-17. The appointmentof M/s. Singhi & Co. Chartered Accountants as Statutory Auditors of the Company isplaced for ratification by the Shareholders. M/s. Singhi & Co. Chartered
Accountants have confirmed that their appointment shall be within the limits and inaccordance with the provisions of Section 141 of the Companies Act 2013. The StatutoryAuditors have submitted the Peer Review certificate issued to them by Institute ofChartered Accountants of India (ICAI).
The Board of Directors of the Company had appointed M/s. MKB & Associates CompanySecretaries to carry out secretarial audit for the financial year 2015-16 in terms of theprovisions of Section 204 of the Companies Act 2013 and Rules made thereunder. TheSecretarial Audit Report for the Financial Year 2015-16 is provided in Annexure Dforming part of this Report.
The Board has reappointed M/s. MKB & Associates Company Secretaries asSecretarial Auditors of the Company for the Financial Year 2016-17.
The Board has appointed M/s. A. Basu & Co. Cost Accountants as Cost Auditors forconducting the audit of cost records of the Company for the Financial Year 2016-17.
In accordance with Section 148 of the Companies Act 2013 read with Rule 14 of theCompanies (Audit & Auditors) Rules 2014 the remuneration payable to the CostAuditors for the Financial Year 2016-17 would be placed at the ensuing Annual GeneralMeeting for ratification.
In accordance with the provisions of Section 134(3)(a) of the Companies Act 2013 anextract of the Annual Return as required under Section 92(3) of the Companies Act 2013and the Rules made thereunder is provided in Annexure E forming part of thisReport.
INTERNAL FINANCIAL CONTROL
For ensuring methodical and efficient conduct of its business the Board has adoptedpolicies and procedures. Th us it ensures on the one hand safeguarding of assets andresources of the Company prevention and detention of frauds and errors accuracy andcompleteness of the accounting records timely preparation of financial disclosures and onthe other hand encourages the improvement of the operational performance of the Company.
The Internal Audit of the Company is conducted by an Independent Chartered AccountantFirm. The findings of the Internal Audit and the Action Taken Report on the Internal Auditare placed before the Audit Committee which reviews the audit findings steps taken andthe adequacy of Internal Control System.
i) There were no material changes and commitments affecting the financial position ofthe Company occurring between 31st March 2016 and the date of this Report.
ii) There is no change in the business of the Company.
iii) There were no significant and material orders passed by regulator or courts ortribunals impacting the going concern status and Companys operation in future.
PARTICULARS OF EMPLOYEES
A statement containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedin Annexure F(i) forming part of this Report.
A statement containing the names of every employee employed throughout the financialyear and in receipt of remuneration of Rs. 60 lakh or more or employed for part of theyear and in receipt of Rs. 5 lakh or more a month under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided inAnnexure F(ii) forming part of this Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 relating toConservation of energy Research and Development Technology Absorption and ForeignExchange Earnings and Outgo is provided in Annexure G forming part of this Report.
Your Directors take this opportunity to thank the Banks Central and State Governmentauthorities Regulatory authorities Stock Exchanges and the stakeholders for theircontinued co-operation and support to the Company. Your Directors also wish to recordtheir appreciation for the continued co-operation and support received from the employeesof the Company.
| ||On behalf of the Board |
|Place : Kolkata ||(H. Bangur) |
|Date : 13th May 2016 ||Chairman |