Your Directors have pleasure in presenting the Annual Report with Audited Accounts ofthe Company for the year ended 31st March 2017.
(Amount in Rs.)
| ||Standalone ||Consolidated |
| ||31.03.2017 ||31.03.2016 ||31.03.2017 ||31.03.2016 |
|Profit/(Loss) for the year before ||(101713042) ||41613965 ||(92070912) ||45671006 |
|Depreciation || || || || |
|Deduct : Depreciation ||46755559 ||40480743 ||52334898 ||42738116 |
|Profit / (Loss) before Tax ||(148468601) ||1133222 ||(144405810) ||2932890 |
|Deduct : Tax Expense Current Year || || ||1430000 ||882000 |
|Deferred Tax ||(9166034) ||7183385 ||(9165759) ||7170361 |
|Income Tax for earlier years || ||133045 ||(4913) ||467900 |
|Net Profit / (Loss) ||(139302567) ||(6183208) ||(136665138) ||(5587371) |
|Less : Share of Profit / (Loss) of Associate || || ||(286906) ||(561951) |
|Add : Balance of Profit brought forward from previous year ||89496795 ||100159506 ||91865536 ||102494361 |
|Surplus / (Deficit) ||(49805772) ||93976298 ||(45086508) ||96345039 |
Your Directors have recommended for your approval a dividend of Rs.1/- per share forthe year ended 31st March 2017.
The turnover of your Company stood at Rs.8821.08 lacs which is lower as compared tothe previous year's turnover of Rs.10291.29 lacs. The loss before tax for the year wasRs.1484.69 lacs as against profit before tax of Rs.11.33 lacs in previous year. YourCompany produced 5813206 Kgs. of Tea during the year as against 6283258 Kgs. producedduring the year 2015-16 a decrease of 470052 Kgs. to the previous year; 282951 Kgs.of Coffee during the year as against 297222 Kgs. during the year 2015-16 a decrease of14271 Kgs. from the previous year and 925313 Kgs. of Rubber during the year as against820072 Kgs. produced during the year 2015-16 an increase of 105241 Kgs. from theprevious year.
EXPANSION / CAPITAL EXPENDITURE
Company has incurred capital expenditure amounting to Rs.320.78 lacs during the yearended 31st March 2017 as compared to Rs.660.73 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 frame work. 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 arm's length basis and are incompliance with the applicable provisions of the Act and the SEBI (LODR) Regulations2015. There are no materially significant related party transactions made by the Companywith promoters directors or key managerial personnel etc. during the year which mighthave potential 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 the safetyand 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 6493. 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 2017 was zero and during the last decadeit was not even 1%.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual harassment of women at work place (Prevention Prohibitionand Redressal) 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 Company'swebsite. Corporate Social Responsibility activities as required u/s 135 of the CompaniesAct 2013 are provided in the 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 area's 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. Acertificate from a Practicing Company Secretary regarding compliance of the CorporateGovernance is given in the 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 is 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 and management. TheBoard consists of six members of which three 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 is 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 2017 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 grief regret to inform you of the sad demise of Shri B.R. Bhansali anIndependent Director of the Company who passed away for his heavenly abode on 26thJanuary 2017. Shri B.R. Bhansali served the Company as an Independent Director since2014. The Board acknowledges the contribution made by Shri B.R. Bhansali for the growth ofthe Company during his tenure.
Shri K. C. Mohta ceased to be the Wholetime Director of the Company on expiry of histerm on 3rd May 2017. However he continues to be a Director of the Company. Shri Mohtahas been appointed again as Wholetime Director designated as Executive Director and ChiefExecutive Officer of the Company for a period of 3 years with effect from 11th May 2017.
In accordance with the provisions of the Articles of Association of the Company readwith Section 152 of the Companies Act 2013 Smt. Pushpa Devi Bangur will retire byrotation at the forthcoming Annual General Meeting and being eligible offer herself forre-appointment.
During the year the Company had three Key Managerial Personnel being Shri K. C.Mohta Executive Director & Chief Executive Officer Shri B. L. Dhanuka ChiefFinancial Officer and Shri 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 of this Annual Report. Theintervening 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 withthe SEBI (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 2017 has three wholly owned Subsidiary Companiesnamely Keshava Plantations Pvt. Ltd. Cowcoody Builders Pvt. Ltd. and Pranav Infradev Co.Pvt. Ltd. and one Associate Company namely The Cochin Malabar Estates And Industries Ltd.
b) During the year under review the Company divested its entire stake in itsWholly-owned Subsidiary M/s. Gloster Real Estates Pvt. Ltd. As a result of the sale ofshares M/s. Gloster Real Estates Pvt. Ltd. ceased to be the Subsidiary of the Companyw.e.f. 19th January 2017.
c) Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining salient features of the financial statements of the Company's Subsidiaries andAssociates is attached to the financial statements of the Company.
d) 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 with Auditors'Report for the year ended 31st March 2017 and Cash Flow Statement as on that date areannexed.
AWARDS & RECOGNITIONS / CREDIT RATING
Awards & Recognitions The Company has been accredited with ISO9001:2008 certification by SGS U.K.
Joonktollee Tea Estate in Assam has been accredited with ISO 22000 :2005 certification by SGS Switzerland.
Goomankhan Tea Estate in Karnataka has been accredited with ISO9001:2008 & HACCP certification by SGS.
Goomankhan Tea Estate has bagged The Golden Leaf Awards for the leafand fannings categories for 2016.
Pullikanam Tea Estate has bagged The Golden Leaf Awards for the leaffannings and dust categories for 2016.
The Company has domestic credit ratings of BB+/Negative from CRISIL for its bankingfacilities.
AUDITORS AND AUDITORS' REPORT
The term of the Statutory Auditors of the Company M/s. Singhi & Co. CharteredAccountants expires at the ensuing Annual General Meeting in accordance with theprovisions of the Companies Act 2013.
The Board has appointed M/s. Jitendra K. Agarwal & Associates CharteredAccountants (Firm Registration No.318086E) as the Statutory Auditors of the Company tohold the office from the conclusion of the forthcoming Annual General Meeting till theconclusion of the Annual General Meeting for the Financial Year 2021-22 subject toratification by the Shareholders annually.
The Company has received a letter from M/s. Jitendra K. Agarwal & AssociatesChartered Accountants to the effect that their appointment if made would be within theprescribed limits under Section 139 of the Act and that they are not disqualified forappointment.
The Board of Directors of the Company had appointed M/s. MKB & Associates CompanySecretaries to carry out secretarial audit for the financial year 2016-17 in terms of theprovisions of Section 204(1) of the Companies Act 2013 and Rules made thereunder. TheSecretarial Audit Report for the Financial Year 2016-17 is provided in the Annexure D forming part of this report.
The Board has reappointed M/s. MKB & Associates Company Secretaries asSecretarial Auditors of the Company for the Financial Year 2017-18.
On the recommendation of the Audit Committee and in compliance with the provisions ofSection 148 of the Companies Act 2013 read with the Companies (Audit & Auditors)Rules 2014 the Board has appointed M/s. A. Basu & Co. Cost Accountants as CostAuditors for conducting the audit of cost records of the Company for the Financial Year2017-18.
In accordance with Section 148(3) 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 2017-18 would be placed at the ensuing Annual GeneralMeeting for approval.
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
Audit are placed before the Audit Committee which reviews the audit findings stepstaken and the adequacy of Internal Control System.
i) There were no material changes and commitments affecting the financial position ofthe Company occurring between 31st March 2017 and the date of this Report.
ii) Th ere 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 Company's operation in future.
PARTICULARS OF EMPLOYEES
Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) & Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are also provided in the Annual Reportwhich forms part of this Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection at the registeredoffice of the Company during working hours and any member interested in obtaining suchinformation may write to the Company Secretary and the same will be furnished on request.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Clause (m) of Sub-Section (3) of Section 134 of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 relatingto Conservation of energy Research and Development Technology Absorption and ForeignExchange Earnings and Out go is provided in Annexure F 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 : 11th May 2017 ||Chairman |