TO THE MEMBERS
Your Directors have pleasure in presenting 32nd Annual Report of the Company along withthe Audited Statement of Accounts for the year ended 31st March 2015.
|1. FINANCIAL RESULTS ||Current Year ||Previous Year |
| ||Rs. in Lacs ||Rs. in Lacs |
|Profit/(Loss) before Interest Depreciation Taxes & Extraordinary Items ||(120.11) ||35.18 |
|Deduction : Interest ||24.31 ||35.72 |
|Depreciation ||35.86 ||30.70 |
| ||60.17 ||66.42 |
|Profit /(Loss) before Taxation & Extraordinary Items ||(180.28) ||(31.24) |
|Extraordinary Items ||183.46 || |
|Less/(Add) : Provision for Taxation (Net) ||(30.67) ||5.29 |
|Profit/(loss) after Taxation ||33.85 ||(36.53) |
|ADD : Transferred from General Reserve || ||35.00 |
|Less : Depreciation adjusted as per revised calculation ||4.75 || |
|Add : Surplus brought from previous year ||3.17 ||4.70 |
|Balance Carried to Balance Sheet ||32.27 ||3.17 |
2. PERFORMANCE HIGHLIGHT
Your company produced 8.23 lac kgs. of tea for the year under review as against 8.45lacs kgs. in the previous year and achieved a net turnover of Rs. 975.98 lacs by selling7.74 lac Kgs. of tea as compared to Rs. 1073.31 lacs by selling 8.76 lac Kgs. of tea inthe previous year. The operation of the Company during the year under review has resultedin a loss of Rs. 120.11 lacs before Interest Depreciation Taxes & ExtraordinaryItems in comparison to profit of Rs. 35.18 lacs in the previous year. After adjustment ofprofit from sale of land your company earned a net profit of Rs.33.85 lacs during the yearas against loss of Rs.36.53 lacs in the previous year.
In absence of operational profit Your Directors do not recommend any Dividend for theyear ended 31st March 2015.
4. MODERNIZATION & EXPANSION
The uprooting and replanting programme is being carried out in a phased manner. YourCompany has spent Rs.27.44 lacs on extension & re-plantation and Rs.8.79 lacs on plant& machineries and Rs.21.87 lacs on vehicles during the year under review.
5. FUTURE PROSPECT
The current season has started with extreme dry and unfavourable climatic conditioncausing huge crop loss in the early part of the season. The average price realisation tilldate is also lower than previous season due to lower domestic and export requirement.There has been steep rise in wages and other cost of inputs which will increase cost ofproduction extensively and will have adverse impact on smooth runing of the tea estate.Your company is making all efforts to control cost and show improved results.
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees
e. SHARES WITH DIFFERENTIAL RIGHTS
No equity shares with differential rights were issued during the year under review.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
During the year under review the Company was not required to transfer any amount toInvestors Education and Protection fund under Section 125(2) of the Companies Act 2013.
8. CORPORATE GOVERNANCE
As the paid-up Share Capital of the Company is less than Rs. 10 Crores and its Reservesare less than Rs. 25 crore Clause 49A of Corporate Governance is not applicable to yourCompany. However adequate steps have been taken for better corporate governance.
9. CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to adopt Corporate Social Responsibility Policy and toincur expenditure on it.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has not entered into any contract or arrangement with related partiesreferred in the section(1) of section 188 of the Companies Act 2013 during the year underreview.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
The Company has not made any loans or investments or given guarantees under section 186of the Companies Act 2013 during the year under review and hence the said provisions isnot applicable.
12. EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return in Form No. MGT 9 is furnished in Annexure1 and is attached to this Report.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. Sarita Lohia (DIN 00436091) was appointed as Additional Director on 27th March2015.Pursuant to section 160 of the Companies Act 2013 she holds her office till the dateof the forthcoming Annual General Meeting.
Mr. Nirmit Lohia (DIN:03591937) retires at the ensuing Annual General Meeting but beingeligible offers himself for reappointment.
At the Board Meeting held on 14th Feb 2015 Mr. Susanta Kumar Chatterjee (DIN 03115406)and Mr. Anil Choudhury (DIN 00439533) were designated as Independent Directors. Pursuantto section 149 of the Actsubject to the approval of the share holders at the forthcomingAnnual General Meeting. Necessary declaration under section 149(6) of the Act has beenobtained from them that they fulfill the criteria to be appointed as Independent Director.
At the Board Meeting held on14th Feb 2015 Mr. Ramesh Kumar Hirawat was appointed asPresident cum Chief Financial Officer (CFO) of the Company.
14 . BOARD EVALUATION:
Pursuant to the provisions of Companies Act 2013 and Listing Agreements the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Audit Committee and Nomination and RemunerationCommittee.
During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors. The exercise was carriedout through a structured evaluation process covering various aspects of the Boardsfunctioning such as composition of the Board & Committees experience &competencies performance of specific duties & obligations attendance of themeetings governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors who were evaluated on parameters such as attendancecontribution at the meetings and otherwise independent judgment safeguarding of minorityshareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Non-Independent Directors were carried out by the Independent Directors.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
15. NOMINATION AND REMUNERATION POLICY:
The Board of Directors of the Company at their meeting held on 14th February 2015constituted a Nomination and Remuneration Committee of Directors mainly for the purposesof recommending the Company's policy on remuneration package for the Managing/ExecutiveDirectors reviewing the structure design and implementation of remuneration policy inrespect of Key Management Personnel. No meeting of the Nomination and RemunerationCommittee was held during the year. The composition of the Nomination and RemunerationCommittee is as follows:-
|Name of the Committee Members ||Nature of Directorship ||Membership |
|Mr. S.K.Chatterjee ||Non Executive Independent Director ||Chairman |
|Mr. Anil Chowdhuty ||Non Executive Independent Director ||Member |
|Mr. Nirmit Lohia ||Non Executive Director ||Member |
16. AUDIT COMMITTEE:
Audit Committee was constituted on 14th Feb2015 comprising Mr. S.K.ChatterjeeIndependent Director as Chairman Mr. Anil Choudhury Independent Director and Mr. NirmitLohia NonExecutive Director as other members.All the recommendations made by the AuditCommittee were accepted by the Board.
The details of the Board Meeting and General Meeting are given in Annexure '2'.
18. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014.
The required details are provided in Annexure '3' annexed to this Report.
19. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014
There is no employee drawing remuneration in excess of the limits prescribed under Rule5(2) of The Companies (Appointment) Rules 2014.
20. DIRECTORS RESPONSIBILITY STATEMENT
In terms of section 134(5) of the Companies Act 2013 with respect to DirectorsResponsibility Statement it is hereby confirmed that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating 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 at the end of the financial year and ofthe profit and 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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
21. CODE OF CONDUCT
The Company has a Code of Conduct which is applicable to directors and managementpersonnel of the Company. The Company believes in conducting business in accordance withthe highest standards of business ethics and complying with applicable laws rules andregulations.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the directors and management personnel in their business dealings and inparticular on matters relating integrity in the work place in business practices andcomplying with applicable laws etc.
All the directors and management personnel have submitted declaration confirmingcompliance with the code.
22. RISK MANAGEMENT POLICY:
Pursuant to section 134(3) (n) of the Companies Act 2013 the Board of Directors ofthe Company has adopted a Risk management Policy of the Company. The Company managesmonitors and reports on the principal risks and uncertainties that can impact its abilityto achieve its strategic objectives.
The Company has introduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities. This integration is enabled byall three being fully aligned across Group wide Risk Management Internal Control andInternal Audit methodologies and processes.
23. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting illegal or unethical behaviour. The Company has a Vigilmechanism and Whistle blower policy under which the employees are free to reportviolations of applicable laws and regulations and the Code of Conduct. The reportablematters may be disclosed to the Ethics and Compliance Task Force which operates under thesupervision of the Audit Committee. Employees may also report to the Chairman of the AuditCommittee. During the year under review no employee was denied access to the AuditCommittee.
24. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed.
All the Board of Directors and designated employees have confirmed compliance with theCode.
25. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
During the year the company appointed M/s Sanjeev Agarwal & AssociatesCharteredAccountants Kolkata as an Internal Auditor. The firm is authorized to by the AuditCommittee to access the adequacy and compliance of internal control process statutoryrequirements etc. The Audit Committee met regularly to review reports submitted by theInternal Auditor. The Audit Committee upon discussion with Internal Auditor set upapplicable control measures for the Company.
26. SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
27. MATERIAL CHANGES
There are no material changes and commitments affecting the financial position of thecompany have accured between the date of financial year of the Company and date of thereport. There is no change in the nature of business of the Company.
28. STATUTORY AUDITORS
M/s. Das & Prasad Chartered Accountants ( Firm Registration No. 0303054E)Statutory Auditors of the Company hold office till the conclusion of the ensuing AnnualGeneral Meeting and are eligible for re-appointment. They have confirmed their eligibilityto the effect that their re-appointment if made would be within the prescribed limitsunder the Act and that they are not disqualified for re-appointment. The Notes onfinancial statement referred to in the Auditors' Report are self-explanatory and do notcall for any further comments.
29. SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANY
The Company has no Subsidiary Associate or Joint Venture Company.
30. SECRETARIAL AUDIT
The Company has appointed Mr. Babu Lal Patni (FCS 2304) a Practicing Company Secretaryto conduct secretarial audit pursuant to section 204 of the Companies Act 2013. Theirreport in form MR3 is attached to this report as annexure '4'
As regards his observation made in the secretarial Audit we are to state that thenecessary steps are being taken to comply with the requirements.
31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption ForeignExchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure'5' and is attached to this report.
During the year under review your Company did not accept any deposits within themeaning of section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.
33. SOCIAL OBLIGATION
Your Company has taken up and is constantly in touch with the various socio-economicprojects for uplifting standards of living of the people in and around its estate where itoperates.
34. LISTING ARRANGEMENTS
The Equity Shares of the Company are continued to be listed on the Stock ExchangeMumbai (BSE). The Annual Listing Fees of BSE have been paid upto the date.
Your Director 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.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgegratefully the shareholder for their support and confidence reposed on your Company
|Registered Office : || |
|Sir R. N. M. House || |
|3-B Lal Bazar Street || |
|Kolkata - 700 001 ||By Order of the Board |
|Dated the 30th May2015 ||NIRMAL KUMAR LOHIA |
| ||Chairman-Cum-Managing Director |
Annexure '2' to the Directors Report
Seven board meetings were held in 2014-15 i.e. 30th May 2014 28/06/2014 12/08/201413/11/2014 14/02/2015 14/03/2015 and 27/03/2015
PARTICULARS OF BOARD MEETING HELD DURING 2014-15
|S.NO ||Name of The directors ||Category of Director ||No. of Board ||Attendance at last AGM held on 29-09-2014 |
|1 ||Mr. N. K. Lohia ||Chairman-cum-Managing Director ||7 ||Yes |
|2 ||Mr. Nirmit Lohia ||Non-Executive ||7 ||Yes |
|3 ||Mrs Sarita Lohia ||Additional ||1(*) ||N.A |
|4 ||Mr. S. K. Dabriwala ||Non-Executive ||7 ||Yes |
|5 ||Mr. A. Choudhury ||Non-Executive Independent ||7 ||NO |
|6 ||Mr. S. K. Chaterjee ||Non-Executive Independent ||6 ||NO |
(*) Appointed as Director on 27/03/2015
PARTICULARS OF GENERAL MEETINGS HELD DURING THE LAST THREE FINANCIAL YEARS
|S.NO ||FINANCIAL YEAR ||EXTRA ORDINARY GENERAL MEETING ||ANNUAL GENERAL MEETING |
|1 ||2013-14 ||No EGM was held ||29-09-2014 |
|2 ||2012-13 ||No EGM was held ||30-09-2013 |
|3 ||2011-12 ||No EGM was held ||29-09-2012 |
Annexure "3" to the Directors Report
INFORMATION PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT2013 READ WITH RULE 5(1)OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
1) Ratio of the remuneration of each Director/KMP to the median remuneration of all theemployees of the Company for the financial year :
|Median remuneration of all the employees of the Company for the financial year 2014-2015 ||Rs 0.30 Lacs |
|The percentage increase in the median remuneration of employees in the financial year ||7.31 |
|The number of permanent employees on the rolls of company as on 31st March 2015 ||731 |
|Name of Director ||Ratio of remuneration to median remuneration of all employees ||% increase in remuneration in the financial year 2014-2015 |
|Non Executive Directors || || |
|Mr. Nirmit Lohia ||0.20 ||633% |
|Mrs. Sarita Lohia* || || |
|Mr.S.K. Dabriwala ||0.17 ||450% |
|Independent Directors || || |
|Mr. Anil Choudhury ||0.17 ||450% |
|Mr. S. K. Chatterjee ||0.17 ||350% |
|Executive Director || || |
|Mr. Nirmal Kumar Lohia ||18.08 ||(3.01%) |
*Appointed as Director on 27.03.2015
1) The ratio of remuneration to median remuneration is based on remuneration paidduring the period 1st April2014 to 31st March 2015.
2) Relationship between average increase in remuneration and Company performance.
The average increase in remuneration during the financial year 2014-2015 was 7.31% ascompared with the previous financial year. Sales during the financial year ie 2014-15 was980.11 lacs as compared to 1077.57 lacs in the previous financial year.The profit aftertax for the financial year increased by 192.66% where as the increase in the medianremuneration was 7.31%.The average increase in median remuneration was in line with theincrease of salary in the industry.
3) Comparison of the remuneration of the KMP against the performance of thecompany
|Particulars ||Rs. in Lacs |
|Aggregate remuneration of KMP in the financial year 2014-2015 ||16.06 |
|Revenue ||980.11 |
|Remuneration of KMPs (as % of revenue) ||1.64% |
|Profit before tax (PBT) and Extraordinary Items ||(180.28) |
|Remuneration of KMP (as % of PBT) ||N.A. |
(4) Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease or decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer:
|Sl.No ||Description ||Rs. in Lacs |
|1 ||Market Cap variation || |
| ||Mcap at 31st March 2015 ||779.74 |
| ||Mcap at 31st March 2014 ||669.21 |
| ||Variation in Mcap in FY 2015(%) ||16.52 |
|2 ||Priceto-Earning Ratio || |
| ||PE as at 31st March 2015 (Mkt Price/EPS) ||23.03 |
| ||PE as at 31st March 2014 (Mkt Price/EPS) ||N.A.* |
| ||Variation in PE in FY2015(%) || |
|3 ||% Increase/Decrease from last public offer || |
| ||IPO price per share as at 31st March 1987 ||12.50 |
| ||Market price as at 31st March 2015 ||90.30 |
| ||%Increase from last IPO ||722% |
*There is no profit in 2013-14.
5) Average percentage increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentageincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
Average percentage made in the salaries of employees other than the Key ManagerialPersonnel in the last financial year i.e 2014-15 was 4.79% whereas the increase made inthe Key managerial remuneration for the same financial year was 5.25%
6) Comparison of each remuneration of the KMP against the performance of theCompany:
|Sl.No ||Particulars of remuneration ||Key Managerial Personnel |
| || ||Chairman cum managing Director ||President-cum-CFO |
|1 ||Remuneration in FY 2014-15 (Rs. in Lacs) ||5.40 ||10.66 |
|2 ||Sales (Rs. in Lacs) ||980.11 || |
|3 ||Remuneration as % of revenue ||0.55 ||1.09 |
|4 ||Profit before tax (PBT) and Extraordinary Items(Rs. in Lacs) ||(180.28) || |
|5 ||Remuneration as % of PBT ||NA ||NA |
7) The Key parametres for any variable component of remuneration availed by thedirectors:
There are no variable component of remuneration availed by the directors.Remunerationto non executive directors involve sitting fees for attending meetings.
8) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year:
Mr. R. K. Hirawat President-cum-CFO receives remuneration in excess of the remunerationof Mr. Nirmal Kumar Lohia Chairman-cum-Managing Director.
The ratio of remuneration of Chairman cum Managing Director to that of the remunerationof President -cum-CFO is 50.66%
9) Remuneration is as per the remuneration policy of the Company.