You are here » Home » Companies » Company Overview » Ledo Tea Company Ltd

Ledo Tea Company Ltd.

BSE: 508306 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE643B01017
BSE 15:14 | 01 Feb 81.00 -3.00
(-3.57%)
OPEN

81.00

HIGH

81.00

LOW

81.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 81.00
PREVIOUS CLOSE 84.00
VOLUME 300
52-Week high 93.00
52-Week low 65.20
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 81.00
Sell Qty 9.00
OPEN 81.00
CLOSE 84.00
VOLUME 300
52-Week high 93.00
52-Week low 65.20
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 81.00
Sell Qty 9.00

Ledo Tea Company Ltd. (LEDOTEA) - Director Report

Company director report

Your Directors have pleasure in presenting 34th Annual Report of the Company along withthe Audited Statement of Accounts for the year ended 31st March 2017.

Current Year Previous Year
Rs. in Lacs Rs. in Lacs
1. SUMMARISED FINANCIAL RESULTS
Profit/(loss) before Interest Depreciation & Taxes (38.30) 68.20
Deduction : Interest 56.94 37.42
Depreciation 24.44 24.63
81.38 62.05
Profit /(loss)before exceptional items and Tax (119.68) 6.15
Exceptional Items - (81.20)
Profit/(loss)before Tax (119.68) (75.05)
Less/(Add) : Provision for Taxation (Net) (20.20) (12.53)
Profit/(loss) after Taxation (99.48) (62.52)
Add : Profit /(Loss) brought from previous year (30.25) 32.27
Balance Carried to Balance Sheet (129.73) (30.25)

2. PERFORMANCE HIGHLIGHT

Your company produced 9.42 lacs kgs. of tea for the year under review as against 10.34lacs kgs. in the previous year and achieved a net turnover of Rs. 1220.17 lacs by selling9.70 lacs Kgs. of tea as compared to Rs. 1257.39 lacs by selling 9.73 lacs Kgs. of tea inthe previous year. The operation of the Company during the year under review has resultedin a Loss of Rs. 38.30 lacs before Interest Depreciation Taxes and Exceptional items incomparison to Profit of Rs.68.20 lacs in the previous year. However your company incurreda net loss of Rs. 99.48 lacs as against net loss of Rs. 62.52 lacs in the previous year.

3. DIVIDEND

In absence of operational profit Your Directors do not recommend any Dividend for theyear ended 31st March 2017.

4. MODERNIZATION & EXPANSION

The uprooting and replanting programme is being carried out in a phased manner. YourCompany has spent Rs.53.96 lacs on extension & re-plantation and Rs.19.37 lacs onplant & machineries and Rs.2.55 lacs on vehicles during the year under review.

5. FUTURE PROSPECT

The current season has started with extremely dry weather and subsequently continuousheavy rain disturbed the working and productivity of the estate adversely. There has beendemand for premium quality tea but the overall demand scenario is not very remunerativedue to lesser demand in domestic market. Costs are increasing every year due to increaseof salary wages electricity and other input cost. In spite of all odds your company istrying its level best to keep the cost under control to overcome this difficult period.

6. SHARES

6.a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

6.b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

6.c. BONUS SHARES

No Bonus Shares were issued during the year under review.

6.d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

6. e. SHARES WITH DIFFERENTIAL RIGHTS

No equity shares with differential rights were issued during the year under review.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTORS EDUCATION 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 Crores provisions of the Corporate Governance is not applicable toyour Company. 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. Details of investments are given in the Notes forming part of financialstatements.

12. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT - 9 is furnished in Annexure -1 and isattached to this Report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Associations of thecompany Mrs. Sarita Lohia (DIN 00436091) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers herself for reappointment.

The company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independent directors as prescribed under theAct.

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 Board'sfunctioning such as composition of the Board & Committees experience &competencies performance of specific duties & obligations attendance at 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 has on the recommendation of the Nomination and Remuneration committee frameda policy for selection and appointment of Directors Senior Management and theirremuneration. The company is having a Nomination and Remuneration committee comprising offollowing directors ;

Name Category Status
Mr. S. K. Chatterjee Non Executive Independent Director Chairman
Mr. A. Choudhury Non Executive Independent Director Member
Mr. Nirmit Lohia Non Executive Director Member

16. AUDIT COMMITTEE:

The company is having an Audit Committee comprising of following directors;

Name Category Status
Mr. S. K. Chatterjee Non Executive Independent Director Chairman
Mr. A. Choudhury Non Executive Independent Director Member
Mr. Nirmit Lohia Non Executive Director Member

17. MEETINGS:

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 standard 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 inparttcular 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 controls and assurance activities. This integration is enabled byall three being fully aligned across Group wide Risk Management Internal Controls 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's 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 & Associates CharteredAccountants 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 34th AnnualGeneral Meeting of the Company. The Board has recommended the appointment of M/s. B. Nath& Company Chartered Accountants (Firm Registration No. 307057E) as the StatutoryAuditors of the Company in their place for term of five consecutive years from theconclusion of 34th Annual General meeting of the company scheduled to be held in the year2017 till the conclusion of 39th Annual General meeting to be held in the year 2022(subject to ratification of their appointment at every AGM if so required under the Act)for approval of shareholders of the Company based on the recommendation of the AuditCommitee. The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call 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 Practising Company Secretaryto conduct secretarial audit pursuant to Section 204 of the Companies Act 2013. Hisreport 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.

32. DEPOSITS

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 standard 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 up to date

35. GENERAL

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.

36. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Company's activities during the year under review. Your Directors also acknowledgegratefully the shareholders for their support and confidence reposed on your Company

Registered Office : By Order of the Board
Sir R. N. M. House
3-B Lal Bazar Street
Kolkata - 700 001 N. K. LOHIA
Dated : the 30th May 2017 Chairman-Cum-Managing Director