We have pleasure in presenting the Annual Report together with the Financial Statementsof the Company for the year ended 31st March 2016.
|The financial performance of the Company is summarized herein below: || ||( Rs in lakhs) |
|Particulars ||31st March 2016 ||31st March 2015 |
|Profit before Finance Cost Depreciation and Amortization & Tax ||40.14 ||16.38 |
|Less: Finance Cost ||5.97 ||6.00 |
|Depreciation and amortization ||- ||0.13 |
|Profit before Tax ||34.17 ||10.25 |
|Current tax ||- ||4.12 |
|Deferred tax ||(0.15) ||(4.39) |
|Profit for the year after tax carried to Balance Sheet ||34.32 ||10.52 |
Review of Operations
Revenues with other income for financial year ended 31st March 2016 stood at Rs 177.70lakhs/- and profit before depreciation and amortization finance cost and tax atRs.40.14 lakhs/- and profit for the year after tax was Rs. 34.32 lakhs/-.
Due to the inadequacy of the profit and to conserve the resources of the Company yourDirectors do not recommend any dividend for the year.
The Company does not have any Subsidiary or Associate Company.
Directors & KMP
The Board consists of non-executive directors including independent directors who havewide and varied experience in different disciplines of corporate functioning.
In terms of Articles of Association of the Company read with section 150 152 of theCompanies Act 2013 Shri Yashwant Kumar Daga (DIN:00040632) is retiring by rotation andbeing eligible offered himself for re-appointment.
During the year under review Ms. Asha Nardia ceased to be the Company Secretary w.e.f.February 11 2016 and Ms. Ankita Agarwal was appointed as the Company Secretary cumCompliance Officer w.e.f. February 12 2016 under section 203 of the Companies Act. 2013.
All Independent directors have submitted their declaration under section 149(7) of theCompanies Act 2013 that they meet the criteria of Independence as provided under section149(6) of the Companies Act 2013 and Regulation 25 of SEBI (LODR) Regulations 2015.
Policy on Directors appointment and remuneration
The Companys policy for selection and appointment is based on the policydeveloped by Nomination and Remuneration Committee which inter-alia deals with the mannerof selection of the Board of Directors and such other matters as provided under the Actand SEBI regulations.
Directors Responsibility Statement
In accordance with the provisions of section 134(5) with respect to DirectorsResponsibility Statement the Board hereby confirms and submits that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) the directors have 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 have taken proper and sufficient care for the maintenance of adequateaccounting records for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis; and
(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Number of Board Meetings
During the year four Board meetings were held on 28.05.2015 12.08.2015 09.11.2015 and12.02.2016 in respect of which proper notices were given and the proceedings were dulyrecorded in the minutes book maintained for the purpose. The maximum time gap between twomeetings was less than 120 days as stipulated under SEBIs Listing Obligations andDisclosure Requirements Regulations 2015.
Pursuant to the Provisions of the Companies Act 2013 and in accordance with the SEBIListing Regulations the Board has carried out an annual evaluation of its ownperformance the directors individually as well as the evaluation of the working of itscommittees. At the meeting of the Board all the relevant factors that were material forevaluating the performance of the committees and of the Board were discussed in detail.The performance evaluation of the Chairman was carried out by the Independent Directorstaking into account views of Non-Executive Directors. The Directors expressed theirsatisfaction with the evaluation process.
Internal Financial Control and their adequacy
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures. The internal auditor monitors and evaluates the efficacyand adequacy of internal control systems in the Company. The details in respect ofinternal financial control and their adequacy are included in the Management Discussion& Analysis which forms part of this report.
Corporate Governance & Management Discussion & Analysis
The Company does not fall under the applicability of the Corporate Governance as laidout in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Thusa report on Corporate Governance does not form part of this report.
Pursuant to SEBI Listing Regulations report on Management Discussion and Analysis hasbeen enclosed as part of Boards Report.
Auditors and their Report
M/s. Lodha & Co. Statutory Auditors holds office until the conclusion of theensuing Annual General Meeting and being eligible offers them for re-appointment. TheCompany has received letters from them to the effect that the re-appointment if madewould be within the prescribed limits under section 141 of the Companies Act 2013. TheAudit Committee and the Board of Directors recommends the re-appointment of M/s. Lodha& Co. as Statutory Auditors until the conclusion of the next Annual General Meeting.
The Auditors Report does not contain any reservations qualifications or adverseremarks. During the year under review the Auditors had not reported any matter undersection 143(12) of the Act therefore no detail is required to be disclosed under section134(3)(ca) of the Act.
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended theCompany had appointed Drolia & Co. Company Secretaries for conducting the SecretarialAudit of the Company for the financial year 2015-16. The Secretarial Audit report for thefinancial year ended 31/03/2016 does not contain any reservation qualification or adverseremarks and forms part of the Boards Report.
The Audit Committee of the Company was constituted by Board. The Committee comprisedShri Manoj Kumar Agarwal as Chairman Smt. Santosh Devi Mall and Shri Yashwant Kumar Dagaas Members. The Company Secretary is the Secretary of the Committee. During the yearthere are no instances where the Board had not accepted the recommendations of the AuditCommittee.
The Company has established a vigil mechanism that enables the directors and employeesto report genuine concerns. The Vigil Mechanism provides for adequate safeguards againstvictimization of employees and Directors to avail of the mechanism and also provide fordirect access to the Chairman/CEO/ Chairman of the Audit Committee in exceptional cases.The details of the vigil mechanism are also available on the Companys website athttp://longviewtea.org/investor/Vigil.pdf.
The Board has approved and implemented Risk Management Policy of the Company includingidentification and element of risks. The Audit Committee has been delegated theresponsibility for monitoring and reviewing risk management assessment and minimizationprocedures and identifying reviewing and mitigating all elements of risk which theCompany may be exposed to.
Corporate Social Responsibility
Due to the non-applicability of the conditions for forming the Corporate SocialResponsibility Committee such committee has not been formed by the company.
The Company has not accepted Deposit from the members or the general Public during theyear. There are no outstanding deposits in terms of Companies (Acceptance of Deposits)Rules 2014.
Loans Guarantees & Investments
The Company has not given loans directly or indirectly to any person or other bodycorporate or given guarantee or provided security in connection with a loan to any otherbody corporate or person. The Company has not made any investments as per the provisionsof section 186 of the Companies Act 2013.
Related Parties Transactions
All related party transactions were placed before the Audit Committee for review andapproval. Prior approvals were taken on a quarterly basis for transactions which were ofregular nature. All related party transactions entered during the year as defined underthe Companies Act 2013 during the financial year were in ordinary course of business andon arms length basis. There have been no transactions with the related partiesduring the financial year which were in conflict with the interests of the Company.Therefore Form AOC-2 is not applicable.
Change in the Nature of Business
No change has been made in nature of business carried out by the Company during thefinancial year 2015-16.
Material Changes Affecting Financial Position of the Company
No material Changes or commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the Company to which the financialstatements relate i.e. 31st March 2016 and date of Boards Report.
Significant and Material Orders Passed By the Regulators or Courts
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
Conservation of Energy Research and Development Technology Absorptions and ForeignExchange Earnings and Outgo
The Company is in the trading business and has no manufacturing unit. The informationpertaining to conservation of energy technology absorption foreign exchange earnings andoutgo as required under the Companies Act 2013 read with the Companies (Accounts) Rules2014 is not applicable to the Company.
Particulars of Employees
The information required under section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow. None of the employee was drawing in excess of the limits laid down in Rule 5(2) ofthe Companies Appointment and Remuneration of Managerial Personnel) Rules 2014 whichneeds to be disclosed in the directors report.
a. Ratio of remuneration of each director to the median remuneration of the employeesof the Company for the financial year: None of the Director is being paid remunerationexcept the sitting fees.
b. Percentage increase in the remuneration of Chief Executive Officer Chief FinancialOfficer Company Secretary in the financial year:
|Sl. No. Name and Designation ||Remuneration for FY 2015-16 ||% increase in remuneration in the FY 2015-16 |
|1. Mr. O.P. Dokania (Chief Executive Officer) ||3615000 ||48.77% |
|2. Mr. Sourabh Agrawal (Chief Financial Officer) ||411000 ||46.79% |
|3. Ms. Asha Nardia (Company Secretary)* ||126000 ||N.A. |
|4. Ms. Ankita Agarwal (Company Secretary)** ||65033 ||N.A. |
* Ceased to be Company Secretary w.e.f. February 11 2016
**Appointed as Company Secretary w.e.f. February 12 2016.
d. Percentage increase in the median remuneration of employees in the financial year :13.82%
e. Number of permanent employees on the rolls of the Company: 4
f. Explanation on the relationship between average increase in remuneration &Company performance: The average increase in remuneration is commensurate with theCompanys growth and the policy of retention of talent.
g. Comparison of remuneration of Key Managerial Personnel against performance of theCompany:
| ||( Rs in lakhs) |
|Aggregate remuneration of KMP in FY 16 ( Rs lakhs) ||42.17 |
|Revenue ( Rs lakhs) ||177.71 |
|Remuneration of KMPs (as % of revenue) ||23.73 |
|Profit before tax (PBT) ||34.17 |
|Remuneration of KMP (as % of PBT) ||123.41 |
h. Variations in the market capitalization of the company and price earnings ratio atthe closing date of the current financial year and previous financial year: NA
i. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company:
| || || || ||( Rs in lakhs) |
|Particulars ||Shri O.P Dokania Chief Executive Officer ||Shri Sourabh Agrawal Chief Financial Officer ||Ms. Ankita Agarwal Company Secretary (from Feb 2016) ||Ms. Asha Nardia Company Secretary |
|Remuneration in FY 16 ||36.15 ||4.11 ||0.65 ||1.26 |
|Revenue || ||177.70 || |
|Remuneration (as a % of revenue) ||20.34 ||2.31 ||0.36 ||0.71 |
|Profit before tax (PBT) || ||34.16 || |
|Remuneration (as a % of PBT) ||105.83 ||12.03 ||1.90 ||3.69 |
j. Key Parameters for any variable component of remuneration availed by the Directors:NA
k. Ratio of remuneration of highest paid Director to that of the employees who are notdirectors but receive remuneration in excess of the highest paid director during the year:None
l. The Company affirms that remuneration is as per the Remuneration policy of theCompany.
Extract of the Annual Return
An Extract of the Annual Return in Form MGT-9 as on March 31 2016 pursuant to section92(3) of the Companies Act 2013 is duly annexed with this Report.
Your Directors place on record their appreciation for the overwhelming co-operation andassistance received from investors customers business associates bankers vendors aswell as regulatory and governmental authorities. The Directors also wish to appreciate allthe contribution received from the employees for their diligence and contribution to thegrowth of the Company.
| ||For and on behalf of the Board of Directors |
|Place: Kolkata ||Pradip Kumar Daga ||Yashwant Kumar Daga |
|Dated: 26/05/2016 ||Director ||Director |
| ||(DIN : 00040692) ||(DIN : 00040632) |