TO THE MEMBERS
Your Directors present their 149th Annual Report together with the Audited FinancialStatements for the year ended 31st March 2018.
|Financial Summary || ||Amount in Rs. |
|Particulars ||2017-18 ||2016-17 |
|Profit/ (Loss) before depreciation ||(2866247) ||126157 |
|Provision for depreciation ||2098084 ||1975995 |
|Profit/ (Loss) after depreciation ||(4964331) ||(1849838) |
|Provision for Taxation (for earlier year) ||- ||(386857) |
|Profit / (Loss) after tax ||(4964331) ||(2236695) |
|Add:(Loss) Brought forward from previous year ||(125117521) ||(122880826) |
|Transfer to Balance Sheet ||(130081852) ||(125117521) |
|Profit available for appropriation ||Nil ||Nil |
In view of accumulated losses and losses for the year no dividend is recommended forthe Financial Year under reference and no transfer is proposed to be made to Reserves.
During the year the Company has not issued any shares with or without differentialvoting rights granted stock options or issued sweat equity shares. The Paid up ShareCapital of the Company as on 31st March 2018 is Rs. 530.83 lakhs
Operations and General View Green Leaf & Made Tea
Your company has produced 1872244 kgs of green leaf in the year 2017-18as compared to production of green leaf of 1925369 kgs in the year 2016-17 resultingin drop of green production of 53125 kgs as there had been un-favourable climate andundistributed rain in the year. This had caused to bring down deep fall in green leafproduction against budgeted production of 2100000 kgs for the year. During theyear under review your company has inducted private funds and also operating accruals ifany in the operation to achieve better production of green leaf and correspondingly goodquality of tea made production in periods to come. Your Company has made capitalinvestment of Rs.4454622/-as compared to Rs.1658993/--in previous yearin land development and machineries. There has been continuous endeavor to take thecompany out from the financial crisis. As against this year's Green leaf production(including bought leaf of 743270 kgs) your company has manufactured 603230kgs. of tea (inclusive of 155851 kgs on bought leaf) as compared to 487519 kgs.in the previous year. Efforts are being made to increase in recovery and improvementin quality of made tea so that good amount of margin on sale of its tea product could beregistered in this competitive domestic market.
It is pleasure to mention state that your company has been regular in payment ofstipulated old statutory dues and meeting increasing labour dues amenities to staff andproduction overheads. In order to reduce cost of production at the initial period ofseason your company has already started made tea production with bought leaf in theinitial period of the season.
Your Directors report that there has been no cash profit during the year and thecontinuous erosion of net worth of the company in the current year too. The company haswritten back liabilities amounting Rs.4449763./- during the year. Your companyhas not obtained their entitlements of subsidy on plantation for the current period.
Your Directors mention that there are ups and downs in demand of tea in the domesticmarket as well as in overseas markets in the current season. Your Directors contemplatethat your company would be able to produce good quality and quantity of tea as well ashigher production of tea with good quality so that it would sustain reasonable margin tomeet cost of production and incidental overheads. It is stated that necessary steps arebeing taken for manuring the garden and repairs of machineries and repairs of factorybuildings so that there be improvement in production of green leaf and better recovery ofmade tea and of quality tea.
Your company is targeting to achieve positive results in the current season providedthere would have been production of green leaf as per estimation. The company does nothave any subsidiary or joint venture / associate companies.
Directors Responsibility Statement
Pursuant to Section 134(3)( c) of the Companies Act 2013 and based upon representationof Management the Board to the best of its knowledge and belief states that:
(a) in the preparation of the Annual Accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;
(b) it has selected such accounting policies and applied them consistently and 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 31 March 2018 and of the loss of the Companyfor the financial year ended on that.
(c) the Directors have taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis.
(e) the Directors had laid down internal financial controls to be followed by thecompany and such controls are adequate and operating effectively; and
(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively ;
Auditors Report / Secretarial Audit Report
The Notes on Financial Statements referred to in the Auditors Report are selfexplanatory and the same need no further explanations in this regard. Certain observationsmade in the Secretarial Audit Report are self explanatory and no further explanations arerequired in this regard.
Corporate Governance And Management Discussion & Analysis
A separate Report on Corporate Governance' together with a Certificate from thePracticing Company Secretary on Compliance thereof and a Certificate from the Company'sCEO pursuant clause 49 of the Listing agreement are attached as Annexure I of thisAnnual Report.
The "Management Discussion & Analysis" is attached as Annexure IIto this Annual report.
Directors and Key Managerial Personnel (KMP)
The Board confirms that it has the required number of Independent Directors asenvisaged under Section 149(4) of the Act and Regulation 17 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The Company has received declaration fromthe Independent Directors of the Company confirming that they meet with the criteria ofIndependence as prescribed under Section 149 (6) of the Companies Act 2013 and Regulation16(1)(b)(vi) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. Mr. C.P.Poddar (DIN: 00739513) non executive director retires at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment and anappropriate resolution has also been included as part of the Notice convening the forthcoming Annual General Meeting. His brief profile is given in the Report on CorporateGovernance. Mrs. Pramila Bajoria woman director (DIN:07123162) retires at the ensuingAnnual General Meeting and being eligible offers herself for re-appointment and anappropriate resolution has also been included as part of the Notice convening the forthcoming Annual General Meeting. Her brief profile is given in the Report on CorporateGovernance. In compliance with Section 203 of the Act Shri Harsh Kumar Bajoria as ChiefExecutive Officer & Managing Director is appointed as Key Managerial Personnel duringthe under reference. There is no Chief Financial Officer appointed by the Company. Mr.Harsh Kumar Bajoria CEO & the Managing Director of the company has informed that inview of losses in the year he has forgone his remuneration for the year and has decidedto continue rendering his services as CEO & Managing Director as he had been rendingservices in earlier years even without remuneration. The company took on record theappreciation of services rendered by Mr. Harsh Kumar Bajoria during the year and hiscontinued support. However renewal of the letter of appointment and remuneration of Mr.Harsh Kumar Bajoria as Managing Director of the company and the requisites compliances inthis regard under the provisions of the Companies Act with the Registrar of CompaniesWest Bengal are still pending.
Evaluation of performance of Board and its Committees
In compliance with the provisions of the Act and Regulation 17(10) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has evaluated itsown performance during the year under report along with that of its various Committees andits individual Directors. The Independent Directors also reviewed the performance of theNon Independent Director of the Company.
Number of Board Meetings
The Board met four times during the financial year 2017-18. Details of Meetings and theattendance of each Director is provided in the Report on Corporate Governance.
Nomination and Remuneration Policy of the Company
The Company has in place a formal Nomination and remuneration Policy pursuant toSection 178 of the Companies Act 2013 and the text of the policy is disclosed in theCorporate Governance Report.
Annexure III. Audit committee
The Board's Audit Committee comprises Sri C.P. Poddar and Sri Naresh Shah. During theyear under the report there were no disagreements whatsoever between the audit Committeeand the Board.
Related Party Transactions
All related party transactions that were entered during the Financial Year were on anarm's length basis and in the ordinary course of business and provisions of section 188 ofthe Act were not attracted. The related party transactions in the prescribed Form AOC -2forms part of the Directors Report .There were no materially significant related partytransactions made during the period under review by the Company with promoters Directorsor other designated persons which could have potential conflict with the interest of thecompany at large. Necessary disclosure regarding transactions with related parties hasbeen made in the Notes to the Audited Accounts. Pursuant to Regulation 23 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Related Party transactions areplaced before the Audit Committee for approval. Where required prior omnibus approval ofthe Audit Committee is obtained for continuous transactions and the corresponding actualtransactions are reviewed at subsequent Audit Committee Meetings. The company has noRelated Party Transactions policy that is to be given on the website of the company underthe head investors corporate Governance.
Particulars of Loans Guarantees or investments under Section 186 of the Companies Act2013
(i) The Company has given interest free advances given in the nature of loan to some ofcompanies covered under provisions of section 186 of the Companies Act 2013. The amount ofInterest free advances given in the nature of loan is Rs.2150000/- are as on 31stMarch 2018. The purpose was to utilize the advances amount for their general businesspurposes.
(ii) The loan and advances given to employees are interest free and the same are beingcovered under the remuneration policy of the company. Hence Section 186 of the CompaniesAct 2013 is not applicable.
(iii) The company has not provided any guarantee nor made any investment cover U/S 186of the Act during the year under Report.
(iv) The details of the investments made by the company in earlier years are given inthe notes of the financial statements.
The company has had interest bearing loan of Rs.10000000/- from an individual as on31st March 2018.
Corporate Social Responsibility (CSR) initiatives
The Company does not meet the criteria specified in Section 135 of the Act requiring itto constitute a Corporate Social Responsibility Committee and formulate a policy for thispurpose.
Whistle Blower Policy
In compliance with the provisions of section 177 (9) of the Act and Clause 49 of theListing Agreement with CSE and Regulation 22 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has not codified whistle Policywhich is to be hosted on its website (www.arcuttiporeteaco.co.in) Statutory Auditors
As per Section 139 and other applicable provisions of the Companies Act 2013 pursuantto the recommendation of the Audit Committee of the Company and its Board of DirectorsMRK Associates Chartered Accountants having registration no.007726C are recommended forratification of appointment as the Auditor of the Company subject to the approval of theshareholders in the ensuing Annual General Meeting (AGM) to be held on 27th September2018 on the remuneration and other terms and conditions as may be fixed by the Board ofDirectors. M/S MRK Associates Chartered Accountant have given their consent to theCompany that their appointment satisfies the criteria prescribed in Section 141 of the Actand are not disqualified for appointment. The Board recommends for ratification by theshareholders regarding their appointment.
As the manufacturing activities of the Company is below the threshold limit perNotification dated 30th June 2014 issued by Ministry of Corporate AffairsGovernment of India the company is not required to maintain cost record and no costauditor u/s 148 of the company Act 2013 was appointed.
Pursuant to the provisions of Section 204) of the Company Act 2013 read with theCompanies (Appointment and remuneration of Managerial Personnel) Rules 2014 The Board hasappointed B.K. BARIK & ASSOCIATES Company secretary in practice to audit thesecretarial records of the Company in respect of the Financial Year 2017-18. The Report ofthe Secretarial Auditor is attached in Annexure IV to this Report.
Risk management and Significant Orders
The management is continuously endeavouring to deal with perceived risks in itsbusiness by indentifying and evaluating business risks and opportunities. This year thetea garden has caused business loss. In the opinion of the Board the risk involved due tothat may threaten the existence of the company.
During the year under Report there are no significant and material orders passed byRegulators or Courts or Tribunals impacting the company's going concern status and itsfuture operations.
Internal Control Systems
The company has adequate system of internal control commensurate with the size andnature of business. Procedures are in place to ensure that all assets are safeguarded andprotected against loss all transactions are authorized recorded and appropriatelyreported. The internal control system is monitored and evaluated by the Management whichinteracts with the Audit Committee.
Energy Technology & Foreign Exchange
The information pertaining to Conservation of Energy Technology Absorption and 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 stated in AnnexureV attached herewith this report. There were no foreign exchange earnings during theyear under review and details of Outgo are given in the accounts.
Particulars of Employees
Particulars as required under Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are not given as noemployee of the Company falls under the prescribed category.
Disclosure Under Sexual Harassment of Women At Workplace
Following implementation of the Sexual Harassment of Women at the workplace(Prevention Prohibition & Redressal) Act 2013 a summary of complaints received ordisposed of during the Financial Year 2017-18 have been provided as under:-
|No. of Complaints received ||Nil |
|No. of complaints disposed off ||Nil |
Extract From Annual Return
The details forming part of the extract of the Annual return in form MGT 9 as requiredunder section 92 of the Act are given as Annexure VI to this Report.
1. Industrial Relations:
During the year under review the Company enjoyed cordial relationship with the workersand employees at all levels.
Your Directors acknowledge the understanding and support shown by the Governmentlenders bankers Share holders Stock Exchanges suppliers employees and all otherbusiness associates for the growth of the organization. Your Directors place on recordtheir appreciation of the wholehearted support extended by the concerned persons of thecompany.
| ||For and on behalf of the Board |
|Kolkata ||HARSH KUMAR BAJORIA |
|Date: 29.05.2018 ||(DIN: 00893180) |
| ||CEO & Managing Director |
Annexure V to the Directors' Report
Information under Section 134(3) (m) of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 and forming part of the Directors' Report for theyear ended March 31 2018.
1) CONSERVATION OF ENERGY:
a) Energy Conservation Measures Taken:
All Possible measures and precautions are being taken to reduce the consumption ofenergy.
b) Additional investment and proposals if any being implemented for reductionof consumption of energy : Nil
c) Impacts of measures taken at (a) and (b) for reduction of enegry consumption andconsequent Impact on the cost of Production of Goods : Not Ascertainable.
d) The relevant figures are given below:
| ||2017-18 ||2016-17 |
|A Power & Fuel Consumption : ||(Figures in `) ||(Figures in `) |
|i) Electricity :- || || |
|a) Purchased - Units ||528274 ||410520 |
|Total Amount ||5080244.06 ||3851173 |
|Rate/unit ||9.62 ||9.38 |
|b) Own Generation :- || || |
|From DG sets - Units ||27878 ||42894 |
|Units/ltr of Diesel ||2.50 ||2.50 |
|Cost/unit ||49.58 ||21.30 |
|ii) Furnace Oil for Tea Processing || || |
|in withering and Drying || || |
|Quantity (K.ltrs) ||- ||- |
|Total Cost ||- ||- |
|Average Rate (Per K. litre) ||- ||- |
|iii) Coal :- || || |
|Quantity (M.T) ||647.33 ||474.99 |
|Total Cost ( Rs ) ||4798787.18 ||3249601.21 |
|Average Rate (Rs.per M.T) ||7413.20 ||6839.34 |
|iv) H.S.D.Oil for Transport and || || |
|Material Handling || || |
|Quantity (K.Ltrs) ||11.15 ||7.91 |
|Total Cost ( Rs. ) ||668613.57 ||436208.79 |
|Average Rate (Rs.per K.Ltrs) ||59959.95 ||55146.50 |
|v) Petrol for Transport and || || |
|Material handling || || |
|Quantity (K.Ltrs) ||0.80 ||0.9 |
|Total Cost ( Rs. ) ||56590.16 ||60529.22 |
|Average Rate (Rs.per K.Ltrs) ||70826.23 ||67254.69 |
|B Consumption per unit of production : || || |
|a) Electricity Consumed - Units ||556152 ||453414 |
|Total Production - Tea (kg) ||603230 ||478519 |
|Consumption per kg- Units ||1.08 ||1.06 |
|Coal ( Coke)( MT ) ||7955 ||6791 |
|b) Furnace Furnace Oil for for Tea Tea Processing Processing : || || |
|Quantity Consumed (K.ltrs) ||Nil ||Nil |
|Total Production - Tea (kg) ||Nil ||Nil |
|Consumption per Kg.- Ltrs. ||Nil ||Nil |
|2) RESEARCH AND DEVELOPMENT : || |
|1) Specific Specific area in in which which R&D is is carried carried out out ||The The Company Company subscribes subscribes to to Tea Reseach Association which is Registered U/s 35(1) (ii) of the income tax Act 1961 |
|2) Benefits derived as a result of the above R & D || |
|3) Future Plans of Action || |
|4) Expenditure on R & D || |
|3) TECHNOLOGY ABSORPTION ADAPTION AND INNOVATION : || |
|1) Efforts made || |
|2) Benefits derived as a result of above effot ||Not Applicable |
|3) Imported technology in the last five years || |
4) FOREIGN EXCHANGE EARNINGS AND OUTGO
|a) Expenditure in Foreign Currency ||Rs.NIL ||Rs. Nil |