Your Board of Directors has pleasure in presenting the 42nd Annual Reportand the Audited Financial Statements for the year ended 31st March 2019together with the Independent Auditors' Report and the Secretarial Audit Report.
The Financial Results are set out below:
The summarized Standalone and Consolidated results of your Company and its subsidiariesare given in the table below.
|Particulars || |
Financial Year ended (Rs. in lacs)
|31/03/2019 ||31/03/2018 ||31/03/2019 ||31/03/2018 |
| || || || |
|Income || || || || |
|Revenue from Operations ||17927.86 ||16216.20 ||17932.96 ||16221.24 |
|Other Income ||1292.57 ||2001.36 ||1293.12 ||2001.70 |
|Total Income ||19220.43 ||18217.56 ||19226.08 ||18222.94 |
|Expenses || || || || |
|Cost of Materials Consumed ||0.16 ||0 ||5.86 ||3.90 |
|Changes in Inventories of Finished Goods ||(177.90) ||192.22 ||(177.88) ||192.17 |
|Employee Benefits Expense ||10653.27 ||9430.90 ||10653.27 ||9431.75 |
|Finance Cost ||2805.56 ||4168.76 ||3204.40 ||4224.76 |
|Depreciation and Amortisation Expense ||968.24 ||1235.92 ||968.27 ||1235.95 |
|Other Expenses ||15132.62 ||81468.98 ||15137.68 ||85083.33 |
|Total Expenses ||29381.96 ||96 496.78 ||29791.60 ||100171.86 |
|Profit/(loss) before Tax ||(10161.52) ||(78279.22) ||(10565.52) ||(81948.92) |
|Tax Expenses || || || || |
|Current Tax ||0 ||0 ||3.42 ||0 |
|Deferred Tax ||0 ||0 ||0 ||40.88 |
|Adjustments for earlier years ||0 ||(377.06) ||(0.42) ||(377.17) |
|Profit/(Loss) After Tax Before Minority Interest ||(10161.52) ||(77902.17) ||(10568.52) ||(81612.63) |
|Minority Interest ||0 ||0 ||(2.09) ||(261.13) |
|Profit/ (Loss) for the year ||(10161.52) ||(77902.17) ||(10566.43) ||(81351.50) |
|Other Comprehensive Income || || || || |
|Items that will not be Reclassified to Profit or Loss || || || || |
|Remeasurements on Post-employment Defined ||(641.55) ||481.35 ||(641.55) ||481.35 |
|Benefit Plans || || || || |
|Income Tax on Above || || || || |
|Total Other Comprehensive Income Net of Tax ||(641.55) ||481.35 ||(641.55) ||481.35 |
|Total Comprehensive Income for the Year ||(10803.07) ||(77420.82) ||(11207.99) ||(80870.15) |
|Profit / (Loss) per Equity Share (Nominal Value Re. 1/- per Share) || || || || |
|Basic ||(3.28) ||(25.15) ||(3.41) ||(26.35) |
|Diluted ||(3.28) ||(25.15) ||(3.41) ||(26.35) |
|Equity Share Capital || || || || |
|Authorized || || || || |
|500000000 Equity Shares of Re. 1/- each ||5000.00 ||5000.00 ||5000.00 ||5000.00 |
|1000000 Non Cumulative Redeemable Preference Shares of Rs. 100/-each ||1000.00 ||1000.00 ||1000.00 ||1000.00 |
|Issued Subscribed and Paid-up || || || || |
|309760963 Equity Shares of Re. 1/- each Fully Paid up ||3097.61 ||3097.61 ||3097.61 ||3097.61 |
Extract of Annual Return
As per the provisions of Section 92(3) of the Companies Act 2013 (the Act')read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 theextract of the Annual Return in Form MGT-9 is given in Annexure 1 forming part ofthis Report.
Details of Board meetings
During the year 7 meetings of the Board of Directors were held which includes aMeeting of the Independent Directors as required under the Act the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (the Listing Regulations) and the Secretarial Standard I. The details of theMeetings are furnished in the Corporate Governance Report.
SIGNIFICANT EVENTS FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT
You may kindly recapitulate that the Company was under Corporate Insolvency ResolutionProcess (CIRP) under the provisions of the Insolvency and Bankruptcy Code (IBC) 2016pursuant to an Order dated 26th October 2017 passed by the Hon'ble NationalCompany Law Tribunal Guwahati Bench (NCLT). Complete details thereof have been reportedto you in last year's Board's Report.
The Board of Directors of the Company continued to be as under:
Dr. B. R. Shetty - Chairman
Mr. Binay Raghuram Shetty - Director
Dr. (Mrs.) Chandrakumari Raghuram Shetty - Director
Mr. Prajit Vasudevan Maroli - Independent Director
Mr. Sanjay Jain - Independent Director
As required under the Law Mr. Binay Raghuram Shetty being a Non-Resident Indian hasbeen appointed as Whole Time Director of the Company during the year under report.
Being a Non-Resident Indian his appointment is subject to approval of Shareholders andCentral Government. Declaration by Independent Directors
Mr. Prajit Vasudevan and Mr. Sanjay Jain are the Independent Directors on the newlyreconstituted Board of your Company. In the opinion of the Board and as confirmed by theseDirectors they fulfil the conditions specified in Section 149(6) of the Act and the Rulesmade thereunder about their status as Independent Directors of the Company.
The Company has received necessary declaration from each Independent Director of theCompany under Section 149(6) & 149(7) of the Companies Act 2013 that the IndependentDirectors of the Company meet with the criteria of their Independence laid down in Section149(6). The Declaration is given in Annexure A.
I being the Independent Director of the Company hereby confirm that I meet thecriteria of independence as provided under Section 149(6) of Companies Act 2013.
Directors' Responsibility Statement
In accordance with the provisions of Section 134(3)(c) of the Companies Act 2013(the Act) and based upon the representations from the Management the Boardstates 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 Management 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 Management 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 Management had prepared the annual accounts on a going concern basis; and
(e) the Management in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) The Management had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Nomination and Remuneration Committee of the Company
The Company has reconstituted its Nomination and Remuneration Committee of the Boardand has adopted the Remuneration Policy for the appointment and remuneration of theDirectors Key Managerial Personnel and other Senior Executives of the Company along withother related matters which has been formulated in terms of the requirement of theCompanies Act 2013 the Listing Agreement and the Listing Regulations. The Policy isuploaded on the Company's website (URL:www.assamco.com).
Particulars of Loans Guarantees or Investments
Particulars of Loans Guarantees or Investments made during the year as required underSection 186 of the Companies Act 2013 are provided in the notes to Financial Statements.
Related Party Transactions
All Related Party Transactions are in compliance with the applicable provisions of theAct and the Listing Regulations. There are no materially significant Related PartyTransactions made by the Company with related parties. Details of the transactions withrelated parties for the Financial Year ended 31st March 2019 are provided inthe form AOC - 2 (as annexed to this Report as Annexure 2') and also in theNote no. 40 of the Financial Statements in accordance with the Accounting Standards.
All related party transactions are presented to the Audit Committee and also to theBoard for their approvals. A statement of all Related Party Transactions is presentedbefore the Audit Committee on a quarterly basis specifying the nature value and termsand conditions of the transactions.
The Company has also adopted a Related Party Transactions Policy. The Policy isuploaded on the Company's website (URLwww.assamco.com). The objective is to ensure properapproval disclosure and reporting of transactions as applicable between the Company andany of its related parties.
Summary of Operations
Tea production of the Company has gone up during the Financial Year 2018-19 incomparison to the previous Financial Year. The Company during its Financial Year ended on31st March 2019 produced 10.19 Million Kgs. of tea as against 8.92 MillionKgs. during its previous year ended on 31st March 2018. The average pricerealization of made tea was more during the Financial Year 2018-19 in comparison to theprevious Financial Year. The Company during its financial year ended on 31stMarch 2019 sold 9.80 Million Kgs. of tea at an average price of Rs. 183.26/Kg. asagainst 8.71 Million Kgs. sold during its previous year ended on 31st March2018 at an average price of 182.51/Kg.
There was no operation in the Oil & Gas business during the Year 2018-19.
The Management Discussion and Analysis Report given in Annexure 3' forms apart of this Report and covers amongst other matters the Global Tea scenario and theperformance of the Company during the Financial Year 2018-19.
Dividend and Reserves
The Company has incurred losses for the year under report and hence the proposal ofdividend does not arise.
Material changes and commitment if any affecting financial position of the Companyfrom the end of Financial Year and till the date of this Report
There has been no material change and commitment affecting the financial position ofthe Company occurred between the end of the Financial Year of the Company to which theFinancial Statements relate and the date of this Report.
Details of conservation of energy technology absorption foreign exchange earnings andoutgo
The particulars as prescribed under Section 134 (3) (m) of the Act read with Rule 8(3)of the Companies (Accounts) Rules 2014 relating to Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo are given in Annexure 4' formingpart of this Report.
Corporate Social Responsibility (CSR )
In accordance with Section 135 of the Act and Rules framed thereunder your Company hasadopted a Policy of CSR and the Board has constituted a Committee for implementing the CSRActivities. Composition of the Committee are provided in the Corporate Governance Report.Expenditure on CSR activities is not applicable to your Company.
Performance Evaluation of the Directors
In compliance with the Companies Act 2013 and the Listing Regulations the Board hascarried out the Annual Performance Evaluation of the Directors individually as well asevaluation of the working of the Board and the Committees of the Board by way ofindividual and collective feedback from the Directors.
The following were the Evaluation Criteria :
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties Role and functions
(b) For Executive Director:
- Performance as Team Leader / Member
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key Set Goals and Achievements
- Professional Conduct and Integrity
- Sharing of Information with the Board
Pursuant to sub-section (3) of section 129 of the Act a statement containing thesalient features of the Financial Statement of each of the subsidiary in the prescribedForm AOC - 1 is annexed to this Report as Annexure 5'.
The Financial Statements of the Subsidiaries are also available on the website of theCompany (www.assamco. com).
Policy for determining material subsidiaries of the Company is uploaded on theCompany's Website (URL: www. assamco.com).
Directors and Key Managerial Personnel
Pursuant to the provisions of Section 152 and other applicable provisions of theCompanies Act 2013 read with the Companies (Appointment and Qualification of Directors)Rules 2014 the Members had at their 41st Annual General Meeting (AGM) held on27th December 2018 approved the appointment of Dr. B. R. Shetty Mr. BinayRaghuram Shetty and Dr. (Mrs.) Chandrakumari Raghuram Shetty as Directors of the Company.
Mr. Binay Raghuram Shetty's appointment as Whole Time Director of the Company issubject to the approvals of the shareholders at the forthcoming AGM of the Company and ofthe Central Government.
Pursuant to Section 149(10) of the Act read along with the Rules framed thereunderthe Members at their 41st AGM of the Company held on 27th December2018 approved the appointment of Independent Directors viz. Mr. Prajit Vasudevan and Mr.Sanjay Jain to hold office for a term upto 5 (five) consecutive years from the conclusionof that AGM until the conclusion of the 46th AGM. Further pursuant to theSections 149(13) and 152 of the Act provisions for the retirement of directors byrotation shall not apply to such Independent Directors.
As on date Mr. Sanjay Sharma Chief Financial Officer and Ms. Beas Moitra CompanySecretary are the Key Managerial Personnel of the Company. Ms Sreya Mitra ceased to beCompany Secretary with effect from 8th March 2019.
Committees of Board
The details pertaining to composition of the Board Committees and terms of referenceare included in the Corporate Governance Report which forms part of this Report as Annexure6'.
(i) Statutory Auditors
In the 41st Annual General Meeting (AGM) held on 27th December2018 Messrs Saraf & Chandra LLP Chartered Accountants were appointed as StatutoryAuditors of the Company for a period of 5 years. Further they have under Section 139(1)of the Act and the Rules framed thereunder furnished a certificate of their eligibilityand consent for appointment.
Further the report of the Statutory Auditors is enclosed to this report. Our commentson the qualifications in the Standalone and Consolidated Audit Report are given as under:
(a) Given the qualification pertains to Indian Accounting Standard (Ind AS) 109Financial Instruments since the Auditors have not quantified in their report the Companyis evaluating the materiality of the same to resolve accordingly.
(b) Given that the qualification of the Auditor pertains to limitation in InternalFinancial Control the new management is putting in place the appropriate systems andprocesses to strengthen the Internal Financial Controls.
(ii) Cost Audit
Pursuant to Section 148 of the Act the Central Government has made it mandatory forthe Company to conduct a cost audit and accordingly the Company is required to have theaudit of its cost records conducted by a Cost Accountant in practice. The Board ofDirectors of the Company has on the recommendation of the Audit Committee approved theappointment of Messrs Debabrota Banerjee & Associates having registration No. 001703as the Cost Auditors of the Company to conduct cost audits pertaining to relevant productsprescribed under the Companies (Cost Records and Audit) Rules 2014 as amended from timeto time for the year ended 31st March 2018.
Messrs Debabrota Banerjee & Associates have vast experience in the field of costaudit and have conducted the audit of the cost records of the Company for the past severalyears under the provisions of the erstwhile Companies Act 1956.
A resolution seeking Members' ratification for the remuneration payable to CostAuditors forms part of the Notice of the 42nd Annual General Meeting of theCompany and the same is recommended for your consideration and approval.
(iii) Secretarial Audit
In terms of Section 204 of the Companies Act 2013 and Rules made there under MessrsManoj Shaw & Co. Practising Company Secretaries have been appointed as theSecretarial Auditors of the Company. The Report of the Secretarial Auditors is annexed toand forms a part of this Report as Annexure 7'. The comments on the Reportare given as under:
(a) Hundred percent shareholding of the promoter(s) and promoter group - The newlyconstituted Board of Directors at its meeting held on 19th December 2018 issued andallotted the entire shareholding of the erstwhile Promoter aggregating to 127842936equity shares of Re. 1/-each (as was cancelled on 27th November 2018) to the new promoterof the Company B R Property Developers Private Limited. The dematerialization of sharesis under process.
(b) Certificate under Regulation 17(8) and 33(2)(a) - The Company has taken necessarysteps in this regard.
(c) Charges appearing on the MCA website -The Company have not received the No DueCertificates from certain Banks as a result of which the satisfaction of some of thecharges are still pending.
(d) Grievance Redressal Committee - The Company is in the process of setting up ofGrievance Redressal Committee for the 11 (eleven) Tea Estates.
Your Company treats its Human Resources as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company's thrust is on the promotion of talent internally through jobrotation and job enlargement.
Internal financial controls
The internal financial controls with reference to the Financial Statements are includedin the Management Discussion and Analysis Report which forms part of this Report.
Transfer of Amounts to Investor Education and Protection Fund
The Company has transferred a sum of Rs. 280242.75 during the Financial Year 2018-19to the Investor Education and Protection Fund established by the Central Government incompliance with Section 124 of the Act. The said amount represents unclaimed dividendswhich were lying with the Company for a period of seven years from their respective duedates of payment. Prior to transferring the aforesaid sum the Company has sent remindersto shareholders for submitting their claims for unclaimed dividend.
Further in accordance with the provisions of Section 124(6) of the Companies Act 2013and IEPF Rules 2016 shares on which dividend has not been paid or claimed for sevenconsecutive years or more are liable to be transferred to IEPF Suspense Account. Memberswho have not claimed dividend for previous year(s) are requested to claim the same byapproaching the Company or the R & T Agents of the Company.
The Company has not accepted any deposits from the public/members under section 73 ofthe Companies Act 2013 read with Companies (Acceptance of Deposits) Rule 2014 duringthe year.
Particulars of Employees
The statement under Rule 5(2) and Rule 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 and particulars requiredunder Section 197 (12) of the Act are given in Annexure 8' forming apart of this Report.
The said Annexure shall be provided to the Members on a specific request made inwriting to the Company. The said information is available for inspection by the Members atthe Registered Office of the Company on any working day of the Company up to the date ofthe Annual General Meeting.
Significant and Material Orders passed by the Regulators or Courts or Tribunalsimpacting the Going Concern Status of the Company:
There has been no significant and material order passed by the Regulators or Courts orTribunals impacting the Going Concern Status of the Company's operations.
Disclosure as per the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013:
The Company has zero tolerance towards sexual harassment at the workplace and has setup Internal Complaints Committee (ICC) for prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.During the year 2018-19 the Company has not received any complaint of sexual harassment.
Code of Conduct:
In terms of Regulation 26(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 all the Member s of the Board and Senior ManagementPersonnel have affirmed compliance with the Code of Conduct of the Board of Directors andSenior Management for the Financial Year 2018-19. As required under Schedule V (D) of thesaid Regulations a declaration signed by the Managing Director and Chief FinancialOfficer of the Company stating that the Members of the Board and the Senior ManagementPersonnel have affirmed compliance of their respective code of Conduct.
Your Company has complied with the Corporate Governance requirements under theCompanies Act 2013 and the Listing Regulations. A separate section on CorporateGovernance under the Listing Regulations along with a Certificate from Mr. VijayakrishnaKT Practising Company Secretaries is given in Annexure 6' forming part ofthis Report.
Familiarization programme for Independent Directors
The details of the programme for familiarization of Independent Directors with theCompany in respect of their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model of the Company and related mattersare put up on the Website of the Company (www.assamco.com).
The Company has adopted a Whistle Blower Policy establishing Vigil Mechanism toprovide a formal mechanism to the Directors and employees to report their concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct or ethics policy. The Policy provides for adequate safeguards againstvictimization. of employees who avail the mechanism. The policy of Vigil Mechanism isavailable on the Company's website (www.assamco.com).
As per our green initiative the electronic copies of this Annual Report are sent toall Members whose e-mail addresses are registered with the Company. For Members who havenot registered their e-mail addresses physical copies of this Annual Report are beingsent by permitted mode.
The Directors place on record their appreciation for employees at all levels who havecontributed to the growth and performance of your Company.
The Directors also thank the clients vendors bankers shareholders and advisers ofthe Company for their continued support.
The Directors also thank the Central and State Governments and other statutoryauthorities for their continued support.
|Place: Abu Dhabi UAE || ||By Order of the Board |
|Date: 30th May 2019 || ||Assam Company India Limited |
| ||Binay Raghuram Shetty ||Prajit Vasudevan |
| ||Whole Time Director ||Director |
| ||DIN: 01033122 ||DIN: 08249109 |