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Dhunseri Tea & Industries Ltd.

BSE: 538902 Sector: Agri and agri inputs
NSE: DTIL ISIN Code: INE341R01014
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OPEN 215.00
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VOLUME 5789
52-Week high 358.00
52-Week low 177.10
P/E 36.85
Mkt Cap.(Rs cr) 217
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OPEN 215.00
CLOSE 221.65
VOLUME 5789
52-Week high 358.00
52-Week low 177.10
P/E 36.85
Mkt Cap.(Rs cr) 217
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dhunseri Tea & Industries Ltd. (DTIL) - Director Report

Company director report

We have pleasure in presenting the 23rd Annual Report together with theFinancial Statement of the Company for the year ended 31st March 2020.

1. Financial Results :

(Rs. in lakhs)

Particulars Standalone Accounting year ended Consolidated Accounting year ended
31.03.2020 31.03.2019 31.03.2020 31.03.2019
1 Income
a Revenue from Operations 17737.86 18081.27 30248.32 32428.83
b Other Income 387.75 280.22 534.18 477.69
Total income 18125.61 18361.49 30782.50 32906.52
2 Expenses
a Cost of Materials Consumed # 4009.67 4151.02 4009.67 4362.94
b Purchases of Stock-in-Trade 660.84 - 660.84 -
c Changes in Inventories of finished goods (314.98) (191.53) (768.10) (507.06)
d Changes in Inventories of biological assets 48.91 9.86 (5.17) (431.44)
e Employee benefits expense 7050.31 7143.52 11158.39 11421.94
f Finance costs 404.82 286.04 1054.53 727.01
g Depreciation expense 864.37 750.04 1948.33 1866.15
h Other expenses 6788.74 5938.32 13338.09 11312.80
Total expenses 19512.68 18087.27 31396.58 28752.34
3 Profit / (Loss) before exceptional items and tax (1-2) (1387.07) 274.22 (614.08) 4154.19
4 Exceptional items 10069.80 - 10069.80 -
5 Profit before tax (3+4) 8682.73 274.22 9455.72 4154.19
6 Tax expense
- Current tax charge 1971.46 145.53 1996.91 813.23
- Adjustment of tax relating to earlier years - - 10.99 -
- Deferred tax charge / (credit) 61.91 (7.07) 128.32 530.59
Total Tax expense 2032.65 138.46 2136.22 1343.82
7 Profit for the year (5-6) 6650.08 135.76 7319.50 2810.36
8 Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurement loss on defined benefit plans (111.88) (113.62) (111.88) (113.62)
Net (Loss)/Gain on fair valuation of equity instruments through other comprehensive income (204.89) 245.41 (204.89) 245.41
Income Tax relating to these items 54.51 (108.21) 54.51 (108.21)
Items that will be reclassified to profit or loss
Exchange differences on translation of foreign operations - - 144.59 1469.88
Other comprehensive income for the year (net of tax) (262.26) 23.58 (117.67) 1493.46
9 Total comprehensive income for the year (7+8) 6387.82 159.34 7201.83 4303.82
10 Paid-up equity share capital
(Face value Rs.10/- each) 700.50 700.50 700.50 700.50
11 Other Equity 65971.79 60006.22 81901.62 75065.12
12 Earnings per share (of Rs 10/- each)
(a) Basic and Diluted (Rs) 94.93 1.94 104.49 40.12

# Cost of materials consumed represents Green Leaf purchased.

6 Dhunseri Tea & Industries Limited

2. Dividend :

The Directors recommend a dividend of Rs.2.50 per equity share i.e. 25%for the financial year ended 31st March 2020 subject to approval of the shareholders atthe ensuing Annual General Meeting ("AGM"). The dividend on equity shares ifapproved by the members would involve a cash outflow of Rs.175.12 lakhs subject todeduction of tax at source in appropriate cases as per the provisions of the Income TaxAct.

3. Transfer to reserves:

The directors have decided to retain the entire amount of Rs.50710.23lakhs in the retained earnings.

4. Operations:

The total tea manufacturing in respect of the Indian operations for theyear under review was 11.13 mn kg as against 10.33 mn kg in the previous year and thetotal sales were 11.11 mn kg as against 10.18 mn kg in the previous year. The totalproduction and sale from the Indian operations during the year were more in comparison tothe previous year. The average realization per kg of Tea was lower in comparison to theprevious year.

The total tea manufacturing in respect of the African operations forthe year under review was 8.63 mn kg as against 9.52 mn kg in the previous year and thetotal sales were 8.09 mn kg as against 8.92 mn kg in the previous year. The totalproduction sales and average realization per kg of Tea during the year was less incomparison to the previous year. The production of macadamia in terms of volume was about0.44 mn kg as against 0.41 mn Kg in the previous year and the sales were 0.42 mn kg asagainst and 0.37 mn kg in the previous year. The production sales and average realizationper kg of macadamia was higher during the year.

In view of the lockdown across the country due to COVID-19 theoperations of the Company's tea estates located in Assam were adversely impactedduring March & April 2020. The shutdown resulted in delay and disruptions inproduction and sales operations of the Company due to restriction on labour deployment andlogistical issues. The operations have now stabilised. The Company has assessed therecoverability and carrying values of its assets comprising property plant and equipmentinventories receivables and other current assets as at the balance sheet date i.e. 31stMarch 2020 and on the basis of such evaluation has concluded that no materialadjustments are required to be considered for 2019-20. The Company is taking all thenecessary steps and precautionary measures to ensure smooth functioning of its operationsand also to ensure the safety and well-being of all its employees.

5. Subsidiary Companies :

The Company's has seven wholly owned subsidiaries as on March 312020:

i) Dhunseri Petrochem & Tea Pte Ltd (DPTPL)

ii) Makandi Tea & Coffee Estates Ltd (MTCEL)

iii) Kawalazi Estate Company Ltd (KECL)

iv) A.M. Henderson & Sons Ltd. (AMHSL)

v) Chiwale Estate Management Services Ltd (CEMSL)

vi) Dhunseri Mauritius Pte Ltd (DMPL)

vii) Ntimabi Estate Ltd (NEL)

The entire share capital of the subsidiary AMHSL CEMSL & NEL areheld by MTCEL and that of MTCEL KECL and DMPL are held by DPTPL and that of DPTPL is heldby the Company making them 100% wholly owned subsidiaries incorporated outside India.

There has been no material change in the nature of the business of thesubsidiaries.

There are no associate companies within the meaning of Section 2(6) ofthe Companies Act 2013 ("Act").

Pursuant to provisions of Section 129(3) of the Act a statement in FormAOC-1 containing the salient features of the financial statements of theCompany's subsidiaries is attached to the financial statements of the Company.Pursuant to the provisions of Section 136 of the Act the financial statements of theCompany consolidated financial statements along with relevant documents and separateaudited accounts in respect of subsidiaries are available on the website of the Company.

6. Listing:

The equity shares of the Company are listed on BSE and NSE.

7. Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Act the Board of Directors confirm:

(i) that in the preparation of the annual accounts the applicableaccounting standards have been followed and no material departures have been made from thesame;

(ii) that they have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

(iii) that they have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

(iv) that they have prepared the annual accounts on a ‘goingconcern' basis.

(v) that they have laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and are operatingeffectively.

(vi) that they have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

The work performed by the internal auditor statutory auditor andsecretarial auditor and the reviews performed by management and the audit committee theboard is of the opinion that the Company's internal financial controls were adequateand effective during the financial year 2019-20.

8. Directors & Key Managerial Personnel :

Mr. Chandra Kumar Dhanuka (DIN: 00005684) was reappointed as a ManagingDirector of the Company for a period of five years w.e.f. 9th September 2019 as approvedby the members at their 22nd AGM held on 13th August 2019.

Mr. Mrigank Dhanuka resigned from the post of Executive Director of theCompany w.e.f. 23rd July 2019. However he continues to be on the Board of the Company asa Non-Executive Non-Independent Director.

Mr. Bharat Bajoria (DIN: 00109241) was re-appointed as an IndependentDirector of the Company for a second term of five consecutive years w.e.f. 8th September2019 as approved by the members at their 22nd AGM held on 13th August 2019.

Mrs. Aaradhana Jhunjhunwala (DIN: 00550481) was appointed as anAdditional Director (designated as Non-Executive Independent director) of the Company atthe Board Meeting held on 14th November 2019. She shall hold office till the conclusionof the ensuing 23rd AGM of the Company. It is proposed to appoint Mrs. A. Jhunjhunwala asan Independent Director of the Company at the ensuing 23rd AGM for a consecutive period offive years w.e.f. 14th November 2019.

Ms. Nandini Khaitan ceased office w.e.f. 9th September 2019 oncompletion of her term as an Independent Non-Executive Director.

Section 149(13) of the Act states that the provisions of subsection (6)and (7) of Section 152 of the Act in respect of retirement of directors by rotation shallnot be applicable to independent directors.

Pursuant to the provisions of Section 149 of the Act and Regulation25(8) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ["SEBI (LODR) Regulations"] the IndependentDirectors have submitted declarations that they meet the criteria of independence asprovided in Section 149(6) of the Act along with Rules framed thereunder and Regulation16(1)(b) of the SEBI (LODR) Regulations.

In the opinion of the Board there has been no change in thecircumstances which may affect their status as independent directors of the Company andthe Board is satisfied of the integrity expertise and experience (including proficiencyin terms of Section 150(1) of the Act and applicable rules thereunder) of all IndependentDirectors on the Board. The Independent Directors have also declared that they haveregistered their name with the data bank maintained by the Indian Institute of CorporateAffairs as required under the provisions of Section 150 of the Act read with Rule 6(1) ofCompanies (Appointment and Qualification of Directors) Rules 2014.

Mr. Rajiv Kumar Sharma (DIN: 05197101) Non-Executive Non-IndependentDirector retires by rotation at the ensuing 23rd AGM and being eligible offers himself forre-appointment.

9. Number of Meetings of the Board :

The Board met six times during the financial year 2019-20. The detailshave been provided in the Corporate Governance Report in terms of SEBI (LODR) Regulationswhich is annexed to this Report.

10. Board evaluation:

An annual performance evaluation of the Board as a whole and that ofits various committees and that of the individual directors was undertaken during the yearon the basis of the criteria such as the composition structure functioningeffectiveness of the Board the Committee Meetings the contribution and preparedness ofindividual directors to the board and committees etc after seeking inputs from all thedirectors.

The performance of Non-Independent Directors Chairman and Board as awhole was evaluated by the Independent Directors in a separate meeting held during theyear.

11. Policy on directors' appointment and remuneration and otherdetails :

The Company's policy on directors' appointment andremuneration and other matters provided in Section 178(3) of the Act has been disclosed inthe Corporate Governance Report.

12. Internal financial control systems and their adequacy :

The details in respect of internal financial control and their adequacyare included in the Management Discussion & Analysis which forms part of this Report.

13. Audit committee :

The details pertaining to composition of audit committee are includedin the Corporate Governance Report.

14. Auditors

Statutory Auditors :

Pursuant to the provisions of Section 139 of the Act and the rulesframed thereunder M/s. S.R.Batliboi & Co. LLP Chartered Accountants (ICAI FirmRegistration No. 301003E/E300005) were appointed as Statutory Auditors of the Company fora period of five years from the conclusion of 22ndAGM of the Company held on 13th August2019 until the conclusion of 27th AGM to be held in the year 2024.

The Statutory Auditor's report for FY 2019-20 forms part of thisAnnual Report. The said report does not contain any qualification reservation adverseremark or disclaimer. During the year under review the Auditors did not report any matterunder Section 143(12) of the Act therefore no detail is required to be disclosed underSection 134(3)(ca) of the Act.

Cost Auditors :

In terms of the provisions of Section 148 of the Act read with theCompanies (Cost Records and Audit) Amendment Rules 2014 the Board of Directors of theCompany appointed M/s. Mani & Co Cost Accountants (Firm Registration No. 000004) toconduct the cost audit for the financial year ending 31st March 2021 at a remuneration asstated in the Notice convening the 23rd AGM of the Company.

Cost records are prepared and maintained by the Company as requiredunder Section 148(1) of the Act.

Secretarial Auditors :

The Board had appointed M/s. M.Shahnawaz & Associates (FirmRegistration No. S2015WB331500) Practicing Company Secretaries as the Secretarial Auditorto conduct Secretarial Audit of the Company for the FY 2019-20 and their report is annexedto this Annual Report. There are no qualifications observations adverse remark ordisclaimer in the said report.

15. Risk management:

Although the requirement of Risk Management Committee is not mandatoryfor your Company the management has to constantly monitor the risks and functions andsystematically address them through mitigating actions on a continuous basis. The auditcommittee has additional oversight in the area of financial risks and controls.

The development and implementation of risk management policy has beencovered in the management discussion and analysis which forms part of this Report.

16. Particulars of loans guarantees and investments

The particulars of loans guarantees and investments have beendisclosed in the financial statements.

17. Transactions with Related Parties :

All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andon an arm's length basis. During the year the Company had not entered into anycontract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransactions.

Your Directors draw attention of the members to Note No. 41 to thefinancial statement which sets out related party disclosures.

19. Management Discussion and Analysis Report Industry Structure andDevelopment

The Company's main business is plantation manufacture and sale ofTea. Tea being a seasonal industry the plantation activities are carried out from Marchto December and is subject to the vagaries of the monsoon. The area under plantation isrelatively constant. The crop yield depends on the climatic conditions to a very largeextent. The steps initiated for increasing the crop yields by implementing improvedagricultural practises is not only necessary under the circumstances but also becomesimportant for the industry for its survival.

Opportunities and Threats

The Company's major income is from sale of tea. The teamanufactured by the Company is sold through auctions as well as private sales. The packettea sales under its different brands continued till 21st August 2019. The costs ofproduction of tea comprises of various inputs which are required to be met by the Companyas stipulated under various statutes both Central and State including the PlantationLabour Act. Thus after meeting the various Central and State levies etc the industry isleft with a very small margin to meet its other expenses for advertising marketing andsale of the product.

Segment wise performance

The Company's main business operation is restricted to a singlesegment i.e. Tea which is manufactured and sold through either auction centres or as bulk/ private tea sales and is covered under the sections ‘Financial Results' and‘Operations' respectively in the Directors' Report.

Outlook

Tea being a common man's drink is consumed widely throughout thecountry.

The Tea manufactured in the Country is almost sufficient to meet theinternal domestic demands. The weather is of prime importance for the Tea manufacturingindustry for achieving / maintaining the production target for the industry. Due to thevagaries of the weather the production of tea fluctuates within a given range. However inspite of this scenario the outlook for the tea industry appears to be good due to itsincreasing demand and consumption.

Risk and Concern

The Management has to constantly monitor the risks and concernsassociated with the industry which is dependent upon the vagaries of the weather to a verylarge extent and is also subject to changing market conditions and the trends. Furtherincreased supply in the global market and slowdown of the economic growth may adverselyaffect the business prospects.

Internal Control System & their adequacy

The Company has an effective system of internal control commensuratewith its size and it ensures operational efficiency accuracy in financial reporting andcompliance of applicable laws and regulations. The system is subject to review from timeto time.

Disclosures on financial performance with respect to operationalperformance

The disclosures under financial performance with respect to operationalperformance are covered by the sections ‘Financial Results' and‘Operations' respectively under the "Directors' Report".

Material developments in Human Resources / Industrial Relations frontincluding number of people employed

The Tea industry is labour intensive and provides employment to a verylarge segment of the population residing in and around the tea plantation areas. Thecompany has ten tea estates all located in the State of Assam with a total plantation areaof about 3055.75 hectares. As on 31st March 2020 the Company provided employment to about4808 employees including 4636 workers staff and sub-staffs at its tea estates.

Significant changes in key financial ratios & return on net worth

The Current Ratio Net Profit Margin and Return on Net Worth increasedby over 25% during the year in comparison to previous year due to realization on transferof branded tea business i.e. Lal Ghora and Kala Ghora.

The Debtors Turnover Ratio increased by over 25% during the year due totimely and efficient collection of receivables. The Interest Coverage Ratio and OperatingProfit Margin decreased by over 25% due to loss incurred by the Company primarily due totransfer of packet tea business and lower sales realization per Kg of Tea.

The Debt Equity Ratio increased by over 25% due to increasedborrowings.

Cautionary Statement

Statements in this management discussion and analysis describing theCompany's objectives projections estimates and expectations may be forward lookingstatements' within the meaning of applicable laws and regulations. Actual results maydiffer substantially or materially from those expressed or implied. Important developmentsthat could affect the Company's operations include a downtrend in the industry-globalor domestic or both significant changes in political and economic environment in Indiaapplicable statues litigations etc.

19. Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR) Policyof the Company and the initiatives undertaken by the Company on CSR activities during theyear are set out in Annexure I of this report in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014. The policy is available onthe Company's website : www.dhunseritea.com.

20. Extract of annual return

As stipulated under Section 92(3) of the Act an extract of the annualreturn is given in Annexure II in the prescribed Form MGT-9 which forms part ofthis report.

Pursuant to Section 134(3)(a) the Annual Return of the Company isavailable in the Company's website(http://dhunseritea.com/investors-investors/report-review/)

21. Particulars of employees

The information required under Section 197 of the Act read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below: a. The ratio of the remuneration of each director to the medianremuneration of the employees of the Company for the financial year:

Non-executive Directors Remuneration for the Year ended 31.03.2020 (Rs.) Ratio to median remuneration
1. Mr. M.Dhanuka (from 23.07.2019) # 10000 *
2. Mr. R.K.Sharma 60000 0.90 : 1
3. Mr. B. Bajoria 100000 1.49 : 1
4. Ms. N.Khaitan (till 08.09.2019) 25000 *
5. Mr. V.Goenka 115000 1.72 : 1
6. Prof. A.K.Dutta 90000 1.34 : 1
7. Mrs. A.Jhunjhunwala (from 14.11.2019) 30000 *
Executive Directors
1. Mr. C.K.Dhanuka 3155238 47.09 : 1
2. Mr. M.Dhanuka (till 22.07.2019) # 727838 *

* Since this information is for part of the year the same is notcomparable.

# Mr. M.Dhanuka resigned from the post of Executive Director of theCompany w.e.f. 23rd July 2019. However he continues to be on the Board of the Company asa Non-Executive Non-Independent Director.

The median remuneration of employees for financial year 2019-20 isRs. 0.67 lacs. b. The percentage increase in remuneration of each Director ChiefExecutive Officer Chief Financial Officer Company Secretary in the financial year :

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
1. Mr. C.K.Dhanuka Managing Director 27.02
2. Mr. Mrigank Dhanuka Director *
3. Mr. Bharat Bajoria Director No Change
4. Ms. Nandini Khaitan Director (Till 08.09.2019) *
5. Mr. Rajiv Kumar Sharma Director No Change
6. Mr. Vivek Goenka Director No Change
7. Prof. Ashoke Kumar Dutta Director No Change
8. Mrs. Aaradhana Jhunjhunwala Director (From 14.11.2019) *
9. Mr. P.C.Dhandhania Chief Executive Officer 7.98
10. Mr. Vikash Jain Chief Financial Officer 5.21
11. Mr. R.Mahadevan Company Secretary 3.91

c. The percentage decrease in the median remuneration of employees inthe financial year: 8.22%. d. The number of permanent employees on the rolls of Company:4808 e. Average percentile increase / decrease already made in the salaries of employeesother than the managerial personnel in the financial year 2019-20 and its comparison withthe percentile increase / decrease in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration:

Average percentile increase in the salaries of employees other than themanagerial personnel in the financial year 2019-20 was 5.22% and in the case of managerialremuneration the increase was 27.02%. The remuneration payable to Executive Directors hasvariable component which is dependent on the profit of the Company and other employeesremuneration has fixed pay which depends on his/ her performance.

f. Affirmation that the remuneration is as per the remuneration policyof the Company:

The Company affirms remuneration is as per the remuneration policy ofthe Company. g. The statement containing particulars of employees as required underSection 197(12) of the Act read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is set out in Annexure IVforming part of this report.

22. Disclosure requirements:

As stipulated under the SEBI (LODR) Regulations the corporategovernance report along with the auditors' certificate thereon and managementdiscussion and analysis are attached which form part of this report.

i) The code of conduct for the Board of Directors and the seniormanagement adopted by the Company is available on the Company's website(http://dhunseritea.com/ investors-investors/code-of-conduct/)

ii) Details of the familiarization programme of the independentdirectors are available on the Company's website(http://dhunseritea.com/wp-content/uploads/2015/06/Familiarisation-Programme-of-Independent-Directors.pdf).

iii) Policy for determining material subsidiaries of the Company isavailable on the Company 's website (http://dhunseritea.com/wp-content/uploads/2020/06/Policy-for-determining-Material-Subsidiary.pdf).

iv) Policy on dealing with related party transactions is available onthe Company's website (http://dhunseritea.com/wp-content/uploads/2015/04/Related-party-transaction-policy.pdf).

v) The Company has formulated and published a Whistle Blower Policy toprovide Vigil Mechanism for employees including directors of the Company to report genuineconcerns. The provisions of this policy are in line with the provisions of Section 177(9)of the Act and SEBI (LODR) Regulations and the said policy is available on theCompany's website(http://dhunseritea.com/wp-content/uploads/2015/03/vigil-mechanism.pdf).

23. Deposits from public:

The Company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet.

24. State of Company's affairs :

Except for the impact of Covid-19 as noted elsewhere in this reportthe present state of the Company's affairs is progressive enough viz-a-viz theindustry and there is no development which could result in an adverse situation for thecompany in the near future. There is neither any change in the nature of business of theCompany nor any significant and material orders was passed by any regulator or court ortribunal impacting the going concern status affecting the Company's operation infuture.

25. Reporting of frauds by Auditors :

During the year under review neither the statutory auditors nor thesecretarial auditor has reported to the Audit Committee under Section 143(12) of the Actany instances of fraud committed against the Company by its officers or employees thedetails of which need to be mentioned in the Board's report.

26. Secretarial Standards:

The Company complies with all applicable secretarial standards.

27. Material changes and commitments if any affecting the financialposition of the Company :

The Sale of the Company's branded tea business"LALGHORA" and "KALAGHORA" to Tata Global Beverages Limited for anaggregate consideration of Rs. 101 crore was completed on 21st August 2019.

28. The particulars in respect of conservation of energy technologyabsorption and foreign exchange earnings and outgo are given in Annexure III whichforms part of this report.

29. Disclosure under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 :

The Company has set up Internal Complaints Committee (ICC) under TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and has complied with the provisions relating to the constitution of the said Committee.There were neither any outstanding complaints in the beginning / end of the year nor anycomplaints were received and /or disposed off during 2019-20. The Committee met onceduring the year.

30. Green Initiatives :

As part of our green initiative the electronic copies of this AnnualReport including the Notice of the 23rd AGM are sent to all members whose email addressesare registered with the Company / Depository Participant(s).

However this year in view of the outbreak of COVID-19 pandemic andowing to the difficulties involved in dispatching of physical copies of Annual Report theMinistry of Corporate Affairs ("MCA") has vide its circular no 20/2020 dated 5thMay 2020 directed the Companies to send the Annual Report only by e-mail to all theMembers of the Company. Therefore the Annual Report for FY 2019-20 and Notice of 23rd AGMof the Company is being sent to the Members at their registered e-mail addresses inaccordance with MCA and SEBI Circulars. The Company is providing e-voting facility to allits members to enable them to cast their votes electronically on all resolutions set forthin the Notice. This is pursuant to Section 108 of the Companies Act 2013 and Rule 20 ofthe Companies (Management and Administration) Rules 2014. The instructions for e-votingis mentioned in the Notice of AGM.

31. Acknowledgement :

Your Directors take this opportunity to express their sincereappreciation for the excellent assistance and cooperation received from the banks andother authorities. Your Directors also thank the employees of the Company for theirvaluable service support during the year and their efforts in overcoming the difficultsituation arising out of pandemic. Your Directors also acknowledge with thanks thecooperation and support received from the shareholders of the Company.

For and on behalf of the Board of Directors
Kolkata C.K.DHANUKA
26th June 2020 Chairman

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