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Diana Tea Company Ltd.

BSE: 530959 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE012E01035
BSE 00:00 | 12 Aug 27.45 -0.10






NSE 05:30 | 01 Jan Diana Tea Company Ltd
OPEN 28.20
52-Week high 40.00
52-Week low 20.50
P/E 5.61
Mkt Cap.(Rs cr) 41
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 28.20
CLOSE 27.55
52-Week high 40.00
52-Week low 20.50
P/E 5.61
Mkt Cap.(Rs cr) 41
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Diana Tea Company Ltd. (DIANATEACO) - Director Report

Company director report

To the Members of

Diana Tea Company Limited

The Directors are pleased to present the Hundred and Tenth (110th) Annual Report of theCompany together with Consolidated and Standalone Audited Financial Statements of theCompany for the financial year ended on March 31 2021.


The summarized Financial position of the Company are given in the table below. (` inLakhs)



FY 2020-21 FY 2019-20 FY 2020-21 FY 2019-20
Revenue from Operations 7047.78 6111.03 7044.06 6111.03
Profit before taxation 589.87 42.85 599.29 42.85
Tax Expense 117.65 (3.80) 117.65 (3.80)
Profit for the year 472.22 46.65 481.64 46.65
Other Comprehensive Income (Net of Tax) 118.96 (61.35) 118.96 (61.35)
Total Comprehensive Income 591.18 (14.70) 600.60 (14.70)
Other Equity at year end 5709.21 5165.01 5718.63 5165.01

Note: The above figures are extracted from the Consolidated and StandaloneFinancial Statements prepared under IND AS (Indian Accounting Standards) for the FinancialYear ended on 31st March 2021 and 31st March 2020.


The year under review was very good on price realization front where in our averageprice realization was ` 52/- higher than the previous year (This year realization is `223/- against last year ` 171/-). However there was a massive crop shortfall due toCovid-19 lockdown announced by Central Government due to which standing crop had to beslashed after reopening thus resulting in a crop shortfall of 260000 Kgs of made tea.

During the current year our own production was 2923046 kgs vs Last year 3182407Kgs. However the higher price realization had compensated the crop loss thus giving boostto our bottom line. Brought leaf price was very volatile for the entire year as such wewere extremely careful in procuring the same during the entire year thus resulting inlower production in the same segment which was 2.46 Lakh kgs this year against the lastyear 4.06 Lakh kgs. During the current year Indian Tea production was down by 135 millionKgs when compared to last year thus resulting in a very buoyant market till September.Once the crop stabilized Tea Market showed a massive correction in balance part of theyear. The wage revision became effective from January 2021 which was raised from ` 176/-to ` 202/- thus increasing the cost of production to that extent. Since 65% of the cropwas sold at a much higher price till September the same had reflected in the bottom lineof the company wherein your company has shown a profit of ` 481.64 Lakh against the profitof `46.65 Lakh Last year .


Current year started with a buoyant market condition led by crop shortage in entireNorth India till June end and the expected crop loss in Northern India is estimated at 50million Kgs when compared to same period 2019. (2020 not being considered due tolockdown). This has led to active participation by the packeters and the wholesale marketthus resulting in appreciation in overall price realization. However it is expected thatpost July when the production normalises market could see the price correction and theprice gap between good quality and medium quality could widen drastically; Lower exportscould further dampen market sentiments. Though the gardens producing good quality couldstill enjoy the better price realization for the balance part of the year the commonmedium to poor quality tea could face problem selling the tea at par with the cost oftheir production as under this segment supply continues to overshadow demand. Fortunatelyyour company falls into the bracket of quality tea and backed by higher yields of 25quintals and the young tea bush with average age of 35 years resulting in low cost whencompared to our competitors. We are hopeful of achieving decent results during the end ofthe current season. Needless to mention that escalating wages and cost of inputs areputting lot of pressure on profitability of tea companies. Your company continues with itspolicy of a uprooting and replanting old tea bushes with the new one to keep the advantageof high yield and better age profile which gives us tremendous cost advantage and abilityto produce better quality to survive and perform better in such difficult marketcondition. With good Standard of field and factory infrastructure your company isconfident of performing better in years to come.


There has been no change in the nature of business and the Company continues toconcentrate on their own business.


The Directors proposed to transfer Rs. 600 Lakhs to General Reserves.


The Directors proposed not to transfer any amount from the General Reserves.


The Board of Directors recommends a dividend of Rs. 0.50 per equity share i.e. 10percent of the nominal value of Rs. 5/- per equity share for the financial year endedMarch 31 2021. In view of the changes made under the Income-Tax Act 1961 by the FinanceAct 2020 dividends paid or distributed by the Company shall be taxable in the hands ofthe shareholders. The Company shall accordingly make the payment of dividend afterdeduction of tax at source as applicable. Such dividend on approval will be paid tothose Members whose names are recorded in the

Register of the Company at the close of business on the date of Annual General Meeting.


During the Financial Year Six (6) Board meetings were held details of which are givenbelow:

Date of the meeting No. of Directors attended the meeting
18.05.2020 5
29.06.2020 5
14.08.2020 4
11.11.2020 4
08.01.2021 5
10.02.2021 5


During the financial year ended 31st March 2021 there has been no change in theissued and subscribed capital of the Company. The outstanding capital as on 31st March2021 is Rs.749.55 lakhs comprising of 14991000 equity shares of Rs. 5/- each.


In accordance with the Companies Act 2013 the annual return in the prescribed formatcan be accessed at


The details of composition of the Committees of the Board of Directors are as under:-a.Audit Committee

Sl. No. Name Chairman/ Members
1. Mr. H.M. Parekh Chairman
2. Mr. Sandeep Singhania Member
3. Mr. Gautam Bhalla Member
4. Mr. N.F Tankariwala Member- Demised on 5th September 2020
5. Mr. Kiran Nanoo Desai Member- Appointed w.e.f 1st December 2020

The Terms of Reference of the Audit Committee has been provided in the CorporateGovernance Section forming part of this Report. During the financial year the Committeehad met 4 times as on June 29 2020 August 14 2020 November 11 2020 and February 102021.

Recommendation by Audit Committee :

There is no such recommendation of audit committee which has not been accepted by theBoard during the said financial year.

Vigil Mechanism

The Company has formulated the codified Whistle Blower Policy incorporating theprovisions relating the Vigil Mechanism in terms of Section 177(9) & (10) of theCompanies Act 2013 and Regulation 22 of SEBI (Listing Obligation & DisclosureRequirements) Regulations 2015 and SEBI (Prohibition of Insider Trading) (Amendment)Regulations 2018 in order to encourage Directors and Employees of the Company toescalate to the level of the Audit Committee any issues of concern impacting andcompromising with the interest of the Company and the Stakeholders in any way and toprevent leak of Unpublished Price Sensitive Information. The Company has also madeprovisions for adequate safeguards against victimization of its employees and Directorswho express their concerns. The Chairman of Audit Committee can be accessed directly byany employee for reporting issues which need to be brought to the notice of the Board. TheVigil Mechanism / Whistle Blower Policy of the Company has been uploaded on the website ofthe Company:

b. Nomination & Remuneration Committee

Sl. No. Name Chairman/ Members
1. Mr. H.M Parekh Chairman
2. Mr. N.F. Tankariwala Member- Demised on 5th September 2020
3. Mr. Gautam Bhalla Member
4. Mr. Kiran Nanoo Desai Member- Appointed w.e.f 1st December 2020

The Terms of Reference of the Committee has been provided in the Corporate GovernanceSec-tion forming part of this Report. During the finan -cial year the Committee had met 3times as on June 29 2020 August 14 2020 and February 10 2021.

c. Stakeholders Relationship Committee

Sl. No. Name Chairman/ Members
1. Mr. N.F. Tankariwala Chairman- Demised on 5th September 2020
2. Mr. Gautam Bhalla Chairman- Appointed w.e.f 8thJanuary 2021
3. Mr. Sandeep Singhania Member
4. Mrs. Sarita Singhania Member
5. Mr. Kiran Nanoo Desai Member- Appointed w.e.f 1st December 2020

The Terms of Reference of the Committee has been provided in the Corporate GovernanceSection forming part of this Report. During the financial year the Committee had met 3times on June 29 2020 August 14 2020 and February 10 2021.


The Company considers Corporate Social Responsibility as an important aspect of doingbusiness. As a good corporate citizen the Company shall initiate appropriate actiontowards various social causes in the future. Presently the provisions of Section 135 ofthe Companies Act 2013 are not applicable to the Company.


As per SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015Management Discussion and Analysis Report is attached as Annexure "A"forming part of this report.


Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) ofSection 134 of the Act the Board of Directors of the Company hereby confirm that:

i) in the preparation of the annual accounts for the financial year ended 31st March2021 the applicable accounting standards had been followed along with proper explanationrelating to material departures except gratuity liability being accounted for as and whenpaid/payable;

ii) we have selected such accounting policies and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2021 and of the profit of theCompany for the year ended on March 31 2021;

iii) we have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv) we have prepared the annual accounts for the financial year ended on March 31 2021on a going concern basis;

v) we have laid down internal financial controls and the same have been followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

vi) we have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.


The Company attaches considerable significance to good Corporate Governance as animportant step to-wards building investor confidence improving inves-tor’sprotection and maximizing long term shareholders value. The certificate of the Auditorsconfirming compliance of conditions of Corporate Governance as stipulated under Regulation34 read with Sched-ule V(E) of the Securities and Exchange Board of In-dia (ListingObligations and Disclosure Requirements) Regulations 2015 of the Stock Exchange isannexed as

Annexure "B".


The related party transactions entered during the year were in ordinary course ofbusiness and also on arm’s length basis in compliance with the applicable provisionsof the Companies Act 2013 and Listing. Regulations There are no materially significantrelated party transactions made by the Company with Promoters Directors or Key ManagerialPersonnel etc. which may have potential conflict of the interest with the Company atlarge. All related party transactions are presented to the Audit Committee and the Boardif required for approval. Omnibus approval is obtained for the transactions which areforeseen and repetitive in nature.The Revised Policy on Related Party Transactions asapproved by the Board is uploaded on the Company’s web link:


The particulars as prescribed under sub-section (3)(m) of the Section 134 of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are givenat Annexure "C" to the Directors’ Report.


The ratio of the remuneration of each Director to the median employee’sremuneration and other particulars or details of employees pursuant to Section 197(12) ofthe Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 as amended are attached to this Report as Annexure"D".

There are no directors who is in receipt of any commission from the company as well asfrom its holding company as per section 197 (14) of the Companies Act 2013.


During the financial year the Board evaluated its own performance as well as that ofits Committees and individual Directors. The exercise was carried out covering variousaspects of the Boards functioning such as composition of the Board & committeesqualification experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of Non-Independent Directors. The performance of Independent Directors hasbeen evaluated based on the guidelines as provided under Schedule IV of the Act. Theevaluation of the Independent Directors was carried out by the entire Board except by theDirector being evaluated. The directors were satisfied with the evaluation results whichreflected the overall engagement of the Board and its Committees with the Company.


Statutory Audit

M/s. B. Nath & Co. Chartered Accountants having registration number FRN No.307057Ewere appoint-ed as statutory Auditors of the Company in the 107th AnnualGeneral Meeting to hold office for a term of 5(Five) years from the Conclusion of 107thAnnual General Meeting till the conclusion of the 112th An-nual General Meeting. Pursuantto the amendments made to Section 139 of the Companies Act 2013 by the Companies(Amendment) Act 2017 effective from May 7 2018 the requirement of seeking ratificationof the Members for the appointment of the Statutory Auditors has been withdrawn from theStatute. Hence the resolution seeking ratification of the Members for continuance of theirappointment at this AGM is not being sought. The Statutory Auditors hold a valid peerreview certificate as prescribed under Regulation 33(1)(d) of SEBI Listing Regulations2015.

Further the report of the Auditors along with notes to Schedules is enclosed to thisreport. The Company is in the regime of unmodified opinions on financial statements.Further the Statutory Auditors have not reported any incident of fraud during the yearunder review to the Audit Committee of your Company.

Secretarial audit

Pursuant to the provisions of Section 204 of the Com-panies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. MR & Asso-ciates Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the financial year ending 31st March 2021. TheSecretarial Audit Re-port for the financial year ended 31st March 2021 is annexedherewith as Annexure "E" to this Report. The Secretarial Audit Report isself-explanatory and does not contain any adverse qualification reservation or remark.

Cost Audit

As per Section 148 of the Companies Act 2013 read with Rule 4 of Companies (CostRecords and Audit) Rules 2014 the Company is required to maintain cost records for thefinancial year 2020-2021 and accordingly such accounts and records are made andmaintained. However the Company is not required to appoint Cost Auditor to conduct theaudit of cost records for the financial year 2020-2021.


The Company treats its "human resources" as one of its most importantassets.

The Company has a large work force employed at the tea estates. There were no majordisruptions of work at the garden or any other establishment of the Com-pany during theperiod under review. The correct re-cruitment practices are in place to attract besttalent. Industrial Relations at all the units remained satisfac-tory.


No material changes and commitments have occurred during the financial year 2020-21which might affect the financial position of the company.


The Company is committed to provide a work envi-ronment which ensures that everywoman employee is treated with dignity respect and equality. There is zero-tolerancetowards sexual harassment and any act of sexual harassment invites serious disciplinaryac-tion.

The Company hereby declares that it has complied with provisions relating to theconstitution of Inter-nal Complaints Committee of Woman at Workplace (PreventionProhibition and Redressal) Act 2013. No complaint has been brought to the notice of theManagement during the financial year ended on 31st March 2021.


In terms of the requirement of the Companies Act 2013 and Listing Regulations theCompany has devel-oped and implemented the Risk Management Policy. The Company has takenadequate measures to miti -gate various risk encountered. In the opinion of the Boardthere is no such risk which may threaten the present existence of the Company.

25. DECLARATION BY INDEPENDENT DIRECTORS Necessary declarations have been obtainedfrom all the Independent Directors that they meet the criteria of Independence as laiddown under Section 149(6) of the Companies Act 2013 and Regulation 16(1) (b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (including anystatutory modifica -tion(s) or re-enactment(s) thereof for the time being in force).


The remuneration policy of the Company aims to attract retain and motivatequalified people at the Board levels. The remuneration policy seeks to employ people whonot only fulfill the eligibility criteria but also have the attributes needed to fit intothe corpo-rate culture of the company.The remuneration policy is consistent with the‘pay-for-performance’ principle. The Company has formulated Criteria for makingpay-ment to Non Executive Directors which is available in Company’s weblink: Executive Directors

The Nomination and Remuneration Committee takes into account experiencequalification and prevailing industry practices before giving its recommendation to theBoard. On recommendation of the Nomination and Remuneration Committee the Board decidesre-muneration to be paid to Executive Directors subject to approval of shareholders interms of provisions of the Companies Act 2013 read with Schedule V there-of. TheCommittee aims towards rewarding on the ba-sis of performance and reviews on a periodicalbasis.

Non-Executive Directors

The Company has formulated Criteria for making payment to Non Executive Directorswhich is avail-able in Company’s weblink: non-executive %20directors_6.pdf As perthe crite-ria Non-Executive Directors are paid sitting fees for attending the meetings ofthe Board of Directors and Committees.


There were no significant and material orders passed by the regulators or courts ortribunals that would impact the Going concern Status and or will have any bearing onCompany’s Operations in future.


The Company has subsequent to year end transferred a sum of Rs. 77962 and 124398shares to Investor Education and Protection Fund in compliance with the provisions ofSection 124 125 and other applicable provisions of the Companies Act 2013 read withInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016. The said amount represents dividend for the year 2012 which remain unclaimedfor a period of 7 years from its due date of payment.


The Company has adequate Internal Financial Control System at all levels ofManagement and they are reviewed from time to time . The Internal Audit is carried out inhouse as well as by firm of Chartered Accountants. The Audit Committee of the Board looksinto Auditor’s review which is deliberated upon and corrective action taken whereverrequired.

30. CONSOLIDATED FINANCIAL STATEMENTS In accordance with the provisions ofsub-section (3) of Section 129 of the Act and SEBI Listing Regulations the ConsolidatedFinancial Statements of the Compa-ny including the financial details of all thesubsidiary companies forms part of this Annual Report. The Con-solidated FinancialStatements have been prepared in accordance with the Accounting Standards prescribed underSection 133 of the Act.


The Company continues to be the Subsidiary of Diana Capital Limited. Further theCompany has no joint venture and associates for the financial year ended 31stMarch 2021. The Company has incorporated a wholly owned subsidiary namely Sage OrganicsPrivate Limited on January 8 2020.

The Statement in Form AOC-1 containing the salient features of the financial statementof the Company’s subsidiaries pursuant to first proviso to Section 129(3) of theCompanies Act 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules 2014 formspart of the Annual Report attached as Annexure "F". Further in linewith Section 129(3) of the Act read with the aforesaid Rules SEBI Listing Regulations2015 and in accordance with (Indian Accounting Standards) Rules 2015 (IND AS Rules) ofSchedule III to the Companies Act 2013 Consolidated Financial Statements prepared by theCompany includes the financial information of its subsidiary company.

A Report on the performance and financial position of the Subsidiaries Companiesincluded in the Consolidated Financial Statements prepared by the Company as per Rule 8(1)of the Companies (Accounts) Rules 2014 forms part of the annual accounts of theSubsidiary Company which have been placed on the website of the Company and also formspart of Form AOC-1 pursuant to Rule 5 of the Companies (Accounts) Rules 2014 which isattached to the financial statements of the Company and forms part of this Annual Report.Members interested in obtaining a copy of the annual accounts of the Subsidiary Companymay write to the Company Secretary at the email id The saidReport is not repeated here for the sake of brevity.

Highlights of the performance of the subsidiary company and its contribution to theoverall performance of the Company during the period under report are given below:

Name of the Subsidiary Turnover / Total Income for the Financial Year ended 31.03.2021 (Rs. In Lacs) Profit After Tax (PAT) for the Financial Year ended 31.03.2021 (Rs. In Lacs) % Contribution on Turnover / Total Income for the Financial Year ended 31.03.2021 % Contribution on PAT for the Financial Year ended 31.03.2021
Sage Organics Private Limited 3.73 (-) 9.42 0.053 (-) 1.99


The particulars of loans guarantees or investments made under section 186 of theCompanies Act 2013 are covered in the notes to accounts of the Financial Statement for theyear ended 31st March 2021 form-ing part of this Annual Report.



As per provisions of Section 152 of the Companies Act 2013 read with Companies(Appointment and Qualifications of Directors) Rules 2014 Mr. Sandeep Singhania (DIN00343837) is liable to retire by rotation at the forthcoming Annual General Meeting andbeing eligible offers himself for reappointment. The Board recommends his re-appointmentas a Director liable to retire by rotation .

Mrs. Sarita Singhania (DIN:00343786) Whole-Time Director whose existing tenure isexpiring on 11th November 2021 has been reappointed for a further period of 5(Five) years effective from 11th November 2021 on recommendation of Nomination &Remuneration committee by the Board subject to approval of shareholders in the ensuingAnnual General Meeting (AGM). She is liable to retire by rotation .

Mr. N. F. Tankariwala (DIN: 00035400) Non-Executive Independent Director sadly demisedon 5th September 2020. therefore ceased to be director and member from all theCommittees of the Board with immediate effect. The Board places its appreciation for theservices rendered by the deceased director during tenure of his association with thecompany.

Mr. Kiran Nanoo Desai (DIN: 01639618) appointed as additional Non-executiveIndependent Director on the Board with effect from 1st December 2020 onrecommendation of Nomination & Remuneration committee by the Board. He will be furtherregularised as Non-executive Independent Director subject to the approval of theShareholders in the ensuing Annual General Meeting (AGM).

Pursuant to regulation 36 of SEBI (LODR) Regulation 2015 a brief resume / detailsrelating to Directors who are proposed to be appointed/re-appointed and the details of thedirector liable to retire by rotation is furnished in the Notice of the ensuing AnnualGeneral Meeting (AGM) of the Company.

The Independent Directors have confirmed that they have registered their names in thedata bank maintained with the Indian Institute of Corporate Affairs (‘IICA’). Interms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment &Qualification of Directors) Rules 2014 the Independent Directors are required toundertake online proficiency self-assessment test conducted by the IICA within a period ofone year from the date of inclusion of their names in the data bank. The IndependentDirectors to whom the provisions of proficiency test are applicable will take the saidonline proficiency self-assessment test in due course. The Board of Directors of theCompany is of the opinion that the Independent Director appointed during the year underreview possess the requisite expertise and experience (including proficiency) and are thepersons of high integrity and repute. They fulfill the conditions specified in theCompanies Act 2013 and the Rules made thereunder and are independent of the management.

Key Managerial Personnel

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Actread with the Rules framed thereunder the following persons are the Key ManagerialPersonnel of the Company as on March 31 2021:

1. Mr. Sandeep Singhania Managing Director;

2. Mrs. Sarita Singhania Whole-Time Director;

3. Mr. Ramesh Kumar Jhunjhunwala Chief Financial Officer ;

4. Ms. Anushree Biswas Company Secretary

During the year under review there were no changes in the Key Managerial Personnel ofthe Company.


The Company has not accepted any deposits within the meaning of sub-section (31) ofSection 2 and Section 73 of the Companies Act 2013 ("the Act") and the Rulesframed thereunder. As on March 31 2021 there were no deposits lying unpaid or unclaimed.


The Company complies with all applicable Secretarial Standards as mandated by theInstitute of Company Secretaries of India.


The Directors take this opportunity to thank the Central and State GovernmentDepartments Organizations and Agencies for their continued support and co-operation. TheDirectors are also thankful to all valuable stakeholders viz. customers vendorssuppliers banks financial institutions joint venture partners and other businessassociates for their continued co-operation and excellent support provided to the Companyduring the year. The Directors acknowledge the unstinted commitment and valuablecontribution of all employees of the Company. The Directors also appreciate and value thetrust reposed in them by Members of the Company

For and on behalf of the Board

Registered Office Sd/- Sd/-
3B Lalbazar Street Sandeep Singhania Sarita Singhania
Kolkata - 700 001

Managing Director

(Whole-time Director)

Date : 11thAugust 2021 (DIN: 00343837)

(DIN: 00343786)