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Goodricke Group Ltd.

BSE: 500166 Sector: Agri and agri inputs
NSE: GOODRICKE ISIN Code: INE300A01016
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NSE 05:30 | 01 Jan Goodricke Group Ltd
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VOLUME 2943
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OPEN 219.00
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VOLUME 2943
52-Week high 348.00
52-Week low 198.00
P/E
Mkt Cap.(Rs cr) 476
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Goodricke Group Ltd. (GOODRICKE) - Director Report

Company director report

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MANAGEMENT DISCUSSION & ANALYSISREPORT

The Directors have pleasure in presenting their Forty-fifth AnnualReport and Accounts for the year ended 31st March 2021.

FINANCIAL RESULTS

(Rs. In Millions)

Particulars Year ended 31st March 2021 Year ended 31st March 2020
Revenue from Operations 8915.61 7913.53
Profit before taxation 262.18 126.93
Tax Expense 66.90 (36.28)
Profit for the year 195.28 163.21
Other Comprehensive Income (net of tax) (12.10) (113.45)
Total Comprehensive Income 183.18 49.76
Other Equity at year end 2977.23 2794.15

SHARE CAPITAL

During the year ended 31st March 2021 there is no change inthe issued subscribed and paid up share capital of the Company. The paid up capital as on31st March 2021 stood at Rs. 216 million divided into 21600000 Equity Sharesof Rs. 10/- each.

TRANSFER TO RESERVE

Your Directors do not propose to transfer any amount to the GeneralReserve for the financial year ended 31st March 2021.

DIVIDEND

Your Directors have recommended a dividend of Rs. 3/- per share (30%).On approval at the forthcoming Annual General Meeting dividend will be paid to thosemembers whose names appear in the Register of the Company on the Record Date ie onWednesday the 8th September 2021 subject to deduction of tax as per IncomeTax Act 1961 and the provision of Section 126 of the of the Companies Act 2013. Thisequity dividend has not been included as a liability in the financial statement

INDUSTRY STRUCTURE AND DEVELOPMENT OPPORTUNITIES & THREATSOUTLOOK RISK AND CONCERN

The production of World Tea Crop stood at 2209 Million kgs(provisional) in 2020 as compared to 2355.80 million kgs in 2019. Indian Tea Crop wasapproximately 1255.60 Million kgs; against 1389 million kgs. last year the decline wasprimarily due to the prevailing COVID situation during the year under review. (source:International Tea Committee and Indian Tea Association respectively) India is consideredto be one of the finest tea producers of the world having several tea producing regionsaccross the country. One of the oldest industries the Indian tea industry has a largenetwork of retailers distributors producers packers exporters and auctioneers. Thereasons behind the popularity of Indian tea are not far to see – Indian tea owe itsgreatness to a host of factors from a great geographical spread strong investments in teaprocessing facilities calculated market development constant innovation to a mix of highquality products. Global consumption of tea is likely to grow because of growingpopulation and perception of the Consumer towards tea as natural health and wellnessbeverage.

Industry is experiencing rising input cost increase in workers wageand related expenses which is a challenge. Such increase in cost can only be set off byfocused mechanization of estates operations and by improving the quality. This in turnwill also result in global demand.

OPERATIONS

During the financial year under review your Company recorded own cropof 16.14 Mn kgs. tea as compared to 20.2 Mn kgs. in the previous year. The decrease incrop is purely due to the COVID -19 lockdown and related issues. Post the COVID lockdownthe tea areas had to be skiffed in all the three regions of Dooars Assam and Darjeeling.The total manufactured crop along with purchased leaf for your Company stood at 20.22 Mnkgs. vis--vis 25.66 Mn kgs. made last year.

The year under review started very well but got adversely effected fromthe time lockdown was imposed in the third week of March 2020. The strict COVIDrestrictions impacted the normal working of the gardens. Excellent work was carried out bythe garden management for the safety and good health of all the residents. Yourcompany's gardens continued their thrust on quality production which was wellappreciated by the market and private buyers.

The average price realization for Dooars was 33.8% higher than previousyear and for Assam the prices were 22 % higher. Due to the Global COVID -19 problems theexport of teas was badly hampered. Market for Darjeeling teas however remained depressedwith a drop of 16% in price compared to previous year. Though the company was able tofetch a much higher price remuneration but the rise in price was not commensurate with thehike in cost of production due to the crop shortfall on account of COVID -19 lockdown/restrictions hereby exerting tremendous pressure on profitability.

The ongoing development plan of Uprooting and Replanting of yourCompany's gardens continued to remain in focus and has further improved thepercentage of tea plants below the age of fifty years. Other development works in thegarden such as infilling and height reduction operation continued unabated to ensureviability of the tea areas in the years to come. Enhanced capacity of shade and fuelnurseries were made in all gardens. However the deployment works during the year underreview also faced challenges. As part of a continuous up-gradation and modernizationprogramme mechanization was further increased in field operation works of sprayingirrigation and pruning. This has helped the company in timely completion of the worksinspite of manpower shortfall.

In an effort to take on the challenge of global warming and carbonemission your company as a responsible group is strictly adhering to the approvedchemicals listed under the Plant Protection Code. The Company also continues taking stepstowards reduction on dependence of usage of conventional pesticide and taking steps tospray eco-friendly botanicals in lieu. Usage of Compost and Vermicompost generatedin-house for nutrition to the plants continued during the year and has helped to reduceusage of inorganic nitrogen. This helped your Company to adopt green and eco-friendlymeasures and to reduce emissions. Being governed by the restrictions for supply of teas tothe European Union your Company has voluntarily pushed the standard further to all teasproduced by it. In pursuance of efforts to a cleaner environment your company has beenconverting coal firing to gas firing in all the Darjeeling estates. In addition all yourcompany's gardens in Assam and Darjeeling are also Rain Forest alliance certified.The Company is now in the process of getting Trustea verification.

The Instant Tea Plant at Aibheel Tea estate has largely contributed tothe revenue of your Company. Apart from exporting a majority of its produce it has sold aconsiderable quantity in the Domestic market as well. The Consumer division has yet againshown good growth and the division continues to grow under the Goodricke umbrella.

IMPACT OF COVID-19

With the Covid 19 outbreak gradually affecting most parts of thecountry the Government of India announced a nationwide shutdown from the 24th of March2020 subsequent to which work also ceased in all our gardens in Dooars Assam andDarjeeling . The gardens remained closed till the 12th of April for a period of 19 daysfollowing which there was gradual easing of restrictions and gardens in Dooars andDarjeeling were allowed to function first with 25% of the workforce for another 29 dayswhich gradually increased to 50% post which normalcy returned from 1st of Junewhen all workers were allowed to resume duties but taking precautions as per prescribedoperating procedures. In Assam the lockdown was for the same period but 50% workforce wereallowed for the first 27 days after lifting of lockdown and all workers were allowed toresume duties from 10th of May.

As a result of the closure the overgrown leaf in the gardens had to beskiffed due to which the entire first flush of Darjeeling and part of the 2nd flush ofAssam & Darjeeling also got adversely affected. The setback to the tea areas continuedtill June after which the bushes slowly started returning to normalcy. Bought leafoperations also suffered with lesser production due to restricted availability of leaffrom the small tea growers due to the shutdown as they also had to skiff their gardens.Tea auctions in all the centers of Kolkata Siliguri and Guwahati have gradually returnedto normalcy. However due to the huge deficit of tea in the supply chain the demand isthere for fresh teas as a result of which prices till date have continued to hold firm andare encouraging.

Our consumer division also remained effected due to the lockdown withall the channels of production distribution and sales having been effected. Gradually asrestrictions were eased production and supply were resumed swiftly to full scale toservice the demands from the markets.

A special mention must also be made to all our staff and workers in thegardens and across the country who displayed exemplary commitment in rising up to thechallenges thrown at them due to the COVID-19 crisis and associated shutdown. It was dueto their untiring efforts and dexterity that we could resume our operations swiftlywithout delay while following all required safety procedures as per protocol and ensuringleast amount of loss to production sale and more importantly human life.

SEGMENT WISE OR PRODUCT WISE PERFORMANCE

DOMESTIC

The domestic sales for this year was 32.42 Million kgs compared toprevious year's 33.75 Million kgs despite loss of crop and unavoidable and unforeseencircumstances.

Consumer Division of the Company dealing with branded retail businessregistered a positive growth both in volume and value and maintained its market sharedespite the initial problems caused by the pandemic. E Commerce arm of the division madesure that we were able to deliver our tea to our regular customers and we were able toregister significant growth.

Goodricke's hospitality Division "Goodricke Teapot"(GTP) had a mixed year with restrictions imposed due to the pandemic. We successfullyintroduced "Home Delivery Service" to ensure that the outlets remained viable.Our prime focus was to ensure service at absolutely hygienic conditions.

EXPORT

Exports stood at 3.15 Mn kgs during financial year as compared to 6.40Mn kgs last year. Lower exports was primarily due to:

a) extremely buoyant domestic market for CTC/Dust categories on accountof a substantial drop in North Indian production

b) strict USA sanctions on Iran a major importer thereby drasticallylimiting export of Orthodox teas.

INSTANT TEA

Instant tea exports stood at 0.31 Mn kgs in 2020-21 vis-‘a-vis0.28 Mn kgs in 2019-20. This was achieved with the continued support from our buyers inSouth East Asia and the UK. Domestic demand continues to remain stable but not showinggrowth as expected.

FINANCIALS WITH RESPECT TO OPERATIONAL PERFORMANCE

The Company maintained profit and production level. Export sales ofbulk tea and instant tea continued to contribute to the growth of the Company'sbusiness. Branded tea continued to show healthy growth in volume.

DETAILS OF SIGNIFICANT CHANGES

The SEBI- LODR (AMENDMENT) Regulation 2018 introduced the requirementof disclosing details of significant changes (i.e. change of 25% or more as compared tothe immediately previous financial year) in the key financial ratios accordingly suchchanges are tabled below-

Financial Ratios Variance Reasons for Variance
Net Profit Margin 221% Sales realisation have increased substantially in the current period resulting an increase in the margins. Finance costs decreased due to lower borrowings for working capital.
Operating profit margin 76% Operating Costs increased due to further wage increase in West Bengal and revision in the salary of the HO staff.
Interest Coverage Ratio 531% Average working capital borrowing was lower during the year. Further more the ratio has been positive on account of higher profits during the current period on account of increased realisation rates.
Debt Equity Ratio 11% Debt position at year end was lower due to lower working capital borrowings. Also the repayment of term loans are being made on a timely basis.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Financial statements (i.e. Balance Sheet Profit & Loss Statementand Cash-Flow Statement together with notes) are prepared through the process which hasautomated as well as manual controls to ensure accuracy of recording all transactionswhich have taken place during any accounting period and the resultant financial positionat period end. All data pertaining are recorded through ERP systems operating in teaestates as well as head office. All data/transactions entered in systems are checked byvarious functional personnel on the basis of supporting documents & records then theaccounting entries are checked by accounts personnel and finally those are validated bymanagerial personnel. At periodic intervals the accounting data are compiled andfinancial statements are prepared. While preparing the financial statements it is ensuredthat all transactions pertaining to the accounting period are recorded. Fixed assetsstock of tea all significant items of stores and monetary assets are physically verified.The Company has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguardingof its assets prevention and detection of fraud and errors accuracy and completeness ofthe accounting records and timely preparation of reliable financial disclosures. Theposition is reviewed by the Chief Internal Auditor along with independent firm ofChartered Accountants to corroborate proper monitoring.

CHANGE IN NATURE OF BUSINESS IF ANY

There has been no change in the nature of business and the Companycontinues to concentrate on its own business with growth plans in short to medium terms.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Dr (Mrs) Sudha Kaul Independent Director resigned with effect fromclose of business on 30th June 2020 on completion of her term.She had beenassociated with the Company since 2001 as an Independent Director. Mr Yaspal Levin NonIndependent – Non Executive Director resigned with effect from close of business on31st March 2021 on completion of his term. He had been associated with theCompany since 1978 in various capacities.

Mr Arun Narain Singh resigned with effect from close of business on 25thJune 2021 due to personal reasons. He had been associated with the Company since itsinception and was also elevated as the Managing Director. He last held the position of theVice Chairman from May 2018 till his resignation on 25th June 2021.

In accordance with the provisions of the Articles of Association of theCompany read with Section 152 of the Companies Act 2013 Mrs Susan Ann Walker will retireby rotation at the forthcoming Annual General

Meeting and being eligible offer herself for re-appointment. Duringthe year the Company had three Key Managerial Personnel being Mr. Atul Asthana ManagingDirector& CEO Mr. Arjun Sengupta Wholetime Director and CFO and Mr. Subrata BanerjeeVice President & Company Secretary.

STATEMENT OF DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS

All the Independent Directors have given declaration as per Section 149(7) of the Companies Act 2013 confirming that they meet the criteria of independence aslaid down under Section 149 (6) of the Companies Act 2013.

REPORT ON CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirementsunder the Companies Act 2013 and as stipulated in Listing Regulations. A Report onCorporate Governance along with the Auditor's Certificate regarding Compliance ofCorporate Governance are attached as Annexure I and Annexure II respectively forming partof this Report.

DETAILS OF BOARD MEETINGS

The Board of Directors virtually met 4 (four)times during the year on25th June 2020 10th August 2020 10th November 2020and 9th February 2021. Further details on Board of Directors are provided inthe Corporate Governance Report.

COMMITTEES OF THE BOARD

a. AUDIT COMMITTEE

The Audit Committee presently comprises of three(3) Non-ExecutiveDirectors two (2) thereof who are Independent Directors. The Chairman of the Committee isan Independent Director. The Managing Director Chief Financial Officer the Head ofInternal Audit and the representative of the Statutory Auditors are Invitees to meetingsof the Audit Committee. The Head of Internal Audit reports to the Audit Committee and theCompany Secretary is the Secretary to the Committee. The representatives of the CostAuditors are also invited to meetings of the Audit Committee whenever matters relating tocost audit are considered. All members of the Committee are financially literate.

Further details of Audit Committee are given in the CorporateGovernance Report.

Your Company's Whistleblower Policy encourages Directors andemployees to bring to the Company's attention instances of unethical behaviouractual or suspected incidents of fraud or violation of the Code of Conduct that couldadversely impact your Company's operations business performance and / or reputation.The Policy provides that your Company investigates such incidents when reported in animpartial manner and takes appropriate action to ensure that requisite standards ofprofessional and ethical conduct are upheld. It is your Company's Policy to ensurethat no employee is victimised or harassed for bringing such incidents to the attention ofthe Company. The practice of the Whistleblower Policy is overseen by the Audit Committeeand no employee has been denied access to the Committee. The Whistleblower Policy isavailable on your Company's corporate website and can be accessed at Company'sweblink http:/ /www.goodricke.com/policies The details of Programme for familiarization ofIndependent Directors with the Company nature of Industry and other related matters areavailable on the weblink : http://www.goodricke.com/policies

b. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee presently comprises offour(4) Non-Executive Directors two of whom are Independent Directors. The Chairman ofthe Committee is an Independent Director. Further details of Nomination and RemunerationCommittee are given in the Corporate Governance Report. The Company's Policy relatingto appointment of Directors payment of managerial remuneration Directors'qualifications positive attributes independence of Directors and other related mattersas provided under Section 178(3) of the Companies Act 2013 and Listing Regulations isattached to this report as Annexure VII.

c. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Committee seeks to guide the Company in integrating its social andenvironmental objectives with its business strategies and assists in crafting uniquemodels to support creation of sustainable livelihoods. The Committee formulates &monitors the CSR Policy and recommends to the Board the annual CSR Plan of the Company interms of the Companies Act 2013. The Corporate Social Responsibility Committee presentlycomprises two Independent Directors and the Managing Director & CEO who is a Member.The Chairman of the Committee is an Independent Director. The role of the CSR committeeinter-alia includes :

a. To formulate and recommend to the Board a Corporate Social Responsibility Policy;

b. To recommend the amount of expenditure to be incurred on the activities undertaken.

c. To monitor the Corporate Social Responsibility Policy of the Company from time totime.

d. Review the performance of the Company in the areas of Corporate SocialResponsibility activities.

e. Review the Companies decisions on Corporate Social Responsibility matters.

The names of the members of the Corporate Social ResponsibilityCommittee including its Chairman are provided hereinunder along with the number ofMeetings and Attendance Details of the Committee Members during the financial year.

Director Category of Directors Chairman/ Member No. of Corporate Social Responsibility Committee Meetings attended
Mr Saurav Adhikari Non Executive – Independent Chairman 1
Mr R Venkatraman Non Executive – Independent Member 1
Mr Atul Asthana Managing Director & CEO Member 1

The Committee has framed and the Board has approved the Company'sCorporate Social Responsibility Policy relating to the CSR activities to be undertaken bythe Company as specified in Schedule VII to the Companies Act 2013 and the expenditurethereon excluding activities undertaken in the normal course of business of the Company.The said CSR policy is available at the company's weblinkhttp://www.goodricke.com/policies. The details about the policy developed and implementedby the Company on CSR initiatives undertaken during the year are enclosed as Annexure-IIIto the Board's Report forming part of this Annual Report.

During the year under review the CSR Committee met once i.e. on 25thJune 2020 and all the members of the Committee were present in the meeting.

d. STAKE HOLDER'S RELATIONSHIP COMMITTEE

The Stakeholder's Relationship Committee presently comprises threeDirectors. The Chairman of the Committee is an Independent Director. Further details ofStakeholders Relationship Committee are available in the Report on Corporate Governance.

ANNUAL PERFORMANCE EVALUATION

The Board evaluated the performance of the Board its Committees andthe Individual Directors for the financial year 2020-21. After the evaluation process wascomplete the Board was of the view that the performance of the Board as a whole wasadequate and fulfilled the parameters stipulated. The Board also ensured that theCommittees functioned adequately and independently in terms of the requirements of theCompanies Act 2013 and the Listing Regulations and at the same time supported as well ascoordinated with the Board to help in its decision making.

The individual Directors' performance was also evaluated and theBoard was of the view that the Directors fulfilled their applicable responsibilities andduties as laid down by the Listing Regulations and the Companies Act 2013 and at the sametime contributed with their valuable knowledge experience and expertise so as to make theCompany well equipped to face the adverse challenges.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report is provided in Annexure IV and formspart of the Annual Report.

ANNUAL RETURN

A copy of Annual Return pursuant to the provisions of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 forming a part of this Report attached as Annexure V.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Clause (c) of sub section 3 of Section134 of the Companies Act 2013 your Directors confirm that :

a. in the preparation of the annual accounts for the year ended 31st March2021 the applicable accounting standards have been followed along with the properexplanations relating to material departure if any.

b. the Directors 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 for the year ended 31st March2021 and of the profit and loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDIT REPORT

M/s. Deloitte Haskins & Sells LLP Chartered Accountants (FirmRegistration No. 117366W/W-100018) were appointed as the Statutory Auditors of the Companyin the Annual General Meeting held on 28th July 2016 subject to ratificationin each year in terms of Section 139 of the Companies Act 2013 till the conclusion of theAnnual General Meeting to be held in 2021.

The Board of Directors on the recommendation of the Audit Committeesuggests that M/s. Deloitte Haskins & Sells LLP Chartered Accountants (FirmRegistration No. 117366W/W-100018) be re-appointed as Statutory Auditors for a furtherterm of 5 years till conclusion of the Annual General Meeting to be held in 2026. TheStatutory Audit Report does not contain any qualification reservation or adverse remarks.

COST AUDITORS

The Cost accounts and records are maintained by the Company in terms ofspecifications issued by the Central Government under Section 148(1) of the Companies Act2013 read with Companies (Account) Rules 2014.

In terms of Sub Section (3) of Section 148 of the Companies Act 2013read with the Companies (Cost Records and Audit) Rules 2014 M/s. Shome & BanerjeeCost Accountants (Firm Registration No. 000001) has been appointed by the Board ofDirectors in its meeting held on 9th February 2021 as the Cost Auditor of theCompany for the financial year 2021-22 based on the recommendation of the Audit Committee.The remuneration to be ratified by the Members in the ensuing Annual General Meeting.

The Cost Audit Report for the year ended 31st March 2020does not contain any qualification reservation or adverse remarks.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s. A. K.Roy & Co. Practicing Company Secretaries FCS 5684 CP No. 4557 had been appointedSecretarial Auditors of the Company for the year ended 31st March 2021. The report of theSecretarial Auditors is enclosed as Annexure-VI to this report.

CLARIFICATION PROVIDED BY THE COMPANY TO THE OBSERVATIONS OF THESECRETARIAL AUDITOR

Fine imposed on the Company for non-compliance of Clause 17(1A) and 23(9) of the SEBI (LODR) Regulation 2015.

Clarification given by the Company- Due to the operational difficultiesconsequent to the pandemic and lockdown there was some delay in compliance. However thenecessary compliances has been done and the fine levied by SEBI has also been paid by thecompany.

DISCLOSURE AS PER SECRETARIAL STANDARD (SS-1)

In terms of the requirement of Secretarial Standard (SS-I) at themeetings of the Board of Directors it is confirmed that the Company has complied withapplicable Secretarial Standards.

PARTICULARS OF COMPLIANCE OF CONTRACTS OR ARRANGEMENTS MADE WITHRELATED PARTIES

The related party transactions entered during the year were in ordinarycourse of business and also on arm's length basis in compliance with the applicableprovisions of the Companies Act 2013 and Listing Regulations. There are no materiallysignificant related party transactions made by the Company with Promoters Directors orKey Managerial Personnel etc. which may have potential conflict of interest with theCompany at large. All related party transactions are presented to the Audit Committee andthe Board if required for approval. Omnibus approval is obtained for the transactionswhich are foreseen and repetitive in nature. The Policy on Related Party Transactions asapproved by the Board is uploaded on the Company's website at the web link:http://www.goodricke.com/policies Accordingly disclosures of related party transactionsin terms of Clause (h) of sub section (3) of Section 134 of Companies Act 2013 read withRule 8 (2) of the Companies (Accounts) Rules 2014 in Form AOC – 2 is not applicable.Transactions with related parties as per requirements of Accounting Standard aredisclosed in the notes to the accounts annexed to the financial statements.

LOANS GUARANTEES OR INVESTMENTS

The particulars of loans guarantees or investments made under section186 of the Companies Act 2013 are covered in the notes of the financial statement for theyear ended 31st March 2021.

HUMAN RESOURCES DEVELOPMENT

Tea Industry is highly labour intensive. Your Company has employed over24860 personnel at its tea estates and other establishments in India. Employee relationsremained satisfactory and the Company would like to record the dedication and supportreceived from the employees at all level in maintaining smooth functioning during the saidperiod.

ENABLING A GENDER FRIENDLY WORKPLACE

In terms of requirements of Section 4 of the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 Internal ComplaintsCommittee have been constituted in all the establishments to enquire into complaints andto recommend appropriate action wherever required. Goodricke demands demonstrates andpromotes professional behaviour and respectful treatment of all employees. To sensitizeemployees and enhance awareness at all establishments workshops are held at intervalsduring the year.

Status of complaints in the Financial year 2020-21

No. of Complaints filed during the year NIL
No. of Complaints resolved during the year NIL
No. of Complaints pending as on 31.03.2021 NIL

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There is no significant or material order passed by any Regulators orCourts or Tribunals impacting the going concern status and Company's operations infuture.

TRANSFER OF SHARES & DIVIDENDS TO INVESTOR EDUCATION AND PROTECTIONFUND

The unclaimed dividend for the financial year 2013 aggregatingRs.896076 and the corresponding 13493 Equity Shares for 2013 in respect of which dividendentitlements remained unclaimed for seven consecutive years or more have been transferredby the Company to the Investor Education and Protection Fund established by the CentralGovernment (IEPF) pursuant to the provisions of Section 124 of the Companies Act 2013read with the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016. Shareholders may claim their unclaimed dividend and thecorresponding shares from the IEPF Authority by applying in the prescribed Form No.IEPF-5. This Form can be downloaded from the website of the IEPF Authoritywww.iepf.gov.in the access link of which is also available on the Company'scorporate website www.goodricke.com.

The unclaimed dividend for the undernoted years and the correspondingshares will be transferred by the Company to IEPF in accordance with the schedule givenbelow. Communication has been sent to the concerned Shareholders advising them to write tothe Company or CB Management Services Private Limited to claim their dividend. Notices inthis regard have also been published in newspapers. Details of such unclaimed dividend andcorresponding shares are available on the Company's corporate website. Attention inparticular is drawn that the unclaimed dividend for the financial year 2014 and thecorresponding shares will be due for transfer to IEPF on 06.04.2022

Financial Year Date of Declaration of Dividend Total Dividend (Rs.) Unclaimed Dividend (Rs.) Due Date for Transfer to IEPF
2014 30.03.2015 97200000 940883 06.04.2022
2015-16 28.07.2016 86400000 861640 01.08.2023
2016-17 27.07.2017 97200000 1025672 04.08.2024
2017-18 27.07.2018 97200000 658931 02.09.2025
2018-19 26.07.2019 86400000 521612 04.09.2026
2019-20 No dividend declared for this financial year

DEPOSITS

Your Company has not accepted any deposits from public in terms ofprovisions contained in Chapter V of the Companies Act 2013.

PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each Director to the medianemployees' remuneration and other particulars or details of employees pursuant toSection 197(12) of the Companies Act 2013 along with the names of top 10 employees interms of remuneration drawn read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended are attached to this Reportas Annexure VIII.

POLICY ON PREVENTION OF INSIDER TRADING

Securities and Exchange Board of India vide its notification dated15th January 2015 had notified SEBI (Prohibition of Insider Trading) Regulations 2015and SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 dated 31stDecember 2018 which specified for certain other amendments has been duly incorporated inthe Policy.

These Amendments included a structured digital database to bemaintained containing the names of such persons or entities as the case may be with whominformation is shared under this regulation along with the Permanent Account Number or anyother identifier authorized by law. Where Permanent Account Number is not availableadequate internal controls and checks such as time stamping and audit trails are requiredto be compounded to ensure non tampering of the database. The Company has successfullyformulated such database.

In terms of the regulation Board has appointed Mr. S. Banerjee VicePresident& Company Secretary as the Compliance Officer under the Code to deal withdissemination and disclosures of unpublished price sensitive information. The saidregulation is available at company's weblink http://www.goodricke.com/policies

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

(a) Conservation of energy

(i) The steps taken or impact on conservation of energy i) Installation of Steam Trap System to maximize efficiency of Boiler
ii) Installation of WIFI system to monitor energy conservation.
iii) Installation of low voltage LED lights to reduce Power Consumption.
iv) Installation of Variable Frequency Drive in machinery in Processing equipment to reduce current amalgamation
v) Installation of higher efficiency CTC machines with energy efficient motors.
vi) Installation of energy efficient DG Sets
(ii) The steps taken by the company for utilizing alternate sources of energy Use of Gas Heaters in lieu of Coal.
(iii) The capital investment on energy conservation equipments 1. Installation of efficient Humidification System.
2. Installation of LED lights
3. Installation of energy efficient motors & CTC machines & DG Sets
4. Installation of Gas firing in lieu of coal as Green Energy
5. Implementation of Fuel Efficient Vehicles
6. Installation of Colour Sorter

(b) Technology absorption

(i) The efforts made towards technology absorption 1. Installation of Colour Sorter.
2. Installation of high efficiency humidification system.
3. Usage of low voltage LED lights.
4. Usage of energy efficient Tractors & Lorries.
5. Use of Mechanized pruning machines.
6. Use of mechanised spraying system
7. Installation of Stem Clearing System with the Surplus steam from Boiler.
(ii) The benefits derived like product improvement cost reduction product development or import substitution 1. Improved quality with the Installation of new Colour sorter.
2. Reduction of usage of coal with the introduction of Steam Trap.
3. Reduction in Power Cost.
4. With the introduction of efficient humidification system the better quality of teas could be produced.
5. With the introduction of Energy efficient DG Set the consumption of HSD could be reduced.
6. With efficient Tractors & Lorries vehicle fuel has been reduced.
7. With introduction of Pit Hole Digger and Pruning machine the deployment of workforce has been reduced.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year).(a) the details of technology imported(b) the year of import;(c) whether the technology been fully absorbed(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof
a. Colour Sorter Machines for sorting Orthodox Tea.
b. 2020.
c. YES.
d. NA
(iv) The expenditure incurred on Research and Development Rs. 12.93 Millions

( c) Foreign exchange earnings and Outgo

During the year the foreign exchange outgo was Rs. 2.02 Million andthe foreign exchange earning was Rs. 1144.77 million.

MATERIAL CHANGES AND COMMITMENTS

Your Directors confirm that there are no material changes andcommitments affecting the financial position of the company which has occurred betweenthe end of the financial year of the company and the date of this report.

CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis Report describingthe Company's objectives projections estimates and expectations may be"forward looking statements" within the meaning of applicable securities lawsand regulations. Actual results may differ materially from those expressed or implied dueto factors beyond control.

ACKNOWLEDGEMENT

Goodricke has clear governance structures management processes andpolicies in place. We maintain transparency and openness at every level of functioningwithin the company thereby assigning responsibility and accountability to individualsBoard committees and management teams.

Your Directors place on record their appreciation for employees at alllevels who have contributed to the growth and performance of your Company.

Your Directors also thank the business associates shareholders andother stakeholders of the Company for their continued support.

On behalf of the Board
Atul Asthana
Managing Director & CEO
(DIN 00631932)
Arjun Sengupta
Place : Kolkata Wholetime Director & CFO
Dated : 25th June 2021 (DIN 00631842)

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