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James Warren Tea Ltd.

BSE: 538564 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE718P01017
BSE 00:00 | 30 Sep 112.60 5.35
(4.99%)
OPEN

112.60

HIGH

112.60

LOW

112.55

NSE 05:30 | 01 Jan James Warren Tea Ltd
OPEN 112.60
PREVIOUS CLOSE 107.25
VOLUME 161
52-Week high 135.00
52-Week low 60.00
P/E 61.20
Mkt Cap.(Rs cr) 79
Buy Price 112.60
Buy Qty 152.00
Sell Price 112.55
Sell Qty 8.00
OPEN 112.60
CLOSE 107.25
VOLUME 161
52-Week high 135.00
52-Week low 60.00
P/E 61.20
Mkt Cap.(Rs cr) 79
Buy Price 112.60
Buy Qty 152.00
Sell Price 112.55
Sell Qty 8.00

James Warren Tea Ltd. (JAMESWARRENTEA) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting the Eleventh Annual Report of the Companyalong with the Audited Financial Statements (both Standalone & Consolidated) for theyear ended March 31 2020.

FINANCIAL RESULTS (Rs. in Lakhs)

Standalone

Consolidated

Particulars

FY 2019-20

FY 2018-19

FY 2019-20

FY 2018-19

i. Gross Turnover 14430.59 14468.40 14430.59 14468.40
ii. Other Income 148.87 429.11 148.87 429.11
iii. Total Revenue 14579.46 14897.51 14579.46 14897.51
iv. Expenses other than Finance Cost and Deprecia on 13833.96 14025.76 13833.96 14025.76
v. Earnings Before Interest Deprecia on Taxa on and 745.50 871.75 745.50 871.75
Amor za on (EBITDA)
vi. Finance Cost 0.00 0.00 0.00 0.00
vii. Deprecia on 319.68 307.36 319.68 307.36
viii. Profit/(Loss) before Tax & Excep onal Item 425.82 564.39 425.82 564.39
ix. Excep onal Items 0.00 0.00 0.00 0.00
x. Profit / (loss) before Taxa on (PBT) 425.82 564.39 425.82 564.39
xi. Tax including Deferred Tax 124.94 161.17 124.94 161.17
xii. Profit / (loss) a er Taxa on (PAT) 300.88 403.22 300.88 403.22
xiii. Propor onate share of loss in Joint Venture - - (4.00) (2.44)
xiv. Profit/(Loss) for the period 300.88 403.22 296.88 400.78
xv. Other Comprehensive Income(OCI) (50.57) (456.48) (50.57) (456.48)
xvi. Total Comprehensive Income for the period 250.31 (53.26) 246.31 (55.70)
(Comprising Profit / (Loss) and OCI for the period)

STATE OF COMPANY'S AFFAIRS AND OPERATIONS

During the year under review your Company has achieved a Total Turnover of Rs. 14579.46lakhs which is 2.13% lower as compared to the previous financial year. The EBITDA of theCompany is Rs. 745.50 lakhs which is lower by 14.48% as compared with the previousfinancial year due to increased cost of production. Further the Company has earned a netprofit of Rs. 300.88 lakhs in comparison to the net profit of Rs.403.22 lakhs of theprevious financial year.

The Company has witnessed a total Comprehensive Income of Rs. 250.31 lakhs & Rs.246.31 lakhs for Standalone & Consolidated respectively. The Company has produced7621603 Kgs of Tea during the financial year as compared to 7780828 Kgs of tea in theprevious financial year which is 2.05% lower than the previous financial year.

DIVIDEND

Due to subdued financial performance of the Company in the year 2019-20 and to conserveresources for working capital requirements your Board considers it prudent not torecommend any dividend on the Equity Shares of the Company for the financial year 2019-20.

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Disclosure pertaining to remuneration and other details as required under Section 197of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached as Annexure ‘A'.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said rules is attached as Annexure‘B'.

CONSERVATION OF ENERGY RESEARCH &DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

Information related to Conservation of Energy Research & Development TechnologyAbsorption Foreign Exchange Earnings and Outgo as required under section 134(3) (m) ofthe Companies Act 2013 and Rule 8(3) of Companies (Accounts) Rules 2014 is attached as Annexure‘C'.

All Tea Estates of your Company continue to be the participants of the Ethical TeaPartnership Programme and are FSSC 22000 certified. Further all your Tea Estates exceptone are also Rain Forest Alliance certified.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is at the forefront of Corporate Social Responsibility (CSR) andsustainability initiatives and practices. Your Company believes in making lasting impacttowards creating a just equitable humane and sustainable society. The composition of theCSR Committee is disclosed in the Corporate Governance Report forming the part of theAnnual Report. The CSR Policy of the Company is available on the Company's website athttps://www. jameswarrentea.com/corporatepolicies. The ‘Annual Report on CSRActivities' is attached as Annexure ‘D'.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Details of Board Meeting

During the year under review 4 (Four) Meetings were held on 11th May 2019 10thAugust 2019 9th November 2019 and 31st January 2020.

The maximum time gap between any two consecutive meetings did not exceed 120 (OneHundred Twenty) days.

Retirement by Rotation

Mr. Anil Kumar Ruia Chairman (Non-executive Director) of the Company retires byrotation and being eligible offered himself for re-appointment at the ensuing AnnualGeneral Meeting (AGM).

Appointment & resignation of Directors & KMP

During the year under review –

- At the Board Meeting held on August 10 2019 Mr. Monojit Dasgupta was appointed asan Independent Director of the Company by the Board of Directors for a period of 5(Five)years w.e.f. August 10 2019. Mr. Dasgupta holds the office upto the date of ensuing AGMunless appointed. The Board recommends his appointment to the shareholders at the ensuingAGM.

- At the AGM held on September 7 2019 Mr. Sudeep Kumar Ahluwalia was appointed as aWholetime Director and Wholetime Key Managerial Personnel (KMP) of the Company for aperiod of 1(One) year w.e.f. April 20 2019. Mr. Ahluwalia resigned from the Directorshipw.e.f. January 31 2020.

- At the AGM held on September 7 2019 Mrs. Sucharita Basu De was appointed as anIndependent Director of the Company for a period of 5(Five) years w.e.f. October 01 2019.Mrs. De resigned from the Directorship w.e.f. February 01 2020.

- At the AGM held on September 7 2019 Mr. Raghav Lall was appointed as an IndependentDirector of the Company for a period of 5(Five) years w.e.f. May 11 2019.

- Mr. Gyanendra Singh Company Secretary & Compliance Officer of the Companyresigned w.e.f. August 10 2019 and Ms. Pooja Jaiswal was appointed as the CompanySecretary & Compliance Officer of the Company w.e.f. November 09 2019.

- At the Board Meeting held on January 31 2020 Mr. Bhupendra Singh Saklani wasappointed as a Whole-time Director and Wholetime KMP of the Company for a period of 1(one) year w.e.f. January 31 2020. Mr. Saklani has resigned from the office of Whole TimeDirectors w.e.f. close of business hours of 31st July 2020.

- Mr. Akhil Kumar Ruia Wholetime Director of the Company resigned from theDirectorship w.e.f. close of business hours on February 29 2020.

At the Board Meeting held on June 20 2020 Mrs. Shanti Kaur has been appointed as aNon-Executive Non-Independent Director of the Company w.e.f. June 20 2020. Mrs. Kaurholds the office of Directors upto the date of ensuing AGM unless appointed. The Boardrecommends her appointment to the shareholders at the ensuing AGM.

At the Board Meeting held on July 54 2020 Mr. Sandip Das has been appointed as aWhole-time Director also designated as Wholetime KMP of the Company w.e.f. 24 July 2020.Mr. Das holds the office upto the date of ensuing AGM unless appointed. The Boardrecommends his appointment to the shareholders at the ensuing AGM.

Mr. Vikram Saraogi Chief Financial Officer & KMP of the Company has been promotedas Vice President w.e.f. July 25 2020 and Mr. Aditya More has been appointed as the ChiefFinancial Officer & Wholetime KMP of the Company w.e.f. July 25 2020 in his place.

The present Wholetime KMP of the Company are as follows –

• Mr. Sandip Das – Wholetime Director

• Mr. Aditya More - Chief Financial Officer

• Ms. Pooja Jaiswal – Company Secretary & Compliance Officer

Brief resume of the Directors proposed to be appointed as stipulated under Regulation26(4) and 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is given in the Notice convening the 11th AGM of the Company and forms part of thisreport.

None of the Directors of the Company are disqualified as per section 164(2) of theCompanies Act 2013and rules made thereunder or any other provisions of the Companies Act2013. The Directors have also made necessary disclosures to the extent as required underprovisions of section 184(1) of the Companies Act 2013.

Declaration by Independent Directors

In accordance with Section 149(7) of the Act each Independent Director has given awritten declaration to the Company conforming that he/she meets the criteria ofindependence as mentioned under section 149(6) of the Act and Regulation 16(1)(b) ofSEBI(Listing Obligations & Disclosure Requirements) Regulations 2015.

Board Evaluation

During the year under review the Board in compliance with the Companies Act 2013 andapplicable Regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 has continued to adopt formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &Committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board as a whole and the Chairman whowere evaluated on parameters such as their participation contribution at the meetings andotherwise independent judgements safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors Committees of the Board and Boardas a whole were carried out by the Independent Directors in their separate meeting.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

Nomination Remuneration and Evaluation Policy

Your Company has a well-defined Remuneration Policy for Directors Key ManagerialPersonnel (KMP) and other employees of the Company. The Nomination and RemunerationCommittee periodically reviews the policy to ensure that it is aligned with therequirements under the applicable laws. During the year in review there has been nochange in the policy. The policy ensures equity fairness and consistency in rewarding theemployee on the basis of performance against set of objectives. The Policy is available onour website at the link https://www. jameswarrentea.com/corporatepolicies

COMMITTEES OF THE BOARD

As on March 31 2020 the Board had 4 (four) Committees viz. Audit Committee Nominationand Remuneration Committee Stakeholder's Relationship Committee and Corporate SocialResponsibility Committee. The composition and detailed note on the Committee is providedin the Corporate Governance Report section of this Annual Report.

Recommendation by Audit Committee

There were no such instances where the recommendation of Audit Committee has not beenaccepted by the Board during the financial year under review.

AUDITORS AND AUDIT REPORTS

(i) Statutory Auditors

M/s. B. Chhawchharia & Co. Chartered Accountants (Registration No. 305123E)continue to hold the office of Auditors until conclusion of 14th AGM of the Company to beheld in the year 2023. Pursuant to Regulation 33(1)(d) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Auditors have confirmed that they holdvalid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India (ICAI) and are otherwise not disqualified under any provisions of theAct and rules made thereunder.

The notes on financial statement referred to in the Auditor's Report areself-explanatory and do not call for any further comments/explanation. The StatutoryAuditors have not reported any incident of fraud to the Audit Committee of the Company inthe year under review.

(ii) Cost Auditors

The Company has received consent and confirmation of eligibility pursuant to section148 of the Companies Act 2013 from M/s. Debabrota Banerjee & Associates for hisre-appointment as the Cost Auditors of the Company for the financial year 2020-21.Thereafter the Board of Directors on recommendation of the Audit Committee hasre-appointed M/s. Debabrota Banerjee & Associates (Registration No. 102336) CostAccountants as the Cost Auditors of the Company for the financial year 2020-21.

Accordingly remuneration as recommended by the Board to be paid to M/s. DebabrotaBanerjee & Associates for the financial year 2020-21 is subject to ratification ofMembers at the ensuing AGM.

(iii) Secretarial Auditor

The Board had re-appointed Mr. Santosh Kumar Tibrewalla Practicing Company Secretaryas the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year2019-20 under the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

The Secretarial Audit Report in Form MR-3 is attached as Annexure ‘E' and theReport does not contain any qualification reservation adverse remark.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 134 of the Companies Act 2013 your Directors hereby confirmthat:

i. In the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the company for that period;

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

iv. the annual accounts for the financial year ended March 31 2020 have been preparedon a going concern basis;

v. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

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

OTHER INFORMATION

Management Discussions & Analysis Report

The Management Discussion and Analysis Report in terms of Regulation 34 (3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 forms the part of theAnnual Report and is attached as Annexure ‘F'.

Extract of Annual Return

The extract of the Annual Return in Form MGT-9 as on the Financial Year ended March 312020 is attached as Annexure ‘G' and the same is placed on the website of thecompany at www.jameswarrentea.com.

Corporate Governance

A separate report on Corporate Governance pursuant to the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is attached as Annexure ‘H' andforms a part of this Report.

Particulars of Loans Guarantees and Investments

During the year under review your Company has invested and deployed its surplus fundsin Securities Bonds units of Mutual Funds Fixed deposits etc. which is within theoverall limit of the amount and within the powers of the Board as applicable to theCompany in terms of section 179 and 186 of the Companies Act 2013. The particulars ofloans guarantees and investments have been disclosed in the notes of the FinancialStatements for the year ended March 31 2020.

Related Party Transactions

All related party transactions during the Financial Year were entered in the ordinarycourse of business and on arm's length basis. All related party transactions are reportedto and approved by the Audit Committee and Board of Directors. There were no materialrelated party transactions entered into by the Company with the promoters directors keymanagerial personnel which may have a potential conflict of interest with the Company atlarge and as such disclosure in FormAOC-2 is not required.

The Company has also formulated a policy on dealing with Related Party transactions andthe same is disclosed on the Company's website. The web link for accessing such policy ishttps://www.jameswarrentea.com/ corporatepolicies

Subsidiaries Associates or Joint Ventures

As on March 31 2020 Company has only one Joint Venture Company viz. Mayfair InvestmentHolding Pte. Ltd.

The consolidated financial statement in this Annual Report is as per the AccountingStandards as laid down by the Institute of Chartered Accountants of India. In accordancewith Section 136 of the Companies Act 2013 the audited financial statements includingthe consolidated financial statements and related information will be available on ourwebsite www.jameswarrentea.com including financial statement of Joint Venture and alsoforms part of Form AOC-1 pursuant to Rule 5 of the Companies (Accounts) Rules 2014 whichare set out as an Annexure ‘I' to the Directors' Report and forms a part ofthis Annual Report. These documents will also be available for inspection during businesshours at the registered office of the Company. The Company will also make available copyon specific request by any member of the Company interested in obtaining the same.

Certificate of Non-Disqualification of Directors

A certificate pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is attached as Annexure‘J' and forms a part of this Report.

Vigil Mechanism (Whistle Blower Policy)

The details on the Whistle Blower Policy are provided in the Report on CorporateGovernance as attached to the Report of the Board of Directors.

Risk Analysis

The Board has developed and implemented a risk management policy identifying thereinthe elements of risk that may threaten the existence of the Company. The Company has inplace a mechanism to inform the Board members about the risk assessment their comparisonagainst benchmarks or standards and determination of an acceptable level of risk andmitigation plans and periodical reviews to ensure that the critical risks are controlledby the executive management.

Internal Financial Control

The Company has in place adequate Internal Financial Control as required under section134(5)(e) of the Companies Act 2013 and the same was evaluated by the Audit Committee.During the year such controls were tested with reference to financial statements and nomaterial weakness in the formulation or operations were observed. The Statutory Auditorsof the Company conducted audit on the Company's internal financial control over financialreporting and the report of the same is annexed with Auditors' Report.

The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013

The Company has in place the Policy on Prevention of Sexual Harassment in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this Policy. The Policy is gender neutral.

The summary of the Sexual Harassment complaints received during the 2019-20 are asunder:

Number of complaints received Number of complaints disposed of Number of complaints pending
NIL NIL NIL

Listing Of Securities in Stock Exchanges

The shares of the Company are presently listed at BSE Limited and The Calcutta StockExchange Ltd. The Company is registered with both NSDL & CDSL for holding the sharesin dematerialized form and open for trading. The Company has paid the Listing Fees to theStock Exchange and the depositories for the financial year 2019-20.

DISCLOSURES

a) There is no change in the nature of business of the Company during the financialyear 2019-20.

b) There are no significant and material orders passed by the Regulators/ Courtsthat would impact the going concern status of the Company and its future operations.

c) On occurrence of COVID -19 there was a complete nationwide lock down since 24thMarch 2020 and the operation of the Company was jeopardized since then till 12th April2020. Even though tea is categorized under Essential Commodity your Company could notoperate fully due to non-availability of labour and transportation.

d) The industrial relation during the year 2019-20 has been cordial. The Directorstake on record the dedicated services and significant efforts made by the Officers Staffand Workers towards the progress of the Company.

e) As per Regulation 32(1) of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 there were no such instances of public issue rightsissue preferential issue during the year under review.

f) Transfer to Reserve

Your Company has not transferred any amount in the general reserve for the financialyear under review.

g) Buyback Of Equity Shares

The Company had announced the Buyback of upto 2325000 (Twenty Three Lakhs Twenty FiveThousand Only) fully paid-up equity shares of face value of Rs. 10/- each of the Companyrepresenting 24.99% of the total number of equity shares in the issued subscribed andpaid-up equity share capital of the Company as on December 31 2018 from theshareholders/beneficial owners as on the Record Date i.e. May 17 2019 on aproportionate basis through the Tender Offer route at a price of Rs. 115/- per equityshare not exceeding 25% of the paid-up equity share capital and free reserves of theCompany as per the Standalone and Consolidated Audited Financials for the nine monthsperiod ended 31st December 2018. Post approval of Securities Exchange Board of India theCompany bought back 2321662 (Twenty Three Lakhs Twenty One Thousand Six Hundred andSixty Two) Equity Shares at a price of Rs. 115/- per equity share.

h) Change in Share Capital

Post Buyback of Equity Shares of the Company the Company's paid up equity sharecapital reduced from

Rs. 93008040 (Rupees Nine Crores Thirty Lakhs Eight Thousand Forty only) comprisingof 9300804 equity shares of Rs.10/- each fully paid-up to Rs. 69791420 (Rupees SixCrores Ninety Seven Lakhs Ninety One Thousand Four Hundred and Twenty only) comprising of6979142 equity shares of Rs.10/- each fully paid-up.

i) Deposits

Your Company has not accepted any deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 during the year under review.

j) Disclosure with respect to compliance of Secretarial Standards

The Company has complied with the necessary requirements of the Secretarial Standardsas issued by the Institute of Company Secretaries of India relating to Board MeetingsGeneral Meetings and Committee Meetings.

APPRECIATION

The Board of Directors would like to express their sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review. The Boards ofDirectors also wish to place on record its deep sense of appreciation for the committedservices by the Company's executives staff and workers.