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James Warren Tea Ltd.

BSE: 538564 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE718P01017
BSE 00:00 | 12 Aug 229.70 2.70
(1.19%)
OPEN

217.05

HIGH

229.80

LOW

213.05

NSE 05:30 | 01 Jan James Warren Tea Ltd
OPEN 217.05
PREVIOUS CLOSE 227.00
VOLUME 1625
52-Week high 299.75
52-Week low 181.85
P/E 9.89
Mkt Cap.(Rs cr) 101
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 217.05
CLOSE 227.00
VOLUME 1625
52-Week high 299.75
52-Week low 181.85
P/E 9.89
Mkt Cap.(Rs cr) 101
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

James Warren Tea Ltd. (JAMESWARRENTEA) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting the Twelfth Annual Report of the Companyalong with the Audited Financial Statementsfor the year ended March 31 2021.

FINANCIAL RESULTS

(Rs. in Lakhs)
Particulars FY 2020-21 FY 2019-20
i. Gross Turnover 12848.89 14430.59
ii. Other Income 548.75 148.87
iii. Total Revenue 13397.64 14579.46
iv. Expenses other than Finance Cost and Depreciation 11493.35 13833.96
v. Earnings Before Interest Depreciation Taxation and Amortization (EBITDA) 1904.29 745.50
vi. Finance Cost 0.00 0.00
vii. Depreciation 294.67 319.68
viii. Profit/(Loss) before Tax & Exceptional Item 1609.62 425.82
ix. Exceptional Items 1456.03 0.00
x. Profit/(loss) before Taxation (PBT) 3065.65 425.82
xi. Tax including Deferred Tax 169.65 124.94
xii. Profit/(loss) after Taxation (PAT) 2896.00 300.88
xiii. Profit/(Loss) for the period 2896.00 300.88
xiv. Other Comprehensive Income (OCI) 1771.54 (50.57)
xv. Total Comprehensive Income for the period (Comprising Profit/(Loss) and OCI for the period 4667.54 250.31

STATE OF COMPANY'S AFFAIRS AND OPERATIONS

During the current year under review total turnover of the Company stood at Rs.12849lakhs (P.Y. '14431 lakhs) while EBITDA is at '1904 lakhs (P.Y. '745 lakhs). Profit aftertax of your Company stood at Rs.2896 lakhs (P.Y. Rs.301 lakhs).

DIVIDEND

In the financial year under review the Company decided to buy-back the equity sharesof the Company to the extent of 24.93% of the total equity share capital of the Company ata price of '114/- per share by utilizing the surplus fund as available with the Company.In view of the above the Board did not recommend any dividend on the equity shares of theCompany.

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 in terms ofthe remuneration 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) of theCompanies 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 the Tea Estates are alsoRain Forest Alliance certified.

CORPORATE SOCIAL RESPONSIBILITY

The Company has been carrying out Corporate Social Responsibility (CSR) activitiesunder the applicable provisions of Section 135 read with schedule VII (as amended fromtime to time) of the Companies Act 2013 and the Companies Corporate Social ResponsibilityPolicy Rules 2014. Your Company is at the forefront of CSR and sustainability initiativesand practices. Your Company believes in making lasting impact towards creating a justequitable humane and sustainable society.

The composition of the CSR Committee is disclosed in the Corporate Governance Reportforming the part of the Annual Report. The CSR Policy of the Company is available on theCompany's website at https://www.iameswarrentea.com/corporatepolicies. The AnnualReport on CSR Activities' is attached as Annexure 'D' to this report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Details of Board Meeting

During the year under review 5 (Five) Meetings were held on 20th June 2020 25thJuly 2020 15th September 2020 11th November 2020 and 12th February 2021.

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

Retirement by Rotation

Mrs. Shanti Kaur Non-Executive & Non-Independent Director of the Company retiresby rotation and being eligible offered herself for re-appointment at the ensuing AnnualGeneral Meeting (AGM).

Appointment & resignation of Directors & KMP

During the year under review -

- At the Annual General Meeting held on September 5 2020 Mr. Monojit Dasgupta (DIN:07749089) was appointed as an Independent Director of the Company for a period of 5 (Five)years w.e.f. August 10 2019.

- At the Annual General Meeting held on September 5 2020 Mrs. Shanti Kaur (DIN:08761576) was appointed as a Non-Executive Non-Independent Director of the Company w.e.f.June 20 2020.

- At the Annual General Meeting held on September 5 2020 Mr. Sandip Das (DIN:07979791) was appointed as a Whole-time Director (designated as Wholetime KMP) of theCompany w.e.f. July 25 2020.

- Mr. Bhupendra Singh Saklani resigned from the office of Whole-time Director w.e.f.July 31 2020.

- At the Board Meeting held on July 25 2020 Mr. Vikram Saraogi Chief FinancialOfficer & KMP of the Company was promoted as Vice President and Mr. Aditya More wasappointed as the Chief Financial Officer (designated as a Wholetime KMP) of the Companyw.e.f. July 25 2020.

The present Wholetime KMPs of the Company are as follows -

• Mr. Sandip Das - Wholetime Director

• Mr. Aditya More - Chief Financial Officer

• Ms. Pooja Jaiswal - Company Secretary & Compliance Officer

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

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Companyconfirming that:

a. they meet the criteria of independence as prescribed under section 149 of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations2015; and

b. they have registered their names in the Independent Directors' Databank pursuant toSub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications ofDirectors) Rules 2014 and amendments thereto.

Board Evaluation

During the year under review the Board in compliance with the Companies Act 2013 andapplicable provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ('Listing Regulations') has continued to adopt formal mechanism forevaluating its performance and as well as that of its Committees and individual Directorsincluding the Chairman of the Board. The exercise was carried out through a structuredevaluation process covering various aspects of the Boards functioning such as compositionof the Board & Committees experience & competencies performance of specificduties & obligations governance issues etc. Separate exercise was carried out toevaluate the performance of individual Directors including the Board as a whole and theChairman who were evaluated on parameters such as their participation contribution atthe meetings and otherwise independent judgements safeguarding of minority shareholdersinterest 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 withtherequirements 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.iameswarrentea.com/corporatepolicies

COMMITTEES OF THE BOARD

As on March 31 2021 the Board have 4 (four) Committees viz. Audit CommitteeNomination and Remuneration Committee Stakeholder's Relationship Committee and CorporateSocial Responsibility Committee. The composition and detailed note on the Committee isprovided in 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 the Listing Regulations the Auditors have confirmed that they hold validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia (ICAI) and are otherwise not disqualified under any provisions of the Act and rulesmade 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 Auditors'Report does not contain any qualification reservation adverse remark or disclaimer. TheStatutory Auditors have not reported any incident of fraud to the Audit Committee of theCompany in the year under review.

(ii) Cost Auditors

The Company had received consent and confirmation of eligibility pursuant to section148 of the Companies Act 2013 from M/s. Debabrota Banerjee & Associates for theirre-appointment as the Cost Auditors of the Company for the financial year 2021-22.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 2021-22.

Accordingly remuneration as recommended by the Board would be paid to M/s. DebabrotaBanerjee & Associates for the financial year 2021-22 subject to ratification of theMembers 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 year2020-21 under the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Regulation 24A ofthe Listing Regulations.

The Secretarial Audit Report in Form MR-3 is attached as Annexure 'E' which isself-explanatory and hence do not call for any further explanation and the Report does notcontain any qualification reservation or 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 312021 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 2021 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 theListing Regulations is attached as Annexure 'F' and forms a part of this Report.

Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 as amended fromtime to time the Annual Return of the Company is available on the Company's website at www.jameswarrentea.com.

Corporate Governance

A separate report on Corporate Governance pursuant to the Listing Regulations isattached as Annexure 'G' and forms 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 2021.

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 Form AOC-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 is https://www.jameswarrentea.com/corporatepolicies

Subsidiaries Associates or Joint Ventures

During the year under review the Company has sold its entire investment in MayfairInvestment Holding Pte. Ltd. pursuant to which it ceased to be the 'Associate' of theCompany. Therefore the Company is not required to provide consolidated financialstatements.

As on March 31 2021 Company does not have any subsidiary associate or joint venturesand hence disclosure in Form AOC-1 is not required.

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 2020-21 are asunder:

Number of complaints received Number of complaints disposed off 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 2020-21.

DISCLOSURES

a) There is no change in the nature of business of the Company during the financialyear 2020-21.

b) There are no significant and material orders passed by the Regulators/ Courts thatwould 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 jeoparised since then. Even though tea iscategorized under Essential Commodity your Company could not operate fully due tonon-availability of labour and transportation until 12th April 2020 when normalcy startedresuming.

d) The industrial relation during the year 2020-21 has been cordial. The Directors takeon record the dedicated services and significant efforts made by the Officers Staff andWorkers towards the progress of the Company.

e) As per Regulation 32(1) of the Listing Regulations there were no such instances ofpublic issue rights issue or 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 1740000 (Seventeen lakhs Forty ThousandOnly) fully paid-up equity shares of face value of '10/- each of the Company representing24.93% of the total number of equity shares in the issued subscribed and paid-up equityshare capital of the Company as on March 31 2020 from the shareholders/beneficial ownersas on the Record Date i.e. September 18 2020 on a proportionate basis through theTender Offer route at a price of '114/- per equity share not exceeding 25% of the paid-upequity share capital and free reserves of the Company as per the Standalone andConsolidated Audited Financials for year ended March 31 2020 and requisite approval fromSEBI was obtained. The shareholders had tendered 1736425 Equity Shares and the Companyhad bought back the entire shares tendered at a price of '114/- per equity share. All therequisite statutory compliances were made.

h) Disclosure Relating To Material Variations:

As per Regulation 32(1) of the Listing Regulations there is no significant materialvariances noted in the Company.

i) Change in Share Capital

Post Buyback of Equity Shares of the Company the Company's paid up equity sharecapital reduced from '69791420 (Rupees Six Crores Ninety Seven Lakhs Ninety OneThousand Four Hundred and Twenty only) comprising of 6979142 equity shares of '10/- eachfully paid-up to '52427170 (Rupees Five Crores Twenty Four Lakhs Twenty Seven ThousandOne Hundred and Seventy only) comprising of 5242717 equity shares of '10/- each fullypaid-up.

j) 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.

k) Cost Records

The Company has maintained cost records as specified by the Central Government underSection 148(1) of the Companies Act 2013 and accordingly such accounts and records aremaintained.

l) 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.

For and on behalf of the Board of Directors

For James Warren Tea Limited

Sd/- Sd/-
Sandip Das Arup Kumar Chowdhuri
Place: Kolkata Wholetime Director Independent Director
Dated: June 18 2021 DIN: 07979791 DIN:00997826

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