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James Warren Tea Ltd.

BSE: 538564 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE718P01017
BSE 00:00 | 20 Mar 123.15 5.85
(4.99%)
OPEN

123.15

HIGH

123.15

LOW

123.15

NSE 05:30 | 01 Jan James Warren Tea Ltd
OPEN 123.15
PREVIOUS CLOSE 117.30
VOLUME 338
52-Week high 158.00
52-Week low 96.80
P/E 37.32
Mkt Cap.(Rs cr) 115
Buy Price 123.15
Buy Qty 5880.00
Sell Price 123.15
Sell Qty 100.00
OPEN 123.15
CLOSE 117.30
VOLUME 338
52-Week high 158.00
52-Week low 96.80
P/E 37.32
Mkt Cap.(Rs cr) 115
Buy Price 123.15
Buy Qty 5880.00
Sell Price 123.15
Sell Qty 100.00

James Warren Tea Ltd. (JAMESWARRENTEA) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting the Ninth Annual Report together with theAudited Annual Accounts of your Company for the year ended March 31 2018.

FINANCIAL RESULTS (Rs. in Lakhs)
Particulars

FY 2017-18

FY 2016-17
i. Gross Turnover 11610.28 12136.45
ii. Other Income 499.75 635.14
iii. Total Revenue 12110.03 12771.59
iv. Expenses other than Finance Cost and Depreciation 12171.46 12393.81
v. Earnings Before Interest Depreciation Taxation and Amortization (EBIDTA) (61.43) 377.78
vi. Finance Cost 0.00 0.14
vii. Depreciation 311.63 307.06
viii. Profit before Tax & Exceptional Item (373.06) 70.58
ix. Exceptional Items 25.01 134.40
x. Profit / (loss) before Taxation (PBT) (348.05) 204.98
xi. Tax including Deferred Tax (94.93) 203.74
xii. Profit / (loss) after Taxation (PAT) (253.12) 1.24

STATE OF COMPANY'S AFFAIRS AND OPERATIONS :

During the year under review your Company has achieved a Total Turnover of Rs.12110.03 lakhs which is 5.18% lower as compared with the previous financial year. TheEBIDTA of the Company has reduced as compared with the previous financial year due toincreased cost of production in the current financial year. Further the Company hasincurred a net loss of Rs. 253.12 lakhs (including exceptional item of Rs. 25.01 lakhs) incomparison to the net profit (calculated as per provisions of Indian Accounting standards)of Rs. 1.24 lakhs (including exceptional item of Rs. 134.40 lakhs) in the previousfinancial year. The Company has produced 6194707 Kgs of Tea during the financial year ascompared to 6320337 Kgs of tea in the previous financial year which is 1.98% lower thanthe previous financial year. The reduction in crop was due to replacement of old busheswith plantation of new bushes and also due to unfavourable climatic conditions.

There is no change in the nature of business of the Company during the financial year2017-18.

OUTLOOK

During the calendar year 2017 Indian Tea Industry recorded highest ever production.All Indian Tea production was 1322.76 million kilos an increase of 54.40 million kiloscompare to last year i.e.2016. At the same time exports during the financial year 2017-18stood at 256.57 million kilos showing an increase by 12.71% as compared to thecorresponding period last year. On the other hand production in Kenya declined by morethan 33 million kilos that had led to significant upward price movement in the Africanmarkets.

In spite of such robust Indian production during 2017 the CTC market has openedsatisfactorily with prices for quality teas moving up significantly. Demand for orthodoxis beyond and it is expected to stringent further during the course of the year. In theview of significantly higher production from small growers availability of medium teaswill be high and price considered between quality and average tea is expected to be wide.

Season 2018 appears to be encouraging for Assam Tea producers as climatic condition iscurrently conducive for growth and at the same time demand for good quality orthodox aswell as CTC is expected to be strong.

DIVIDEND

In the financial year under review your Company has already rewarded the shareholdersby means of buy-back of the shares to the extent 22.50% of the total equity share capitalof the Company at a price of 129/- per share by utilizing the surplus as available withthe Company. In view of the loss incurred by the Company during the financial year and toutilise the surplus fund to meet up working capital requirement the Board did notrecommend any dividend on the equity shares of the Company.

DEPOSITS

Your Company has not accepted any deposit during the year under review.

BUYBACK OF EQUITY SHARES

With the objective to return surplus cash to the members holding equity shares theCompany to achieve long term benefits viz. optimize the capital structure resulting intoimproved ratio reduction in outstanding shares improvement in earnings per share andenhanced return on invested capital the Company has bought back 2700000 fully paid upEquity Shares of the Company at the price of Rs. 129/- per equity share aggregating to Rs.34.83 crores by way of "Tender Offer" route through stock exchangemechanism(representing 22.50% of the total number of the equity share capital of theCompany)pursuant to provisions of Sections 68 69 70 and all other applicable provisionsif any of the Companies Act 2013 the Companies (Share Capital and Debenture) Rules2014 and SEBI (Buy Back of Securities) Regulations 1998 and as approved by theshareholders of the Company by way of special resolution passed through postal ballot. Thephysical scrips as bought back were extinguished on 19th March 2017. Post buyback thepaid up capital of the Company as on 31st March 2018 stands Rs. 9.30 Crores consisting of9300804 equity shares of Rs. 10/ each.

TRANSFER TO RESERVE

Your Company has not transferred any amount in the general reserve for the financialyear under review however it has transferred a sum of Rs. 2.70 crores from Reserve &Surplus in the Statement of Profit and Loss to Capital Redemption Reserve (CRR) in respectof buyback of 2700000 equity shares of face value of Rs. 10/- each of the Company asrequired under the provisions of the Companies Act 2013 and the Rules made thereunder.

ALTERATION OF ARTICLES OF ASSOCIATION

Your Company has replaced its Articles of Association (AOA) as per the requirements ofthe Companies Act 2013 by passing a special resolution passed through postal ballot.

CHANGE IN SHARE CAPITAL

Your Company has not issued any shares during the financial year under review. Howeverthe paid-up share capital of the Company has been reduced from Rs.12.00 crores to Rs.9.30crores on account of buyback of 2700000 equity shares of Rs. 10/- each. As on 31stMarch 2018 the equity share capital stood at Rs. 93008040 divided into 9300804equity shares of Rs. 10/- each.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the Directors Responsibility Statement as referred to in section 134(3)(c)and 134(5) of the Companies Act 2013 your Directors hereby confirm that:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

ii) The Directors have 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 at the end of the financial year and ofthe loss of the company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis;

v) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

PERSONNEL

The particulars and information of the employees as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 has been set out as Annexure to this Report.

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 Rule8(3) of Companies (Accounts) Rules 2014 are given in theAnnexure A as attached hereto and forming part of this Report.

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.

COMPANY'S WEBSITE

The website of your Company www.jameswarrentea.com displays the Company's businessesup-front on the home page. The site carries a comprehensive database of information of allthe Tea Estates including the Financial Results of your Company Shareholding patternDirectors' & Corporate profile details of Board Committees Corporate Policies andbusiness activities of your Company. All the mandatory information and disclosures as perthe requirements of the Companies Act 2013 and Companies Rules 2014 and as per theListing Agreement / Regulations has been uploaded.

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 2017-18.

DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP)

i) Retirement by Rotation

Mr. Akhil Kumar Ruia (DIN : 03600526) of the Company pursuant to the provisions ofSection 152(6) and other applicable provisions of the Companies Act 2013 retires byrotation at the ensuing Annual General Meeting and being eligible offered himself forre-appointment.

ii) Resignation of Directors :

Mr. Rakesh Kumar Srivastava (DIN : 07225856) Whole-time Directors & Key ManagerialPersonnel and Mr. Harshvardhan Saraf (DIN : 02901233) Mr. Rajendra Kumar Kanodia (DIN :00101022) Non-Executive-Independent Directors of the Company had resigned from theirrespective office of the Company w.e.f. April 21 2017 September 15 2017 and February 12018 respectively during the F.Y. ended 2017-18. Your Board took on record the valuableservices rendered by them during their tenure in their respective capacity.

iii) Appointment /Re-appointment of Executive Directors / Independent Directors

a) Mr. Sudeep Kumar Ahluwalia (DIN : 07797775) was appointed as a Whole-time Directorand was also designated as Wholetime Key Managerial Personnel (KMP) of the Company by theBoard in its meeting held on April 13 2017 for a period of 1 (one) year with effect fromApril 21 2017 and the same was approved by the shareholders in the Annual General Meetingheld on 12th September 2017.

Further the present term of Mr. Sudeep Kumar Ahluwalia (DIN : 07797775)as a Whole-timeDirector and also designated as Wholetime Key Managerial Personnel (KMP)has expired onApril 20 2018. The Nomination & Remuneration Committee in its meeting held on March23 2018 had recommended his re-appointment for a period of 1 (one) year with effect fromApril 21 2018 and the same was approved by the Board of Directors in its meeting held onMay 17 2018 subject to the approval of shareholders in the ensuing Annual GeneralMeeting in accordance with the provisions of Sections 196 197 198 203 read withSchedule V and/or any other applicable provisions of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.Hisappointment as a Whole Time Director has been proposed accordingly.

b) The term of appointment of Mr. Akhil Kumar Ruia (DIN : 03600526) as a Whole-timeDirector of the Company would expire on June 30 2018. The Board of Directors at itsmeeting held on May 17 2018 has re-appointed Mr. Akhil Kumar Ruia as a Whole-timeDirector of the Company for a period of 3 (Three) years with effect from July 1 2018 at aremuneration and on such terms and conditions as recommended by the Nomination &Remuneration Committee pursuant to the provisions of sections 196 197 198 read withSchedule V and/or any other applicable provisions of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 subject tothe approval of members by a special resolution in the ensuing Annual General Meeting ofthe Company and the Central government. His appointment as a Whole Time Director has beenproposed accordingly.

c) Mr. Arup Kumar Chowdhuri (DIN: 00997826) and Mr. Abhiram Kastur Sheth (DIN:00473105) were appointed as Independent Director of the Company with effect from April 12014 to March 31 2019. Pursuant to the provisions of the Companies Act 2013 and rulesmade thereunder SEBI (LODR) Regulations 2015 it is required to pass Special resolutionfor re-appointment for a further term of five consecutive years. The Board at its meetingheld on May 17 2018 has recommended their re-appointment as Independent Directors fromApril 1 2019 to March 31 2024 by means of passing Special resolution in the ensuingAnnual General Meeting of the Company. The Board is of the opinion that their associationwould be of immense benefit to the Company and it is desirable to avail their service asIndependent Directors. Accordingly the Board of Directors has proposed theirreappointment.

iv) Appointment and Resignation of Wholetime Key Managerial Personnel (KMP):

The present Whole-time Key Managerial Personnel of the Company are as follows:-

i. Mr. Sudeep Kumar Ahluwalia – Whole-time Director

ii. Mr. Vikram Saraogi– Chief Financial Officer

iii. Mr. Gyanendra Singh– Company Secretary & Compliance Officer

Mr. Rakesh Kumar Srivastava Whole-time Director (designated as the Wholetime KeyManagerial Personnel) had resigned with effect from April 21 2017.

Mr. Sudeep Kumar Ahluwalia Whole-time Director (designated as the Wholetime KeyManagerial Personnel) was appointed w.e.f. April 21 2017 and the same was approved by theshareholders in the last Annual General Meeting of the Company.

Ms. Surbhi Shah Company Secretary & Compliance Officer (designated as the WholetimeKey Managerial Personnel) had resigned from the office of Company Secretary and ComplianceOfficer of the Company with effect from April 13 2017.

Mr. Gyanendra Singh was appointed as the Company Secretary & Compliance Officer(designated as the Wholetime Key Managerial Personnel) of the Company by the Board in itsmeeting held on September 9 2017 with effect from that date as recommended by theNomination & Remuneration Committee of the Company pursuant to the provisions ofSection 203 and other applicable provisions of the Companies Act 2013 the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and SEBI (ListingObligation and Disclosure Requirements) Regulations 2015.

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 madefinecessary disclosures to the extent as required underprovisions of section 184(1). In accordance with Section 149(7) of the Act eachIndependent Director has given a written declaration to the Company conforming that he/shemeets the criteria of independence as mentioned under section 149(6) of the Act andRegulation 16(1)(b) of SEBI(Listing Obligations & Disclosure Requirements)Regulations 2015.

All members of the Board of Directors and senior management personnel affirmedcompliance with the Company's code of conduct policy on an annual basis.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to section 135 of the Companies Act 2013 and the relevant Rules the CSRCommittee presently comprises of Mr. Sudeep Kumar Ahaluwalia Chairman of the CommitteeMr. Akhil Kumar Ruia and Mr. Arup Kumar Chowdhuri as Members of the Committee. Otherdetails of the Committee is mentioned in the Corporate Governance Report attached asAnnexure to this Board's Report and the CSR activities undertaken by the Company arementioned in the ‘Annual Report on CSR Activities' enclosed as Annexure B tothis Report. The policy is also available on the website of the Company.

However the CSR Committee was reconstituted w.e.f. September 15 2017 in the meetingof the Board of Directors of the Company held on September 09 2017 due to the resignationof Mr. Harshvardhan Saraf from the directorship of the Company. Mr. Arup Kumar ChowdhuriIndependent Director was inducted as a member of the Committee in place of Mr.Harshvardhan Saraf.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditors:

The present Statutory Auditors M/s. Singhi & Company Chartered Accountants holdsoffice upto the conclusion of the Annual General Meeting (AGM) to be held for thefinancial year 2017-18.

As per the provisions of Section 139 of the Companies Act 2013 and rules madethereunder it is mandatory for the Company to rotate the current Statutory Auditors oncompletion of maximum term as permitted under the Act and rules made thereto. Accordinglybased on the recommendation of Audit Committee the Board of Directors has appointed M/s.B. Chhawchharia & Co. Chartered Accountants (Registration No. 305123E) as StatutoryAuditors of the Company to hold office of the Statutory Auditors from the conclusion ofthe Ninth Annual General Meeting of the Company to be held for the financial year 2017-18till the Fourteenth Annual General Meeting of the Company subject to the approval of theShareholders in the Annual General Meeting. Requisite letter pursuant to Section 139 and141 of the Companies Act 2013 from M/s. B. Chhawchharia & Co. Chartered Accountants(Registration No. 305123E) about their consent and eligibility for appointment as theStatutory Auditors of the Company has been received by the Company.

The Notes to Accounts as referred in the Auditors Report are self-explanatory andhence does not call for any further explanation.

(ii) Cost Auditor:

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 2018-19thereafter 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 2018-19.

(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 year2017-18 under the provisions of section 204 of the Companies Act 2013.

The report of the Secretarial Auditor for the F.Y. 2017-18 is enclosed as AnnexureMR-3 to this Board's Report which is self-explanatory and hence do not call for anyfurther explanation.

The Company has received consent letter from Mr. Santosh Kumar Tibrewalla PracticingCompany Secretary for his re-appointment as the Secretarial Auditors of the Company forthe financial year 2018-19 and the Board has re-appointed him accordingly.

CORPORATE GOVERNANCE

Your Company has practiced sound Corporate Governance and takes necessary actions atappropriate times for enhancing and meeting stakeholders' expectations while continuing tocomply with the mandatory provisions and strive to comply non-mandatory requirements ofCorporate Governance. Your Company has complied with the requirements of the Securities&Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 hereinafter referred to as "Listing Regulations" as issued bySecurities and Exchange Board of India and as amended from time to time. Your Company hasgiven its deliberations to provide all the information in the Board's Report and theCorporate Governance Report as per the requirements of the Companies Act 2013 and theListing Regulations as a matter of prudence and good governance.

A Report on Corporate Governance Practices and the Auditors Certificate regardingcompliance of conditions of Corporate Governance and certification by CEO/WholetimeDirector & CFO are given as Annexures to this report.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

A report on Management Discussion & Analysis is given as Annexure to this report.

CODE OF CONDUCT

The Code of Conduct for Directors KMPs and Senior Executives of the Company is alreadyin force and the same has been placed on the Company's website: www.jameswarrentea.com andthe declaration to this effect is given in Annexure to this Board's Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations 2015 your Companyhas already adopted the Code of Conduct for prevention of Insider Trading and the same isalso placed on the Company's website: www. jameswarrentea.com. Further in accordance withthe provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations 2015your Company has already adopted the code of practices and procedures for fair disclosureof Unpublished Price Sensitive Information and formulated the code of conduct of theCompany.

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified the Indian Accounting Standards (Ind AS) applicable tocertain classes of companies. Ind AS has replaced the existing Indian GAAP prescribedunder section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts)Rules 2014. Thus Ind AS is applicable to your Company w.e.f. 1st April 2017 and theAccounts have been prepared accordingly. The financial statement for f.y. 2016-17 has beenre-grouped/revised to make it comparable with the financial statement for 2017-18.

DISCLOSURES AS PER APPLICABLE ACTAND SEBI (LODR) REGULATIONS 2015

i) Related Party Transactions:

All transaction entered with related parties during the f.y. 2017-18 were on arm'slength basis and provisions of Section 188(1) are not attracted. There have been nomaterially significant related party transactions with the Company's Promoters Directorsand others as defined in section 2(76) of the Companies Act 2013 and the ListingRegulations which may have potential conflict of interest with the Company at large.Accordingly disclosure in Form AOC 2 is not required.

The Company has also formulated a policy on dealing with the Related Party Transactionsand necessary approval of the Audit Committee and Board of Directors were taken whereverrequired in accordance with the Policy.

The necessary disclosures regarding related party transactions in accordance to IND ASare given in the notes to accounts.

ii) Number of Board Meetings:

The Board of Directors met 5 (five) times in the year 2017-18 and the maximum intervalbetween two meetings did not exceed 120 days. The details of the Board meeting andattendance of the Directors are provided in the Corporate Governance Report attached asAnnexure to this Board's Report.

iii) Committees of the Board :

5 (five) Committees are in place as on 31st March 2018 viz. the audit committee thenomination and remuneration committee the stakeholder's relationship committee the shareallotment committee the corporate social responsibility committee. A detail note on theCommittee is provided in the Corporate Governance Report section of this Annual Report.

iv) Composition of Audit Committee:

The Audit Committee presently comprises of Mr. Arup Kumar Chowdhuri being the Chairmanand Mrs. Sucharita Basu De and Mr. Akhil Kumar Ruia being the members of the Committee ason March 31 2018. The complete details of the Committee are given in the CorporateGovernance Report attached as Annexure to this Board's Report.

v) Extracts of Annual Return:

The details forming part of the extract of the Annual Return in MGT-9 as provided undersection 92(3) of the Companies Act 2013and Rule 12 of the Companies (Management andAdministration) Rules 2014 is enclosed as Annexure MGT-9.

vi) 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.

vii) Internal Financial Control :

The Company has in place adequate internal financial control as required under section134(5)(e) of the Actand the same was evaluated by the Audit Committee. During the yearsuch controls were tested with reference to financial statements and no material weaknessin the formulation or operations were observed. The Statutory Auditors of the Companyconducted audit on the Company's internal financial control over financial reporting andthe report of the same is annexed with Auditors' Report.

viii) 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 of allsuch loans guarantees and investments are entered in the register maintained by theCompany for the purpose.

ix) Post Balance Sheet events:

There is no material changes in commitments affecting the financial position of theCompany occurred since the end of the financial year 2017-18.

x) Subsidiaries Associates or Joint Ventures:

As on 31st March 2018 Company has only one Joint Venture Company viz. MayfairInvestment Holding Pte. Ltd.

M/s. Warren Steels Private Limited ceased to be an Associate Company during the yearended 31st March 2018 and there is no other Company which has become or ceased to be theCompany's subsidiary joint venture or associate Company during the year under review.

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 including financial statement of Joint Venture. These documents will also beavailable for inspection during business hours at the Registered office of the Company.The Company will also make available copy on specific request by any member of theCompany interested in obtaining the same.

In accordance to regulation 33 of Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company opts to submitconsolidated financial results only on Annual basis and the same has been intimated to therespective Stock exchanges.

The financial performance of Mayfair Investment Holding Pte. Ltd. Joint VentureCompany is detailed in Annexure AOC 1 of this Board's Report.

xi) Evaluation of the Board's Performance:

During the year under review the Board in compliance with the Companies Act 2013 andapplicable Regulations of Securities & Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 has continued to adopt formal mechanismfor evaluating its performance and as well as that of its Committees and individualDirectors including the Chairman of the Board. The exercise was carried out through astructured evaluation process covering various aspects of the Boards functioning such ascomposition of the Board & Committees experience & competencies performance ofspecific duties & obligations governance issues etc. Separate exercise was carriedout to evaluate the performance of individual Directors including the Board as a wholeand the Chairman who were evaluated on parameters such as their participationcontribution at the meetings and otherwise independent judgements safeguarding ofminority 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.

xii) Nomination Remuneration and Evaluation Policy:

The Nomination Remuneration and Evaluation Policy in compliance with the provisions ofthe Companies Act 2013 read with the Rules and the Listing Agreement entered with thestock exchanges (as amended from time to time) is formulated to provide a framework andset standards in relation to the followings and details on the same are given in theCorporate Governance Report attached as Annexure to this Board's Report:

a. Criteria for appointment and removal of Directors Key Managerial Personnel (KMP)and Senior Management Executives of the Company.

b. Remuneration payable to the Directors KMPs and Senior Management Executives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications positive attributes and independence of aDirector.

The detailed Nomination & Remuneration Policy of the Company is placed on theCompany's website. xiii) Vigil Mechanism (Whistle Blower Policy):

By virtue of Whistle Blower Policy the Directors and employees of the Company areencouraged to escalate to the level of the Audit Committee any issue of concerns impactingand compromising with the interest of the Company and its stakeholders in any way. TheCompany is committed to adhere to highest possible standards of ethical moral and legalbusiness conduct and to open communication and to providefinecessary safeguards forprotection of Directors or employees or any other person who avails the mechanism fromreprisals or victimization for whistle blowing in good faith. This policy also allows thedirect access to the Chairperson of the Audit Committee. During the year under review theCompany has not reported any complaints under Vigil Mechanism.

Details of establishment of the Vigil Mechanism have been uploaded on the Company'swebsite: www. jameswarrentea.com and also set out in the Corporate Governance Reportattached as Annexure to this Board's Report.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013

The Company has in place a Sexual Harassment Policy in line with the requirements ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. The Policy is gender neutral. During the year under reviewno complaints with allegations of sexual harassment were filed.

INDUSTRIAL RELATIONS

The industrial relation during the year 2017-18 had been cordial. The Directors take onrecord the dedicated services and significant efforts made by the Officers Staff andWorkers towards the progress of the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There have been no significant & material orders passed by regulators / courts /tribunals impacting going concern status and Company's operations in future.

APPRECIATION

Your Directors take this opportunity to place on record their gratitude to the Centraland State Governments Bankers and Investors for their continuous support co-operationand their valuable guidance to the Company and for their trust reposed in the Company'smanagement. The Directors also commend the continuing commitment and dedication of theemployees at all levels and the Directors look forward to their continued support infuture.

For and on behalf of the Board of Directors
For James Warren Tea Ltd.
Sd/- Sd/-
Akhil Kumar Ruia Arup Kumar Chowdhuri
Place : Kolkata Wholetime Director Independent Director
Dated : May 17 2018 DIN: 03600526 DIN: 00997826