TO THE MEMBERS
Your Directors present the 147th Annual Report of theCompany together with the Audited Standalone and Consolidated Financial Statements for theyear ended 31st March 2021.
(Amount in Rs)
| ||Standalone ||Consolidated |
| ||31.03.2021 ||31.03.2020 ||31.03.2021 ||31.03.2020 |
|Revenue from Operations ||9707.15 ||8286.78 ||10686.25 ||9212.53 |
|Other Income ||82.02 ||115.83 ||62.51 ||93.73 |
|Total ||9789.17 ||8402.61 ||10748.76 ||9306.26 |
|Profit/(Loss) before Depreciation Finance Cost & Tax ||273.67 ||(1123.27) ||532.12 ||(1089.96) |
|Less : Depreciation ||627.82 ||634.99 ||726.55 ||743.19 |
|Less : Finance Cost ||861.11 ||639.30 ||961.78 ||725.09 |
|Profit/(Loss) before Tax ||(1215.26) ||(2397.56) ||(1156.21) ||(2558.24) |
|Less : Tax Expense (including Deferred Tax) ||(167.78) ||(103.65) ||(200.14) ||(130.53) |
|Profit/(Loss) after Tax ||(1047.48) ||(2293.91) ||(956.07) ||(2427.71) |
|Other Comprehensive Income (Net of Tax) ||27.04 ||(160.67) ||11.77 ||(170.77) |
|Total Comprehensive Income attributable to owners of the Company ||(1020.44) ||(2454.58) ||(944.30) ||(2598.48) |
DIVIDEND & RESERVES
In view of the losses incurred by the Company the Board of Directorsregret their inability to propose any dividend for the year ended 31st March2021.
The Company has not transferred any amount to the General Reserveduring the financial year ended 31st March 2021.
Your Company produced 4677150 Kgs. of Tea during the year as against5020543 Kgs. produced during the year 2019-20 a decrease of 343393 Kgs. from theprevious year; 396408 Kgs. of Coffee during the year as against 231123 Kgs. during theyear 2019-20 an increase of 165285 Kgs. from the previous year and 585901 Kgs. ofRubber during the year as against 701253 Kgs. produced during the year 2019-20 adecrease of 115352 Kgs. from the previous year.
The Company has incurred capital expenditure amounting to Rs 532.55lacs during the year ended 31st March 2021 as compared to Rs 516.25 lacs forthe same period last year.
The issued subscribed and paid-up share capital of the Company as on31st March 2021 stood at Rs 41422010 divided into 4142201 Equity Sharesof Rs 10 each fully paid-up. During the year under review there has been no change in thecapital structure of the Company and neither the Company has granted any stock options andsweat equity. As on 31st March 2021 none of the Directors of the Company holdinstruments convertible into equity shares of the Company.
BSE Limited has approved the Draft Letter of Offer forissue of Equity Shares of Rs. 10/- each on Rights Basis of an issue size upto Rs. 24.90Crores. The Letter of Offer shall be sent to the eligible equity shareholders at a RecordDate to be fixed by the Board of Directors later.
COVID-19 AND ITS IMPACT
Your Directors have been periodically reviewing with the Managementthe impact of COVID-19 on the Company. During the 1st quarter of the year yourCompany had to temporarily suspend operations at its estates and other locations as perthe directives of the Central & State Governments keeping in mind the paramount needof safety of the employees. The Company's products viz. Tea and Coffee are meant fordaily consumption in households and 'out-of-home' and the Management anticipates slowdownin some geographies in the short term especially in the 'out-of-home' consumption due toCOVID-19 pandemic. The management is also keeping a close watch on any other possibleimpacts of second wave of the pandemic. The Board and the Management will continue toclosely monitor the situation as it evolves and do its best to take all necessarymeasures in the interests of all stakeholders of the Company.
The Company has not accepted any public deposits and as such no amounton account of principal or interest on public deposits was outstanding as on the date ofthe Balance Sheet.
LOANS GUARANTEES AND INVESTMENTS
The particulars of loans guarantees and investments made under section186 of the Companies Act 2013 have been disclosed in the notes of the financialstatements for the year ended 31st March 2021.
RELATED PARTY TRANSACTIONS
As required under the SEBI (LODR) Regulations 2015 related partytransactions are placed before the Audit Committee for approval. Wherever required priorapproval of the Audit Committee is obtained on an omnibus basis for continuoustransactions. All the related party transactions are entered on arm's length basisand are in ordinary course of business in compliance with the applicable provisions of theCompanies Act 2013 and the SEBI (LODR) Regulations 2015. Pursuant to Regulation 23 ofthe SEBI (LODR) Regulations 2015 the Company obtained shareholders approval fortransactions entered with an entity belonging to the promoter group which holds 10% ormore shareholding in the Company.
None of the transactions entered into with Related Parties fall underthe scope of Section 188(1) of the Act. Accordingly no transactions are being reported inForm AOC-2 in terms of section 134(3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules 2014.
The policy on Related Party Transactions has been uploaded on thewebsite of the Company and can be accessed athttp://www.joonktolleetea.in/downloads/party_transactions_policy.pdf.
SUBSIDIARY & ASSOCIATE COMPANIES
The Company as on 31st March 2021 has two wholly-owned subsidiarycompanies namely Keshava Plantations Pvt. Ltd. and Pranav Infradev Co. Pvt. Ltd. and oneassociate company namely The Cochin Malabar Estates And Industries Ltd.
Pursuant to the provisions of Section 129(3) of the Companies Act2013 a statement containing salient features of the financial statements of theCompany's Subsidiaries and Associate in Form AOC-1 is attached to the financialstatements of the Company.
Pursuant to the provisions of Section 136 of the Companies Act 2013the financial statements of the Company consolidated financial statements along with therelevant documents and separate audited accounts in respect of Subsidiaries are availableon the website of the Company. These documents will also be available for inspection onall working days during business hours at the Registered Office of the Company.
The policy on material subsidiaries is available on the website of theCompany and can be accessed athttp://www.joonktolleetea.in/downloads/material_subsidiaries_policy.pdf.
CONSOLIDATED FINANCIAL STATEMENTS
The audited consolidated financial statements of the Company togetherwith Auditors' Report for the year ended 31st March 2021 forms part ofthis Report.
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read withRule 12(1) of the Companies (Management and Administration) Rules 2014 the Annual Returnof the Company is uploaded on the website of the Company and can be accessed athttps://www.joonktolleetea.in/downloads/Annual_Return_2021.pdf.
AUDITORS AND AUDITORS' REPORT
M/s. JKVS & Co. (Firm Registration No.318086E) [formerly known asJitendra K. Agarwal & Associates] Chartered Accountants were appointed as StatutoryAuditors of the Company at the Annual General Meeting held on August 31 2017 to holdoffice till the conclusion of the Annual General Meeting for the Financial Year 2021-22.
Your Company has received a certificate from M/s. JKVS & Co.Chartered Accountants confirming the eligibility to continue as Auditors of the Company interms of the provisions of Section 141 of the Companies Act 2013 and the Rules framedthereunder. They have also confirmed that they hold a valid certificate issued by the PeerReview Board of the ICAI as required under the provisions of Regulation 33 of the ListingRegulations.
The Auditors' Report on the Standalone and Consolidated FinancialStatements for the Financial Year ended 31st March 2021 does not contain anyqualification reservation or adverse remark.
The Board of Directors of the Company had appointed M/s. MKB &Associates Company Secretaries to carry out secretarial audit for the financial year2020-21 in terms of the provisions of Section 204(1) of the Companies Act 2013 and Rulesmade thereunder. The Secretarial Audit Report for the Financial Year 2020-21 is providedin the Annexure A forming part of this report.
Regarding observation : The lockdown and restrictions imposed due toCOVID-19 pandemic throughout the country and uncertainty of its duration impacted theprocess of identifying persons for expanding the Board. As the pandemic situation easedthe Nomination & Remuneration Committee of the Company met and recommended to theBoard the appointment of two directors with effect from 26th August 2020.
As per the requirements of Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Companyis required to maintain cost records and accordingly such records and accounts aremaintained.
On the recommendation of the Audit Committee and in compliance with theprovisions of Section 148 of the Companies Act 2013 read with the Companies (Audit &Auditors) Rules 2014 the Board has reappointed M/s. D. Sabyasachi & Co. CostAccountants (FRN : 000369) as Cost Auditors for conducting the audit of cost records ofthe Company for the Financial Year 2021-22.
In accordance with Section 148(3) of the Companies Act 2013 read withRule 14 of the Companies (Audit & Auditors) Rules 2014 the remuneration payable tothe Cost Auditors for the Financial Year 2021-22 would be placed at the ensuing AnnualGeneral Meeting for ratification.
REPORTING OF FRAUD BY AUDITORS
There were no instances of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and/or the Board underSection 143(12) of the Companies Act 2013 and the rules made thereunder.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The particulars as prescribed under Clause (m) of Sub-Section (3) ofSection 134 of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts)Rules 2014 relating to conservation of energy technology Absorption and foreignexchange earnings and outgo is provided in Annexure B forming part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
The Company ceased to be a company covered u/s 135(1) of the CompaniesAct 2013 for three consecutive financial years as it falls below the threshold limitsspecified under the Act. In view of the same and pursuant to Rule 3(2) of Companies(Corporate Social Responsibility Policy) Rules 2014 the Company is no longer required tohave a CSR Committee.
However the Company continues its welfare activities by participatingin various projects sponsored by TAI ITA ABITA TOKLAI UPASI KPA in the States ofAssam Karnataka & Kerala and also directly contributes to the area's socialcauses.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Articles of Association of theCompany read with Section 152 of the Companies Act 2013 Smt. Pushpa Devi BangurDirector (DIN : 00695640) is due to retire by rotation at the forthcoming Annual GeneralMeeting. However she has not offered herself for re-appointment due to other commitments.The Board placed on record its deep appreciation for the valuable services rendered bySmt. Bangur during her tenure.
During the year Mr. Navratan Bhairuratan Damani (DIN : 00057401) wasappointed as Non-Executive Director and Mrs. Komal Bhotika (DIN : 08845578) was appointedas Independent Director on the Board of the Company for a consecutive term of 5 yearsw.e.f. 26th August 2020. With regard to integrity expertise and experienceincluding the proficiency of the Independent Director appointed the Board of Directorsare of the opinion that the appointed Independent Director is a person of integrity andpossess relevant expertise required for discharge of her duties as an Independent Directorand her association as Director will be of immense benefit and in the best interest of theCompany.
All Independent Directors have submitted their disclosures to the Boardthat they meet the criteria of independence as stipulated in Section 149(6) of theCompanies Act 2013 and in accordance with Regulation 16(1)(b) of the SEBI (LODR)Regulations 2015 which has been duly assessed by the Board as part of performanceevaluation of Independent Directors. The Independent Directors are not liable to retire byrotation. In the opinion of the Board the Independent Directors possesses the requisiteexpertise and experience and are independent of management. There has been no change inthe circumstances affecting their status as Independent Directors of the Company. All theIndependent Directors on the Board of the Company are registered with the Indian Instituteof Corporate Affairs Manesar Gurgaon as notified by the Central Government under Section150(1) of the Companies Act 2013. The Independent Directors have complied with the Codefor Independent Directors prescribed in Schedule IV to the Act and also Code of Conductfor Directors and senior management personnel.
Independent Directors have been familiarized with the nature of operations of theCompany and the industry in which it operates and business module of the Company. Thedetails of the familiarization programme have been posted on the website of the Companyand can be accessed athttp://www.joonktolleetea.in/downloads/familiarisation_programme.pdf.
During the year the Company had three Key Managerial Personnel beingShri Mukundan Raman Manager Shri Sayansiddha Das Chief Financial Officer and Shri S.Bagree Manager (Finance) & Company Secretary.
The term of Shri Mukundan Raman as Manager in the category of KeyManagerial Personnel will expire on 31st October 2021. Looking to theexperience of Shri Raman in the plantation industry the Nomination & RemunerationCommittee recommended and the Board in its meeting held on 11th June 2021approved the re-appointment of Shri Mukundan Raman as Manager in the category of KeyManagerial Personnel for a further period of three years w.e.f. 1st November2021 subject to approval of shareholders in general meeting of the Company.
A resolution seeking approval of shareholders is sought in the Noticeconvening Annual General Meeting attached to this Report.
NUMBER OF BOARD MEETINGS HELD
The Board met five times during the financial year the details ofwhich are given in the Report on Corporate Governance forming part of thisAnnual Report.
The maximum interval between any two meetings was within the maximumgap allowed pursuant to the Companies Act 2013 read with circulars issued by MCA &SEBI with respect to increase in gap and extension for holding meetings in view ofCOVID-19 pandemic.
Pursuant to the provisions of the Companies Act 2013 Regulation17(10) of the SEBI (LODR) Regulations 2015 and Guidelines Note on Board Evaluation issuedby SEBI the Board of Directors have carried out the performance evaluation for the BoardCommittees of the Board individual Directors including the Chairman of the Company forthe Financial Year ended 31st March 2021.
The Board of Directors expressed their satisfaction with the evaluationprocess.
COMMITTEES OF THE BOARD
Audit Committee :
The composition number of meetings held attendance and terms ofreference of the Audit Committee has been furnished in the Corporate Governance Reportforming part of this Annual Report.
Nomination and Remuneration Committee :
The composition number of meetings held attendance and terms ofreference of the Nomination and Remuneration Committee has been furnished in the CorporateGovernance Report forming part of this Annual Report.
Stakeholders' Relationship Committee :
The composition number of meetings held attendance and terms ofreference of the Stakeholders' Relationship Committee has been furnished in theCorporate Governance Report forming part of this Annual Report.
Rights Issue Committee :
The composition number of meetings held attendance and terms ofreference of the Rights Issue Committee has been furnished in the Corporate GovernanceReport forming part of this Annual Report.
NOMINATION AND REMUNERATION POLICY
The Board has adopted a Remuneration Policy for identificationselection appointment and payment of remuneration to Directors Key Managerial Personnel(KMP) and Senior Managerial Personnel (SMP) of the Company. The policy enumerates thepowers roles and responsibilities of the Nomination and Remuneration Committee.
The Remuneration Policy aims to enable the Company to attract retainand motivate qualified members for the Board and other executive level. It ensures thatthe interest of Board members and senior executives are aligned with the business strategyand risk tolerance objectives values and long term interests of the Company. TheNomination and Remuneration Committee along with Board reviews on an annual basisappropriate skills characteristics and experience required of the executives for thebetter management of the Company. The Company has a credible and transparent framework indetermining the remuneration of Wholetime Directors KMPs and SMPs. Remuneration toDirectors/Manager is paid within the limits as prescribed under the Companies Act 2013and as approved by the members of the Company. The Company pays remuneration toNon-Executive Directors by way of sitting fees.
The aforesaid Remuneration policy has been uploaded on the website ofthe Company and can be accessed at http://www.joonktolleetea.in/downloads/remuneration_policy.pdf.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of provisions of Section 134(3)(c) of the Companies Act 2013your Directors confirm that:
i) in the preparation of the annual accounts the applicable AccountingStandards have been followed and there has been no material departure;
ii) the selected Accounting Policies were applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2021 and of thelosses of the Company for the year ended on that date;
iii) proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) the annual accounts have been prepared on a going concern basis;
v) the internal financial controls have been laid down and suchinternal financial controls are adequate and are operating effectively; and
vi) the Company has adequate internal systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
In compliance with the provisions of Section 177(9) of the CompaniesAct 2013 and SEBI (LODR) Regulations 2015 the Company has framed a Whistle BlowerPolicy / Vigil Mechanism for Directors and Employees for reporting genuine concerns aboutany instance of any irregularity unethical practice and/or misconduct.
The details of the Whistle Blower Policy / Vigil Mechanism are postedon the Company's website and can be accessed athttp://www.joonktolleetea.in/downloads/ whistle_blower_policy.pdf.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at work place andhas adopted a policy in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013 and the Rules thereunder forprevention prohibition and redressal of complaints of sexual harassment at workplace.There were no cases of sexual harassment reported during the year.
The policy on Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 has been uploaded on the website of the Company andcan be accessed at http://www.joonktolleetea.in/downloads/sexual_harassment_policy.pdf.
The Company has laid down well defined risk management mechanismcovering the risk exposure potential impact and risk mitigation process. The Boardperiodically reviews the risks and suggests steps to be taken to control and mitigate thesame through a properly defined frame work.
INTERNAL FINANCIAL CONTROL
For ensuring methodical and efficient conduct of its business theBoard has adopted policies and procedures. Thus it ensures on the one hand safeguardingof assets and resources of the Company prevention and detention of frauds and errorsaccuracy and completeness of the accounting records timely preparation of financialdisclosures and on the other hand encourages the improvement of the operationalperformance of the Company.
The Internal Audit of the Company was carried out by M/s. Singhi &Co. Chartered Accountants. The Audit Committee of the Board reviews the Internal AuditReport and corrective actions taken on the findings are also reported to the AuditCommittee.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review the Company has duly complied with theapplicable provisions of the Secretarial Standards issued by The Institute of CompanySecretaries of India (ICSI).
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review isprovided in Annexure C forming part of this Report.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
a) Transfer of unclaimed dividend to IEPF
As required under Section 124 of the Act the Unclaimed Dividend amountaggregating to Rs 297669/- lying with the Company for a period of seven years weretransferred to the IEPF during the financial year 2020-21.
b) Transfer of shares to IEPF
As required under Section 124 of the Act 7036 equity shares inrespect of which dividend has not been claimed by the members for seven consecutive yearsor more has been transferred by the Company to the IEPF during the financial year2020-21. Details of shares transferred to IEPF have been uploaded on the website of IEPFas well as the Company.
The Company has adopted the Corporate Governance Policies and Code ofConduct which set out the principle of running the Company with fairness transparency andaccountability. A report on the Corporate Governance forming part of the Directors'Report is attached. A certificate from a Practicing Company Secretary regarding complianceof the Corporate Governance is given in the Annexure D forming part of this Report.
SAFETY HEALTH & ENVIRONMENT
The Company has committed to maintaining highest standard of safetyhealth environment protection and has complied with all applicable statutory requirementsand prevention of pollution. It always strives to keep the estates greener and cleaner andcommitted to the safety and health of its employees.
The Board desires to place on record its appreciation for the supportand co-operation that the Company has received from suppliers brokers customers andothers associated with the Company as its enterprise partners. The Company has alwayslooked upon them as partners in its progress and has happily shared with them rewards ofgrowth. It will be Company's endeavor to build and nurture strong links with tradebased on mutuality respect and co-operation with each other.
AWARDS & RECOGNITIONS
The Company has been accredited with ISO 9001:2015 certification bySGS U.K. Joonktollee Tea Estate in Assam has been accredited with ISO 22000 : 2018certification by SGS. Goomankhan Tea Estate in Karnataka has been accredited with ISO9001:2015 & HACCP certification by SGS. Pullikanam Tea Estate has bagged The GoldenLeaf Awards for the leaf fannings and dust categories for 2020.
The Company has domestic credit ratings of BB + Stable from CARE forits banking facilities.
i) There were no material changes and commitments affecting the financial position ofthe Company occurring between the end of financial year and the date of this Report.
ii) There is no change in the nature of business of the Company.
iii) There were no significant and material orders passed by regulator or courts ortribunals impacting the going concern status and Company's operation in future.
iv) There were no instances of one time settlement with any Bank or FinancialInstitution.
v) There is no proceeding pending under the Insolvency and Bankruptcy Code 2016.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act 2013read with rule 5(1) of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 is provided in Annexure E and forms part of this Report.
None of the employees of the Company fall within the purview of theinformation required under Section 197 read with Rules 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 during the Financial Year.
Your Directors take this opportunity to thank the Banks Central andState Government authorities Regulatory authorities Stock Exchanges and the stakeholdersfor their continued co-operation and support to the Company.
Your Directors also wish to record their appreciation for the continuedco-operation support and commitment received from the employees of the Company in risingup to the challenges thrown at them due to COVID-19 crisis and associated shutdown. It wasdue to their untiring efforts that the Company could resume operations swiftly withoutdelay while following all the required safety procedures as per protocol and ensuringleast amount of loss to production sale and human life.
| ||On behalf of the Board |
|Place : Kolkata ||(H.Bangur) |
|Date : 11th June 2021 ||Chairman |