You are here » Home » Companies » Company Overview » Kanco Tea & Industries Ltd

Kanco Tea & Industries Ltd.

BSE: 541005 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE398L01017
BSE 00:00 | 22 Jan 50.85 0
(0.00%)
OPEN

54.90

HIGH

54.90

LOW

50.85

NSE 05:30 | 01 Jan Kanco Tea & Industries Ltd
OPEN 54.90
PREVIOUS CLOSE 50.85
VOLUME 35
52-Week high 120.00
52-Week low 45.50
P/E 41.34
Mkt Cap.(Rs cr) 26
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 54.90
CLOSE 50.85
VOLUME 35
52-Week high 120.00
52-Week low 45.50
P/E 41.34
Mkt Cap.(Rs cr) 26
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kanco Tea & Industries Ltd. (KANCOTEA) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their Thirty Fifth Annual Report and theCompany's audited financial statement for the financial year ended 31st March 2018.

Financial Performance

The Company's financial performance for the year ended 31st March 2018 is summarizedbelow:

Particulars

Standalone

Consolidated

2018 2017 2018 2017
Profit Before Finance Cost Depreciation and Tax 613.91 432.31 647.93 559.94
Less: Finance Cost 423.48 104.63 423.47 104.63
Profit Before Depreciation and Tax 190.43 327.68 224.46 455.31
Less: Depreciation and Amortisation Expense 169.21 128.94 169.21 128.94
Profit Before Tax 21.22 198.74 55.25 326.37
Less: Provision For-
Net Current Tax - 22.65 3.67 42.86
Provision for MAT Credit Entitlement - (6.75) - (10.29)
Provision for Tax for earlier years - - 0.57 -
Deferred Tax 21.05 92.14 21.05 92.14
Profit/(Loss) After Taxation 0.17 90.70 29.96 201.66
Other Comprehensive Income for the year net of tax 36.86 1.84 349.11 952.73
Total Comprehensive Income for the year 37.03 92.54 379.07 1154.39

Results of Operations and the State of the Company's Affairs

The year under review was a difficult year for Tea Industry. Anticipated gains of cropcould not be achieved owing to adverse weather conditions. Costs continued to increaseowing to increase in labour wages and input price increases.

The Company acquired Bamonpookrie Tea Estate in March 2017. In the month of March theseason had already started so no major changes were possible. Your Company was able tostabilise the working and improve quality of tea produced resulting in selling priceimprovements.

The working results have shown a decline due to stagnant crops. Overall prices weresluggish and the higher interest burden had an impact on the working results.

In the last few months agricultural practices at Bamanpookrie TE have been revamped.The work done in the winter is expected to result in improved performance of the estate.The Company has also taken an aggressive policy of uprooting and replanting of old teabushes at Bamonpookrie Tea Estate for rapid increase in crop. With better Agriculturalpractices and manufacturing process the estate should achieve better crop and higherprices this year.

Your Company continued to take advantage of the Special Purpose Tea Fund Schemeannounced by the Tea Board of India. In the financial year 2017-2018 23.65 hectares26.11 hectares and 29.81 hectares of the plantation area were replanted rehabilitated anduprooted respectively. Separate manufacturing line for tea made from bought leaves wascommissioned in July 2017.

The production of tea in the current season is lower than the last year at this pointof time. Your Company however expects to make up this loss of crop and by the end of theyear expects to have gains in crop.

Production of tea made from bought leaves is higher than the previous year. This trendis likely to continue and we expect substantial increase in quantum of tea made frombought leaf.

The Government of Assam has formed Minimum Wages Advisory Committee (MWAC) fordetermining the minimum wages to be paid to tea worker. The increase in wage wheneverdeclared will affect the working results of the Company.

The Company based on the consistent improvement in field practices and work done at itsestates expects to achieve higher output and realization

Certifications

The quality management system of Mackeypore Tea Estate Kanco Tea & IndustriesLimited bearing ANZSIC Code: 2180 has been assessed and found to meet the requirements ofISO 9001:2015.The certificate no. IN/QMS/00270 is valid for manufacturing of black teafrom green tea leaves till 20/05/2019.

The food safety systems of Mackeypore Tea Estate Kanco Tea & Industries Limitedbearing ANZSIC Code: 2180 has been assessed and found to meet the requirements of HACCP(Hazard Analysis and Critical Point). The certificate no.IN/ HACCP/00027 is valid formanufacturing of black tea from green tea leaves till 19/05/2019.

The food safety systems of Mackeypore Tea Estate Kanco Tea & Industries Limitedhas been assessed and found to meet the requirements of ISO 22000:2005 (Food SafetyManagement System). The certificate no.IN/FSMS/00065 is valid for manufacturing of blacktea from green tea leaves till 20/05/2019.

Mackeypore Tea Estate & Lakmijan Tea Estate has been issued verificationcertificate bearing no. TS-VC/CUC/03/834385/14 under trustea code for sustainable tea inIndia by Control Union. The trustea code covers social agronomic food safetyoccupational health & safety and environmental criteria.

Share Capital

During the year under review the Company increased its Authorised Share Capital fromexisting Rs 30000000/- (Rupees Three Crores Only) divided into 2000000 (Twenty Lakhs)Equity Shares of Rs 10/- each and 100000 (One Lakh) NonCumulative Redeemable PreferenceShares of Rs 100/- each to Rs 70000000 (Rupees Seven Crores Only) divided into6000000 (Sixty Lakhs) Equity Shares of Rs 10/- each and 100000 (One Lakh)Non-Cumulative Redeemable Preference Shares of Rs 100/- each by creation of additional4000000 (Forty Lakhs) Equity Shares of Rs 10/- each ranking pari passu in all respectwith the existing equity shares of the Company. Accordingly the Clause V of theMemorandum of Association of the Company was altered.

Further the Company capitalised a sum of Rs 34152180/- (Rupees Three Crores FortyOne Lakh Fifty Two Thousand One Hundred and Eighty Only) from the General Reserves of theCompany and issued Bonus Shares of Rs 10/- each (Rupees Ten Only) each in the proportionof 2 (Two) Equity Shares of Rs 10/- each as Bonus for every 1 (One) fully paid-up EquityShare of Rs 10/- each.

As on 31st March 2018 the issued subscribed and paid up share capital of yourCompany stood at Rs 51228270/- .

Appropriations

Dividend

The Directors of your Company has recommended a dividend of Rs 7/- and Rs 1/- (LastYear Rs 7/- and Rs 2.50/-) per Preference Share of Face Value of Rs 100/- and Equity Shareof Face Value of Rs 10/-share respectively for the year under review.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form No. MGT-9 asrequired under Section 92 of the Companies Act 2013 is annexed herewith marked asAnnexure A to this report.

Directors

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Govind Ram Banka (DIN: 00207385) Non-Executive Non-Independent Directorretires by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for reappointment.

Subject to the approval of the Members at the ensuing Annual General Meeting the Boardhas proposed to appoint Mr. Om Kaul (DIN: 00020821) as an Independent Director of theCompany to hold office for five consecutive years from the conclusion of 35th AnnualGeneral Meeting till the Annual General Meeting for the Financial Year ended 31st March2023 not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of the Companies Act 2013 read with rules as amended and Regulation 16(b) of theSEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.

Pursuant to Regulation (1A) of the SEBI (Listing Obligations and DisclosuresRequirements) (Amendment) Regulations 2018 the Company is seeking approval of themembers at the ensuing Annual General Meeting for continuing the directorships of Mr. OmKaul (DIN: 00020821) as Non-Executive Independent Director Mr. Govind Ram Banka (DIN:00207385) as NonExecutive Non-Independent Director and Mr. Golam Momen (DIN: 00402662) asNon-Executive Independent Director of the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015 and on the recommendation of theNomination and Remuneration Committee of the Company a structured questionnaire wasprepared after taking into consideration the various aspects of the Boards' functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance.

On the basis of the Policy for Performance evaluation of Independent Directors BoardCommittees and other Individual Directors the evaluation of performance of variouscommittees of the Board Individual Directors and the Board as a whole were carried.

The Nomination and Remuneration Committee also reviewed its implementation of the saidpolicy and its compliance.

The Board of Directors expressed their satisfaction with the evaluation process.

Policy on Directors' Appointment Remuneration etc

Pursuant to Section 178(3) of the Companies Act 2013 Nomination and RemunerationCommittee formulated the criteria for identification and selection of the suitablecandidates for various positions in senior management and also candidates who arequalified to be appointed as Director on the Board of the Company. The Committee alsorecommended a policy relating to the remuneration for the directors key managerialpersonnel and other senior management personnel and a process by which the performance ofthe directors could be evaluated and the details of this policy are given in the CorporateGovernance Report. The policy can be viewed at https://www.kancotea.in/pdf/2017-2018/NOMINATION%20AND%20REMUNERATION%20POLICY.pdf.

Key Managerial Personnel

The following persons are the Key Managerial Personnel (KMP) of the Company incompliance with the provisions of Section 203 of the Companies Act 2013:

a) Mrs. A. Kanoria (DIN:00081172) Whole-time Director

b) Ms. Charulata Kabra Company Secretary

c) Mr. S. K. Parhi Chief Financial Officer Number of Meetings of the Board

Eight meetings of the Board of Directors were held during the year.

Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. Navin Nayar(Chairman) and Mr. Golam Momen and Mr. Govind Ram Banka Non-Executive Director. All therecommendations made by the Audit Committee were accepted by the Board.

Directors' Responsibility Statement

The Directors hereby confirms that

a) in the preparation of the annual accounts the applicable accounting standards readwith requirements set out under Schedule III to the Act have been followed and there areno material departures from the same;

b) they had selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2018 and of the profit ofthe Company for the year ended on that date;

c) they had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d) they had prepared the annual accounts on a going concern basis;

e) they had laid down internal financial control to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively; and

f) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Statutory Auditors

M/s Jain & Co. Chartered Accountants Registration No. 302023E Statutory Auditorsof the Company holds office till the conclusion of the ensuing Annual General Meeting andis eligible for re-appointment. They have expressed their willingness to continue asStatutory Auditors of the Company if so appointed by the members. Your Company hasreceived the consent and certificate from M/s Jain & Co. Chartered Accountants to theeffect that their re-appointment if made would be within the limits prescribed under thesection 141 of the Companies Act 2013 read with rules and that they are not disqualifiedfor reappointment within the meaning of Section 141 of the Companies Act 2013. They havealso confirmed that they hold a valid peer review certificate as prescribed underregulation 33(1)(d) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

Statutory Auditors' Report

The report by the Auditors is self-explanatory and has no qualification reservationadverse remark or disclaimer; hence no explanation or comments by the Board were required.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company appointedP.S. & Associates a firm of Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the year ended 31st March 2018. The Report of theSecretarial Auditor is annexed herewith marked as Annexure B to this report.

Further this report has no qualification reservation adverse remark or disclaimerhence no explanation or comments by the Board were required.

Cost Audit

In accordance with the provisions of Section 148 of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 the Company is required to appoint a CostAuditor to audit the cost records. The Company has appointed M/s A. C. Dutta & Co(Registration No.000125) Cost Accountants (Registration No.000125) 10 K S Roy Road 2ndFloor Kolkata-700001 as Cost Auditors for the financial year ended March 31 2019 andtheir remuneration is to be ratified at the ensuing Annual General Meeting.

Particulars of Loans Guarantees or Investments by Company

Particulars of investments made by the Company are provided in note nos. 8 & 17 tothe financial statements.

The Company has neither given any loan & guarantee nor provided any security duringthe financial year under review. The particulars of loan as on 1st April 2017 and 31stMarch 2018 are provided in note no. 10 to the financial statements.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis.

Material Changes and commitments occurred between the end of the Financial Year underReview and the date of this report.

No material changes and commitments have occurred between the end of the financial yearunder review and the date of this report.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

A statement pursuant to Section 134(3) (m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 on conservation of energy technologyabsorption foreign exchange earnings and outgo is annexed herewith marked as Annexure Cto this report.

Risk Management

As per requirement of Section 134(3) (n) of the Companies Act 2013 the Board ofDirectors in its meeting held on 9th May 2014 has approved the Risk Management Policy.The Board envisaged the following elements of risks which may threaten the existence ofthe Company: -

Nature Related Risk

Tea being an agricultural produce is affected by the vagaries of weather. Weather playsa major role in determining the final output of produce. Both excess and scarcity ofrainfall play havoc with the final output of produce. KTIL has carried out extensivedrainage network to deal with the problem arising out of excess rainfall. KTIL has adetailed plan of action for bringing its plantation areas under irrigation and more than70% of its plantation areas are under irrigation now.

Pest Management

Tea bushes are prone to attack by various pests like cater pillars Loppers Red SlugsRed Spiders Helopeltis Thrips Green Fly etc. KTIL has experienced competent seniorpersonnel in the garden who controls pest by way of timely detection and spray ofagro-chemicals. KTIL has also a policy of keeping adequate agro chemicals in stock inanticipation of pest attack during a particular month based on past behavior of pests.KTIL is working out on a plan on integrated pest management which will promote the use ofphysical biological and mechanical control methods and the least possible use ofagrochemicals.

Labour

Tea being a labour intensive industry is prone to loss of output due to labour unrest.KTIL provides its entire workforce employed in the estate along with their families accessto drinking water food housing and basic medical care as per the guideline of PlantationLabour Act 1951 and Assam Plantation Labour Rules. Workers are paid the official agreedwage as per the agreement entered into between the recognised trade union and KTIL. KTILfollows a strict RsNon-Discrimination Policy on the basis of race creed genderpolitical opinion and membership of trade union. KTIL always aim to maintain cordialrelationship with its workforce.

Market Risk

The tea prices are volatile and affected by the conditions prevailing in the market.The inferior quality teas are affected more by volatility in prices in comparison to topquality teas. KTIL's thrust on making top quality teas minimized the risk due tovolatility in prices.

Bought Leaf Operation

KTIL purchases green leaves from outside suppliers and produces it under a differentmark called Lakmijan to protect its own mark Mackeypore. KTIL processes the bought leavesseparately from its own leaves. The physical segregation of own tea leaves and boughtleaves manufacturing process is clearly visible. The Company is vulnerable to volatilityin selling price of tea made from bought leaves.

Risks due to Fire Accident Theft Etc.

KTIL has taken appropriate insurance policy to safeguard itself against loss that mayarise from risks associated with fire earthquake etc.

Risk due to Fraud

KTIL has installed adequate internal control measures to minimise the occurrence offraud and internal audit is also conducted at regular intervals by an external agency.

Risk of Doubtful and Bad Debt

The credit worthiness of sundry debtors is checked by the senior management to fix thecredit period if any to be given. The background check of new party is also carried outbefore deciding on the credit period.

Corporate Social Responsibility

The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company which has been approved by the Board. The CSR policy can beviewed at http://kancotea.in/pdf/CSR%20POLICY.PDF

The Company's CSR activities shall primarily include one or more of the items coveredunder Schedule VII to the Act as detailed below: -

(i) eradicating hunger poverty and malnutrition promoting health care includingpreventive health care and sanitation and making available safe drinking water;

(ii) promotion of education including special education and employment enhancingvocation skills especially among children women elderly and the differently abled andlivelihood enhancement projects;

(iii) promoting gender equality empowering women setting up homes and hostels forwomen and orphans; setting up old age homes day care centers and such other facilitiesfor senior citizens and measures for reducing inequalities faced by socially andeconomically backward groups;

(iv) ensuring environmental sustainability ecological balance protection of flora andfauna animal welfare agroforestry conservation of natural resources and maintainingquality of soil air and water;

(v) protection of national heritage art and culture including restoration of buildingsand sites of historical importance and works of art; setting up public libraries;promotion and development of traditional arts and handicrafts;

(vi) measures for the benefit of armed forces veterans war widows and theirdependents;

(vii) training to promote rural sports nationally recognized sports Paralympic sportsand Olympic sports;

(viii) contribution to the Prime Minister's National Relief Fund or any other fund setup by the Central Government for socio-economic development and relief and welfare of theScheduled Castes the Scheduled Tribes other backward classes minorities and women;

(ix) contribution or funds provided to technology incubators located within academicinstitutions which are approved by the Central Government;

(x) rural development projects.

(xi) slum area development

Preference shall be given to Company's Business and areas around Company's Tea Estatesfor spending the amount earmarked for CSR.

During the year the Company has spent Rs 204000/-(Rupees Two Lakhs Four Thousandonly) unspent in the previous year 2016-2017. The Annual Report on CSR activities isannexed herewith marked as Annexure D to this report.

Further the Company has ceased to be a company covered under Section 135(1) of theCompanies Act 2013's with its net profit falling below Rs 5 crores for three consecutiveyears hence the Company is not required to comply with the provisions of Section 135(2) to135(5) of the Companies Act 2013.

Subsidiaries Joint Ventures and Associate Companies

As on 31st March 2018 we have one wholly owned subsidiary namely Winnow Investmentsand Securities Private Limited. During the year the Board of Directors reviewed theaffairs of the subsidiary. In accordance with Section 129(3) of the Companies Act 2013we have prepared the consolidated financial statement of the company and its subsidiarywhich forms part of the Annual Report. The revenue and total comprehensive income of thesubsidiary for the financial year ended 31st March 2018 was Rs 3431.37 thousands (P.Y Rs12797.53 thousands) and Rs 34204.23 thousands (P.Y. Rs 106185.75 thousands) respectively.The total asset of the subsidiary as on 31st March 2018 was Rs 278783.84 thousands (P.YRs 244579.46 thousands). Further a statement containing the salient features of thefinancial statement of our subsidiary in the prescribed format AOC-1 is annexed to thefinancial statements.

Deposits

During the year under review the Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.

Pursuant to Rule 2(c) (viii) of the Companies (Acceptance of Deposits) Rules 2014 theCompany has received money from its Directors the details of which are provided in theFinancial Statement.

Material Orders Passed by the Regulators /Courts/ Tribunal

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

Internal Controls

The Company has an effective Internal Control system with reference to FinancialStatements. The Audit Committee of the Board of Directors reviews the adequacy andeffectiveness of the Internal Control System. The Company's internal Control System iscommensurate with its size scale and complexities of its operations.

Vigil Mechanism

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concernsand grievances. Protected disclosures can be made by a whistle blower through an email ordedicated telephone line or a letter to the Chairman of the Audit Committee. Website:https://www.kancotea.in/pdf/Code%20of%20Conduct/VIGIL%20MECHANISM_WHISTLE%20BLOWER%20POLICY.PDF

Stock Exchange

During the year under review 5122827 equity shares of face value of Rs. 10/- eachfully paid-up of the Company were listed and admitted to dealings on the Bombay StockExchange Limited in the list of X Group with effect from 8th March 2018.

At present the Company's equity shares are listed at the Calcutta Stock ExchangeLimited (Scrip Code-10014107) and Bombay Stock Exchange Limited (Scrip Code- 541005).Listing Fees for the financial year 2018-2019 has been paid.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(3) read with Schedule V to Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed herewithmarked as Annexure E to this report.

Corporate Governance

The Report on Corporate Governance provisions in accordance with the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is annexed herewith marked as Annexure F to this report.

Transfer to Investor Education and Protection Fund

During the year under review the declared dividend (2009-2010) which remained unpaidor unclaimed for a period of seven years has been duly transferred by the Company to theInvestor Education and Protection Fund (IEPF). Further all shares in respect of whichdividend remained unpaid or unclaimed for consecutive seven years the corresponding shareswere also transferred to the Demat Account of IEPF Authority.

Dividend which has remained unpaid or unclaimed out of the dividend declared by theCompany for the year ended 31st March 2011 will be transferred to the Investor Educationand Protection Fund ("IEPF") pursuant to Sections 124 and 125 of the CompaniesAct 2013.

Pursuant to Section 124(6) of the Companies Act 2013 read with Rule 6 of the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 (the "IEPF Rules") as amended the equity shares corresponding to thedividend for the financial year ended 31srt March 2011 onwards has remained unpaid orunclaimed for seven consecutive years will also be transferred to the demat account of theIEPF Authority.

Thereafter no claim shall lie on the Company for the said unpaid or unclaimed dividendand equity shares. Shareholders will have to make their claims with the IEPF Authorityfollowing the appropriate rules in this regard.

List of shareholders whose dividend remains unclaimed till the date of AGM held on 3rdAugust 2017 is available on the Company's website "www.kancotea.in ".

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

No complaints have been received during the year under review by the respectiveInternal Complaints Committee.

Details pertaining to remuneration as required under section 197(12) of the CompaniesAct 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

(i) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2017-2018 and the ratio of theremuneration of each Director to the median remuneration of the employees of the Companyfor the financial year 2017-2018 are as under:

Sl. No. Name of Director / KMP and Designation Remuneration of Director/ KMP for financial year 2017-2018 (Rs in thousands) % increase in Remuneration in the F.Y. 2017-2018 Ratio of remuneration of each Director to median remuneration of employees
1. Mrs. Anuradha Kanoria Whole-time Director 3742.20 -1.50% 16.09
2. Ms. Charulata Kabra Company Secretary 1044.06 24.40% 4.49
3. Mr. S. K. Parhi Chief Financial Officer 2023.00 6.68% 8.70
4. Mr. Umang Kanoria Non-Executive Director 105.00 40.00% 0.45
5. Mr. Golam Momen Independent Director 0.90 50.00% 0.39
6. Mr. Navin Nayar Independent Director 90.00 50.00% 0.39
7. Mr. G.R.Banka Non-Executive Director 120.00 60.00% 0.52

ii) The median remuneration of employees of the Company during the financial year wasRs 232632/-

iii) the percentage increase in median remuneration of the employees of the Company-18.29 %

iv) Number of permanent employees on the rolls of the Company- 2430

v) Average percentile increase already made in the last financial year

a) In the salaries of employees other than the managerial personnel- 38.20%

b) Percentile increase in the managerial remuneration- 3.54%

c) Justification for such increase in remuneration & exceptional circumstances forincrease in the managerial remuneration - The Company took over Bamonpookrie Tea Estatew.e.f. March2017 and therefore there is an increase of 38.20% in the salaries ofemployees other than the managerial personnel. The fixed part of salary paid to Whole-timeDirector is as per the agreement signed pursuant to passing of resolution by the membersat the general meeting. The increase in salary of KMP other than Whole-time Director is asper experience qualification market trends and industry bench mark.

vi) Key parameters for any variable component of remuneration availed by the directors-Rs Nil for the year under review.

vii) Ratio of remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year- Not applicable as there are no employees receiving higher remuneration than thehighest paid director.

xi) It is hereby affirmed that the remuneration paid to the directors key managerialpersonnel and other employees is as per the remuneration policy of the company.

Note- Liability for gratuity and leave encashment as required by Indian AccountingStandard 19( Ind AS-19) is provided on actuarial valuation report for the Company as awhole. The amount pertaining to individual employee is not ascertainable and therefore notincluded in the above calculation.

B. Disclosures pertaining to remuneration and other particulars as prescribed under theprovisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed herewith marked as Annexure Gto this report.

Acknowledgement

Your Directors place on record their appreciation for the cooperation and supportextended by the Employees Banks/ Financial Institutions and all other business partners.

For and on behalf of the Board of Directors

U. Kanoria
Place: Kolkata Chairman & Director
Dated: 26th May 2018 DIN:00081108