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Ledo Tea Company Ltd.

BSE: 508306 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE643B01017
BSE 00:00 | 27 Jan Ledo Tea Company Ltd
NSE 05:30 | 01 Jan Ledo Tea Company Ltd
OPEN 32.40
PREVIOUS CLOSE 32.40
VOLUME 97
52-Week high 46.00
52-Week low 23.85
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 32.40
CLOSE 32.40
VOLUME 97
52-Week high 46.00
52-Week low 23.85
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ledo Tea Company Ltd. (LEDOTEA) - Director Report

Company director report

Your Directors have pleasure in presenting 38th Annual Report with the AuditedFinancial Statements of your Company for the financial year ended 31st March 2021.

1. SUMMARISED FINANCIAL RESULTS

Current Year Previous Year
Rs. in Lacs Rs. in Lacs
Profit/(loss) before Interest Depreciation & Taxes 124.83 (373.73)
Less : Financial Cost 100.80 89.48
Less: Depreciation 27.23 28.97
Profit/(loss ) before Tax (3.20) (492.18)
Less/(Add) : Provision for Taxation (Net) (23.84) (62.21)
Profit/(loss ) after Taxation 20.64 (429.97)

2. PERFORMANCE HIGHLIGHT

Your Company produced 6.11 lac kgs. of tea for the year under review as against 6.71lacs kgs. in the previous year and achieved a net turnover of '1234.34 lacs by selling6.19 lac Kgs. of tea as compared to '808.86 lacs by selling 6.80 lac Kgs. of tea in theprevious year. The operation of the Company during the year under review has resulted in aprofit of '124.83 lacs before Interest Depreciation and Taxes as against loss of '373.73lacs in the previous year. Thus your company earned a net profit of '20.64 lacs asagainst net loss of '429.97 lacs in the previous year.

3. DIVIDEND

Your Directors do not recommend any dividend for the year ended 31st March 2021.

4. MODERNIZATION & EXPANSION

The Uprooting and Replanting programme is being carried out in a phased manner. YourCompany has spent ' 44.51 lacs on extension & re-plantation and ' 19.24 lacs on plant& machineries during the year under review.

5. FUTURE PROSPECT

The current season has started with drought and unfavourable climatic condition causinghuge crop loss in the early part of the season. The average price realisaiton till date isalso lower than previous season due to lower domestic and export requirement. There hasbeen steep rise in wages and other cost of inputs which will increase cost of productionextensively and will have adverse impact on smooth running of the tea estate. Your companyis making all efforts to control cost and show improved results.

6. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

e. SHARES WITH DIFFERENTIAL RIGHTS

No equity shares with differential rights were issued during the year under review.

7. CORPORATE GOVERNANCE

As the paid-up Share Capital of the Company is less than Rs. 10 Crores and its Reservesare less than Rs.25 Crore provisions of the Corporate Governance is not applicable toyour Company. However adequate steps have been taken for better corporate governance.

8. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to adopt Corporate Social Responsibility policy and toincur expenditure on it.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered into any contract or arrangement with related partiesreferred in the sub-section(1) of Section 188 of the Companies Act 2013 during the yearunder review

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The Company has not made any loans or investments or given guarantees under Section 186of the Companies Act 2013 during the year under review and hence the said provisions isnot applicable. Details of investments are given in the Notes forming part of financialstatements.

11. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT - 9 is furnished in Annexure -1 and isattached to this Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Associations of thecompany Mrs. Sarita Lohia (DIN : 00436091) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers herself for reappointment.

The company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independent directors as prescribed under theAct.

13. BOARD EVALUATION

Securities Exchange Board of India (SEBI) vide its circular no.SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January 2017 had issued a guidance note on BoardEvaluation which inter alia contains indicative criterion for evaluation of the Board ofDirectors its Committees and the individual members of the Board.

Pursuant to the new Evaluation Framework adopted by the Board the Board adopted aformal mechanism for evaluating its performance and as well as that of its Committees andindividual Directors for the financial year 202021. 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 attendance of the meetings governance issues etc.Separate exercise was carried out to evaluate the performance of individual Directors whowere evaluated on parameters such as attendance contribution at the meetings andotherwise independent judgement safeguarding of minority shareholders interest etc.

The individual Directors performance was also evaluated and the Board was of the viewthat the Directors fulfilled their applicable responsibilities and duties as laid down bythe Listing Regulations and the Companies Act 2013 and at the same time contributed withtheir valuable knowledge experience and expertise to grab the opportunity and counter theadverse challenges faced by the Company during the year

14. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration committee frameda policy for selection and appointment of Directors Senior Management and theirremuneration. The company is having a Nomination and Remuneration committee comprising offollowing directors ;

Name Category Status
Mr. S. K. Chatterjee Non Executive Independent Director Chairman
Mr. Anil Choudhury Non Executive Independent Director Member
Mr. Nirmit Lohia Non Executive Director Member

During the year two meeting of the Nomination and Remuneration Committee was held on24/08/2020 and 12/02/2021.

15. AUDIT COMMITTEE

The company is having an Audit Committee comprising of following directors;

Name Category Status
Mr. S.K.Chatterjee Non Executive Independent Director Chairman
Mr. Anil Choudhury Non Executive Independent Director Member
Mr. Nirmit Lohia Non Executive Director Member

During the year 4 meetings of the Audit Committee was held on 30/06/2020 14/09/202011/11/2020 and 12/02/2021.

16. MEETINGS

The details of the Board Meeting and General Meeting are given in Annexure '2'.

17. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014.

The required details are provided in Annexure '3'annexed to this Report.

18. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014

The required details are provided in Annexure '4' annexed to this Report.

19. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 with respect to DirectorsResponsibility Statement it is hereby confirmed that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgements 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 profit and loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

20. CODE OF CONDUCT

The Company has a Code of Conduct which is applicable to directors and managementpersonnel of the Company. The Company believes in conducting business in accordance withthe highest standards of business ethics and complying with applicable laws rules andregulations.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the directors and management personnel in their business dealings and inparticular on matters relating integrity in the work place in business practices andcomplying with applicable laws etc.

All the directors and management personnel have submitted declaration confirmingcompliance with the code.

21. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act 2013 the Board of Directors ofthe Company has adopted a Risk Management Policy of the Company. The Company managesmonitors and reports on the principal risks and uncertainties that can impact its abilityto achieve its strategic objectives.

The Company has introduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities. This integration is enabled byall three being fully aligned across Group wide Risk Management Internal Control andInternal Audit methodologies and processes.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting illegal or unethical behaviour. The Company has a VigilMechanism and Whistle Blower Policy under which the employees are free to reportviolations of applicable laws and regulations and the Code of Conduct. The reportablematters may be disclosed to the Ethics and Compliance Task Force which operates under thesupervision of the Audit Committee. Employees may also report to the Chairman of the AuditCommittee. During the year under review no employee was denied access to the AuditCommittee.

23. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed.

All the Board of Directors and designated employees have confirmed compliance with theCode.

24. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed. During the year the companyappointed M/s Sanjeev Agarwal & Associates Chartered Accountants Kolkata as anInternal Auditor. The firm is authorized to by the Audit Committee to access the adequacyand compliance of internal control process statutory requirements etc. The AuditCommittee met regularly to review reports submitted by the Internal Auditor. The AuditCommittee upon discussion with Internal Auditor set up applicable control measures for theCompany.

25. SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS

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.

26. MATERIAL CHANGES

There are no material changes and commitments affecting the financial position of thecompany have accured between the date of financial year of the Company and date of thereport. There is no change in the nature of business of the Company.

27. STATUTORY AUDITORS

At the 34th Annual General Meeting of the Company held on 20.09.2017 M/s. B.Nath &Co. Chartered Accountants (Firm Registration No.307057E) were appointed as StatutoryAuditor of the Company to hold office from the conclusion of 34th Annual General Meetingtill the conclusion of 39th Annual General Meeting. They have confirmed that they areeligible to continue as Auditors of the Company.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

28. SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANY

The Company has no Subsidiary. Associate or Joint Venture Company.

29. SECRETARIAL AUDIT

The Company has appointed Mrs. Dipika Jain (ACS 50343) a Practising Company Secretaryto conduct secretarial audit pursuant to Section 204 of the Companies Act 2013. Theirreport in form MR3 is attached to this report as annexure '5'

As regards her observation made in the Secretarial Audit we are to state that thenecessary steps are being taken to comply with the requirements.

30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy Technology Absorption ForeignExchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure'6' and is attached to this report.

31. DEPOSITS

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

32. SOCIAL OBLIGATION

Your Company has taken up and is constantly in touch with the various socio-economicprojects for uplifting standards of living of the people in and around its estate where itoperates.

33. LISTING ARRANGEMENTS

The Equity Shares of the Company are continued to be listed on the Stock ExchangeMumbai (BSE). The Annual Listing Fees of BSE have been paid up to date

34. GENERAL

Your Director further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

35. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Company's activities during the year under review. Your Directors also acknowledgegratefully the shareholders for their support and confidence reposed on your Company.

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