We have pleasure in presenting the Annual Report together with the Financial Statementsof the Company for the year ended 31st March 2020.
The financial performance of the Company is summarized herein below: (Amount inRs.'000)
|Particulars || |
31st March 2020
|31st March 2019 |
|Profit before Finance Cost Depreciation and Amortization & Tax ||4192.15 ||556.52 |
|Less: Finance Cost ||0.11 ||0.50 |
|Depreciation and amortization ||- ||- |
|Profit/ (Loss) before Tax ||4192.04 ||556.02 |
|Less: Tax Expense || || |
|Current Tax ||1069.20 ||106.98 |
|Deferred tax ||17.84 ||228.64 |
|Profit for the year ||3105.01 ||220.40 |
|Other Comprehensive Income ||(1110.50) ||134.13 |
|Total Comprehensive Income for the year ||1994.51 ||354.53 |
Review of Operations
Revenues with other income for financial year ended 31st March 2020 stood at Rs.12267766/- and profit before depreciation and amortization finance cost and tax atRs.4192153/- and profit for the year after tax was Rs. 3105006/-.
To preserve the resources of the Company your Directors do not recommend any dividendfor the year.
The Company does not have any Subsidiary or Associate Company.
Directors & KMP
The Boardconsistsofnon-executive directors including independent directors who havewide and varied experience in different disciplines of corporate functioning.
In terms of Articles of Association of the Yashwant Kumar Daga (DIN:00040632) isretiring by rotation at the ensuing Annual General Meeting and being eligible offeredhimself for re-appointment. The Board recommends his re-appointment.
Shri Om Prakash Dokania Chief Executive Officer has resigned from the Company w.e.f31st May 2019. Based on the recommendation of the Nomination & RemunerationCommittee the Board at its meeting 11th November 2019 had approved the appointment ofShriJoydeep Pattanayakas Chief Executive Officer (Key Managerial Personnel) w.e.f. 11thNovember 2019.
Declaration from Independent Directors
All Independent directors have submitted their declaration under section 149(7) of theCompanies Act 2013 that they meet the criteria of Independence as provided undersection149(6) of the Companies Act 2013 and SEBI (LODR) Regulations 2015.
Nomination & Remuneration Policy
The Company pursuant to the provisions of Section 178 of the Companies Act 2013 and interms of Regulation 19(4) of the SEBI Listing Regulations has formulated a policy onNomination and Remuneration for its Directors Key Managerial Personnel and seniormanagement and the said policy was amended from time to time. The detail of the saidpolicy is annexed herewith and marked as Annexure I forming part of this report. The saidpolicy is also available at the website of the Company at www.longviewtea.org.
Directors' Responsibility Statement
In accordance with the provisions of section 134(5) with respect hereby confirms andsubmits that:
(a) in the preparation of the annual accounts the applicable accounting with properexplanation relating to material departures;
(b) the directors have selected such accounting policies and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of the company forthat period;
(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting safeguarding the assets of the company and for preventing and detecting fraudand other
(d) the directors have prepared the annual accounts on a going concern basis; and
(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Number of Board Meetings
During the year four Board meetings were held on 29.05.2019 10.08.2019 11.11.2019 and12.02.2020 in respect of which proper notices were given and the proceedings for thepurpose. The intervening gap between any two consecutive meetingsdid not exceed the gapprescribed by the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The details of attendance of the directors at theBoardMeetings year 2019-2020 is given hereunder: duringthe
|Name ||Number of meetings attended |
|Pradip Kumar Daga ||3 |
|Yashwant Kumar Daga ||4 |
|Manoj Kumar Agrawal ||4 |
|Santosh Devi Mall ||4 |
Pursuant to the Schedule IV of the Companies Act 2013 and Regulation 25 of the ListingRegulations a separate meeting of the Independent Directors was held on 12th February2020 without the attendance of non-independent
Directors and members of the management to review the performance of Non-IndependentDirectors and the Board as whole. The Independent Directors also reviewed the qualitycontent and timeliness of the flow of information between the Management and the Board andits' Committees which is necessary to effectively and reasonably perform and dischargetheir dues.
Pursuant to the Provisions of the Companies Act 2013 and in accordance with the SEBIListing Regulations the Board has carried out an annual evaluation of its ownperformance the directors individually as well as the evaluation of the working of itscommittees. At the meeting of the Board all the relevant factors that were material forevaluating the performance of the committees and of the Board were discussed in detail.The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand non-independent director was carried out by the Independent Directors. The Directorsexpressed their satisfaction with the evaluation process.
Internal Financial Control and their adequacy
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures. The internal auditor monitors and evaluates the efficacyand adequacy of internal control systems in the Company.
Corporate Governance & Management Discussion & Analysis
The Company is having a Paid-up equity share capital not exceeding Rs. 10 crore andNetworth not exceeding Rs. 25 crore and hence as per SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Corporate Governance requirements as specifiedin Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 andPara C D and E of Schedule V of the Listing Regulations are not applicable to theCompany. Thus a report on Corporate Governance does not form part of this report.
Pursuant to SEBI Listing Regulations report on Management Discussion and Analysis ofBoard's Report.
Auditors' and their Report
M/s. V Singhi & Associates Statutory Auditors were appointed as Statutory Auditorof the Company at the Annual General Meeting of the Company held on 21st August 2017 tohold office until the conclusion of the Annual General Meeting to be held in the year2022.
The Members may note that consequent to the changes made in the Companies Act 2013 andthe Companies (Audit and Auditors) Rules 2014 by the Ministry of Corporate Affairs (MCA)vide notification the proviso to Section 139(1) of the Companies Act 2013 read withexplanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules 2014 therequirement of ratification of appointment of Auditors by the Members at every AGM hasbeen done away with. Therefore the Company is not seeking any ratification of appointmentof M/s. V Singhi & Associates Chartered Accountants as the Auditors of the Companyby the Members at the ensuing Annual General Meeting of the Company.
The Auditors Report does not contain any reservations qualifications or adverseremarks and are self-explanatory.
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended theCompany had appointed Drolia & Co. Company Secretaries for conducting the SecretarialAudit of the Company for the financial year 2019-20. The Secretarial Audit Reportpursuant to Section 204(1) of the Companies Act 2013 for the financial year ended 31March 2020 is given in Annexure II attached hereto and forms part of this report.
The Secretarial Audit report for the financial year ended 31/03/2020 does not containany reservation qualification or adverse remarks and forms part of the Board's Report.
The maintenance of cost records as specified by the Central Government undersub-section the Companies Act 2013 is not required by the Company.
The Audit Committee of the Company was constituted by Board. The Committee comprises ofShri Manoj Kumar Agrawal as Chairman Smt. Santosh Devi Mall and Shri Pradip Kumar Daga asMembers. The Company Secretary is the Secretary of the Committee. During the year thereare no instances where the Board had not accepted the recommendations of the AuditCommittee.
Vigil Mechanism /Whistle Blower Policy
The Company has formulated a Vigil Mechanism / Whistle Blower Policy in terms ofSection 177 of the Companies Act 2013 and SEBI (LODR) Regulations 2015 for the directorsand employees to report genuine concerns about instance of any irregularity unethical orimproper practices and/ or misconduct by means of Protected Disclosure to the Vigilanceand Ethics Officer or the Chairman of the Audit Committee. The details of the vigilmechanism are also available on the Company's website athttp://longviewtea.org/investor/Vigil%20Mechanism.pdf
The Board has approved and implemented Risk Management Policy of the Company includingidentification and element of risks. Your Directors periodically reviews and identifiesthe element of risk if any which may threaten the existence of the Company. During theyear no risk existed which may threaten the existence of the Company.
Corporate Social Responsibility
The Company is not falling in any of the criteria provided under the provisions ofSection 135 of the Companies Act 2013 for forming the Corporate Social ResponsibilityCommittee therefore such committee has not been formed by the company and therequirement of clause (o) of sub-section (3) of Section 134 of the said act are notapplicable to the Company
The Company has not accepted any deposit from the Public and as such there are nooutstanding deposits in terms of the Chapter V of the Companies Act 2013 and TheCompanies (Acceptance of Deposits) Rules 2014
Loans Guarantees & Investments
The particulars of loans guarantees and investments have been disclosed in the notesto the financial of the Company.
Related Parties Transactions
All related party transactions entered during the financial year were in ordinarycourse of business length basis. There have been no transactions with the related partiesduring the financial year which were in conflict with the interests of the Company. Therehave been no materially significant related party transactions between the Company and theDirectors the management or relative except for those disclosed in the financialstatements. Therefore Form AOC-2 is not applicable. Suitable disclosures as required bythe Accounting Standard (Ind AS - 24) has been made in the notes to the FinancialStatements.
Change in the Nature of Business
No change has been made in nature of business carried out by the Company during thefinancial year 2019-20.
Material Changes Affecting Financial Position of the Company
No material Changes or commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the Company to which the financialstatements relate i.e. 31st March 2020 and date of Board's Report.
Significant and Material Orders Passed By the Regulators or Courts
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
Conservation of Energy Research and Development Technology Absorptions and ForeignExchange Earnings and Outgo
The Company is in the trading business and has no manufacturing unit. The informationpertaining to conservation of energy technology absorption foreign exchange earnings andoutgo as required under the Companies Act 2013 read with the Companies (Accounts) Rules2014 is not applicable to the Company.
Particulars of Remuneration of Managerial Personnel and Employees and RelatedDisclosure
The information required under section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow.
a. Ratio of remuneration of each director to the median the financial year:
None of the Director is being paid remuneration except the sitting
b. Percentage increase in the remuneration of Chief Executive Secretary in thefinancial year 2019-2020:
|Name and Designation ||Designation ||% increase in remuneration in the FY 2019-20 |
|1. Shri O. P. Dokania * ||Chief Executive Officer* ||-* |
|2. Nikita Puria ||Company Secretary ||23.90 |
|3. Shri Vikas Joshi ||Chief Financial Officer ||13.68 |
|4. Shri Joydeep Pattanayak# ||Chief Executive Officer # ||-# |
*Shri O.P. Dokania Chief Executive Officer has resigned from the Company w.e.f. 31stMay 2019
# Shri Joydeep Pattanayak Chief Executive Officer has been appointed w.e.f. 11thNovember 2019.
c. Percentage increase in the median remuneration of employees in the financialyear : 23.49%
d. Number of permanent employees on the rolls of the Company: 3
e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Nil becausethere are no other employees in the Company other than the key managerial personnel.
f. The Company affirms that remuneration is as per the Remuneration policy of theCompany.
The details as required pursuant to provisions of sub-rule (2) and (3) of Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (includingany amendment and re-enactment thereof) is given below. Further none of the employee wasdrawing in excess of the limits laid down in Rule 5(2) of the Companies
Appointment and Remuneration of Managerial Personnel) Rules 2014 which needs to bedisclosed in the directors report.
Names of the Top Ten Employees in terms of remuneration drawn
|Name ||Designation Nature of Employment ||Remuneration Received (Amount in Rs.'000) ||Qualification Experience (yrs) ||Date of commencement of employment ||Age (yrs) ||Last Employer designation ||% of Equity Shares held ||Relative of any director of the Company |
|Shri Om Prakash Dokania* ||Chief Executive Officer (CEO) Permanent ||737.50 ||CA B. Com 40 ||June 1996 ||72 ||Deepak Industries Limited ||0.01 ||Nil |
|Shri Vikas Joshi ||Chief Financial Officer (CFO) Permanent ||540.01 ||B. Com 20 ||May 2018 ||49 ||Mars Plywood Industries Pvt. Ltd. ||Nil ||Nil |
|Nikita Puria ||Company Secretary & Compliance Officer Permanent ||520.40 ||CS B. Com 6 ||May 2018 ||29 ||Self- Employed ||Nil ||Nil |
|Shri Joydeep Pattanayak# ||Chief Executive Officer (CEO) Permanent ||137.67 ||CMA B.Com 5 ||November 2019 ||34 ||Contransys Pvt Ltd ||Nil ||Nil |
* Shri Om Prakash Dokania has resigned from the post of Chief ExecutiveOfficer of the Company w.e.f 31st May 2019 # Shri JoydeepPattanayak has been appointed as Chief Executive Officer of the Company w.e.f 11thNovember 2019
Internal Complaint Committee ed to provide a safe and conducive work environment toits employees. Due to having committ TheCompanyis less than 10 workers Internal ComplaintCommittee has not been constituted under The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. Also the Company has not received anycomplaint under The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 during the year.
Extract of the Annual Return
An Extract of the Annual Return in Form MGT-9 as on March 31 2020 pursuant to section92(3) of the Companies Act 2013 is annexed herewith and marked as Annexure III formingpart of this Report.
Compliance with Secretarial Standards
The Company has complied with applicable Secretarial Standards issued by the Instituteof Company Secretaries of India.
Your Directors would like to express their sincere appreciation for the assistance andcooperation received from the Members and employees during the year under review.