We have pleasure in presenting the Annual Report together with the Financial Statementsof the Company for the year ended 31st March 2022.
The financial performance of the Company is summarized herein below: (Amount in ' '000)
|Particulars ||31st March 2022 ||31st March 2021 |
|Profit before Finance Cost Depreciation and Amortization & Tax ||50994.15 ||(18767.36) |
|Less: Finance Cost ||282.45 ||15.99 |
|Depreciation and amortization ||326.65 ||57.36 |
|Profit/ (Loss) before Tax ||50385.05 ||(18840.71) |
|Less: Tax Expense || || |
|Current Tax ||9280.48 ||- |
|Deferred tax ||776.89 ||3701.68 |
|Mat Credit Entitlement ||2951.56 ||- |
|Profit/(Loss) for the year ||37376.12 ||(15139.03) |
|Other Comprehensive Income ||315.38 ||(31.89) |
|Total Comprehensive Income for the year ||37691.50 ||(15170.92) |
Review of Operations
Revenues with other income for financial year ended 31st March 2022 stood at Rs66855734/- and profit before tax at Rs 50385163/- and profit for the year after taxwas Rs 37376233/-. Your Directors have been periodically reviewing the impact ofCOVID-19 on the Company. Considering the nature of the Company's business operationsimpact on its business operations if any arising from COVID-19 pandemic is not expectedto be significant on relation to the financial statement prepared. The Board and theManagement will continue to closely monitor the situation as it evolves and do its best totake all necessary measures in the interests of all stakeholders of the Company.
Dividend & Reserves
To conserve the resources of the Company no dividend is recommended for the FinancialYear under reference and the Company has not transferred any amount to the General Reserveduring the financial year ended 31st March 2022.
The Company does not have any Subsidiary or Associate Company.
Directors & KMP
The Board consists of non-executive directors including independent directors who havewide and varied experience in different disciplines of corporate functioning.
In terms of Articles of Association of the Company read with section 150 152 of theCompanies Act 2013 Shri
Yashwant Kumar Daga (DIN:00040632) is retiring by rotation at the ensuing AnnualGeneral Meeting and being eligible offered himself for re-appointment. The Boardrecommends his re-appointment to the members of the Company in the ensuing Annual GeneralMeeting.
Based on the recommendation of the Nomination & Remuneration Committee the Boardat its meeting held on December 29 2021 had appointed Shri Bajrang Agarwal (DIN:01017092) and Smt. Hemlata Jhajharia (Din: 09438664) as Independent Directors of theCompany for a term of 5 (five) consecutive years both effective from December 29 2021.The said appointments are subject to approval of Members of the Company.
The brief resume and other details relating to the Directors who are to be appointed/re-appointed as required under the Companies Act 2013 SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) and Secretarial Standardon General Meetings (SS-2) are provided in the Notice of the Annual General Meetingforming part of the Annual Report.
Further designation of Smt. Santosh Devi Mall (Din: 07094393) has changed fromNon-Executive Independent Director to Non-Executive Non-Independent Director w.e.f.December 29 2021
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 under section149(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. Thecomplete policy is available at the website of the Company athttp://longviewtea.org/investor/Nomination%20&%20 Remuneration%20Policy..pdf
Directors' Responsibility Statement
In accordance with the provisions of section 134(5) with respect to Directors'Responsibility Statement the Board hereby confirms and submits that:
(a) in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities;
(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 theprovisions of all applicable laws
and that such systems were adequate and operating effectively.
Number of Board Meetings
During the year six Board meetings were held on 04.06.2021 25.06.2021 04.08.202109.11.2021 29.12.2021 and 19.01.2022 in respect of which proper notices were given andthe proceedings were duly recorded in the minutes book maintained for the purpose. Theintervening gap between any two consecutive meetings did not exceed the gap of 120 days asprescribed by the Companies Act 2013 and SEBI ( Listing Obligations and DisclosureRequirements) Regulations 2015. The details of attendance of the directors at the BoardMeetings during the year 2021-2022 is given hereunder:
|Name ||Number of meetings attended |
|Pradip Kumar Daga ||3 |
|Yashwant Kumar Daga ||6 |
|Manoj Kumar Agrawal ||6 |
|Santosh Devi Mall ||5 |
|Bajrang Agarwal* ||2 |
|Hemlata Jhajharia* ||2 |
* Appointed w.e.f. 29.12.2021
Pursuant to the Provisions of the Companies Act 2013 a separate meeting of theIndependent Directors was held on 19th January 2022 without the attendance ofnon-independent Directors and members of the management to review the performance ofNon-Independent Directors and the Board as whole. The Independent Directors also reviewedthe quality content and timeliness of the flow of information between the Management andthe Board and its' Committees which is necessary to effectively and reasonably perform anddischarge their dues.
Pursuant to the Provisions of the Companies Act 2013 the Board of Directors havecarried out the performance evaluation for the Board Committees of the Board individualDirectors of the Company for the Financial Year ended 31st March 2022.
The Board of Directors expressed their satisfaction with the evaluation process.Performance Evaluation of Independent Directors were done by the entire Board excludingthe Independent Director being evaluated.
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 and Para C D and E of Schedule V of the Listing Regulations are notapplicable to the Company. Thus a report on Corporate Governance does not form part ofthis report.
Pursuant to SEBI Listing Regulations report on Management Discussion and Analysis hasbeen enclosed as part of Board's Report.
Auditors' and their Report
M/s. V Singhi & Associates (Firm Registration No.311017E) Statutory Auditors wereappointed as Statutory Auditor of the Company for a term of five years at the AnnualGeneral Meeting of the Company held on 21st August 2017 to hold office until theconclusion of the Annual General Meeting to be held in the year 2022. M/s. V Singhi &Associates is completing their present term of five years as Statutory Auditors of theCompany at the conclusion of the ensuing Annual General Meeting. They are eligible forre-appointment for a second term of five years as provided under Section 139 of TheCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014. The Board ofDirectors upon the recommendation of the Audit Committee propose their re-appointment forsecond term of five consecutive years as Statutory Auditors of the Company from theconclusion of the forthcoming Annual General Meeting subject to approval of shareholdersof the Company. They have confirmed their eligibility under Section 141 of the Act andthe Rules framed thereunder for their appointment as Statutory Auditors of the Company.Resolution seeking your approval forms part of the Notice convening the AGM.
The Auditors Report does not contain any reservations qualifications or adverseremarks and are self-explanatory. Secretarial Auditor
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 2021-22. The Secretarial Audit Reportpursuant to Section 204(1) of the Companies Act 2013 for the financial year ended 31stMarch 2022 is given in Annexure II attached hereto and forms part of this report.
The Secretarial Audit report for the financial year ended 31st March 2022 does notcontain any reservation qualification or adverse remarks and forms part of the Board'sReport.
The maintenance of cost records as specified by the Central Government undersub-section (1) of section 148 of 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 Shri Pradip Kumar Daga Shri Bajrang Agarwal &Smt. Hemlata Jhajharia as Members. Shri Bajrang Agarwal & Smt. Hemlata Jhajharia wereappointed as members of the Committee on December 29 2021. Smt. Santosh Devi Mall ceasedto be the member of the Committee with effect from December 29 2021. The CompanySecretary is the Secretary of the Committee. During the year there are no instances wherethe Board had not accepted the recommendations of the Audit Committee.
Vigil Mechanism /Whistle Blower Policy
The Company has formulated a Vigil Mechanism / Whistle Blower Policy 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 Vigilance and Ethics Officer or the Chairman ofthe Audit Committee. The details of the vigil mechanism are also available on theCompany's website at http://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 statements of the Company.
Related Parties Transactions
All related party transactions entered during the financial year were in ordinarycourse of business and on arm's length basis. There have been no transactions with therelated parties during the financial year which were in conflict with the interests of theCompany. There have been no materially significant related party transactions between theCompany and the Directors the management or relative except for those disclosed in thefinancial statements. Therefore Form AOC-2 is not applicable. Suitable disclosures asrequired by the Accounting Standard (Ind AS - 24) has been made in the notes to theFinancial Statements.
Change in the Nature of Business
No change has been made in nature of business carried out by the Company during thefinancial year 2021-22. 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 2022 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 as required under theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 is not applicable tothe Company. During the year there was no Foreign exchange earnings and Outgo
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 remuneration of theemployees of the Company for the financial year: None of the Director is being paidremuneration except the sitting fees.
b. Percentage increase in the remuneration of Chief Executive Officer ChiefFinancial Officer Company Secretary in the financial year 2021-2022:
|Sl. No. Name ||Designation ||% increase in remuneration in the FY 2021-22 |
|1. Shri Joydeep Pattanayak ||Chief Executive Officer ||12.05 |
|2. Nikita Puria ||Company Secretary ||28.75 |
|3. Shri Vikas Joshi ||Chief Financial Officer ||32.40 |
d. Percentage increase in the median remuneration of employees in the financialyear : 28.75%
e. Number of permanent employees on the rolls of the Company: 3
f. Average percentile increase already made in the salaries of employees other thanthe managerial 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.
g. The Company affiirms 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) and forming part of this report is given inseparate annexure to this Report.
The said annexure is not being sent along with this Report to the Members of theCompany in line with the provisions of Section 136 of the Companies Act 2013. Any memberinterested in obtaining a copy of the said statement may write to the Company Secretary atthe Registered Office of the Company. The aforesaid annexure is also available forinspection by the Members at the Registered office the Company twenty-one days before the143rd Annual General Meeting and up to the date of the said Annual General Meeting duringbusiness hours on working days.
Further none of the employee was drawing in excess of the limits laid down in Rule 5(2)of the Companies Appointment and Remuneration of Managerial Personnel) Rules 2014 whichneeds to be disclosed in the director report.
Also none of the employees listed in the said Annexure is a relative of any Directorof the Company. None of the employees holds (by himself/herself or along with his/herspouse and dependent children) equity shares of the Company.
Internal Complaint Committee
The Company is committed to provide a safe and conducive work environment to itsemployees. Due to having less than 10 workers Internal Complaint Committee has not beenconstituted under The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Also the Company has not received any complaint under The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 duringthe year.
Extract of the Annual Return
Pursuant to section 92(3) read with Section 134(3) (a) of the Companies Act 2013 theAnnual Return as on March 31 2022 is available on the Company's website athttp://longviewtea.org/investor/Annual%20Return_2022.pdf
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.
| ||For and on behalf of the Board of Directors || |
|Place: Kolkata ||Pradip Kumar Daga ||Yashwant Kumar Daga |
|Dated: 19/04/2022 ||Director ||Director |
| ||(DIN: 00040692) ||(DIN: 00040632) |