We have pleasure in presenting the Annual Report together with the Financial Statementsof the Company for the year ended 31st March 2018.
The financial performance of the Company is summarized herein below:
(Rs in lakhs)
|Particulars ||31st March 2018 ||31st March 2017 |
|Profit before Finance Cost Depreciation and Amortization & Tax ||27.03 ||6.12 |
|Less: Finance Cost ||6.31 ||5.98 |
|Depreciation and amortization ||- ||- |
|Profit before Exceptional Items and Tax ||20.72 ||0.14 |
|Exceptional Items ||- ||- |
|Profit before Tax ||20.72 ||0.14 |
|Current tax ||(30.55) ||28.09 |
|Tax adjustment for earlier year ||(0.96) ||- |
|MAT Credit Entitlement ||12.12 ||(28.09) |
|Deferred tax ||1.07 ||(0.68) |
|Profit for the year ||2.40 ||(0.54) |
Review of Operations
Revenues with other income for financial year ended 31st March 2018 stood at ' 151.58lakhs and profit before depreciation and amortization finance cost and tax at ' 27.03and profit for the year after tax was ' 2.40 lakhs/-.
Due to the inadequacy of the profit and to conserve the resources of the Company yourDirectors do not recommend any dividend for the year.
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 andbeing eligible offered himself for re-appointment. Shri Sourabh Agarwal Chief FinancialOfficer and Smt. Ankita Agarwal Company Secretary have resigned from the Company w.e.f15th May 2018.
The Board at its meeting held on 17th May 2018 has approved the appointment of ShriVikas Joshi as Chief Financial Officer (Key Managerial Personnel) & Nikita Puria asCompany Secretary (Key Managerial Personnel) w.e.f. 17th May 2018.
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 Regulation 25 of 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. The detail of the said policy is annexed herewith and marked as Annexure Iforming part of this report. The said policy is also available at the website of theCompany at www. longviewtea.org.
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 standards havebeen followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied them consistentlyand made judgments 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 have taken proper and sufficient care for the maintenance of adequateaccounting records for safeguarding the assets of the company and for preventing anddetecting 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 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 30.05.2017 28.08.2017 13.12.2017 and14.02.2018 in respect of which proper notices were given and the proceedings were dulyrecorded in the minutes book maintained for the purpose. The maximum time gap between twomeetings was less than 120 days as stipulated under SEBI's Listing Obligations andDisclosure Requirements Regulations 2015.The details of attendance of the directors atthe Board Meetings during the year 2017-2018 is given hereunder:
|Name ||Number of meetings attended |
|Pradip Kumar Daga ||2 |
|Yashwant Kumar Daga ||4 |
|Manoj Kumar Agrawal ||4 |
|Santosh Devi Mall ||4 |
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 Chairman was carried out by the Independent Directorstaking into account views of NonExecutive Directors. The Directors expressed theirsatisfaction 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 the accuracy and completeness of the accounting records and thetimely preparation of reliable financial disclosures. The internal auditor monitors andevaluates the efficacy and adequacy of internal control systems in the Company. Thedetails in respect of internal financial control and their adequacy are included in theManagement Discussion & Analysis which forms part of this report.
Corporate Governance & Management Discussion & Analysis
The Company does not fall under the applicability of the Corporate Governance as laidout in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Thusa report on Corporate Governance does not form part of this 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 Statutory Auditors holds office until the conclusionof the Annual General Meeting to be held in the year 2022.
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 2017-18. The Secretarial Audit Reportpursuant to Section 204(1) of the Companies Act 2013 for the financial year ended 31March 2018 is given in Annexure II attached hereto and forms part of this report.
The Secretarial Audit report for the financial year ended 31/03/2018 does not containany reservation qualification or adverse remarks and forms part of the Board's Report.
The Audit Committee of the Company was constituted by Board. The Committee comprised ofShri Manoj Kumar Agrawal as Chairman Smt. Santosh Devi Mall and Shri Yashwant Kumar Dagaas Members. The Company Secretary is the Secretary of the Committee. During the yearthere are no instances where the Board had not accepted the recommendations of the AuditCommittee.
The Company has established a vigil mechanism that enables the directors and employeesto report genuine concerns. The Vigil Mechanism provides for adequate safeguards againstvictimization of employees and Directors to avail of the mechanism and also provide fordirect access to the Chairman/CEO/ Chairman of the Audit Committee in exceptional cases.The details of the vigil mechanism are also available on the Company's website athttp://longviewtea.org/investor/Vigil.pdf.
The Board has approved and implemented Risk Management Policy of the Company includingidentification and element of risks. The Audit Committee has been delegated theresponsibility for monitoring and reviewing risk management assessment and minimizationprocedures and identifying reviewing and mitigating all elements of risk which theCompany may be exposed to.
Corporate Social Responsibility
Due to the non-applicability of the conditions for forming the Corporate SocialResponsibility Committee such committee has not been formed by the company.
The Company has not accepted Deposit from the members or the general Public during theyear. There are no outstanding deposits in terms of Companies (Acceptance of Deposits)Rules 2014.
Loans Guarantees & Investments
The particulars of loans guarantees and investments have been disclosed in thefinancial statements of the Company.
Related Parties Transactions
All related party transactions entered during the year as defined under the CompaniesAct 2013 during the financial year were in ordinary course of business and on arm'slength basis. There have been no transactions with the related parties during thefinancial year which were in conflict with the interests of the Company. There have beenno 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.
Change in the Nature of Business
No change has been made in nature of business carried out by the Company during thefinancial year 2017-18. 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 2018 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 remuneration of the employeesof the Company for the financial year: None of the Director is being paid remunerationexcept the siffing fees.
b. Percentage increase in the remuneration of Chief Executive Officer Chief FinancialOfficer Company Secretary in the financial year:
|Sl. No. ||Name and Designation ||Remuneration for FY 2017-18 ||% increase in remuneration in the FY 2017-18 |
|1. ||Mr. O.P. Dokania (Chief Executive Officer) ||4821000 ||33.36% |
|2. ||Mr. Sourabh Agrawal (Chief Financial Officer)* ||205500 ||- |
|3. ||Ms. Ankita Agarwal (Company Secretary)* ||462000 ||5.30% |
*Shri Sourabh Agarwal Chief Financial Officer and Smt. Ankita Agarwal CompanySecretary have resigned from the Company w.e.f 15th May 2018
c. Percentage increase in the median remuneration of employees in the financial year :5.30%
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:
Average salary increase of employees other than Key Managerial Personnel in the lastfinancial year was 0%. Average increase in the remuneration of Key Managerial Personnelwas 12.89%.
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 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 directors report.
Names of the Top Ten Employees in terms of remuneration drawn
|Name ||Designation Nature of Employment ||Remuneration Received (in Rs.) ||Qualification Experience (yrs) ||Date of commencement of employment ||Age (yrs) ||Last Employer designation ||Relative of any director of the Company |
|Mr. Om Prakash Dokania ||Chief Executive Officer (CEO) Permanent ||4821000 ||CA B. com ||June 1996 ||70 ||Deepak Industries Limited ||Nil |
|Mrs. Ankita Agarwal* ||Company Secretary & Compliance Officer Permanent ||462000 ||CS B. Com ||February 2016 ||28 ||Self- Employed ||Nil |
|Mr. Sourabh Agarwal* ||Chief Financial Officer (CFO) Permanent ||205500 ||B. Com ||Dec 2013 ||31 ||Pragati Edible Processing Pvt. Ltd. ||Nil |
* Shri Sourabh Agarwal Chief Financial Officer and Smt. Ankita Agarwal CompanySecretary have resigned from the Company w.e.f 15th May 2018 Extract of the Annual Return
An Extract of the Annual Return in Form MGT-9 as on March 31 2018 pursuant to section92(3) of the Companies Act 2013 is annexed herewith and marked as Annexure III formingpart of this Report.
Your Directors place on record their appreciation for the overwhelming co-operation andassistance received from investors customers business associates bankers vendors aswell as regulatory and governmental authorities. The Directors also wish to appreciate allthe contribution received from the employees for their diligence and contribution to thegrowth of the Company.
For and on behalf of the Board of Directors
| ||Pradip Kumar Daga ||Yashwant Kumar Daga |
|Place: Kolkata ||Director ||Director |
|Dated: 28/05/2018 ||(DIN : 00040692) ||(DIN : 00040632) |