You are here » Home » Companies » Company Overview » Longview Tea Company Ltd

Longview Tea Company Ltd.

BSE: 526568 Sector: Others
NSE: N.A. ISIN Code: INE696E01019
BSE 00:00 | 23 Sep 10.01 0.47
(4.93%)
OPEN

9.07

HIGH

10.01

LOW

9.07

NSE 05:30 | 01 Jan Longview Tea Company Ltd
OPEN 9.07
PREVIOUS CLOSE 9.54
VOLUME 51
52-Week high
52-Week low
P/E 8.14
Mkt Cap.(Rs cr) 3
Buy Price 10.01
Buy Qty 2.00
Sell Price 9.54
Sell Qty 4.00
OPEN 9.07
CLOSE 9.54
VOLUME 51
52-Week high
52-Week low
P/E 8.14
Mkt Cap.(Rs cr) 3
Buy Price 10.01
Buy Qty 2.00
Sell Price 9.54
Sell Qty 4.00

Longview Tea Company Ltd. (LONGVIEWTEA) - Director Report

Company director report

Dear Members

We have pleasure in presenting the Annual Report together with the Financial Statementsof the Company for the year ended 31st March 2019.

Financial Results

The financial performance of the Company is summarized herein below:

(##Rs## in lakhs)

Particulars 31st March 2019 31st March 2018
Profit before Finance Cost Depreciation and Amortization & Tax 5.56 27.03
Less: Finance Cost 0.005 6.31
Depreciation and amortization - -
Profit/ (Loss) before Tax 5.56 20.72
Less: Tax Expense
Current Tax 1.07 30.55
Tax adjustment for earlier year - 0.96
Deferred tax 2.29 (13.19)
Profit for the year 2.20 2.40
Other Comprehensive Income 1.34 (10.41)
Total Comprehensive Income for the year 3.54 (8.01)

Review of Operations

Revenues with other income for financial year ended 31st March 2019 stood at Rs. 80.19lakhs and profit before depreciation and amortization finance cost and tax at Rs.5.56lakhs and profit for the year after tax was Rs. 2.20 lakhs/-.

Dividend

Due to the inadequacy of the profit and to conserve the resources of the Company yourDirectors do not recommend any dividend for the year.

Subsidiaries/Associate Companies

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 Pradip Kumar Daga (DIN:00040692) is retiring by rotation at theensuing Annual General Meeting and being eligible offered himself for re-appointment. TheBoard recommends his re-appointment.

Pursuant to the provisions of the Companies Act 2013 Shri Manoj Kumar Agrawal (DIN:00067194) was appointed as an Independent Non-Executive Director to hold office witheffect from 1.10.2014 for a term of five consecutive years up to 30th September 2019. ShriManoj Kumar Agrawal is eligible for re-appointment as an Independent Non- ExecutiveDirector for a second term of five consecutive years. Pursuant to the provisions of theCompanies Act 2013 and based on the recommendation of the Nomination and RemunerationCommittee his re-appointment is proposed at the ensuing Annual General Meeting.

Pursuant to the provisions of the Companies Act 2013 Smt. Santosh Devi Mall (DIN:07094393) was appointed as an Independent Non-Executive Director to hold office witheffect from 01.04.2015 for a term of five consecutive years up to 31st March 2020. Smt.Santosh Devi Mall is eligible for re-appointment as an Independent Non- Executive Directorfor a second term of five consecutive years. Pursuant to the provisions of the CompaniesAct 2013 and based on the recommendation of the Nomination and Remuneration Committeeher re-appointment is proposed at the ensuing Annual General Meeting.

The brief resume and other details relating to the Directors who are to be appointed/re-appointed as required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (Listing Regulations) are provided in the Notice of the Annual GeneralMeeting forming part of the Annual Report.

Shri Sourabh Agarwal Chief Financial Officer and Smt. Ankita Agarwal CompanySecretary have resigned from the Company w.e.f 15th May 2018.

Based on the recommendation of the Nomination & Remuneration Committee the Boardat its meeting held on 17th May 2018 had approved the appointment of Shri Vikas Joshi asChief Financial Officer (Key Managerial Personnel) & Nikita Puria as Company 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 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 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 five Board meetings were held on 17.05.2018 28.05.2018 13.08.201805.11.2018 and 11.02.2019 in respect of which proper notices were given and theproceedings were duly recorded in the minutes book maintained for the purpose. Theintervening gap between any two consecutive meetings did not exceed the gap prescribed bythe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.The details of attendance of the directors at the Board Meetings duringthe year 2018-2019 is given hereunder:

Name Number of meetings attended
Pradip Kumar Daga 3
Yashwant Kumar Daga 5
Manoj Kumar Agrawal 5
Santosh Devi Mall 5

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 11th February2019 without the attendance of non-independent Directors and members of the management toreview the performance of Non-Independent Directors and the Board as whole. TheIndependent Directors also reviewed the quality content and timeliness of the flow ofinformation between the Management and the Board and its' Committees which is necessary toeffectively and reasonably perform and discharge their dues.

Board Evaluation

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 hasbeen enclosed as part of Board'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 dated May 7 2018 the proviso to Section 139(1) of the Companies Act2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors)Rules 2014 the requirement of ratification of appointment of Auditors by the Members atevery AGM has been done away with. Therefore the Company is not seeking any ratificationof appointment of M/s. V Singhi & Associates Chartered Accountants as the Auditors ofthe Company by 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.

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 2018-19. The Secretarial Audit Reportpursuant to Section 204(1) of the Companies Act 2013 for the financial year ended 31March 2019 is given in Annexure II attached hereto and forms part of this report.

The Secretarial Audit report for the financial year ended 31/03/2019 does not containany reservation qualification or adverse remarks and forms part of the Board's Report.

Cost Audit

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.

Audit Committee

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 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.

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

Risk Management

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

Deposits

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 2018-19.

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 2019 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 sitting fees.

b. Percentage increase in the remuneration of Chief Executive Officer Chief FinancialOfficer Company Secretary in the financial year 2018-19:

Sl. No. Name and Designation Designation % increase in remuneration in the FY 2018-19
1. Shri O.P. Dokania Chief Executive Officer -
2. Shri Sourabh Agrawal Chief Financial Officer* -
3. Smt. Ankita Agarwal Company Secretary* -
4. Nikita Puria Company Secretary# -
5. Shri Vikas Joshi Chief Financial Officer# -

*Shri Sourabh Agarwal Chief Financial Officer and Smt. Ankita Agarwal CompanySecretary have resigned from the Company w.e.f 15th May 2018

# Shri Vikas Joshi Chief Financial Officer and Nikita Puria Company Secretary havebeen appointed w.e.f. 17th May 2018.

c. Percentage increase in the median remuneration of employees in the financial year :Nil

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 increase in salary of employees other than Key Managerial Personnel in the lastfinancial year was 0%. Average increase in the remuneration of Key Managerial Personnelwas Nil.

f. 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) 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 % of Equity Shares held Relative of any director of the Company
Shri Om Prakash Dokania Chief Executive Officer (CEO) Permanent 4821000 CA B. com June 1996 71 Deepak Industries Limited 0.01 Nil
Smt. Ankita Agarwal* Company Secretary & Compliance Officer Permanent CS B. Com8 February 2016 29 Self- Employed Nil Nil
Shri Sourabh Agarwal* Chief Financial Officer (CFO) Permanent B. Com8 Dec 2013 32 Pragati Edible Processing Pvt Ltd Nil Nil

 

Name Designation Nature of Employment Remuneration Received (in Rs.) Qualification Experience (yrs) Date of commencement of employment Age (yrs) Last Employer designation % of Equity Shares held Relative of any director of the Company
Nikita Puria# Company Secretary & Compliance Officer Permanent 370340 CS B. Com May 2018 28 Self- Employed Nil Nil
Shri Vikas Joshi# Chief Financial Officer (CFO) Permanent 421420 B. Com May 2018 48 Mars Plywood Industries Pvt. Ltd. Nil Nil

* Shri Sourabh Agarwal Chief Financial Officer and Smt. Ankita Agarwal CompanySecretary have resigned from the Company w.e.f 15th May 2018

# Shri Vikas Joshi Chief Financial Officer and Nikita Puria Company Secretary havebeen appointed w.e.f 17th May 2018

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

An Extract of the Annual Return in Form MGT-9 as on March 31 2019 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.

Acknowledgement

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
Pradip Kumar Daga Yashwant Kumar Daga
Place: Kolkata Director Director
Dated: 29/05/2019 (DIN : 00040692) (DIN : 00040632)

.