Your Directors have pleasure in presenting the 106th Annual Report for the year ended31st March 2019.
1. FINANCIAL RESULTS
Rs. in lakhs
|Particulars ||2018-19 ||2017-18 |
|Profit / (Loss) before interest depreciation and tax ||961.48 ||976.13 |
|Less: Interest ||207.84 ||70.59 |
|Profit/(Loss) before depreciation ||753.64 ||905.54 |
|Less: Depreciation ||346.52 ||252.80 |
|Profit/(Loss) before Tax ||407.12 ||652.74 |
|Less: Tax expenses ||113.55 ||25.47 |
|Profit/(Loss) after tax ||293.57 ||627.27 |
|Other Comprehensive Income ||(12.58) ||552.70 |
|Total Comprehensive Income ||280.99 ||1179.97 |
|Appropriations || || |
|Profit/(Loss) after tax ||293.57 ||627.27 |
|Add: Balance brought forward from previous year ||4480.73 ||3890.72 |
|Profit available for appropriation ||4774.30 ||4517.99 |
|Less: Dividend including tax on dividend ||28.01 ||37.26 |
|Balance carried forward to the Balance Sheet ||4746.29 ||4480.73 |
|Earning per equity share: || || |
|Basic ||9.48 ||20.26 |
|Diluted ||9.48 ||20.26 |
The financial statements for the year ended 31st March 2019 have been prepared inaccordance with the Indian Accounting Standards (IND AS) notified under Section 133 of theCompanies Act 2013 read with Companies (Accounts) Rules 2014.
During the financial year 2018-19 your Company produced 3116955 kg of made tea asagainst 3763334 kg of made tea produced in 2017-18.
Price & Sales
Your company's tea realized average price of Rs.126.04/- per kg as againstRs.113.56/-Per kg realized last year. During the year the Company has made a total salesrealization of Rs.3951 lakhs compared to Rs. 4230 lakhs last year.
During the year under review the Wind Mills generated 3242286 units as against3921537 units generated during the same period last year.
The Company had commenced commercial operation of 3 MW Solar Power project situated atKudipatty Village Peraiyur Taluk Madurai District Tamil Nadu on 23rd February 2018.
During the year under review the Solar Power generated 4523652 units as against447228 units generated during the same period last year.
3. Material Changes and Commitments if any affecting the financial position of theCompany
There are no material changes and commitments affecting the financial position of theCompany that have occurred between the end of the financial year 2018-19 and the date ofthe report.
The Board of Directors is pleased to recommend a dividend of Re. 0.75/- per share (lastyear Re.0.75/- per share) for the year ended 31st March 2019 subject to the approval ofthe shareholders at the ensuing Annual General Meeting of the Company.
5. Transfer to Reserves
No amount has been transferred to the Reserves during the financial year 2018-19.
6. Change in the nature of business
During the year under review there were no changes in the nature of the business ofthe Company.
7. Share Capital
The paid up Equity Share Capital of the Company as at 31st March 2019 is Rs.30958790/. During
the year under review your company has neither issued and allotted any fresh equityshares (including ESOP) nor has granted any stock options and sweat equity as on 31stMarch 2019. None of the Directors of the Company hold instruments convertible into equityshares of the Company.
8. Transfer of Shares and unclaimed dividend to Investor Education and Protection Fund
Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ('the Rules') all unpaidor unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Government of India after the completion of seven years. Furtheraccording to the Rules the shares on which dividend has not been paid or claimed by theshareholders for seven consecutive years or more shall also be transferred to the demataccount of the IEPF Authority. Accordingly the Company has transferred the unclaimed andunpaid dividends of Rs. 460251/- for the financial year 2010-11 to IEPF Authority duringthe financial year 2018-19. Further 10110 corresponding shares were transferred to IEPFAuthority as per the requirement of the IEPF rules.
9. Extract of Annual Return
The extract of Annual Return as required under section 134(3)(a) of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 inForm No. MGT-9 is annexed to this Report as Annexure A.
10. Number of Meetings of the Board of Directors
The Board meets at regular intervals to discuss and decide on Company's business Policyand strategy apart from other broad business. However in case of a special and urgentbusiness need the Board's approval is taken by passing resolutions through circulationas permitted by law which are confirmed in the subsequent Board Meeting.
The notice of Board Meeting is given well in advance to all the Directors. The Agendaof the Board/ Committee Meetings is circulated at least 7 (seven) days prior to the dateof the meeting as per Section 173(3) of the Companies Act 2013 read with SecretarialStandard on meeting of the Board of Directors (SS-1). The Agenda for the Board andCommittee Meetings includes detailed notes on the items to be discussed at the meeting toenable the Directors to take an informed decision.
The detailed information chart showing the date of the meeting of the Board and itsvarious Committees as well as details of the Directors who attended the meeting are givenin the Corporate Governance Report forming part of this Annual Report.
11. Committees of the Board
During the financial year ended 31 March 2019 the Company has 4 (four) committees asmentioned below:
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee
Details of the Committees along with their charters composition and meetings heldduring the year are given in the Corporate Governance Report forming a part of this AnnualReport.
12. Public Deposits
During the financial year 2018-19 the Company has not accepted any deposits from thepublic under section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.
Your Company's shares are listed on National Stock Exchange of India Limited and TheCalcutta Stock Exchange Limited. The Company has paid the Annual Listing Fees to all theStock Exchanges for FY 2019-20.
14. Directors' Responsibility Statement
In terms of provision of Section 134(3)(C) and 134(5) of the Companies Act 2013 yourDirector's state that:
a. in the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;
b. the directors had 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 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;
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 provisions ofall applicable laws and that such systems were adequate and operating effectively.
15. Fraud Reporting
There have been no instances of frauds identified or reported by the statutory auditorsduring the course of their audit pursuant to sub - section 12 of section 143 of theCompanies Act 2013 and as per Companies (Amendment) Act 2015.
16. Declaration by Independent Directors
The Company has received declarations from all the independent directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations2015.
17. Company's Policy relating to Directors appointment payment of remuneration andother matters provided under Section 178 (3) of the Companies Act 2013
The Board on the recommendation of the Nomination and Remuneration Committee framed apolicy for the selection appointment fixing and revising remuneration of Directors KeyManagerial Personnel Senior Management Personnel and employees of the Company. TheNomination and Remuneration Policy of the Company is annexed herewith as Annexure B andcan also be accessed on the Company's website www.periatea.com.
18. Particulars of loans guarantees or investments made under Section 186 of theCompanies Act 2013
The loan given guarantee given and investment made by the Company during the financialyear
ended March 312019 are within the limits prescribed under Section 186 of the Act.Further the details of loan given investments made guarantees given and securitiesprovided pursuant to Section 186 of the Companies Act 2013 have been given in the notesto the financial statements.
19. Particulars of contracts or arrangements with related parties
During the year under review all transactions with related parties during thefinancial year 2018-19 were in the ordinary course of business and on arm's length price.Further during the Financial Year the Company has not entered into any contract/arrangement/ transaction with related parties which could be considered material inaccordance with the Company's policy of Materiality of Related Party Transactions. Henceno transaction are reported in Form No. AOC-2 in terms of Section 134 of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014.
The policy on related party transactions as approved by the Board of Directors has beenuploaded on the Company's website www.periatea.com. Further suitable disclosure asrequired by the Accounting Standards has been made in the Notes to the FinancialStatements.
20. Conservation of energy technology absorption foreign exchange earnings and outgo
The information on conservation of energy technology absorption foreign exchangeearnings and outgo stipulated under Section 134 (3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure C.
21. Risk Management
The Company has in place mechanism to identify assess monitor and mitigate variousrisks that may impact key business objectives of your Company.
The specific objectives of the Risk Management Policy are to ensure that all thecurrent and future material risk exposures of the Company are identified assessedquantified appropriately mitigated and managed to establish a framework for thecompany's risk management process and to ensure companywise implementation to ensuresystematic and uniform assessment of risks and to enable compliance with appropriateregulations wherever applicable through the adoption of best practices and to assurebusiness growth with financial stability.
Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuous basis. These are discussed at the meetings ofthe Audit Committee and the Board of Directors of the Company. The Company's internalcontrol systems are commensurate with the nature of its business and the size andcomplexity of its operations. These are routinely tested and certified by Statutory andInternal Auditors. Significant audit observations and follow up actions thereon arereported to the Audit Committee.
22. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Guidance Notes issued by SEBI in thisregard the Board and Nomination and Remuneration Committee has formulated criteria forevaluation of the performance of the Board of Directors its committees IndependentDirectors Non-Independent Directors Chairman CEO and the Managing Directors. Based onthose criteria performance evaluation has been done.
A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations ethics and compliances financial reportingprocess and monitoring activities.
Performance parameters for the Board as a collective body included parameters likequalification and diversity of Board members method and criteria for selection ofindependent directors to ensure independence availability appropriateness clarity ofunderstanding on risk scenarios faced by the Company existence sufficiency andappropriateness of policy on dealing with potential conflicts of interest involvement ofBoard members in long -term strategic planning etc. Based on these criteria theperformance of the Board various Board Committees Chairman CEO Managing Director andIndividual Directors (including Independent Directors) was found to be satisfactory.
Independent Directors have reviewed the performance of Board Non- Independent Directorand Chairman in their separately held meeting without the participation of otherNon-Independent Directors and members of management. Based on their review theIndependent Directors hold an unanimous opinion that the NonIndependent Directorsincluding the Chairman to the Board are experts with sufficient knowledge in theirrespective field of activities.
23. Directors and Key Managerial Personnel
a. Details of Directors retiring by rotation
Mr. Shreeyash Bangur (DIN: 00012825) Director of the Company retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.Brief profile of Mr. Shreeyash Bangur who is to be re-appointed is furnished in thenotice of the ensuing Annual General Meeting as per Regulation 36(3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Secretarial Standards 2.The Board of Directors of your Company recommends the re-appointment of Mr. ShreeyashBangur at the ensuing Annual General Meeting.
b. Appointment/Reappointment of Directors
Mr. Ashok Kumar Bhargava (DIN: 00640248) appointed as Additional Director of theCompany with effect from 8th May 2018. The Shareholders at the Annual General Meeting ofthe Company held on 14th September 2018 confirmed his appointment as a Director of theCompany.
Pursuant to the provisions of the Companies Act 2013 (the Act) and Clause49 of the erstwhile Listing Agreement Mr. Harischandra Maneklal Parekh (DIN: 00026530)
Mr. Narasimhan Swaminathan (DIN:02743671) and Mr. Pudugramam Ramachandran Ramakrishnan(DIN: 02715749) were appointed as Independent Non-Executive Directors to hold office forfive consecutive years for a term up to 21st September 2019 by the Members of the Companyin the 101st Annual General Meeting held on 22nd September 2014. The above mentionedDirectors are eligible for reappointment as Independent Directors for a second term offive consecutive years. Pursuant to the provisions of the Act and the SEBI ListingRegulations based on the recommendation of the Nomination and Remuneration Committee theBoard recommends for the approval of the Members through Special Resolution at the ensuingAnnual General Meeting reappointment of Mr. Harischandra Maneklal Parekh Mr. NarasimhanSwaminathan and
Mr. Pudugramam Ramachandran Ramakrishnan as Independent Directors for further period of5 (five) consecutive years from 22nd September 2019 upto 21st September 2024. Details ofDirectors as required under Regulation 36 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Secretarial Standard - 2 for the directors who are tobe reappointed at the ensuing general meeting has been provided in the ExplanatoryStatement to the Notice of the ensuing AGM. None of the above mentioned Directors aredisqualified under the provisions of Section 164(2)(a) & (b) of the Act.
The above proposal for re-appointment forms part of the Notice of the 106th AnnualGeneral Meeting.
c. Appointment / Resignation of Key Management Personnel
During the year under review no Key Management Personnel was appointed or has resignedduring the financial year 2018-19.
24. Reports on the performance and financial position of each of the subsidiariesAssociates and Joint Venture Companies included in the Consolidated Financial Statements
The Company has two subsidiaries namely PKT Plantations Ltd and Shivphal VinimayPrivate Limited.
There has been no change in the number of subsidiaries or in the nature of business ofthe subsidiaries during the year under review. There are no associate companies or jointventure companies within the meaning of Section 2(6) of the Companies Act 2013 ('theAct').
In accordance with Section 129(3) of the Companies Act 2013 the Company has prepareda consolidated financial statement of the Company consolidating its subsidiary companieswhich is forming part of the Annual Report. A statement containing salient features of thefinancial statements of the subsidiary companies in Form AOC-1 is also attached to theConsolidated Financial Statement and forms part of the Annual Report.
Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited accounts in respect of subsidiaries are available on the website of the
Company. Shareholders interested in obtaining a copy of the audited annual accounts ofthe subsidiary company or companies may write to the Company Secretary at the Company'sregistered office.
25. Details of significant and material orders passed by the Regulators or Courts orTribunals
During the year under review no significant and material order passed by theRegulators or Courts or Tribunals impacting the going concern status and Company'soperation in future.
26. Adequacy of Internal Financial Controls with reference to the financial statements
The Company is having adequate internal financial control which is commensurate withthe nature of its size and business. The Directors have laid down Internal FinancialControls to be followed by the Company and that such Internal Financial Controls areadequate and were operating effectively. The Internal Financial Control systems of theCompany are monitored and evaluated and reviewed by the Audit Committee.
Your Board confirms the following:
1. Systems have been laid to ensure that all transactions are executed in accordancewith management's general and specific authorization. There are well laid manuals for suchgeneral or specific authorization.
2. Systems and procedures exist to ensure that all transactions are recorded as isnecessary to permit preparation of financial statements in conformity with generallyaccepted accounting principles or any other criteria applicable to such statements and tomaintain accountability for aspects and the timely preparation of reliable financialinformation.
3. Access to assets is permitted only in accordance with management's general andspecific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted.
4. The existing assets of the Company are verified/ checked at reasonable intervals andappropriate action is taken with respect to any differences if any.
5. Proper systems are in place for prevention and detection of frauds and errors andfor ensuring adherence to the Company's policies.
Based on the above your Board is of the view that adequate internal financial controlsexist in the Company. Further the certificate from Chief Executive Officer and ChiefFinancial Officer in terms of Regulation 17(8) of the SEBI Listing Regulations providedin this Annual Report also certifies the adequacy of our Internal Control systems andprocedures.
27. Statutory Auditors
M/s. Srikishen& Co. Chartered Accountants have been appointed as the StatutoryAuditors of the Company for a period of 5 (five) years from the conclusion of the 103rdAnnual General Meeting till the conclusion of the 108th Annual General Meeting. Theconsent have been received from the Statutory Auditors of the Company towards ratificationof their appointment for the Financial Year 2019- 20.
The Board now recommends the appointment of M/s. Srikishen& Co. for ratification bythe shareholders at the ensuing Annual General Meeting of the Company.
28. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed M/s Vinod Kothari & Company Company Secretaries toundertake the Secretarial Audit of the Company. The report of the Secretarial Auditors inannexed herewith as Annexure D which is self-explanatory. The said Report does notcontain any qualifications reservations or adverse remark.
29. Internal Auditors
The Board of Directors at its meeting held on 20th May 2019 has appointed ShriK.N.Narayanan (having membership No.22965) Chartered Accountant Chennai as InternalAuditor of the Company for the financial year 2019-20. Further the Audit Committeeconsiders and reviews the Internal Audit Report submitted by the Internal Auditor on aquarterly basis.
30. Auditors' Report
The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not containany qualifications reservations or adverse remarks.
31. Industrial Relations
The relation between management and labour was cordial during the year.
32. Particulars of employees
Disclosure pursuant to Section 197 (12) of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is markedas Annexure E which is annexed hereto and forms a part of the Board Report.
33. Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has in place policy on Sexual Harassment of Women at workplace in line withthe requirements of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Complaint Committee has been set up to redresscomplaints received. All employees (permanent contractual temporary trainees) arecovered under this policy. The Committee has not received any compliant from any employeeduring the financial year 2018-19.
34. Whistle Blower Policy/Vigil Mechanism
The Board of Directors of the Company has established a Vigil Mechanism or WhistleBlower Policy for directors and employees in terms of Section 177 of the Companies Act2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 toreport concerns about unethical behavior wrongful conduct and violation of company's codeof conduct or ethics. The details of which have been given in the Corporate GovernanceReport annexed to this Report and also posted on the Company's website www.periatea.com.
35. Corporate Social Responsibility (CSR)
The Board has constituted a Corporate Social Responsibility Committee in accordancewith section 135 of the Companies Act 2013. The Annual Report on CSR activities includingthe details about the development of CSR Policy and initiatives taken by the Company onCorporate Social Responsibility during the year as required by the Companies (CorporateSocial Responsibility Policy) Rules 2014 is given in the Annexure F to thisreport. The Corporate Social Responsibility Policy has been posted on the website of theCompany www. periatea.com.
36. Management Discussion and Analysis Report
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of the Annual Report.
37. Corporate Governance
Your Company is committed to observe good Corporate Governance practices. The report onCorporate Governance for the financial year ended March 31 2019 as per Regulation 34(3)read with Schedule V of the Listing Regulations forms part of this Annual Report andannexed to this Report. The requisite certificate from Statutory Auditors M/s. Srikishen& Co Chartered Accountants confirming compliance with the conditions of corporategovernance is attached to this Report on Corporate Governance.
38. Certificate from CEO/CFO
The CEO/CFO certification pursuant to Regulation 17(8) read with Schedule II of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 for the year underreview forms part of this Annual Report.
39. Code for prevention of Insider Trading
During the year under review the Board of Directors of the Company has revised theexisting Code of Conduct for prevention of Insider Trading and Code of Practices andProcedures for fair disclosure of Unpublished Price Sensitive Information' (UPSI) in viewto make it in line with the amended provisions of the SEBI (Prohibition of InsiderTrading) Regulations 2015.
40. Secretarial Standard
The Company complies with all applicable Secretarial Standards.
41. Maintenance of Cost records as specified by the Central Government undersub-section (1) of section 148 of the Companies Act 2013
The Company has maintained cost records as specified by the Central Government undersubsection (1) of section 148 of the Companies Act 2013.
The Board express their gratitude to the shareholders customers vendors financialinstitutions and banks for the support extended by them. The Board also appreciation ofthe hard work and commitment of the employees of the Company at all levels during theyear.
| ||For and on behalf of the Board |
| ||L.N. Bangur |
|Kolkata ||Chairman |
|20th May 2019. ||(DIN 00012617) |