Peria Karamalai Tea & Produce Company Ltd.
|BSE: 531044||Sector: Agri and agri inputs|
|NSE: PKTEA||ISIN Code: INE431F01018|
|BSE 05:30 | 01 Jan||Peria Karamalai Tea & Produce Company Ltd|
|NSE 00:00 | 02 Dec||255.30||
Peria Karamalai Tea & Produce Company Ltd. (PKTEA) - Director Report
Company director report
Your Directors have pleasure in presenting the 108th Annual Report forthe year ended 31st March 2021.
1. FINANCIAL RESULTS
(Rs. in lakhs)
The financial statements for the year ended 31st
March 2021 have been prepared in accordance with the Indian AccountingStandards (IND AS) notified under Section 133 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014.
During the financial year 2020-21 your Company produced 3294559 kgof made tea as against 3033291 kg of made tea produced in 2019-20.
Price & Sales
Your company's tea realized average price of Rs.156.90/- per kg asagainst Rs.117.66/-per kg realized last year. During the year the Company has made atotal sales realization of Rs. 5679 lakhs compared to Rs. 3139 lakhs last year
Wind Power Generation
During the year under review the Wind Mills generated 2919337 unitsas against 2890449 units generated during the same period last year.
Solar Power Generation
During the year under review the Solar Power generated 4439412 unitsas against 4622832 units generated during the same period last year
3. Impact of COVID-19 Pandemic
The outbreak of COVID-19 pandemic and the resulting lockdown enforcedfrom 23rd March 2020 did not affect the company's regular operations for this financialyear significantly. Tea is our major product and is classified as an essential commodity.
The Company has considered the possible effects that may result fromthe pandemic on the carrying amounts of property plant and equipment investmentsinventories receivables and other current assets. In developing the assumptions relatingto the possible future uncertainties in the global economic conditions because of thispandemic the Company as at the date of approval of these financial results has usedinternal and external information which are relevant in determining the expected futureperformance of the Company. The Company has evaluated its liquidity positionrecoverability of such assets and based on current estimates expects the carrying amountof these assets will be recovered.
The impact of COVID-19 on the Company's financial results may differfrom that estimated as at the date of approval of Director's Report.
4. Material Changes and Commitments if any affecting thefinancial position of the Company
There are no material changes and commitments affecting the financialposition of the Company that have occurred between the end of the financial year 2020-21and the date of the report.
The Board of Directors is pleased to recommend a dividend of Re 1.50/-per share (last year Re.0.50/- per share) for the year ended 31st March 2021 subject tothe approval of the shareholders at the ensuing Annual General Meeting of the Company.Pursuant to the Finance Act 2020 read with the Income-tax Act 1961 the dividend paid ordistributed by a company shall be taxable in the hands of the shareholders w.e.f. April 12020. Accordingly in compliance with the said provisions your Company shall make thepayment of dividend after necessary deduction of tax at source at the prescribed rates.For the prescribed rates for various categories the shareholders are requested to referto the Finance Act 2020 and amendments thereof.
6. Transfer to Reserves
No amount has been transferred to the Reserves during the financialyear 2020-21.
7. Change in the nature of business
The Company has two subsidiaries namely PKT Plantations Ltd andShivphal Vinimay Private Limited.
Policy for determining Material' Subsidiaries
The Company has adopted a Policy on Material Subsidiaries as approvedby the Board. It has been posted on the website of the Company at its weblink:https://www.periatea.com/investors/. More details are given in the Corporate GovernanceReport annexed hereto.
During the year under review there were no changes in the nature ofthe business of the Company as well as its subsidiaries.
8. Share Capital
The Paid up Equity Share Capital of the Company as at 31st March 2021is Rs. 30958790/-. During the year under review your company has neither issued andallotted any fresh equity shares (including ESOP) nor has granted any stock options andsweat equity as on 31st March 2021. None of the Directors of the Company hold instrumentsconvertible into equity shares of the Company.
9. Transfer of Shares and unclaimed dividend to InvestorEducation and Protection Fund
Pursuant to the applicable provisions of the Companies Act 2013 readwith the IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 (theRules') all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears. Further according to the Rules the shares on which dividend has not been paid orclaimed by the shareholders for seven consecutive years or more shall also be transferredto the demat account of the IEPF Authority. Accordingly the Company has transferred theunclaimed and unpaid dividends of Rs. 319954/- for the financial year 2012-13 to IEPFAuthority during the year 2020-21. Further 8983 Corresponding shares were transferred toIEPF Authority as per the requirement of the IEPF rules.
The members who have a claim on above dividends and shares may claimthe same from IEPF Authority by submitting an online application in web Form No. IEPF-5available on the website www. iepf.gov.in and sending a physical copy of the same dulysigned to the Company along with requisite documents enumerated in the Form IEPF-5. Noclaims shall lie against the Company in respect of the dividend / shares so transferred.
10. Annual Return
Pursuant to Section 92(3) read with Section 134(3) of the Act thedraft Annual Return for the year ended 31st March 2021 is available on the website of theCompany at the weblink: https://www.periatea.com/ investors
The final Annual Return shall be uploaded at the same web link afterthe same is filed with the Registrar of Companies/Ministry of Corporate Affairs
11. Number of Meetings of the Board of Directors
The Board meets at regular intervals to discuss and decide onCompany's Business Policy and Strategy apart from other broad business. However incase of a special and urgent business need the Board's approval is taken by passingresolutions through circulation as permitted by law which are confirmed in thesubsequent Board Meeting.
The notice of Board Meeting is given well in advance to all theDirectors. The Agenda of the Board/ Committee Meetings is circulated at least
7 (seven) days prior to the date of the meeting as per Section 173(3)of the Companies Act 2013 read with Secretarial Standard on meeting of the Board ofDirectors (SS-1). The Agenda for the Board and Committee Meetings includes detailed noteson the items to be discussed at the meeting to enable the Directors to take an informeddecision.
The Board met Six (6) times during the financial year
20-21. The detailed information chart showing the date of the meetingsof the Board and its various Committees as well as details of the Directors who attendedthe meeting are given in the Corporate Governance Report forming part of this AnnualReport.
Committees of the Board
During the financial year ended 31 March 2021 the
Company has 4 (four) committees as mentioned below:
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee Details of the Committeesalong with their charters composition and meetings held during the year are given in theCorporate Governance Report forming a part of this Annual Report.
12. Public Deposits
During the financial year 2020-21 the Company has not accepted anydeposits from the public under section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.
Your Company's shares are listed on National Stock Exchange ofIndia Limited and The Calcutta Stock Exchange Limited. The Company has paid the AnnualListing Fees to all the Stock Exchanges for FY 2021-22.
14. Directors' Responsibility Statement
In terms of provision of Section 134(3)(c) and 134(5) of the CompaniesAct 2013 your Director's state that: a. in the preparation of the annual accountsfor the financial year ended 31st March 2021 the applicable accounting standards had beenfollowed along with proper explanation relating to material departures if any; b. thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for that period;
c. the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; d. the directors had prepared the annual accounts on a going concernbasis;
e. the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating f. the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
15. Fraud Reporting
There have been no instances of frauds identified or reported by thestatutory auditors during the course of their audit pursuant to sub-section 12 of section143 of the Companies 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 Company confirming that they meet thecriteria of independence as prescribed both under the Companies Act 2013 and SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015. During the financialyear 2020-
21 all Independent Directors of the Company have registered themselveswith the Independent Directors Databank.
In the opinion of the Board all the Independent
Directors fulfils the conditions specified in the Act with regard tointegrity expertise and experience (including the of the Independent Director and areindependent of the management.
17. Company's Policy relating to Directors appointment payment ofremuneration and other matters provided under Section 178 (3) of the Companies Act 2013
The Board on the recommendation of the Nomination and RemunerationCommittee framed a policy for the selection appointment fixing and revising remunerationof Directors Key Managerial Personnel Senior Management Personnel and employees of theCompany. The Nomination and Remuneration Policy of the Company is annexed herewith as AnnexureA and can also be accessed on the Company's website www.periatea.com.
18. Particulars of loans guarantees or investments made under Section186 of the Companies Act 2013
The loan given guarantee given and investment made by the Companyduring the financial year ended March 31 2021 are within the limits prescribed underSection 186 of the Companies Act 2013. Further the details of loan given investmentsmade guarantees given provided pursuant to Section 186 of the Companies Act
2013 have been given in the notes to the financial statements.
19. Particulars of contracts or arrangements with related parties
During the year under review all transactions with related partiesduring the financial year 2020-21 were in the ordinary course of business and onarm's length basis. Further during the financial year the Company has not enteredinto any contract/ arrangement/ transaction with related parties which could be consideredmaterial in accordance with the Company's policy of Materiality of Related PartyTransactions. Hence no transaction are reported in Form No. AOC-2 in terms of Section 134of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014.
The policy on related party transactions as approved by the Board ofDirectors has been uploaded on the Company's website www.periatea.com.
Further as required by Schedule V of SEBI (LODR) Regulations 2015disclosures of transactions with any person or entity belonging to the promoter/ promotergroup which hold(s) 10% or more shareholding in the Company in the format prescribed inthe relevant Accounting Standards has been made in the relevant Notes to the FinancialStatements.
20. Conservation of energy technology absorption foreign exchangeearnings and outgo
The information on conservation of energy technology absorptionforeign exchange earnings and outgo stipulated under Section 134 (3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as
Annexure B. 21. Risk Management
The specific objectives of the Risk Management
Policy are to ensure that all the current and future material riskexposures of the Company are identified assessed quantified appropriately mitigated andmanaged to establish a framework for the company's risk management process and toensure company wise implementation to ensure systematic and uniform assessment of risksand to enable compliance with appropriate regulations wherever applicable through theadoption of best practices and to assure business growth with financial stability.
Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany. The Company's internal control systems are commensurate with the nature ofits business and the size and complexity of its operations. These are routinely tested andcertified by Statutory and Internal Auditors. Significant audit observations and follow upactions thereon are reported to the Audit Committee.
22. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Guidance Notes issued bySEBI in this regard the Board and Nomination and Remuneration Committee has formulatedcriteria for evaluation of the performance of the Board of Directors its committeesIndependent Directors Non-Independent Directors Chairman CEO and the ManagingDirectors. Based on those criteria performance evaluation has been done. A structuredquestionnaire was prepared after taking into consideration inputs received from theDirectors covering various aspects of the Board's functioning such as adequacy ofthe composition of the Board and its Committees Board culture execution and performanceof specific duties obligations ethics and compliances financial reporting process andmonitoring activities. Performance parameters for the Board as a collective body includedparameters like qualification and diversity of Board members method and criteria forselection of independent directors to ensure independence availability appropriatenessclarity of understanding on risk scenarios faced by the
Company existence sufficiency and appropriateness of policy ondealing with potential conflicts of interest involvement of Board members in longterm strategic planning etc. Based on these criteria the performance of the Boardvarious Board Committees Chairman CEO Managing Director and Individual Directors(including Independent Directors) was found to be satisfactory.
Independent Directors have reviewed the performance of Board Non-Independent Director and Chairman in their separately held meeting without theparticipation of other Non-Independent Directors and members of management. Based on theirreview the Independent Directors hold a unanimous opinion that the Non-IndependentDirectors including the Chairman to the Board are experts with sufficient knowledge intheir respective field of activities.
23. Directors and Key Managerial Personnel
a. Details of Directors retiring by rotation
Mrs. Alka Devi Bangur (DIN: 00012894) Director of the Company retiresby rotation at the ensuing Annual General Meeting and being eligible offers herself forre-appointment. Brief profile of Mrs. Alka Devi Bangur who is to be re-appointed isfurnished in the notice of the ensuing Annual General Meeting as per Regulation 36(3) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and SecretarialStandards 2. The Board of Directors of your Company recommends the re-appointment of Mrs.Alka Devi Bangur at the ensuing Annual General Meeting.
b. Appointment / Reappointment of Directors / Key Managerial Personnel
The Board of Directors has appointed Mr. Gaurav Jalan (DIN 00111070) asan Additional Director in Independent Category with effect from 10th November 2020. Byvirtue of the provisions of Articles of Association and Section 161 of the Companies Act2013 Mr. Gaurav Jalan will vacate office at the ensuing Annual General Meeting (AGM) ofthe Company. Your directors at its meeting held on June 11 2021 have recommended for theapproval of the members towards the appointment of Mr. Gaurav Jalan as an IndependentDirector of the Company not liable to retire by rotation with effect from 10th November2020. Mr. Gaurav Jalan is not disqualified from being appointed as a Director as specifiedin terms of section 164 of the Companies Act 2013. A brief profile of Mr. Gaurav Jalan isappearing in the Notice convening the 108th Annual General Meeting of your Company.
Mr. K Ashokan Chief Financial Officer has resigned from the servicesof the Company with effect from 2nd November 2020. The Board expressed their gratitudeand thanks for the contribution and efforts made by him towards discharging his duties andresponsibilities during his tenure.
The Board of Directors at its meeting held on 10th November 2020approved the appointment of Mr. S. Venugopalakrishnan as Chief Financial Officer of theCompany with effect from 10th November 2020. Mr. Saurav Singhania Company Secretary hasresigned from the services of the Company with effect from 8th July 2021. The Boardexpressed their gratitude and thanks for the contribution and efforts made by him towardsdischarging his duties and responsibilities during his tenure. Apart from the aforesaidappointment/ reappointment of Directors and KMPs there were no other changes in the Board& KMPs.
24. Reports on the performance and financial position of each of thesubsidiaries Associates and Joint Venture Companies included in the ConsolidatedFinancial Statements
The Company has two subsidiaries namely PKT Plantations Ltd andShivphal Vinimay Private Limited. There has been no change in the number of subsidiariesor in the nature of business of the subsidiaries during the year under review. There areno associate companies or joint venture companies within the meaning of Section 2(6) ofthe Companies Act 2013 (the Act').
In accordance with Section 129(3) of the Companies Act 2013 theCompany has prepared a consolidated financial statements of the Company consolidating thefinancial statements of its subsidiary companies which is forming part of the AnnualReport. A statement containing salient features of the financial statements of thesubsidiary companies in Form AOC-1 is also attached to the Consolidated FinancialStatement and forms part of the Annual Report.
Further pursuant to the provisions of Section 136 of the Act thefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited accounts in respect of subsidiaries are available on thewebsite of the Company. Shareholders interested in obtaining a copy of the audited annualaccounts of the subsidiary company or companies may write to the Company
Secretary at the Company's registered office.
25. Details of significant by the Regulators or Courts or Tribunals
During the year under review no significant and material order passedby the Regulators or Courts or Tribunals impacting the going concern status andCompany's operation in future.
26. Adequacy of Internal Financial Controls with reference to thefinancial statements
The Company is having adequate internal financial control which iscommensurate with the nature of its size and business. The Directors have laid downInternal Financial Controls to be followed by the Company and that such Internal FinancialControls are adequate and were operating effectively. The Internal Financial Controlsystems of the Company 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 executedin accordance with management's general and specific authorization.
There are well laid manuals for such general or specific authorization.
2. Systems and procedures exist to ensure that all transactions arerecorded as is necessary to permit preparation of financial statements in conformity withgenerally accepted accounting principles or any other criteria applicable to suchstatements and to maintain accountability for aspects and the timely preparation ofreliable financial information.
3. Access to assets is permitted only in accordance withmanagement's general and specific authorization. No assets of the Company are allowedto be used for personal purposes except in accordance with terms of employment or exceptas permitted.
4. The existing assets of the Company are verified/ checked atreasonable intervals and appropriate differences action is taken with respect to any ifany.
5. Proper systems are in place for prevention and detection of fraudsand errors and for ensuring adherence to the Company's policies.
Based on the above your Board is of the view that adequate internalfinancial controls exist in the Company. Further the certificate from Chief ExecutiveOfficer and Chief Financial Officer in terms of Regulation 17(8) of the SEBI (ListingObligations & Disclosure Requirements) Regulations
2015 provided in this Annual Report also certifies the adequacy ofour Internal Control systems and procedures.
27. Statutory Auditors
The Company's Auditors M/s. Srikishen & Co. CharteredAccountants (FRN: 004009S) who were appointed with your approval at the 103rd AGM for aperiod of five years will complete their present term on conclusion of the ensuing 108thAGM of the Company.
The Company has received letter from M/s Jayaraman & Krishna.Chartered Accountants (FRN: 011185S) giving their consent to act as the Statutory Auditorsof the Company and a certificate stating that their appointment if made would be incompliance with the sections 139 and 141 of the Companies Act 2013 and allied rulesframed thereunder. The Board on the recommendation of the Audit Committee recommendedfor the approval of the Members the appointment of M/s M/s Jayaraman & KrishnaChartered Accountants as the Auditors of the Company for a period of years from theconclusion of the ensuing 108th AGM till the conclusion of the 113th AGM.
28. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors of the Company has appointed M/s Vinod Kothari & CompanyPractising Company Secretaries to undertake the Secretarial Audit of the Company. Thereport of the Secretarial Auditors is annexed herewith as Annexure C which isself-explanatory.
The said Report does not contain any qualifications reservations oradverse remark.
29. Internal Auditors
The Board of Directors at its meeting held on 9th August 2021 hasappointed M/s Kumbhat & Co Chartered Accountant Chennai as Internal Auditor of theCompany for the financial year 2021-22.
Further the Audit Committee considers and reviews the Internal AuditReport submitted by the Internal Auditor on a quarterly basis.
30. Auditors' Report
The notes on financial statements referred to in the Auditors Reportare self- explanatory and do not call for any further comments. The Auditors Report doesnot contain any 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 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is marked as Annexure D which is annexed hereto and forms a part of the BoardReport.
33. Disclosures under Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013
The Company has in place a policy on Sexual Harassment of Women atworkplace in line with the requirements of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. An Internal Complaint Committee hasbeen set up to redress complaints received. All employees (permanent contractualtemporary trainees) are covered under this policy. The Committee has not received anycompliant from any employee during the financial year 2020-21.
34. Whistle Blower Policy/Vigil Mechanism
The Board of Directors of the Company has established a Vigil Mechanismor Whistle Blower Policy for Directors and Employees in terms of Section 177 of theCompanies Act 2013 and SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 to report concerns about unethical behavior wrongful conduct andviolation of company's code of conduct or ethics. The details of which have beengiven in the Corporate Governance Report annexed to this Report and also posted on theCompany's website www.periatea.com.
35. Corporate Social Responsibility (CSR)
The Board has constituted a Corporate Social Responsibility Committeein accordance with section 135 of the Companies Act 2013. The Annual Report on CSRactivities including the details about the development of CSR Policy and initiatives takenby the Company on Corporate Social Responsibility during the year as required by theCompanies (Corporate Social Responsibility Policy) Rules 2014 is given in the AnnexureE to this report. The Corporate Social Responsibility Policy has been posted on thewebsite of the Company www.periatea. com.
36. Management Discussion and Analysis Report
The Management's Discussion and Analysis Report for the year underreview as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of the Annual Report.
37. Corporate Governance
Your Company is committed to observe Good Corporate Governancepractices. The report on Corporate Governance for the financial year ended March 31 2021as per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of this Annual Report and annexed tothis Report. The requisite certificate from Statutory Auditors M/s. Srikishen & CoChartered Accountants confirming compliance with the conditions of corporate governance isattached to this Annual Report.
38. Certificate from CEO/CFO
The CEO/CFO certification pursuant to Regulation 17(8) read withSchedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015for the year under review forms part of this Annual Report.
39. Annual Secretarial Audit under Listing Regulations
In line with the SEBI Circular dated February 08 2019 an AnnualSecretarial Compliance Report confirming compliance of all applicable SEBI RegulationsCirculars and Guidelines by the Company was issued by appointed M/s Vinod Kothari &Company Practicing Company Secretaries and was filed with the Stock Exchanges.
40. Code for prevention of Insider Trading
The Company has adopted a Code of Conduct for prevention of InsiderTrading and Code of Practices and Procedures for fair disclosure of Unpublished PriceSensitive Information' (UPSI) as prescribed in SEBI (Prohibition of Insider Trading)Regulations 2015.
41. Secretarial Standard
The Company complies with all applicable Secretarial Standards.
42. Maintenance of Cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013
The Company has maintained cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013.
The Board express their gratitude to the shareholders customersvendors financial institutions and banks for the support extended by them. The Board alsoappreciation of the hard work and commitment of the employees of the Company at all levelsduring the year.