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Rossell India Ltd.

BSE: 533168 Sector: Agri and agri inputs
NSE: ROSSELLIND ISIN Code: INE847C01020
BSE 14:08 | 26 May 167.05 -5.05
(-2.93%)
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165.90

HIGH

172.25

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NSE 13:59 | 26 May 166.90 -4.30
(-2.51%)
OPEN

172.50

HIGH

172.50

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OPEN 165.90
PREVIOUS CLOSE 172.10
VOLUME 5542
52-Week high 226.25
52-Week low 112.95
P/E 46.15
Mkt Cap.(Rs cr) 613
Buy Price 166.55
Buy Qty 20.00
Sell Price 167.10
Sell Qty 55.00
OPEN 165.90
CLOSE 172.10
VOLUME 5542
52-Week high 226.25
52-Week low 112.95
P/E 46.15
Mkt Cap.(Rs cr) 613
Buy Price 166.55
Buy Qty 20.00
Sell Price 167.10
Sell Qty 55.00

Rossell India Ltd. (ROSSELLIND) - Director Report

Company director report

For The Financial Year Ended 31st March 2021

Dear Members

Your Directors have pleasure in presenting their Twenty Seventh Annual Report togetherwith the Audited Accounts for the year ended 31st March 2021.

Financial Summary Highlights

Rs.in Lakhs

Year ended 31st March 2021

Year ended 31st March 2020

Total Income

32428.40

31898.87

Profit before finance cost and Depreciation

7045.08

5074.07

Less : Finance Cost

1643.79

1077.87

Profit before Depreciation

5401.29

3996.20

Less : Depreciation

1193.32

904.15

Profit before Exceptional Items

4207.97

3092.05

Exceptional Items

112.21

32.96

Profit before Taxation

4095.76

3059.09

Less : Provision for current Taxation

370.00

550.00

Deferred Taxation adjustment

434.61

654.28

Profit After Taxation

3291.15

1854.81

Other Comprehensive Income (Net of Tax)

(217.57)

(181.65)

Total Comprehensive Income

3073.58

1673.76

 

Share Capital

The issued subscribed and paid up share capital of the Company as on 31st March 2021was at Rs. 733.93 lakh divided into 36696475 Equity Shares of Rs. 2 each. During theyear under review the Company has not issued any shares with differential voting rightsemployee stock options and sweat equity shares.

Appropriation Of Profit After Tax For Transfer To Reserves

During the Financial Year 2020-2021 an amount of Rs. 3000.00 lakhs was separatelytransferred to General Reserve in terms of the first proviso to section 123(1) of theCompanies Act 2013 and a sum of Rs. 73.58 lakhs was kept as retained earnings.

Dividend

Your Directors are pleased to recommend to the Members for their approval a dividendof Re. 0.30 per Equity Share of Rs. 2 each (i.e.15% on the paid up capital) in the Companyfor the year ended 31st March 2021.

The State Of Company's Affairs

Revenue

The gross revenue of your Company including sale of Tea Black Pepper AvionicsEquipment as well as Receipt for Technical and Support Services have gone up to Rs.32228.31 lakhs from Rs. 30931.38 lakhs for the previous financial year an increase by4.19%.

Performance Rossell Tea

The Directors' view with immense satisfaction the performance of Rossell Tea Divisionfor the financial year 2020-21 despite the lockdown announced from 24th March whichlasted in Assam till the 14th April 2020 and did impact the production in the months fromApril to June 2020. The Division was still able to produce the 4th highest crop ever. Highquality Orthodox and CTC compliant teas were outturned. Thus "Rossell Tea"clearly remains the benchmark for the Industry in both the categories for itscustomers in the domestic and global markets.

Our Tea production inclusive of Bought Leaf during the financial year was 54.85 lakhkilograms. This was 7.60% lower than the previous year's production of 59.36 lakh kilograms which incidentally was therecord production for the Company. Own crop was 51.80 lakh kilograms this year vis-a-vis57.29 lakh kilograms last year recording a drop of 9.57%. The last 5 years Production isgiven in the Chart below:

Both the CTC and Orthodox categories opened firm in the beginning of the year howeverthe Orthodox prices dropped during the peak period due to sanctions imposed by USA onIran. The CTC prices were very firm from May till about September due to the vast deficitin the production there after the prices started dipping once larger arrivals startedcoming in to the auctions.

The Orthodox market remained subdued not only due to the sanctions on Iran but alsodue to the Global trade being impacted owing to the Pandemic. A number of producersshifted to CTC production due to the high CTC prices in the Domestic market. This isprobably the 1st time that the CTC prices have outstripped the Orthodox prices by a largemargin. We too curtailed our Orthodox production and made more CTC at our Estates forbetter Value. Orthodox production was 28.13 lakh kilograms as compared to 35.66 lakhkilograms in the previous year. CTC production was 26.72 lakh kilograms as compared to23.70 lakh kilograms.

Our Orthodox sale averages were Rs. 274.35 per kilogram as against Rs. 241.24 perkilogram in the previous year and in the CTC category Rs 286.63 per kilograms as againstRs. 230.95 per kilogram in the previous financial year. The last 5 years composite averagePrice Realization is given in the Chart below:

In both the categories of Tea our averages were significantly higher than the Industryaverages for Assam estates which were around Rs. 261 for Orthodox and around Rs. 225 forCTC.

Exports during the financial year was 9.48 lakh kilograms as against 10.56 lakhkilograms in the previous year. Exports were lower due to the global trade being affectedowing to the Pandemic and also owing to no exports to Iran on account of the sanctionsimposed by the USA.

Our product-mix allowed us to realize the best possible value for our teas. Improvedproductivities and efficiency and high prices ensured that we were able to obviate theloss on account of the unprecedented crop deficit and increase in fuel costs and otherinputs including fertilizer and chemicals.

The Income of the Division has increased from Rs. 14658.84 lakhs to Rs. 15804.85lakhs the highest ever for the Division recording an increase of 7.82%. This is also the1st time that the Division has recorded a turnover in excess of Rs. 150 crores.

Aviation Products and Services

Rossell Techsys Division contributed to over 50% of the Company's turnover in thisfinancial year and recorded a marginal increase in growth. This was because of two majorexperiences -the issues faced by Boeing the Division's premier customer and the globalPandemic. The impact seen was slow down in deliveries delays in sourcing decisions andchanges in sourcing strategy. Nevertheless the Division maintained steady revenue steadyorder intake and has posted a reasonable Profit. The Division stood out in thesechallenging times when most entities reported steep declines in revenue andprofitability. It maintained its high credibility and brand image even in thesechallenging times. More than 20000 manufactured parts were delivered in the yearmaintaining consistently high standards of quality.

Aerotech Service product support business commenced its operations in 2006 as aseparate Division and successfully executed various service agreements with foreignOriginal Equipment Manufacturers (OEMs) over the years. All such agreements have sinceexpired by 31st March 2021 and have not been renewed any further. Accordingly yourDirectors at its Meeting held on 11th March 2021 decided to discontinue the operationsof Aerotech Services Division of the Company with effect from 1st April 2021.

Prospects Rossell Tea

The year 2021 is turning out to be more challenging than the year gone by. Theinclement weather conditions prevalent in Assam and the devastating 2nd wave of thecovid-19 Pandemic being witnessed since April has effected everyone's lives and livelihoodto a great extent. All sectors of the Economy have been impacted with lockdowns andcurfews imposed in almost all parts of the country. This time around the cases haveincreased in the Tea estates too and there has been some mortality as well.

The adverse weather conditions which started off with prolonged drought was followedby thunder storms/hail storms and thereafter long spells of excessive rainfall coupledwith overcast skies and low temperatures. The Indian crop to end April is higher by 60million kgs from that of 2020 but lower by 15 million kgs from that of crop in the year2019 with South India actually being 19 million kgs more and North India being 34 millionkgs lower.

The Sri Lankan crop harvest has been good and the country is 30 million kgs ahead fromthe 2020 figures till end April. Kenya has had a reasonably good start and is just 18million kgs lower than the 2020 bumper crop to end March.

The Orthodox market so far has been a little subdued as there is still no clarity onthe payment mechanism for export to Iran. Demand however is strong at lower levels.Hopefully with improved 2nd flush quality coming in the levels will move up.

Owing to the crop shortage in North India and Assam in particular the CTC marketstarted on a very buoyant note and continues to be so particularly for better qualityproduce like that of Our Company.

Your Company has the flexibility to switch production between CTC and Orthodoxdepending on market conditions and this is being done to maximize Revenue.

In spite of Domestic Market opening at much higher levels particularly for the CTCproduce all out efforts are being made by the Rossell Team to retain the existingoverseas customers at UK Germany UAE USA etc. developed over many years and toincrease exports wherever possible.

High Quality Tea consuming countries like Iran Germany UK Japan etc. also saw asurge in the spread of Virus and uncertainties and loss of out of home consumption. Butthe demand for quality reliable produce went up at these destinations owing to perceivedhealth benefits. Rossell Team utilized the opportunity and bagged contracts from certainbuyers at much higher levels than previous year. And currently selling to Germany atattractive levels. Strong enquiry from Iran is there but unless there is more clarity onthe payments we shall not be doing direct exports.

Owing to Covid -19 the INR has become weaker as compared to hard currencies whichaugurs well for our export earnings. The RODTEP scheme which has replaced the MEIS schemefor Tea has still not been announced the same is expected in the next couple of weeks.

With the substantial increase in the wages from 22nd February 2021 and cost of otherinputs like fuels chemicals fertilizers etc. the cost structure of tea companies hasgone up substantially during the last two/three years. Whilst many Tea companies haverecorded losses during the financial year Your Company has recorded a good profits andshall continue to be the Benchmark in the Industry.

Aviation Products and Services

Rossell Techsys Division continues to receive opportunities in the competition route.Many of these RFP's indicate diverse interests in Electrical Wiring and InterconnectSystems Complex Consoles Box Builds Automatic Test Equipment (ATE's) and ElectricalPanel Assemblies. It has received multiple RFPs from various divisions of Boeing LockheedMartin Honeywell and BLAGSS. Notwithstanding the impact of COVID-19 in this financialyear the long-term outlook for the Division in the years ahead remains bright.

Change in Nature of Business

During the year there has been no change in any business and all the Divisions of theCompany continue to concentrate on their own business with growth plans in short to mediumterms. Aerotech Services Division of the Company has discontinued its operation and closedon and from 1st April 2021. After the closure of Aerotech Services Division the Companyhas now two main Business Segments as under:

a) Rossell Tea - Cultivation Manufacture and Sale of Tea

b) Rossell Techsys- Engineering and Manufacturing in Aerospace and Defense

Sale and Disposal of Bokakhat Tea Estate

Your Directors in their Meeting held on 11th March 2021 decided to sale and dispose ofits smallest Tea Estate Bokakhat Tea Estate situated at Dist. Golaghat Assam as a goingconcern on and from 1st April 2021. An Agreement for such sale was signed with DhansiriTea Pvt. Ltd. Jorhat Assam on 12th March 2021. The full consideration was received on5th April 2021 and sale concluded in all respect for a consideration of Rs. 1969.25lakhs. Thus the Company is now having 6 (Six) Tea Estates all located in Assam andintends to acquire bigger Tea Estates for further growth of Rossell Tea Division of theCompany.

Directors and Key Managerial Personnel

Mr. H. M. Gupta Executive Chairman retires in the ensuing Annual General Meeting andbeing eligible offer himself for re-appointment. Earlier the Board at its Meeting heldon 8th February 2021 has re-appointed Mr. H. M. Gupta (DIN: 00065973) as the ManagingDirector of the Company designated as Executive Chairman upon the recommendation of theNomination and Remuneration Committee as well as the Audit Committee of the Board for afurther period of 3 years i.e. from 1st April 2021 to 31st March 2024 subject toapproval of the members at the ensuing Annual General Meeting.

The Board at its Meeting held on 8th February 2021 has also re-appointed Mr. R. M.Gupta (DIN: 05259454) as Whole Time Director of the Company upon recommendation of theNomination and Remuneration Committee as well as Audit Committee of the Board for afurther period of 3 years i.e. from 9th February 2021 to 8th February 2024 subject toapproval of the members at the ensuing Annual General Meeting.

Accordingly re-appointment of Mr. H. M. Gupta as the Managing Director designated asExecutive Chairman of the Company and Mr. R. M. Gupta as Whole Time Director of theCompany have been included as Special Businesses in the Notice calling the 27th AnnualGeneral Meeting of the Company.

The re-appointment of Mr. N. K. Khurana (DIN: 00123297) as Whole Time Directordesignated as Director (Finance) and Company Secretary of the Company made on 29th June2020 by the Board on recommendation of the Nomination and Remuneration Committee wasapproved by the Members of the Company in the 26th Annual General Meeting held on 23rdSeptember 2020.

The detailed composition of the Board of Directors has been provided in the CorporateGovernance Report enclosed as Annexure -1 to this report.

The following persons continued as Key Managerial Personnel of the Company incompliance with the provisions of Section 203 of the The Act:

a) Mr. H. M. Gupta -Managing Director - Chief Executive Officer (CEO)

b) Mr. N. K. Khurana - Director (Finance) - Chief Financial Officer-cum- CompanySecretary (CFO cum CS)

c) Mr. R. M. Gupta - Whole Time Director

Remuneration and other details of the Key Managerial Personnel for the Financial Yearended 31st March 2021 are mentioned in the Annual Return of the Company in theprescribed format which is available on the website of the Company athttps://www.rossellindia.com/investor-information/.Criteria for determiningQualifications Positive Attributes Independence and Other Matters concerning a Director

In terms of the provisions of clause (e) of section 134(3) read with Section 178(3) ofthe Act the Nomination and Remuneration Committee while appointing a Director take intoaccount the following criteria for determining qualifications positive attributes andindependence:

Qualification: Diversity of thought experience industry knowledge skills and age.

Positive Attributes: Apart from the statutory duties and responsibilities theDirectors are expected to demonstrate high standard of ethical behavior goodcommunication and leadership skills and give impartial judgment.

Independence: A Director is considered Independent if he/she meets the criteria laiddown in Section 149(6) of the Act the Rules framed thereunder and Regulation 16(1)(b) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBI ListingRegulations).

Board and Committee Meetings

The Board met eight times during the year further details of which are given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Act and SEBI Listing Regulations. The details of allCommittees of the Board and their Meetings have been given in the Corporate GovernanceReport enclosed as Annexure -1 to this report.

Independent Director's Declaration

The Declarations required under Section 149(7) of the Act from the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed under Section 149(6) of the Act were duly received by the Company.

Corporate Governance

The Company has complied with the Corporate Governance requirements under the Act andas stipulated under Regulations 17 to 27 of the SEBI Listing Regulations read withschedule II thereof. A separate report on Corporate Governance in terms of Regulation34(3) read with clause C of Schedule V of the SEBI Listing Regulations along withcertificate from the Practicing Company Secretary confirming the compliance is annexed asAnnexure-1 and forms part of this Report.

Corporate Social Responsibility

The Company has a Policy on Corporate Social responsibility (CSR) duly approved by theBoard and the same has been hosted on Company's website atwww.rossellindia.com/divisions/. The CSR budget for the Financial Year 2020-2021 wasprepared in accordance with the provisions of Section 135 (5) of the Act read with theCompany's CSR Policy. The amount so budgeted was fully spent on or before 31st March2021 The Chief Financial Officer of the Company has certified to the Board in this regardin terms of Rule 4(5) of the Companies (Corporate Social Responsibility Policy) Rules2014 (as amended). A detailed report on CSR Activities/ Initiatives is enclosed asAnnexure-2 which forms part of this Report.

Annual Performance Evaluation

In terms of the relevant provisions of the Act and SEBI Listing Regulations the Boardhad carried out an annual evaluation of its own performance and that of its Committees aswell as individual Directors.

During the year the performance evaluation was done at two levels - by the IndependentDirectors at their separate Meeting as well as by the Board. First the IndependentDirectors at their separate Meetings held on 11th March 2021 reviewed the performance ofthe Executive Chairman and other Executive Directors with reference to the questionnaireprepared in terms of the Criteria specified by SEBI vide its circular no.SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January 2017. They also assessed the qualityquantity and timeliness of flow of information between the Company Management and theBoard.

Subsequently the Board at its Meeting held thereafter on the same day reviewed theperformance of the Board as a whole its Committees and individual Independent Directorsof the Board as specified by SEBI in its aforesaid circular dated 5th January 2017.

Annual Return & Extracts of Annual Return

In compliance with Section 134(3) of the Act the Annual Return of the Company in theprescribed format is available on the website of the Company athttps://www.rossellindia.com/investor-information/

Vigil Mechanism/ Whistle Blower Policy

Pursuant to Section 177(9) read with Regulation 22 of the SEBI Listing Regulationsyour Company has duly established Vigil Mechanism for Directors and employees to reportconcerns about unethical behavior actual or suspected fraud or violation of Company'scode of conducts or ethics policy. Audit Committee of the Board monitors and oversee thevigil mechanism.

The detailed policy related to this vigil mechanism is available in the Company'swebsite at www.rossellindia.com/divisions/

Directors' Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3) (c) read with Section 134(5) of the Act and confirm that:

(a) in the preparation of the annual accounts for financial year ended 31st March2021 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 for the financial year ended 31st March2021 and of the 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 the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts for the Financial Year ended 31stMarch 2021 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; and

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Auditors their Report and Notes to Financial Statements

The Statutory Auditor of your Company M/s. Khandelwal Ray & Co. CharteredAccountants Kolkata (Firm Registration No. 302035E) were appointed for a period of5(Five) consecutive Financial Years at the 23rd Annual General Meeting held on 4thAugust 2017 pursuant to Section 139 of the Act read with Rule 6 of the Companies (Auditand Auditors) Rules 2014.

The report given by the Auditors on the Financial Statement of the Company for the yearunder review forms part of this Annual Report. There has been no qualificationreservation or adverse remark or disclaimer given by the Auditors in their report.

The Notes to the Financial Statements are also self-explanatory and do not call for anyfurther comments.

Cost Audit

Pursuant to Section 148 of the Act read with Rule 4 of the Companies (Cost Records andAudit) Amendment Rules 2014 your Company is required to have the audit of its costaccounting records relating to products manufactured by Rossell Tea Division and RossellTechsys Division. Accordingly M/s. Shome & Banerjee Cost Accountants conducted thisaudit for the Previous Financial Year ended 31st March 2020 (Firm Registration No.000001) and submitted their report to the Central Government on 8th December 2020.

In terms of Section 148(3) of the Act read with the Companies (Cost Records and Audit)Rules 2014 the Board of Directors of the Company has on the recommendation of the AuditCommittee re-appointed M/s. Shome & Banerjee Cost Accountants as the Cost Auditor ofthe Company for the financial year 2021-2022.

Their remuneration is required to be ratified by the Members in the ensuing AnnualGeneral Meeting.

Secretarial Audit

In terms of Section 204 of the Act read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the Board of Directors had appointed M/s. A.K. Labh& Co. Practicing Company Secretaries as the Secretarial Auditors of the Company forthe financial year 2020-2021. The report of the Secretarial Auditors in Form MR-3 isenclosed as Annexure-3 to this report.

The report confirms that the Company had complied with the statutory provisions listedunder Form MR-3 and the Company has also in place the proper Board Processes andCompliance Mechanism. The Report does not contain any qualification reservation oradverse remark or disclaimer which requires any further comments or explanations in thisreport. However the Secretarial Auditors have observed the following:

1. The trading in shares of the Company are suspended at The Calcutta Stock ExchangeAssociation Limited - The Equity Shares of the Company were suspended for trading at TheCalcutta Stock Exchange Association Limited (CSE) without even advising the Company inany manner the reasons leading to such suspension. Your Company came to know about itssuspension only in the month of March 2021 and took immediate steps for revocation ofsuspension with the CSE. The required documents have already been provided to CSE and theprescribed fee for the purpose have been duly paid. But there has been no response fromCSE as yet on the subject. Your Directors confirm that the Company is fully compliant infiling with all the Stock Exchanges where the Equity Shares of the Company are listed allthe information and documents in accordance with various provisions of the applicableLaws Rules Regulations and Guidelines issued by Stock Exchanges and SEBI ListingRegulations. Thus there was no reason with the CSE to suspend the Trading when their ownrecords are not maintained in the manner required.

2. Disclosure made to the Stock Exchanges upon signing of an Agreement for sale ofBokakhat Tea Estate was not strictly in accordance with the format prescribed for thepurpose - Since the consideration was not received in full and sale was not concluded theCommittee of KMP constituted for the purpose pursuant to Regulation 30(5) of the SEBIListing Regulations did not consider it prudent to disclose the same and the name of thepurchaser to the Stock Exchanges while advising them under Regulation 30 the happeningof a Material Event at the time of signing the relevant Agreement to Sale. The saidinformation has now been provided under the heading 'Sale and Disposal of Bokakhat TeaEstateRs.in this Report hereinbefore.

Related Party Transactions

All the related party transactions are entered on arm's length basis and are in theordinary course of business in compliance with the applicable provisions of the Act andSEBI Listing Regulations. There are no significant related party transactions made by theCompany with Promoters Directors or Key Managerial Personnel etc. which may havepotential conflict with the interest of the Company at Large. All related partytransactions are presented to the Audit Committee and the Board if required for approval.Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. Policy on Related party transactions as approved by the Board is uploaded on theCompany's website at the weblink: http://www.rossellindia.com/divisions/

Necessary disclosure of Related Party Transactions in terms of clause (h) ofsub-section (3) of Section 134 of the Act read with Rule 8(2) of the Companies (Accounts)Rules 2014 is given in Form AOC-2 as Annexure-4 to this report.

Loans Guarantees or Investments

During the year under review your Company has not granted any inter-corporate loanneither provided any Guarantee in connection with any loan to any party nor made anyinvestment in terms of the provisions of Section 186 of the Act. However during the yearunder review your Company has taken inter-corporate loan from BMG Enterprises Ltd(Holding Company) and BMG Investments Pvt. Ltd. (Associate Company) in compliance with theprovisions of Section 186 of the Act and the outstanding amount as on 31st March 2021were Rs.840 lakhs and Rs.768 lakhs respectively. Particulars of existing Investments madeby the Company as required to be disclosed in terms of Section 134 (1) (g) of the Act isgiven in the accompanying financial statement (Note No. 5 and 6).

Statements of subsidiaries / Joint Ventures

Your Company has formed a Wholly Owned Subsidiary namely Rossell Techsys Inc. in theState of Delaware USA on 6th August 2020 for expansion of operation of Rossell TechsysDivision of the Company.

The accompanying Note 45 to the Audited Accounts contains detailed financials of thesaid Subsidiary.

In view of this Consolidated Financial Statement have also been prepared and formspart of Annual Report of the Company.

Your Company do not have any Joint Venture or Associate Company within the meaning ofSection 2(6) of the Companies Act 2013 other than the one stated above.

Risk Management Policy

Your Company's business faces various risks - strategic as well as operational inrespect of all its Divisions. The Company has an adequate risk management system whichtakes care of identification assessment and review of risks as well as their mitigationplans put in place by the respective risk owners. The risks which were being addressed bythe Company during the year under review included risks relating to market conditionsenvironmental information technology etc. The Company has developed and implemented theRisk Management Policy with an objective to provide a more structured framework forproactive management of all risks related to the business of the Company and to make itmore certain that growth and earnings targets as well as strategic objectives are met.

The major risks and concerns being faced by various business segments of the Companyare discussed in report on Management Discussion and Analysis forming part of this Reportas Annexure-7.

The Audit Committee of the Board reviews the risk assessment and minimization procedurein the light of the Risk Management Policy of the Company.

In the opinion of the Board there is no such element of risk which may threaten thepresent existence of the Company.

Your Company being 981st in the list of 1000 listed entities as published by theNational Stock Exchange as on 31st March 2021 shall soon have a Risk ManagementCommittee formulated in keeping with the latest amendment in the SEBI Listing Regulations.

Remuneration Policy

The Company follows a policy on Remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard. Further details on the same have been given in the Report on Corporate Governanceas Annexure - 1 of this report.

The required disclosure under Section 197 (12) of the Act read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given asAnnexure-5 to this report.

Human Resources

Your Company treats its "human resources" as one of the most importantassets. The Management of the Company lays continuous focus on human resources who aretrained and updated on various issues from time to time to attain the required standards.The correct recruitment practices are in place to attract the best technical manpower toensure that the Company maintains its competitive position with respect to execution. YourCompany continuously invests in attraction retention and development of talent on anongoing basis.

Industrial relations at all the units remain satisfactory your Company employed 6151personnel on its roll as on 31st March 2021.

Details of employee remuneration as required to be provided in terms of the provisionsof Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given in Annexure-6 forming part of this Report.

Prevention of Sexual Harassment

The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Separate Internal Complaint Committees have been set up in for everyDivisions of the Company to redress complaints received regarding sexual harassment inrespect of each Divisions. However during the year under review the Company has notreceived any complaint of alleged sexual harassment in any of its Divisions.

Awards and Recognition

The Rossell Techsys Division was the recipient of the

- "Company of the yeah'award - SAP media worldwide limited conducted Seventh Aerospace and Defense Award on theeve of Aero India 2021 and gave this award considering the overall contributions made tothe Aerospace and Defense Industry by Rossell Techsys Division.

- "Best Quality Leadership" award - Aerospace & Defense award as a partof Telangana Quality awards from world quality congress.

- "Supplier Recognition" award: Expleo presented an award as a part of theQuality month celebrations for the commitment of Rossell to be a partner in the success ofExpleo.

Significant and Material Orders passed by the regulators

There is no significant or material order passed by any Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.

Internal Financial Controls

Your Company has adequate Internal Financial Control System at all levels of Managementand they are reviewed from time to time. The Internal Audit is carried out by firms ofChartered Accountants for all the Divisions of the Company. The Audit Committee of theBoard looks into Auditor'sreview which is deliberated upon and corrective action taken where ever required.

Transfer of Unclaimed Dividend and Shares to Investor Education and Protection Fund(IEPF)

In compliance with the provisions of Section 124 (5) of the Act read with InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules asum of Rs.170824 being the dividend lying unclaimed out of the dividend declared by theCompany for the Financial Year 2012-2013 were transferred to IEPF on 6th October 2020 .The details of the said unclaimed dividend transferred is available at the website of theCompany at http://www.rossellindia.com/investor-information/

Similarly During the period under review 13527 Equity Shares pertaining to financialyear 2012-2013 have been transferred to IEPF Authorities vide Corporate Action dated 3rdNovember 2020 in compliance with the provisions of Section 124 of the Act and Rule 6 ofInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 after sending letters to those Shareholders and also making an advertisementin the newspapers in this regard. Details of these shares transferred to IEPF areavailable on the website of the Company athttp://www.rossellindia.com/investor-information/.

Deposits

Your Company has not accepted any deposits from public in terms of provisions containedin Chapter V of the Companies Act 2013 or in terms of corresponding provisions of theCompanies Act 1956.

Management Discussion and Analysis

A report on the Management Discussion and Analysis concerning all the business segmentsof the Company is given as Annexure-7 to this report

Conservation of energy technology absorption foreign exchange earnings and outgo

(a) Conservation of energy

(i) The steps taken or impact on conservation of energy Machinery up-gradation is a regular process at the Tea factories of Rossell Tea Division as well as Engineering and manufacturing Unit of Rossell Techsys Division with a view to conserve Fuel Electrical Energy and other resources. Initiatives undertaken during the financial year 2020-21 are as follows;
a) Installation of new CTC 2 banks of 3 cuts each as the previous machines were old and prone to breakdown. The replacement of Machinery would lead to energy conservation.
b) Refurbishing of old Gas Generators and their respective Health Checks with an idea of load bearing ability and increase of productivity using Natural Gas.
c) Proposal of digging new deep tube well with installation of Submersible Pump for provision of water supply to workers at conserved energy at one of the Estates.
d) Improvement in the Electrical system by reduction of high Motor damage by installing single phase preventers.
e) Extension of the hot air duct at one of the Estates to reduce the coal consumption.
f) Color Sorters because of their age have been spruced up with spares change for improved Sorting of Orthodox teas and higher productivity. g) Installation of a dedicated electric feeder line at one Estate for improved power supply.
(ii) The steps taken by the company for utilizing alternate sources of energy Study of the possibility of using Solar power at two Estates of Rossell Tea Division continues.
(iii) The capital investment on energy conservation equipment. All new acquisitions are planned with a view towards energy and fund conservation. Capital Investments on various Equipment during the year is given in Note 4 to the Financial Statements for the year ended 31st March 2021

 

(b) Technology absorption

(i) the efforts made towards technology absorption Discussion with experts and training programs has been ongoing for innovative ideas of production and knowledge updating. The concerned staff members are also sponsored to attend various seminars and workshops for their improvement in various aspects of functioning of the Company.
(ii) The benefits derived like product improvement cost reduction product development or import substitution There has been an overall improvement in product quality and labor productivity resulting in economy of cost and improved operational efficiencies.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- No new import of technology/ equipment done during this fiscsal.
(a) the details of technology imported No technology imported.
(b) the year of import; Not Applicable
(c) whether the technology been fully absorbed Not Applicable
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof Not Applicable
(iv) The expenditure incurred on Research and Development The Company is a Member of Tea Research Association Kolkata which is registered under Sec. 35 (1) (ii) of the Income tax Act 1961. Regular contribution is made every year towards subscription by Rossell Tea Division. During the year under Report subscription amounting to Rs. 19.87 lakhs was paid. Rossell Techsys expenses on research and development are customer specific and cannot be quantified. These expenses form part of manufacturing expenses shown under various heads.

 

(c) Foreign exchange earnings and Outgo

During the year the total foreign exchange used was Rs. 562.93 lakhs on account ofvarious expenses and Rs. 8162.98 lakhs for imports of raw materials stores as well ascapital goods. The total foreign exchange earned was Rs. 19020.47 lakhs.

Material Changes and Commitments

You Directors confirm that there are no material changes and commitments affecting thefinancial position of the company which has occurred between the end of the financial yearof the company and the date of this report.

Acknowledgement

Your Directors place on record their appreciation for employees at all levels whocontinue to contribute towards the growth and performance of your Company.

Your Directors also thank the business associates financing banks shareholders andother stakeholders of the Company for their continued support.

For and on behalf of the Board
Rossell India Limited
H.M. Gupta
Camp: Dubai UAE Executive Chairman
Date : 29th June 2021 DIN : 00065973

 

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