The Directors of the Company have pleasure in presenting the Annual Report togetherwith the Audited Statement of Accounts of the Company for the year ended 31 st March2022.
| ||This Year ||Previous Year |
| ||Rs (in Lakh) ||Rs (in Lakh) |
|Profit / (Loss) before Interest Depreciation Exceptional and Taxation ||929.04 ||952.96 |
|Less: Interest / Finance Cost ||26.00 ||17.71 |
|Depreciation ||98.61 ||88.05 |
|Profit/ (loss) before tax & exceptional items ||804.42 ||847.20 |
|Exceptional Income ||- ||(166.96) |
|Profit/ (loss) before tax and after exceptional items ||804.42 ||680.24 |
|Less: Provision for Taxation ||83.74 ||27.70 |
|Profit / (Loss) after tax ||720.68 ||652.54 |
|Less: Deferred Tax Charge/ (Credit) ||7.73 ||26.49 |
|(Loss)/Profit for the year ||712.95 ||626.05 |
The Board of Directors of your Company do not recommend dividend for the year underreview (Previous year Nil).
Your company's turnover stood at Rs.39.33 crores for the period ended 31-03-2022against Rs. 37.89 crores in the previous year. The increase in turnover by Rs.1.44 croresis due to increase in production.
COURSE OF BUSINESS AND OUTLOOK
Management discussion and analysis report give the state of affairs of the business ofthe Company attached to this report separately. (Annexure I)
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
Particulars in respect of conservation of energy technology absorption foreignexchange earnings and outgo as required under section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Account) Rules 2014 as set out in a separatestatement attached hereto and forming part of the report. (Annexure II)
Regulation 27(2) of The (Listing Obligation and Disclosure Requirements) Regulation2015 vide SEBI circular no. CIR/CFB/Policy cell/7/2014 dated 15th September2014 is not mandatory for your Company. The Report for the same will be attached as andwhen the same will be applicable to your Company.
EXTRACTS OF ANNUAL RETURN
In accordance with the Companies Act 2013 Annual Return in the prescribed format canbe accessed at www.tyroontea.com
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(1) (c) of the Companies Act 2013 and onthe basis of explanation and compliance certificate given by the executive of the Companyand subject to the disclosures in the annual accounts and also on the basis of discussionwith the Statutory Auditors of the Company from time to time we state as under:-
(a) That in the preparation of annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departure.
(b) That the director had selected such accounting policy and applied them consistentlyand made judgements 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) That the directors had taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities:
(d) That the directors had prepared the annual accounts on a going concern basis:
(e) That 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) That the directors had devised proper system to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Mr. Anirudha Jalan DIN 02610396 Director retire by rotation at the ensuring AnnualGeneral Meeting being eligible offer himself for re-appointment. The Board recommends hisre-appointment.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS
The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committee and individual directors. The result of the evaluation issatisfactory and adequate and meets the requirement of the Company.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board of directors has met 7 times and independent Director met once during theyear ended 31st March 2022.
DETAILS OF COMMITTEE OF DIRECTORS
The composition of Audit committee of Directors nomination and remuneration committeeof directors and stake holders of the grievance committee of directors number of meetingheld during the financial year 2021-22 and meeting attended by each member of thecommittee as required under the Companies Act 2013 (Annexure III). The CEO and CFOare invitees to the meeting.
The recommendation by the Audit Committee as and when made to Board has been acceptedby it and there was no instance of dis-agreements between the committee and the Board.
KEY MANAGERIAL PERSONNEL
Since the last report there has been no change in key Managerial Personnel.
Mr. S. P. Jalan CEO and Mr. K. C. Mishra Company Secretary and CFO of the Company arethe key managerial personnel of the Company as per definition under section 2(51) andSection 203 of the Companies Act 2013
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENT
Financial Statement (i.e. Balance Sheet Profit & Loss Statement Cash FlowStatement together with notes) are prepared through the process which has computerized aswell as manual controls to ensure accuracy of recording all transaction taking placeduring any accounting period and the resultant financial position at period end. All datarelating payroll purchase agricultural activity selling and other activity are recordedthrough ERP operating system at Head Office and in house software used at Tea Estate. Alldata and transaction entered in the system are checked by various functional on the basisof supporting documents and records then the accounting entries checked by accountspersonnel and finally approved by Managerial Personnel.
At periodic interval the accounting data are compiled and financial statement areprepared. While preparing the financial statements it is ensured that all transactionpertaining to the accounting period is recorded.
Fixed Assets Stock of Tea and all other stores are physically verified. Balanceconfirmations are obtained for significant items of trade receivable and advance.
After preparation of financial statement all items appearing in the statement areanalyzed in order to ensure overall reasonableness.
The Company has adopted policy and procedure for ensuring the orderly and efficientconduct of its business safeguarding of its assets prevention and detection of fraud anderrors accuracy and completeness of the accounting record and timely preparation ofreliable financial disclosures.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY
The particulars of Contracts or Arrangements made with related parties pursuant tosub-section (1) of Section 188 of the Companies Act 2013 furnished in Form AOC -2 isattached to this report as Annexure IV.
The transaction with related party which requires disclosure under section 134(3) (h)of The Companies Act 2013 and Rule 8(2) of the Companies (accounts) Rules 2014 are givenin the notes to the financial statement.
LOAN INVESTMENT AND GUARANTEE BY THE COMPANY
There is no Loan & guarantee given or security provided by the Company to anyentity under section 186 of the Companies Act 2013.
Your Company has not accepted any fixed deposit for the financial year ended 31-03-2022. CORPORATE SOCIAL RESPONSIBILITY
The purpose of Corporate Social Responsibility of Tyroon Tea Company Limited has beenformulated by the Board of Directors at their meeting held on 16th March 2022.The policy aim to contribute towards development of the society and environment to makePlanet better place for future generation. As per Rule and General Circular No- 14/ 2021
The Company exempted from forming Corporate Social Responsibility Committee as CSRamount is less than fifty lakh rupees. The Board of Director's have decided to contributethe CSR amount to organization as specified under schedule 7 of the Act.
The Company has led down a comprehensive risk assessment and minimization procedurewhich is reviewed by the Board from time to time. The procedures are reviewed to ensurethat executive management control risk through means of properly defined frame work. Themajor risk has been identified by the Company and its mitigation process / measures havebeen formulated.
ANALYSIS OF REMUNERATION
Pursuant to Rule 5 of the Companies (Appointment and Remuneration) Rules 2014disclosure on remuneration related information of employee key managerial personnel areannexed herewith in Annexure V.
Remuneration policy pursuant to Section 178 of the Companies Act 2013 annexed herewithin Annexure VI
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company reported to provide the safe and conducive work environment to itsemployees during the year under review no case of sexual harassment was reported.
M/s. K. N. Gutgutia & Co. Chartered Accountants Kolkata Firm Registration No.304153E be and hereby re- appointed as Statutory Auditors of the Company to hold officetill the conclusion of the Annual General Meeting to be held in the calendar year 2027.M/s. K. N. Gutgutia & Co. has conducted Audit for the financial year ended 31stMarch 2022 and furnished their report to the Board. There is no qualificationreservation or adverse remarks made by the statutory auditors of the Company in theirreport pertaining to the year ended 31st March 2022.
The Board of Director in their meeting held on 30th May 2022 hasrecommended re-appointment of M/s. K.N.Gutgutia & Co. Chartered Accountants KolkataFirm Registration No.-304153E be and are hereby re- appointed as the Statutory Auditor ofthe Company to hold office for a period of 5 (five) years from the conclusion of thisAnnual General Meeting till the conclusion of the Annual General Meeting to be held in theyear 2027.
SECRETARIAL AUDIT REPORT
A Secretarial Audit Report for the year ended 31 -03-2022 in prescribed form dulyaudited by the Practicing Company Secretary M/s. D. C. Sahoo & Co. is annexed herewithand forming part of the report. (Annexure VII)
PARTICULARS OF EMPLOYEES
No employee of the Company was in receipt of such remuneration as to discloseparticular pursuant to the provision of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policy and procedure for ensuring the orderly and efficientconduct of its business including adherences to the Company's Policy the safeguarding ofits assets the prevention and detection of frauds and errors accuracy and completenessof the accounting records and the timely preparation of reliable financial disclosure.
The Directors wish to express their appreciation to all officers members staff andworkmen of the Company for valuable services rendered and dedication exhibited by them.They also express their gratitude to Tea Board and Bankers for their co-operation andsupport extended to the Company and express their thanks to Shareholders for theirconfidence and understanding.
|Registered Office: ||FOR AND ON BEHALF OF THE BOARD || |
|McLeod House" || || |
|3 Netaji Subhas Road || || |
|Kolkata - 700 001 ||Sanjay Kumar Kejriwal ||Anuradha Jalan |
|Kolkata The 30th day of May 2022 ||DIRECTOR ||DIRECTOR |
| ||DIN: 00061102 ||DIN:09059592 |