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 31st March2019.
|Financial Results ||This Year ||Previous Year |
| ||Rs. ||Rs. |
|Profit /(Loss) before Interest || || |
|DepreciationExceptional items and Taxation ||(3369935) ||8884393 |
|Less: Interest ||1067679 ||3106004 |
|Depreciation ||5745590 ||5662065 |
|Profit/(loss)before tax & exceptional items ||(10183204) ||116324 |
|Exceptional Income ||1675780 || |
|Profit/(loss) before tax and after exceptional items ||(8507424) ||116324 |
|Less : Provision for Taxation ||2246546 ||958390 |
|Profit / (Loss) after tax ||(10753970) ||(842066) |
|Add : Deferred Tax Credit ||(1486868) ||(1510873) |
|(Loss)/Profit for the year ||(12240838) ||(2352939) |
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.27.94 crore for the period ended 31-03-2019 againstRs. 25.15 crore in the previous year. The increase in turnover by Rs.2.79 crore is due toincrease in production of tea.
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 ANDOUTGO.
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 September 2014 is notmandatory for your Company. The Report for the same will be attached as and when the samewill be applicable to your Company.
EXTRACTS OF ANNUAL RETURN
The Extracts of Annual Return in format MGT-9 for the financial year 2018-19 have beenenclosed with the report. (Annexure III)
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(1)(c) of the Companies Act 2013 and on thebasis of explanation and compliance certificate given by the executive of the Company andsubject to the disclosures in the annual accounts and also on the basis of discussion withthe 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 loss 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.
Mrs. Indra Jalan DIN 00046265 Director retire by rotation at the ensuing AnnualGeneral Meeting being eligible offers herself for re-appointment. The Board recommendsher re-appointment.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES ANDINDIVIDUAL DIRECTORS
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 4 times and independent Director met once during theyear ended 31st March 2019.
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 2018-19 and meeting attended by each member of thecommittee as required under the Companies Act 2013 (Annexure IV). The CEO and CFO areinvitees to the meeting.
The recommendation by the Audit Committee as and when made to Board has been acceptedby it and there were 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 Act.
DETAILS IN RESPECT OF ADEQUECY OF INTERNAL FINACIAL CONTROLS WITH REFERENCE TOTHE FINACIAL 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 are 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
The transaction with related party which requires disclosure under section 134(3)(h) ofThe Companies Act 2013 and Rule 8(2) of the Companies (accounts) Rules 2014 are given inthe notes to the financial statement.
LOAN INVESTMENT AND GUARANTEE BY THE COMPANY
Loan guarantee given or security provided by the Company to any entity under section186 of The Companies Act 2013 are furnished in the Note 34 to the Financial Statement.
Your Company has not accepted any fixed deposit for the financial year ended31-03-2019.
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 have 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 isannexed herewith in
Remuneration policy pursuant to Section 178 of the Companies Act 2013 annexed herewithin
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.
At the Annual General Meeting held on 25th September 2017 M/s. K. N. Gutgutia &Co. Chartered Accountants Kolkata Firm Registration No. 304153E were appointed asStatutory Auditors of the Company to hold office till the conclusion of the Annual GeneralMeeting to be held in the calendar year 2022 M/s. K. N. Gutgutia & Co. has conductedaudit for the financial year ended 31st March 2019 and furnished their report to theBoard. There is no qualification reservation or adverse remarks made by the statutoryauditors of the Company in their report pertaining to the year ended 31st March 2019.
SECRETARIAL AUDIT REPORT
A Secretarial Audit Report for the year ended 31-03-2019 in prescribed form dulyaudited by the Practicing Company Secretary M/s. D. C. Sahoo & Co. is annexed herewithand forming part of the report. (Annexure VIII)
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 FINACIAL 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: || || |
|McLeod House" ||FOR AND ON BEHALF OF THE BOARD || |
|3 Netaji Subhas Road || || |
|Kolkata - 700 001. ||Sanjay Kumar Kejriwal ||Shridhar Issar |
|Kolkata The 14th day of August 2018. ||DIRECTOR ||DIRECTOR |
| ||DIN : 00061102 ||DIN : 00044295 |