The Directors of the Company have pleasure in presenting the AnnualReport together with the Audited Statement of Accounts of the Company for the year ended31st March 2018.
|Financial Results || |
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|Profit before Interest Depreciation and Taxation || |
|Less: Interest || |
|Depreciation || |
|Profit / (loss) before tax || |
|Less : Provision for Taxation || |
|Profit / (Loss) after tax || |
|Add : Deferred Tax Credit || |
|Less: Proposed Dividend || || |
|Tax on Proposed Dividend || || |
|(Loss)/Profit for the year || |
The Board of Directors of your Company do not recommend dividend forthe year under review (Previous year Nil).
Your company s turnover stood at Rs.25.15 crore for the period ended31-03-2018 against Rs. 24.39 crore in the previous year. The increase in turnover byRs.0.76 crore is due to increase in average selling price.
COURSE OF BUSINESS AND OUTLOOK
Management discussion and analysis report give the state of affairs ofthe business of the Company attached to this report separately. (Annexure I)
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGAND OUTGO.
Particulars in respect of conservation of energy technology absorption foreign exchange earnings and outgo as required under section 134 (3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Account) Rules 2014 as set outin a separate statement attached hereto and forming part of the report. (Annexure II)
Regulation 27(2) of The (Listing Obligation and DisclosureRequirements) Regulation 2015 vide SEBI circular no. CIR/CFB/Policy cell/7/2014 dated15th September 2014 is not mandatory for your Company. The Report for the same will beattached as and when the same will be applicable to your Company.
EXTRACTS OF ANNUAL RETURN
The Extracts of Annual Return in format MGT-9 for the financial year2017-18 have been enclosed with the report. (Annexure III)
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(1)(c) of the Companies Act2013 and on the basis of explanation and compliance certificate given by the executive ofthe Company and subject to the disclosures in the annual accounts and also on the basis ofdiscussion with the Statutory Auditors of the Company from time to time we state as under:-
(a) That in the preparation of annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdeparture.
(b) That the director had selected such accounting policy and appliedthem consistently and made judgements and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for that period:
(c) That the directors had taken proper and sufficient care formaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities:
(d) That the directors had prepared the annual accounts on a goingconcern basis:
(e) That the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively: and
(f) That the directors had devised proper system to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
Mr. Anirudha Jalan DIN 02610396 Director retire by rotation at theensuing Annual General Meeting being eligible offers himself for re-appointment. TheBoard recommends his re-appointment.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEESAND INDIVIDUAL DIRECTORS
The Board of Directors of the Company has initiated and put in placeevaluation of its own performance its committee and individual directors. The result ofthe evaluation is satisfactory and adequate and meets the requirement of the Company.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board of directors has met 5 times and independent Director metonce during the year ended 31st March 2018.
DETAILS OF COMMITTEE OF DIRECTORS
The composition of Audit committee of Directors nomination andremuneration committee of directors and stake holders of the grievance committee ofdirectors number of meeting held during the financial year 2017-18 and meeting attendedby each member of the committee as required under the Companies Act 2013 (Annexure IV).The CEO and CFO are invitees to the meeting.
The recommendation by the Audit Committee as and when made to Board hasbeen accepted by it and there were no instance of dis-agreements between the committee andthe Board.
KEY MANAGERIAL PERSONNEL
Since the last report there has been no change in key ManagerialPersonnel.
Mr. S. P. Jalan CEO and Mr. K. C. Mishra Company Secretary and CFO ofthe Company are the key managerial personnel of the Company as per definition undersection 2(51) and Section 203 of the Act.
DETAILS IN RESPECT OF ADEQUECY OF INTERNAL FINACIAL CONTROLS WITHREFERENCE TO THE FINACIAL STATEMENT
Financial Statement (i.e. Balance Sheet Profit & Loss StatementCash Flow Statement together with notes) are prepared through the process which hascomputerized as well as manual controls to ensure accuracy of recording all transactiontaking place during any accounting period and the resultant financial position at periodend. All data relating payroll purchase agricultural activity selling and otheractivity are recorded through ERP operating system at Head Office and in house softwareused at Tea Estate. All data and transaction entered in the system are checked by variousfunctional on the basis of supporting documents and records then the accounting entrieschecked by accounts personnel and finally approved by Managerial Personnel.
At periodic interval the accounting data are compiled and financialstatement are prepared. While preparing the financial statements it is ensured that alltransaction pertaining to the accounting period are recorded.
Fixed Assets Stock of Tea and all other stores are physicallyverified. Balance confirmations are obtained for significant items of trade receivable andadvance.
After preparation of financial statement all items appearing in thestatement are analyzed in order to ensure overall reasonableness.
The Company has adopted policy and procedure for ensuring the orderlyand efficient conduct of its business safeguarding of its assets prevention anddetection of fraud and errors accuracy and completeness of the accounting record andtimely preparation of reliable financial disclosures.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY
The particulars of Contracts or Arrangements made with related partiespursuant to sub-section (1) of Section 188 of the Companies Act 2013 furnished in FormAOC -2 is attached to this report as Annexure V.
The transaction with related party which requires disclosure undersection 134(3)(h) of The Companies Act 2013 and Rule 8(2) of the Companies (accounts)Rules 2014 are given in the notes to the financial statement.
LOAN INVESTMENT AND GUARANTEE BY THE COMPANY
There is no loan given investment made guarantee given or securityprovided by the Company to any entity under section 186 of The Companies Act 2013.
Your Company has not accepted any fixed deposit for the financial yearended 31-03-2018.
The Company has led down a comprehensive risk assessment andminimization procedure which is reviewed by the Board from time to time. The proceduresare reviewed to ensure that executive management control risk through means of properlydefined frame work. The major risk have been identified by the Company and its mitigationprocess / measures have been formulated.
ANALYSIS OF REMUNERATION
Pursuant to Rule 5 of the Companies (Appointment and Remuneration)Rules 2014 disclosure on remuneration related information of employee key managerialpersonnel is annexed herewith in Annexure VI.
Remuneration policy pursuant to Section 178 of the Companies Act 2013annexed herewith in Annexure VII.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.
The Company reported to provide the safe and conducive work environmentto its employees 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 wereappointed as Statutory Auditors of the Company to hold office till the conclusion of theAnnual General Meeting to be held in the calendar year 2022 M/s. K. N. Gutgutia & Co.has conducted audit for the financial year ended 31st March 2018 and furnished theirreport to the Board. There is no qualification reservation or adverse remarks made by thestatutory auditors of the Company in their report pertaining to the year ended 31st March2018.
SECRETARIAL AUDIT REPORT
A Secretarial Audit Report for the year ended 31-03-2018 in prescribedform duly audited by the Practicing Company Secretary M/s. D. C. Sahoo & Co. isannexed herewith and forming part of the report. (Annexure VIII)
PARTICULARS OF EMPLOYEES
No employee of the Company was in receipt of such remuneration as todisclose particular pursuant to the provision of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
INTERNAL FINACIAL CONTROL
The Board has adopted the policy and procedure for ensuring the orderlyand efficient conduct of its business including adherences to the Company s Policy thesafeguarding of its assets the prevention and detection of frauds and errors accuracyand completeness of the accounting records and the timely preparation of reliablefinancial disclosure.
The Directors wish to express their appreciation to all officersmembers staff and workmen of the Company for valuable services rendered and dedicationexhibited by them. They also express their gratitude to Tea Board and Bankers for theirco-operation and support extended to the Company and express their thanks to Shareholdersfor their confidence and understanding.
|Registered Office: || |
For and on behalf of the Board
|McLeod House" || |
|3 Netaji Subhas Road || |
|Kolkata - 700 001. || |
Sanjay Kumar Kejriwal
|Kolkata The 14th day of August 2018 || |