United Nilgiri Tea Estates Company Ltd.
|BSE: 530470||Sector: Agri and agri inputs|
|NSE: UNITEDTEA||ISIN Code: INE458F01011|
|BSE 05:30 | 01 Jan||United Nilgiri Tea Estates Company Ltd|
|NSE 00:00 | 05 Mar||316.40||
United Nilgiri Tea Estates Company Ltd. (UNITEDTEA) - Director Report
Company director report
Your Directors have pleasure in presenting the 98th AnnualReport on the performance of the Company together with the Audited Financial Statementsfor the financial year ended 31st March 2020.
Indian Accounting Standards (Ind AS)
In the preparation of financial statements the Company has followedthe Indian Accounting Standards (Ind AS) and the financial results have been prepared inaccordance with the recognition and measurements principles laid down in the saidstandards.
Your Directors have recommended a final dividend of Rs.1.70/- per share(17%) which together with an interim dividend of Re. 1/- per share (10%) already paidmakes a total dividend of Rs. 2.70/- per share (27%) for the year ended 31stMarch 2020 [previous year Rs.2.70/-per share (27%)]. The proposed final dividend ofRs.1.70 per share (17%) for the year amounting to Rs.8494162/- will be accounted in thefinancial year 2020-21 in accordance with Ind AS10 - 'Events after the reporting period'.
Transfer to Reserves
The Directors have proposed to transfer a sum of Rs.900 Lakhs to theGeneral Reserve which will be accounted in the financial year 2020-21 in accordance withInd AS 10 - 'Events after the reporting period'.
The total quantity of tea manufactured during the year was lower at2914862 kgs as against 3091002 kgs during the previous year.
The rainfall during the year was 1545 mm as against 1194 mm during theprevious year. However the crop production was lower due to untimely and unevendistribution of rainfall during the year.
Your Company has recorded a sale of 2893991 kgs (previous year3165290 kgs). The average price realized during the year was higher when compared to theprevious year.
Profit before tax for the year was Rs. 1387.82 lakhs as againstRs.1700.10 lakhs during the previous year.
The total exports during the year was 1599025 kgs as against1865911 kgs during the previous year.
The rainfall since the beginning of the year is very scanty.Consequently during the current financial year crops are likely to be low. With expansioncompleted at Korakundah factory all certified organic leaf will be manufactured there.With prices for tea likely to be better than last year we expect a stable year ahead.
The paid up capital of the Company as at 31st March 2020remains unchanged.
Directors Responsibility Statement
As required by sub-section 5 of Section 134 of the Companies Act 2013your Directors confirm that:
a) in the preparation of Annual Accounts for the year ended 31stMarch 2020 the applicable Indian Accounting Standards have been followed without anymaterial departures;
b) such accounting policies have been selected and applied consistentlyand judgment and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2020 and of the profit of the Company for that period;
c) proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013to safeguard the assets of the Company and to prevent and detect fraud and otherirregularities;
d) the annual accounts have been prepared on a going concern basis;
e) proper internal financial controls to be followed by the Companyhave been laid down and that the financial controls are adequate and were operatingeffectively;
f) proper systems have been devised to ensure compliance with theprovisions of all applicable laws and such systems are adequate and were operatingeffectively.
Directors and Key Managerial Personnel
Mr. Sankar Datta was re-appointed as Independent Director of theCompany by the members at the 97th Annual General Meeting held on July 20 2019for a term of five years with effect from 10th November 2019.
Of the Directors liable to retire by rotation Mr. T.G.B. Pinto willretire at the forthcoming Annual General Meeting. He is eligible for re-election andoffers himself accordingly. Upon being re-appointed he would continue to occupy theposition of Whole-time Director till his tenure of office.
Particulars of Loan Guarantees or Investments under Section 186
The Company has not given any loan or guarantee or made investments inany Body Corporate in terms of Section 186 of the Companies Act 2013 during thefinancial year 2019-20.
Particulars of contracts or arrangements made with related parties
Particulars of contracts or arrangement with related parties referredto in Section 188 (1) of the Companies Act 2013 in the prescribed form AOC-2 is appendedas Annexure 2 to this report.
Material changes and Commitments between 31st March 2020 anddate of this report
There are no material changes and commitments affecting the financialposition of the company which have occurred between 31st March 2020 and thedate of this report.
Conservation of Energy Technology Absorption Exports and ForeignExchange Earnings and Outgo
Details pertaining to Conservation of Energy Technology Absorption andForeign Exchange earnings and outgo are given in Annexure-1.
The Company has transferred during the year unclaimed dividendsamounting to Rs. 595458/- to the Investor Education and Protection Fund.
Pursuant to the applicable provisions of the Companies Act 2013 readwith IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 the Companytransferred 16551 shares during the year in respect of which dividend has not beenclaimed for 7 consecutive years or more to the demat account of IEPF Authority. Thetransfer was effected after sending notices to the concerned shareholders. The details aregiven in the Report on Corporate Governance forming part of this report.
Extract of Annual Return in Form MGT-9 is given as Annexure-5 tothis report.
Number of meetings of the Board
Five meetings of the Board were held during the year the details ofwhich are furnished in the Report on Corporate Governance which forms part of this report.
Declaration by Independent Directors
The Company has received declarations from all the independentdirectors confirming that they meet the criteria of independence as prescribed both underthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Policy on appointment and remuneration of Directors
The Company's policy on Directors' appointment and remuneration remainsunchanged which can be accessed on the Company's website www.unitednilgiritea.com.
Committees of the Boardl
The Company has four Committees as mentioned below:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
A detailed note on the composition of the Board and its Committees andthe meetings held during the financial year is provided in the Report on CorporateGovernance.
There are no qualifications reservations or adverse remarks ordisclaimers made by M/s.K.S.Aiyar & Co. Chartered Accountants Statutory Auditors intheir report.
M/s K.S.Aiyar & Co. Chartered Accountants were appointed as theStatutory Auditors of the Company for a period of 5 years from the conclusion of the 95thAnnual General Meeting held on 4th August 2017 till the conclusion of 100thAnnual General Meeting. Pursuant to the Companies (Amendment) Act 2017 with effect fromMay 7 2018 the ratification of appointment of Statutory Auditors at every Annual GeneralMeeting by the members has been dispensed with.
Secretarial Audit Report
Secretarial Audit has been carried out by M/s. L.K. & AssociatesPractising Company Secretaries and their report is annexed herewith (Annexure-7). Thereare no qualifications reservations or adverse remarks.
The Company has a robust risk management system. The strategic risksare integrated with the business plan with mitigation measures. High impact operationaland financial risks are reviewed by the management periodically and discussed at the Boardquarterly.
Corporate Social Responsibility
CSR Policy and the annual report on CSR activities are given in Annexure-3.The Company's policy on Corporate Social Responsibility is also available on theCompany's website www.unitednilgiritea.com.
Besides supporting the orphanage and the public medical schemeadministered by the Company in the area of rural development and tribal welfare yourCompany has been associated with United Nilgiri Conservative Society (UNCS). UNCS sinceits establishment in 2013 has built confidence and trust for people in Kotagiri and Ootythrough its effort to achieve better standard of life through community development works.
The details are furnished in the Report on Corporate Governance whichforms part of this Report. The policy regarding performance evaluation of Board ofDirectors and its Committees and Independent Directors is available on the Company'swebsite www.unitednilgiritea.com.
Report on Corporate Governance
A Report on Corporate Governance forms part of this report. TheAuditor's certificate on Corporate Governance is enclosed as an Annexure.
Management Discussion and Analysis Report
Management Discussion and Analysis Report is given separately whichforms part of this Report (Annexure-6).
Particulars of Employees
Particulars of employees as required under Section 197 (12) of theCompanies Act 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in Annexure-4.
A statement showing the remuneration of employees who were in receiptof remuneration as prescribed under Rule 5 (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this report and will beprovided to any member on a written request to the Company Secretary.
The Company has been certified by the Rain Forest Alliance and UTZ inthe area of environmental protection. To ensure sustainability and environmentalprotection your Company has undertaken planting of trees around 100 acres every year.This will ensure environmental protection and sustainable source of firewood to ourfactories.
Industrial relations have been cordial during the year.
The Company has not accepted or renewed any public deposit during theyear.
The Company has a vigil mechanism details of which can be accessed atthe Company's website www.unitednilgirtea.com. No complaints have been received during theyear under review.
Sexual Harassment of Women at Workplace
The Company's policy on Sexual Harassment of women employees can beaccessed at the Company's website www.unitednilgiritea.com. An Internal ComplaintsCommittee has been constituted to redress the grievances of women at workplace. Nocomplaint was reported during the year under review.
The Company maintains cost records for its products in the books ofaccount as per the requirement of Section 148 (1) of the Companies Act 2013 read withCompanies (Cost records and audit) Rules 2014.
There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and the Company's futureoperations.
The Board of Directors acknowledges the support received from thepromoters shareholders bankers suppliers customers and employees at all levels.