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United Nilgiri Tea Estates Company Ltd.

BSE: 530470 Sector: Agri and agri inputs
NSE: UNITEDTEA ISIN Code: INE458F01011
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United Nilgiri Tea Estates Company Ltd. (UNITEDTEA) - Director Report

Company director report

Your Directors have pleasure in presenting the 99th Annual Report on the performance ofthe Company together with the Audited Financial Statements for the financial year ended31st March 2021.

FINANCIAL RESULTS:

Rs. in Lakhs

31.03.2021 31.03.2020
Profit before finance cost depreciation and tax 1881.18 1669.52
Finance Cost 5.03 4.95
Depreciation 362.68 276.75
Profit before tax 1513.47 1387.82
Tax Expense (288.86) (316.63)
Profit for the year 1224.61 1071.19
Other Comprehensive Income 38.07 604.43
Total Comprehensive Income 1262.68 1675.62

Indian Accounting Standards (Ind AS)

In the preparation of financial statements the Company has followed the IndianAccounting Standards (Ind AS) and the financial results have been prepared in accordancewith the recognition and measurements principles laid down in the said standards.

Dividend

Your Directors have recommended a final dividend of Rs.1.70 per share (17%) whichtogether with an interim dividend of Re. 1/- per share (10%) already paid makes a totaldividend of Rs.2.70 per share (27%) for the year ended 31st March 2021 [previous yearRs.2.70 per share (27%)]. The proposed final dividend of Rs.1.70 per share (17%) for theyear amounting to Rs.8494162/- will be accounted in the financial year 2021-22 inaccordance with Ind AS10 ‘Events after the reporting period'.

Transfer to Reserves

The Directors have proposed to transfer a sum of Rs.1000 Lakhs to the General Reservewhich will be accounted in the financial year 2021-22 in accordance with Ind AS 10‘Events after the reporting period'.

Operations

The total quantity of tea manufactured during the year was higher at 3028848 kgs asagainst 2914862 kgs during the previous year.

The rainfall during the year was 1290 mm as against 1545 mm during the previous year.

Your Company has recorded a sale of 2922 836 kgs (previous year 2893991 kgs). Theaverage price realized during the year was higher when compared to the previous year.

Profit before tax for the year was Rs.1513.47 lakhs as against Rs.1387.82 lakhsduring the previous year.

The total exports during the year was 1356408 kgs as against 1599025 kgs during theprevious year.

Outlook

The rainfall since the beginning of the year is good. Consequently during the currentfinancial year crops are likely to be high. With enhanced production of organic teatogether with better realization the outlook appears to be good.

Share Capital

The paid up capital of the Company as at 31st March 2021 remains unchanged.

Directors Responsibility Statement

As required by sub-section 5 of Section 134 of the Companies Act 2013 your Directorsconfirm that:

a) in the preparation of Annual Accounts for the year ended 31st March 2021 theapplicable Indian Accounting Standards have been followed without any material departures;

b) such accounting policies have been selected and applied consistently and judgmentand estimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2021 and of the profit ofthe Company for that period;

c) proper and sufficient care has been records in accordance with the provisions of theCompanies Act 2013 to safeguard the assets of the Company and to prevent and detect fraudand other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) proper internal financial controls to be followed by the Company have been laid downand that the financial controls are adequate and were operating effectively;

f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and were operating effectively.

Directors and Key Managerial Personnel

Of the Directors liable to retire by rotation Ms.Mallika Srinivasan will retire at theforthcoming Annual General Meeting. She is eligible for re-election and offers accordinglyherself .

Ms. P. Shobhana Ravi was appointed as Additional Director on 10th August 2020 and sheholds office upto the date of the ensuing Annual General Meeting. The Company has receivednotice from a member proposing her appointment for the office of Director of the Company.In the opinion of the Board her appointment as a Director would be beneficial to theCompany.

Mr.T.G.B.Pinto Whole-time Director Mr.S.Raghuraman Chief Financial OfficerMr.R.V.Sridharan Company Secretary are the key managerial personnel of the Company.

Particulars of Loan Guarantees or Investments under Section 186

The Company has not given any loan or guarantee or made investments in any BodyCorporate in terms of Section 186 of the Companies Act 2013 during the financial year2020-21

Particulars of contracts or arrangements made with related parties

Particulars of contracts or arrangement with related parties referred to in Section 188(1) of the Companies Act 2013 in the prescribed form AOC-2 is appended as Annexure 2 tothis report.

Material changes and Commitments between 31st March 2021 and date of thisreport

There are no material changes and commitments affecting the financial position of thecompany which have occurred between 31st March 2021 and the date of this report.

Conservation of Energy Technology Absorption Exports and Foreign Exchange Earningsand Outgo

Details pertaining to Conservation of Energy Technology Absorption and ForeignExchange earnings and outgo are given in Annexure 1.

Transfer to Investor Education and Protection Fund (IEPF)

The Company has transferred during the year unclaimed dividend amounting to Rs.276672/- to the Investor Education and Protection Fund. There were no shares due to betransferred to the demat account of IEPF Authority during the year.

Annual Return

Extract of Annual Return in Form MGT-9 is given as Annexure 5 to this report.

Number of meetings of the Board

Six meetings of the Board were held during the year the details of which are furnishedin the Report on Corporate Governance which forms part of this report.

Declaration by Independent Directors

The Company has received declarations from all the independent directors confirmingthat they meet the criteria of independence as prescribed both under the Companies Act2013 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 remains unchanged whichcan be accessed on the Company's website www.unitednilgiritea.com.

Committees of the Board

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 and the meetingsheld during the financial year is provided in the Report on Corporate Governance.

Auditors

There are no qualifications reservations or adverse remarks or disclaimers made byM/s.K.S.Aiyar & Co. Chartered Accountants Statutory Auditors in their report.

M/s K.S.Aiyar & Co. Chartered Accountants were appointed as the Statutory Auditorsof the Company for a period of 5 years from the conclusion of the 95th Annual GeneralMeeting held on 4th August 2017 till the conclusion of 100th Annual General Meeting.Pursuant to the Companies (Amendment) Act 2017 with effect from May 7 2018 theratification of appointment of Statutory Auditors at every Annual General Meeting by themembers has been dispensed with.

Secretarial Audit Report

Secretarial Audit has been carried out by M/s. L.K. & Associates PractisingCompany Secretaries and their report is annexed herewith. There are no qualificationsreservations or adverse remarks.

Risk Management

The Company has a robust risk management policy and system. The strategic risks areintegrated with the business plan with mitigation measures. High impact operational andfinancial risks are reviewed by the management and discussed at the Board periodically.

Corporate Social Responsibility

CSR Policy objectives and the annual report on CSR activities are given in Annexure3. The Company's policy on Corporate Social Responsibility composition of the CSRCommittee and projects approved by the Board is available on the Company's websitewww.unitednilgiritea. com.

Besides supporting the orphanage and the public medical scheme administered by the

Company in the area of rural development and tribal welfare your Company has beenassociated with United Nilgiris Conservation Society (UNCS). UNCS since its establishmentin 2013 has built confidence and trust for people in Kotagiri and Ooty through its effortsachieve better standard of life through community development work.

Board Evaluation

The details are furnished in the Report on Corporate Governance which forms part ofthis Report. The policy regarding performance evaluation of Board of Directors and itsCommittees and Independent Directors is available on the Company's websitewww.unitednilgiritea.com.

Report on Corporate Governance

A Report on Corporate Governance forms part of this report. The Auditor's certificateon Corporate Governance is enclosed as an Annexure.

Management Discussion and Analysis Report

Management Discussion and Analysis Report is given separately which forms part of thisReport (Annexure 6).

Particulars of Employees

Particulars of employees as required under Section 197 (12) of the Companies Act 2013read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given in Annexure 4.

A statement showing the remuneration of employees who were in receipt of remunerationas prescribed under Rule 5 (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this report and will be provided to anymember on a written request to the Company Secretary.

Environmental Protection

The Company has been certified by the Rain Forest Alliance and UTZ in the area ofenvironmental protection. To ensure sustainability and environmental protection yourCompany has undertaken planting of trees around 100 acres every year. This will ensureenvironmental protection and sustainable source of firewood to our factories.

Industrial Relations

Industrial relations have been cordial during the year.

Public Deposits

The Company has not accepted or renewed any public deposit during the year.

Vigil Mechanism

The Company has a vigil mechanism details of which can be accessed at the Company'swebsite www.unitednilgirtea.com. No complaints have been received during the year underreview.

Sexual Harassment of Women at Workplace

As per the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 an Internal Complaints Committee has beenconstituted to redress the grievances of women at workplace. No complaint was reportedduring the year under review.

Cost Records

The Company maintains cost records for its products in the books of account as per therequirement of Section 148 (1) of the Companies Act 2013 read with Companies (Costrecords and audit) Rules 2014.

Others

There are no significant and material orders passed by the regulators or impacting thegoing concern status and the Company's future operations.

Acknowledgement

The Board of Directors acknowledges the support received from the promotersshareholders bankers suppliers customers and employees at all levels.

For and on behalf of the Board
Chennai MALLIKA SRINIVASAN
10th June 2021 Chairman

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