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Warren Tea Ltd.

BSE: 508494 Sector: Agri and agri inputs
NSE: WARRENTEA ISIN Code: INE712A01012
BSE 00:00 | 30 Sep 70.50 -0.95
(-1.33%)
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NSE 05:30 | 01 Jan Warren Tea Ltd
OPEN 70.40
PREVIOUS CLOSE 71.45
VOLUME 1052
52-Week high 99.65
52-Week low 61.65
P/E 14.81
Mkt Cap.(Rs cr) 84
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 70.40
CLOSE 71.45
VOLUME 1052
52-Week high 99.65
52-Week low 61.65
P/E 14.81
Mkt Cap.(Rs cr) 84
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Warren Tea Ltd. (WARRENTEA) - Director Report

Company director report

The Directors have pleasure in presenting their Forty-fifth AnnualReport together with the Audited Financial Statements of the Company for the year ended 31stMarch 2022.

Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the CompaniesAct 2013 and Rules framed thereunder the Annual Return as on 31st March2022 is available on the company's website athttps://www.warrentea.com/Documents/mgt7_202122.pdf .

Board Meetings

The details of the composition number and dates of meetings of theBoard and Committees held during the financial year 2021-22 are provided in the Report onCorporate Governance forming part of this Annual Report. The number of meetings of Board/Committees attended by each Director during the financial year 2021-22 are also providedin the Report on Corporate Governance. The Board of Directors held six meetings during theyear on 29th June 2021 12th August 2021 24thSeptember 2021 12th November 2021 16th December 2021 and 11thFebruary 2022. The Independent Directors of the Company have held two separate meetingsduring the financial year 2021-22 on 12th November 2021 and 11thFebruary 2022 details of which are also provided in the Report on Corporate Governance.

There have been no instances where the Board of Directors of theCompany have not accepted the recommendations of Audit Committee.

Directors' Responsibility Statement

The Board of Directors acknowledges the responsibilities for ensuringcompliance with the provisions of Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and in the preparation of the Annual Accountsfor the year ended on 31st March 2022 and confirm that:

(a) in the preparation of the annual accounts the applicable IndianAccounting Standards (Ind AS) have been followed and there are no material departurestherefrom;

(b) the Directors had selected such accounting policies and appliedthem consistently in accordance with applicable provisions and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit of theCompany for that period;

(c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) the Directors had prepared the annual accounts on a going concernbasis;

(e) 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) the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Independent Directors' Declaration

The declarations required under Section 149(7) of the Companies Act2013 from the Independent Directors of the Company confirming that they meet the criteriaof independence under Section 149(6) of the Companies Act 2013 have been duly receivedby the Company along with a declaration of compliance of sub-rule (1) and sub-rule (2) ofRule 6 of Companies (Appointment of Directors) Rules 2014. The independent directors havealso complied with the Code for Independent Directors prescribed in Schedule IV to the Actand Code of Conduct for Directors and senior management personnel. In the opinion of theBoard there has been no change in the circumstances which may affect their status asIndependent Directors of the Company.

Particulars of loans guarantees and investments

The Particulars of loans given by the Company pursuant to Section 186of the Companies Act 2013 are covered in Notes 4 & 13 of the Notes to the FinancialStatements.

The Company has not given any guarantee.

Particulars of investments made by the Company as required to bedisclosed in terms of Section 134(1)(g) of the Companies Act 2013 is given in Note 3 ofthe Notes to the Financial Statements.

Related Party Contracts

All Related Party transactions entered into by the Company with relatedparties during the financial year under review were conducted on an arm's lengthbasis and in the ordinary course of business and are in compliance with the applicableprovisions of the Act and the Listing Regulations details of which are set out in theNotes to Financial Statements forming part of this Annual Report.

All the transactions have been duly evaluated by the Audit Committeeand Board and have been found beneficial for the Company. These transactions were interalia based on various considerations such as business exigencies synergy in operationsand resources of the related parties.

Further the Company has not entered into anycontracts/arrangements/transactions with related parties which qualify as material inaccordance with the Policy of the Company on materiality of related party transactions.There are no materially significant related party transactions that may have potentialconflict with interest of the Company at large.

No transactions were carried out during the year which requiresreporting in Form AOC - 2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2)of the Companies (Accounts) Rules 2014.

Current Year Previous Year
(Rs in Lakhs) (Rs in Lakhs)
Profit/(Loss) before Depreciation Exceptional 497.35 260.57
Items and Tax
Less: Depreciation and Amortization 199.35 247.82
Add : Exceptional Items 237.87 2018.24
Profit/(Loss) before Tax 535.87 2030.99
Tax Expense
Current Tax - -
Deferred Tax (174.39) (1212.36)
Profit/(Loss) for the Year 710.26 3243.35
Other Comprehensive Income (85.42) 193.47
Total Comprehensive Income 624.84 3436.82
Adjustment on account of Lease and Land Revenue -
Balance brought forward from Previous Year 5466.86 2030.04
Balance carried to Balance Sheet 6091.70 5466.86

There have been series of significant changes in the overall marketscenario in last few years. Over last four years we have been faced with many a difficultcircumstance like vagaries of weather due to climate change severe pest infestationsignificant rise in labour wages due to statutory changes and also the recent pandemicall have had significant impact on Company's profitability.

During the year the Company has disposed off one of its Tea estatesnamely Balijan (North) Tea Estate and has used the proceeds thereof to consolidate andstrengthen its financial position as a concrete step towards improvement of the overallperformance of the Company. The Board has taken steps to address the situation and is ofthe view that as a result of these measures operations of the Company will becomeprofitable in the future.

The financial year under review continued to remain challenging. Anunprecedented and unexpected onslaught of Covid-19 led pandemic across the worldresulting in a complete lockdown across the country in the first quarter of FY 21. Thesecond surge of the pandemic had impacted human lives in an unprecedented manner.

Your Directors also wish to record their appreciation for the continuedco-operation support and commitment received from the employees of the Company in risingup to the challenges thrown at them due to COVID-19 crisis and associated shutdown. It wasdue to their untiring efforts that the Company could resume operations swiftly withoutdelay while following all the required safety procedures as per protocol and ensuringlease amount of loss to production sale and human life.

Subsidiaries Associates or Joint Venture

As on March 31 2022 company does not have any subsidiary/JointVentures.

There were no companies which have become/ceased to be SubsidiariesJoint Ventures and Associate Companies during the year.

The Company as on 31st March 22 has one associate companynamely Maple Hotels & Resorts Limited.

During the year under review Covid – 19 continued its rampage. InIndia the second wave proved deadly creating havoc crippling the nation's economyto the highest extent in first quarter and at significant extent in second quarter.Industry suffered at its worst and your Company was no exception. However there was asteady recovery in third quarter and the same continued in fourth quarter except inMid-January to February 2022 due to onslaught of third wave. However otherwise steadyrecovery was observed. This has been reflected in the performance of your Companysignificantly increasing the sales from Rs 331.21 lacs to Rs 1009.66 lacs resulting in animproved EBITDA of Rs 320.08 lacs against last year's Rs 31.16 lacs.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013Consolidated Financial Statements together with a statement containing the salientfeatures of the Financial Statements of Maple Hotels & Resorts Limited in AOC - 1forms a part of this Annual Report.

Deposits

The Company has not accepted any deposits from public within themeaning of Chapter V of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 during the year under review.

Internal Control Systems

Your Company has in place adequate system of Internal Control at alllevels of Management and commensurate with its size and nature of operations and they areregularly reviewed for effectiveness by firms of practising Chartered Accountants. Thedetails in respect of the Internal Control Systems and their adequacy are set out in theManagement Discussion and Analysis Report forming part of the Board's Report. TheAudit Committee of the Board review on the Internal Audit Report and corrective actiontaken on the findings are also reported to the Audit Committee.

Auditors' Report

Your Company's Statutory Auditors Messrs GARV & AssociatesChartered Accountants (Firm Registration No. 301094E) have submitted their Report inrespect of the financial year 2021-22 under Section 143 of the Companies Act 2013.

The report of the Statutory Auditors during the year under review doesnot contain any qualification reservation or adverse remark or disclaimer.

The Notes to the Financial Statements are also self-explanatory and donot call for any further comments.

Cost Audit

Your Company's Cost Auditor Messrs Shome and Banerjee CostAccountants conducted the Cost Audit for the year ended 31st March 2021 andsubmitted their report to the appropriate authorities within the stipulated time on 28thSeptember 2021. Maintenance of cost records as specified by the Central Government undersub-section 1 of Section 148 of the Companies Act 2013 is required by the Company andaccordingly such accounts and records are made and maintained.

Secretarial Audit

In terms of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andRegulation 24A of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 Messrs MKB & Associates PractisingCompany Secretaries had been appointed as the Secretarial Auditor of the Company to carryout the Secretarial Audit including Secretarial Compliance Audit for the Financial Year2021-22.

The Secretarial Audit Report certified by Messrs MKB & Associatesin the specified Form MR - 3 is annexed to this Report as Annexure A which isself-explanatory and does not contain any qualification reservation or adverse remark ordisclaimer.

Furthermore the Secretarial Auditor Messrs. MKB & AssociatesPractising Company Secretaries have also certified the compliance as per the SEBI (ListingObligations and Disclosure requirements) (Amendment) Regulations 2018 and same has beenintimated to the Stock Exchanges within the stipulated time.

None of the Auditors of the Company have reported any fraud during theyear under review.

Resum? of Performance

During the year under review vagaries of weather predominantly as aresult of global climatic changes had a substantial effect on the production of tea.Simultaneously increase in input cost mainly on account of significant rise in wageswithout commensurate increase in realization also affected the Company's totalincome.

The Company has made major developmental works in factory and field.The availability of the fund was only possible by selling one more tea estate of theCompany as because the Company had to incur losses to the tune of more than Rs. 50 croresduring earlier years ended on financial year March 2020. However the Company reversed thistrend and made profits during financial year April 2020- March 2021 as mentioned in thisreport.

Crop

Your Company's saleable crop was 3.69 Million Kgs. as compared tothe previous year's saleable crop of 4.65 Million Kgs.

Crop figures during the past five years for its tea estates are givenbelow:

Year Ended on 31.03.2022 Saleable Crop
In Million Kgs.
3.69
31.03.2021 4.65
31.03.2020 7.04
31.03.2019 6.74
31.03.2018 6.71

Revenue from Operations

Revenue from tea operations was Rs 8974.27 Lakhs for the year underreview as against Rs 10592.94 Lakhs in the previous year.

Quality

Your Company's adherence to its policy of manufacture only fromits own leaf together with proactive agricultural practices contributed to maintenance ofpremium quality of your Company's teas. Hatimara tea estate of your Company continueto have Rainforest Alliance Certification and all other estates have ISO 22000:2005Certification FSSAI and Trustea Verification Certification . The Company'sIntegrated Pest Management Policy for agro inputs are in consonance with the PlantProtection Code of the Tea Board of India and your Company and its Management continues tobe ever alert on the issues of Maximum (Permissible Chemicals) Residue Limits. Our focusfor the year to produce best quality teas through the season remains our commitment.

Exports

Exports for the year was Rs 285.20 Lakhs against Rs 181.92 Lakhs forthe previous year.

Prospects

Your Directors expect the current year production to be normal inspiteof wage rate increase from Rs. 167/- to Rs. 205/- and we expect favourable year on accountof lower cost of production due to extensive programme for developmental work both in allthe factories and fields (which includes the upgradation of transport fleet). Your Companyis taking necessary steps for manufacturing quality teas. The tea market has been veryfavourable for quality teas which has led to good demands in the domestic market. Theoutlook for the current year seems to be optimistic.

Dividend

Your Management feels it would be prudent to plough back resources inits tea estates for sustainable development improvement and growth and therefore yourDirectors have considered not to declare any dividend for the year under review.

Material changes and commitments consequent to year end

No material changes and commitments have occurred from the date ofclose of financial year till the date of this Report which might affect the financialposition of the Company.

Sale of Tea Estates & Other Assets

The Company obtained the approval of the shareholders under Section180(1) (a) of the Companies Act 2013 by way of a special Resolution passed by postalballot the result of which was declared on 28th January 2020 authorising the Board forselling leasing or otherwise disposing of certain Tea Estate of the Company and/or otherassets having value in excess of twenty percent of the value of the undertaking of theCompany.

The Board of Directors at its various Meeting during the previous andcurrent financial year had decided and monetised its few fixed assets including Balijan(North) Tea Estate situated at Post Chabua Dist. Dibrugarh Assam . An Agreement for Salewas signed with Dhunseri Tea & Industries Limited having its Registered Office atDhunseri House 4A Woodburn Park Kolkata 700 020 West Bengal India for a considerationof Rs 27 Crores on 19th January 2022 and used the proceeds thereof toconsolidate and strengthen its financial position as a concrete step towards improvementof the overall performance of the Company.

In line with the decision the Company also obtained the approval ofthe shareholders under Section 180(1) (a) of the Companies Act 2013 by way of a specialResolution passed by postal ballot the result of which was declared on 28th January 2020authorising the Board for selling leasing or otherwise disposing of certain Tea Estateof the Company and/or other assets having value in excess of twenty percent of the valueof the undertaking of the Company.

In view of undertaking extensive Developmental works in Plantation andthe factory which could not have been possible due to the Financial Loss incurred inearlier years the company sold one of its Tea Estate to fulfill the commitment. Thedetails of computation of exceptional income is given below :

 

 

(Rs in Lakhs)

Sale Value Book Value Capital Work in Progress written off Profit
Balijan North Tea Estate 2700.00 2226.64 235.49 237.87

Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo

The details of conservation of energy technology absorption foreignexchange earnings and outgo are as follows:

(A) Conservation of energy

(i) The steps taken or impact on conservation of energy:

The Company is emphasizing continuously on conserving energy and itsreduction. The Company is sensitive enough on this issue for several years and continueswith its efforts to regulate consumption and conserve energy. Apart from the ecologicalimpact the energy cost is one of the two major inputs in the production cost other beingthe labour cost. The Company with the view to reduce major costs is continuously trying toexplore the avenues to reduce consumption of the energy. Energy Audits are carried out byrespective gardens to study ways and means of energy reduction.

As a policy the Company is continuing with the process of replacementof old and existing equipment in a phased manner with newer/energy efficient equipment. Tobecome more energy efficient manufacturing and other related processes are being reviewedand necessary changes are being carried out with a view to conserve and make efficient useof energy.

The process of replacing incandescent bulbs & CFL with LEDcontinues. The Company is continuously replacing the traditional high gas consumptionburners with most energy efficient economical burners which has reduced energyconsumption. All the estates of the Company are making efforts in optimizing machineryoutput resulting in reasonable power savings and improvement of Power Factor by correctuse of Induction load/Devices.

(ii) The steps taken by the Company for utilizing alternate sources ofenergy:

During the year under review no major steps were initiated forutilizing alternate source of energy by the Company.

(iii) The capital investment on energy conservation equipment:

During the year under review no capital investments were made onenergy conservation equipments except for maintenance of pre installed energy savingmachinery like VFBD & CFMs.

The Company further continues to use and maintain the existing energysaving devices resulting in energy savings Installation of VFBD & CFM together witheconomical burners and installation of conveyor system has increased the productionefficiently which has resulted in overall reduction of energy consumption as well asmanpower and has ultimately reduced the cost of production. Daily monitoring of both gasand electricity are being carried out and immediate corrective action if necessary arebeing taken to become more energy efficient.

(B) Technology absorption –

(i) The efforts made towards technology absorption;
(ii) The benefits derived like product improvement cost reduction product development or import substitution;
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year) - Not Applicable
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and
(iv) The expenditure incurred on Research and Developments:

The Company did not carry out any Research & Developmentalactivities on its own. However during the year the Company subscribed a sum of

Rs 19.81 Lakhs to Tea Research Association (‘TRA')which has been set up for the purpose of carrying out research aimed at improving variousaspects of tea plantations who derive benefit from such detailed work carried out by TRA.The expenses for such work are collectively borne by TRA from the contributions made byvarious tea companies.

(C) Foreign exchange earnings and outgo -

The Foreign Exchange earned in terms of actual inflows during the yearand the Foreign Exchange outgo during the year in terms of actual outflows :

Foreign exchange – Earned (Gross) - Rs 284.75. Lakhs

- Outgo - Nil

Risk Management

The Company has adopted and implemented a Risk Management Policy afteridentifying various risk which the Company encounters with during the course of itsbusiness. The Risk Management Committee reviews the risk assessment and minimizationprocedure in the light of the Risk Management Policy of the Company. Details of RiskManagement Committee are given separately in the Corporate Governance Report at Annexure Eto this Report. In the opinion of the Board there is no such risk which may threaten thepresent existence of the Company.

Corporate Social Responsibility

The existing Corporate Social Responsibility Committee had beenreconstituted on 29th June 2021 comprised of Mrs Sonia Barman as Chairpersonand Mrs A K Bindra Mr Vinay K Goenka Mr Kunal R Shah as Members with Mrs SomaChakraborty Company Secretary as its Secretary. The broad terms of reference of theCorporate Social Responsibility (CSR) Committee are:

- Formulate and recommend to the Board the CSR Policy

- Recommend the amount of expenditure to be incurred on the activitiesundertaken

- Monitor the CSR Policy of the Company from time to time

- Review the performance of the Company in the area of CSR includingthe evaluation of the impact of the Company's CSR activities

- Review the Company's disclosure of CSR matters.

Further details of the CSR Policy and related matters together withdetails of the Committee have been annexed as Annexure B to this Report. The Policy isalso available on the Company's website at www.warrentea.com.

Board Evaluation

The Nomination and Remuneration Committee has earlier approved theBoard Evaluation Policy. An annual evaluation of the performances of the Board itsCommittees and that of the individual Directors was undertaken during the year on thebasis of the criteria such as the composition structure functioning effectiveness ofthe Board the Committee Meetings the contribution and preparedness of individualDirectors to the Board and Committees etc. after seeking inputs from all the Directors.The Directors including Independent Directors and the Non –Independent Directors havecontinued to contribute their inputs in the process of evaluation of the Directors. TheIndependent Directors and Nomination and Remuneration Committee members have continued toreview the performance of all the Directors including the Chairman and thence theperformance of the Board as a whole. The Board in turn with such inputs have carried outannual evaluation of its own performance its Committees and individual Directors. Theperformance of non-independent Directors the Chairman and the Board as a whole wasevaluated by the Independent Directors in a separate Meeting held during the year. TheBoard members were satisfied with the evaluation process.

Audit Committee

The existing Audit Committee of the Board had been reconstituted 29thJune 2021 with Mr. L. K. Halwasiya as Chairman Mr. S. Bhoopal and Mr. N Dutta and Mr.Kunal R Shah as members with Mrs Soma Chakraborty as its Company Secretary. During theyear there were no instances where the Board had not accepted the recommendations of theAudit Committee. Further details of the Committee relating to their terms of referencecomposition and meetings held during the year are included in the report on CorporateGovernance in Annexure E to this Report.

Whistle Blower Policy – Vigil Mechanism

The Company has established an effective vigil mechanism for directorsand employees with a view to report their genuine concerns about unethical behaviouractual or suspected fraud /or violation of Company's code of conduct/leak ofunpublished price sensitive information. The Audit Committee of the Board monitors andoversees such Vigil Mechanism of the Company. It is also confirmed that no personnel hasbeen denied access to the audit committee during the year under review.

A detailed policy related to the Whistle Blower – Vigil Mechanismis available at Company's website at www.warrentea.com.

Nomination and Remuneration Committee and Policy

The existing Nomination and Remuneration Committee has beenreconstituted on 29th June 2021 with Mr. L K Halwasiya as Chairman Mr SBhoopal Mrs S Barman Mr N Dutta and Mr Kunal R Shah all Non-executive IndependentDirectors as members and Mrs. S. Chakraborty Company Secretary is the Secretary to theCommittee. It recommends to the Board inter alia the Remuneration Package of Directorsand Key and other Senior Managerial Personnel. Further details relating to the Committeeare set out in the Report on Corporate Governance in Annexure E to this Report.

The policy for evaluation of Directors which contains evaluationcriteria; such criteria include contributing to monitoring and reviewing etc. and hasacted upon the same. The particulars required to be furnished relating to the Policy onDirectors' appointment and remuneration including criteria for determiningqualification positive attributes and independence of a Director and other relatedmatters including remuneration of employees has been uploaded on the website of theCompany which can be accessed under the weblink:http://www.warrentea.com/Documents/nomination_remuneration_policy.pdf.

The Company's Policy on Director's appointment andremuneration and other matters provided in Section 178(3) of the Act has been disclosed inthe Corporate Governance Report.

Stakeholders Relationship Committee

The Committee reconstituted on 29th June 2021 consisting ofMrs. Anup Kaur Bindra as the Chairman Mr S Bhoopal Mr. Vinay K Goenka and Mr Kunal RShah as members with Mrs. Soma Chakraborty Company Secretary as its Secretary. Details ofthe Committee are provided in the Report on Corporate Governance in Annexure E to thisReport.

Change in nature of Business if any

There has been no change in the nature of business of the Companyduring the financial year 2021-22.

Statement of compliance of applicable Secretarial Standards

During the year under review your Company has duly complied with theapplicable Provisions of the Secretarial Standards issued by the Institute of CompanySecretaries of India (ICSI).

Directors and Key Managerial Personnel

In accordance with the Articles of Association of the Company Mr VinayK Goenka (DIN 00043124) Executive Chairman of the Company retires by rotation at the 45thAnnual General Meeting and being eligible has offered himself for reappointment. The KeyManagerial Personnel of the Company are Mr. Vinay K Goenka Mrs. S. Chakraborty and Mr.S.K. Mukhopadhyay.

The Company has received declarations from its Independent directorunder Section 149(7) confirming that they meet the criteria of independence as provided insub-section (6) of section 149 of the Companies Act 2013.

None of the Directors of the Company is disqualified for beingappointed as Director as specified under Section 164(2) of the Companies Act 2013 andRule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014.

The Board is satisfied of the integrity expertise and experience(including proficiency) in terms of Section 150(1) of the Act and applicable rulesthereunder) of all Independent Directors on the Board. The Independent Directors have alsodeclared that they have registered their name with the data bank maintained by the IndianInstitute of Corporate

Affairs as required under the provisions of section 150 of the Act readwith Rule 6(1) of Companies (Appointment and Qualification of Directors) Rules 2014.

Personnel

The information of employees and managerial remuneration as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and other details areannexed herewith and forms part of this Report (Annexure C).

Your Company treats its human capital as its most important asset. Thewelfare and well-being of the workers are monitored closely and the Company maintainsharmonious relationship with the employees.

Industrial relations remained cordial throughout the year and yourBoard of Directors thank employees at all levels for their valuable service and supportduring the year. It is your Company's endeavour to provide safe healthy andsustainable work environment in all the estates. Your Company is committed to provide awork environment which ensures that every woman employee is treated with dignity respectand equality. As per the requirements of Sexual Harassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013 (POSH) your Company has alsoestablished a policy to prevent sexual harassment of its women employees. The policyallows every employee to freely report any such act with the assurance of prompt action tobe taken thereon. The Company has always believed in a policy against sexual harassmentwhich has also found its place in the governing Codes of Conduct and Ethics applicable toits employees which includes a mechanism to redress such complaints.

Further the Company has in place Internal Complaints Committees forAssam and Kolkata and your Company had complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. Following are theparticulars relating to complaints handled by the Company during the year:

Number of complaints of Sexual Harassment received/filed and disposedoff : Nil during the year and pending as on end of financial year .

Corporate Governance

The Company has complied with the Corporate Governance requirementsunder the Act and as stipulated under Regulation 17 to Regulation 27 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. A Management Discussion and Analysis Report is provided in Annexure D. A separateReport on Corporate Governance in terms of Regulation 34(3) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 is alsoprovided in Annexure E to this Report.

Certifications

A Declaration affirming compliance with the Code of Conduct of theCompany and Auditor's Certificate of compliance with the conditions of CorporateGovernance are collectively annexed in Annexure E to this Report.

Auditors

The present Statutory Auditors M/s GARV & Associates CharteredAccountants (Firm Registration No. 301094E ) were appointed as Statutory Auditors at theforty fourth Annual General Meeting held on 15th September 2021 to hold officetill the conclusion of the forty ninth Annual General Meeting.

Messrs Shome & Banerjee Cost Accountants have been reappointed foraudit of Cost Accounts maintained by the Company for the year ending 31stMarch 2023 and their remuneration is being placed for approval of the Shareholders atthe forthcoming Annual General Meeting.

General Disclosures

Your Directors state that :

1. There is no change in the share capital of the Company during theyear.

2. No amount is proposed to be transferred to General Reserve duringthe year.

3. The Company has not issued equity shares with differential rights asto dividend voting or otherwise.

4. During the year under review no application has been made or anyproceeding is pending under the Insolvency and Bankruptcy Code 2016 against the Company.

5. During the year under review there were no instance of one-timesettlement with banks or financial institutions and hence the differences in valuation asenumerated under Rule8 (5) (xii) of Companies (Accounts) Rules 2014 as amended do notarise.

6. No Significant orders have been passed by the Regulators CourtsTribunals impacting going concern status and status of company's operations in future.

Kolkata Vinay K Goenka
April 28 2022 Executive Chairman

.