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Warren Tea Ltd.

BSE: 508494 Sector: Agri and agri inputs
NSE: WARRENTEA ISIN Code: INE712A01012
BSE 16:00 | 02 Aug 95.90 0.05
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NSE 05:30 | 01 Jan Warren Tea Ltd
OPEN 99.00
PREVIOUS CLOSE 95.85
VOLUME 8070
52-Week high 105.15
52-Week low 39.90
P/E 9.36
Mkt Cap.(Rs cr) 115
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 99.00
CLOSE 95.85
VOLUME 8070
52-Week high 105.15
52-Week low 39.90
P/E 9.36
Mkt Cap.(Rs cr) 115
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

Warren Tea Limited

The Directors have pleasure in submitting their Forty-third Annual Report with theAudited Financial Statements of your Company for the year ended 31st March2020.

Extract of Annual Return

In compliance with Section 92(3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 extract of annual Return in formMGT-9 is attached as Annexure A to this Report.

Board Meetings

The Board of Directors met 7 (seven) times during the financial year 2019-20. Furtherdetails have been provided in the Corporate Governance Report pursuant to Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 which is annexed as Annexure F to this Report.

Directors' Responsibility Statement

The Board of Directors acknowledges the responsibilities for ensuring compliance withthe provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and in the preparation of the Annual Accounts for the year ended on 31stMarch 2020 and state that:

(a) in the preparation of the annual accounts the applicable Indian AccountingStandards (Ind AS) have been followed and there are no material departures therefrom;

(b) the Directors had selected such accounting policies and applied them consistentlyin accordance with applicable provisions and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

(e) 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) 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 Act 2013 from theIndependent Directors of the Company confirming that they meet the criteria ofindependence under Section 149(6) of the Companies Act 2013 have been duly received bythe 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.

Particulars of loans guarantees and investments

The particulars of loans made by the Company are covered in Notes 4 & 13 of theNotes to the Financial Statements.

The Company has not given any guarantee.

Particulars of investments made by the Company is given in Note 3 of the Notes to theFinancial Statements.

Related Party Contracts

During the year under review all transactions entered into by the Company with relatedparties were in compliance with the applicable provisions of the Act and the ListingRegulations details of which are set out in the Notes to Financial Statements formingpart of this Annual Report. All the transactions have been duly evaluated by the AuditCommittee and Board and have been found beneficial for the Company. These transactionswere inter alia based on various considerations such as business exigencies synergy inoperations and resources of the related parties.

Further the Company has not entered into any contracts/arrangements/transactions withrelated parties which qualify as material in accordance with the Policy of the Company onmateriality of related party transactions. There are no materially significant relatedparty transactions that may have potential conflict with interest of the Company at large.

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

Financial Summary highlights and State of the Company's Affairs

Current Year Previous Year
(Rs. in Lakhs) (Rs. in Lakhs)
Profit/(Loss) before Depreciation and Tax (2894.90) (2030.36)
Less: Depreciation and Amortization 272.60 347.12
Profit/(Loss) before Tax (3167.50) (2377.48)
Tax Expense
Current Tax - -
Deferred Tax (750.90) (785.45)
Profit/(Loss) for the Year (2416.60) (1592.03)
Other Comprehensive Income 348.10 373.96
Total Comprehensive Income (2068.50) (1218.07)
Adjustment on account of Lease and Land Revenue 43.49 -
Balance brought forward from Previous Year 4055.05 5273.12
Balance carried to Balance Sheet 2030.04 4055.05

There have been series of significant changes in the overall market scenario in lastfew years. Over last four years we have been faced with many a difficult circumstancelike vagaries of weather due to climate change severe pest infestation significant risein labour wages due to statutory changes and also the recent pandemic all have hadsignificant impact on Company's profitability.The Board of Directors had decided todispose off one or more of its estates and/ or other assets and use the proceeds thereofto consolidate and strengthen its financial position as a concrete step towardsimprovement of the overall performance of the Company.The Board has taken steps to addressthe situation and is of the view that as a result of these measures operations of theCompany will become profitable in the future.

There were no companies which have become/ceased to be Subsidiaries Joint Ventures andAssociate Companies during the year.

During the year under review economy across the globe including in India facedsevere economic slowdown. Business Houses to curtail their costs reduced business travelas well as cut down on travelling entitlements of their staffs. The Economic downturn alsonegatively hit the consumer sentiment resulting in lesser leisure travel. These combinedresulted in lower Occupancies. Additionally Hotel Industry's occupancy had become minimalwith outbreak of Covid-19 pandemic in March2020. These resulted in decrease of revenue ofMaple Hotels and Resorts Limited to Rs. 1543.52 Lacs from Rs. 1702.51 achieved in previousyear. This has resulted in Profit before Tax marginally from Rs. 101.74 Lacs in previousyear to Rs. 90.11 Lacs in current Year.

As required under Section 129(3) of the Companies Act 2013 Consolidated FinancialStatements together with a statement containing the salient features of the FinancialStatements of Maple Hotels & Resorts Limited in AOC - 1 forms a part of this AnnualReport.

Deposits

The Company has not accepted any deposits within the meaning of Chapter V of theCompanies Act 2013 during the year under review.

Regulatory Orders

There is no significant and material order passed by Regulators/Courts/Tribunalsimpacting the going concern status and Company's operations in future.

Internal Control Systems

Your Company has adequate Internal Control System at all levels of Management andcommensurate with its size and nature of operations and they are regularly reviewed foreffectiveness by firms of practising Chartered Accountants. The details in respect of theInternal Control Systems and their adequacy are set out in the Management Discussion andAnalysis Report forming part of the Board's Report. The Audit Committee of the Board looksinto the Auditors' review which is deliberated upon and corrective action taken whereverrequired.

Auditors' Report

Messrs B M Chatrath & Co LLP Statutory Auditors have submitted their Report inrespect of the financial year 2019-20 under Section 143 of the Companies Act 2013.

The report of the Statutory Auditors during the year under review does not contain anyqualification reservation or adverse remark or disclaimer. The Notes to the FinancialStatements are also self-explanatory and do not call for any further comments.

Cost Audit

The Cost Audit had been completed by Messrs Shome and Banerjee Cost Accountants forthe year ended 31st March 2019. The Cost Audit Report had been submitted bythe Cost Auditors to the appropriate authorities within the stipulated time on 25thSeptember 2019. 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 the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 and Regulation 24A of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 Messrs MKB & Associates Practising Company Secretaries had been appointed asthe Secretarial Auditor of the Company to carry out the Secretarial Audit includingSecretarial Compliance Audit for the Financial Year 2019-20.

The Secretarial Audit Report given by Messrs MKB & Associates is annexed to thisReport as Annexure B which is self-explanatory and does not contain any qualificationreservation or adverse remark or disclaimer.

None of the Auditors of the Company have reported any fraud during the year underreview.

Resum of Performance

During the year under review other income of the Company improved from Rs. 100.90 lacsto

Rs. 173.75 lacs resulting in a total income of Rs. 12465.02 lacs from Rs. 11951.06 lacsof earlier year. During the year under review Revenue from operation increased from Rs.11850.16 lacs in the previous year to Rs. 12291.27 lacs this year. However the benefitsof increased revenue was eroded by significant increase towards statutory employeebenefits by Rs. 534.53 lacs. There was an increase in financing cost to an extent of Rs.129.71 lacs. Other expenses were also lowered by about Rs. 127.09 lacs with cost controleffort. These resulted to a total comprehensive income

Rs. (2068.50) lacs for the year. It is worthwhile to mention that the Company could notcarry out plucking operations for the last weeks of the month of March2020 which is theprime time for crop generation due to COVID 19 pandemic.

Crop

Your Company's saleable crop was 7.04 Million Kgs. as compared to the previous year'sproduction of 6.74 Million Kgs.

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

Year Ended on Saleable Crop
In Million Kgs.
31.03.2020 7.04
31.03.2019 6.74
31.03.2018 6.71
31.03.2017 6.09
31.03.2016 7.18

Revenue from Operations

Revenue from tea operations was Rs. 12291.27 Lakhs for the year under review as against

Rs. 11850.16 Lakhs in the previous year.

Quality

Your Company's adherence to its policy of manufacture only from its own leaf togetherwith proactive agricultural practices contributed to maintenance of premium quality ofyour Company's teas. Hatimara tea estate of your Company continue to have RainforestAlliance Certification ISO 22000:2005 Certification and Trustea VerificationCertification. The Company's Integrated Pest Management Policy for agro inputs are inconsonance with the Plant Protection Code of the Tea Board of India and your Company andits Management continues to be ever alert on the issues of Maximum (Permissible Chemicals)Residue Limits.

Exports

Exports for the year was Rs. 176.38 Lakhs against Rs. 78.90 Lakhs for the previousyear.

Prospects

The overall impact of COVID 19 on the Company's financials for the ongoing financialyear is difficult to predict with any certainty due to unpredictable nature of issuesarising as well as uncertainty of how prices and production will shape up during thebalance period. The lower production will reduce our sales volume as well as deferment ofpurchase due to logistics have created a stress on the cash flow of the Company. Thisstress on the Cash Flow is expected to be of short term in nature and hopefully shall getreversed in the second half of the financial year depending upon the containment of theongoing pandemic. Marketing efforts have been stepped up by the Company to improve sales.Due to reduction in production across all geography price is expected to firm up andaverage realization improve . However till economic condition improves volumes areexpected to remain somewhat subdued. Management is monitoring the situation on an ongoingbasis and various precautionary measures are being implemented in consultation with theTea Research Association across the producing locations of the Company to ensure recoveryof lost production to the extent possible.

Dividend

Keeping the financial performance of the Company in view your Directors do notrecommend any dividend for the financial year 2019-20.

Material changes and commitments consequent to year end

Your Directors confirm that there were no material changes and commitments affectingthe financial position of the Company which have occurred between the end of the financialyear to which the financial statement relates and the date of this report. However theimpact on the financial performance of the Company caused due to the outbreak of COVID-19virus pandemic is explained separately in the notes to the financial statements.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The details of conservation of energy technology absorption foreign exchange earningsand 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 its reduction. TheCompany is sensitive enough on this issue for several years and continues with its effortsto regulate consumption and conserve energy. Apart from the ecological impact the energycost is one of the two major inputs in the production cost other being the labour cost.The Company with the view to reduce major costs is continuously trying to explore theavenues to reduce consumption of the energy. Energy Audits are carried out by respectivegardens to study ways and means of energy reduction.

As a policy the Company is continuing with the process of replacement of old andexisting equipment in a phased manner with newer/energy efficient equipment. To becomemore energy efficient manufacturing and other related processes are being reviewed andnecessary changes are being carried out with a view to conserve and make efficient use ofenergy.

The process of replacing incandescent bulbs with CFL/LED continues. The Company iscontinuously replacing the traditional high gas consumption burners with most energyefficient economical burners which has reduced energy consumption. All the estates of theCompany are making efforts in optimizing machinery output resulting in reasonable powersavings improvement of Power Factor by correct use of Induction load/Devices.

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

During the year under review no major steps were initiated for utilizing alternatesource of energy by the Company.

(iii) The capital investment on energy conservation equipment:

(a) Installation of New CTC's with less power requirement : In Deoholl T.E. - old CTC:30 HP / 25HP / 25 HP New CTC: 25 HP / 20 HP / 20 HP 1st cut / 2nd cut / 3rdcut

(b) Installation of I.P.R.S. (Industrial Pressure Regulating System to increase Gasconsumption efficiency : - in Tara T. E.

(c) Conversion of conventional Panel Board & sophisticated panel boards to minimizethe losses of energy through proper power distribution: - in Hatimara T. E.

(d) Installation of Gas Flow Meters to monitor correct gas consumption therebyincreasing efficiencies : - in Deohall & Hatimara T.E.

The Company further continues to invest resulting in energy savings. Installation ofVFBD & CFM together with economical burners and installation of conveyor

System has increased the production efficiently which has resulted in overall reductionof energy consumption as well as manpower and has ultimately reduced the cost ofproduction. Daily monitoring of both gas and electricity are being carried out andimmediate corrective action if necessary are being 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 Development:

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

Rs. 27.06 Lakhs to Tea Research Association (‘TRA') which has been set upfor the purpose of carrying out research aimed at improving various aspects of teaplantations who derive benefit from such detailed work carried out by TRA. The expensesfor such work are collectively borne by TRA from the contributions made by various teacompanies.

(C) Foreign exchange earnings and outgo:

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

Foreign exchange – Earned (Gross) - Rs. 180.01 Lakhs
- Outgo - Rs. 0.81 Lakhs

Risk Management

The Company has adopted and implemented a Risk Management Policy after identifyingvarious risk which the Company encounters with during the course of its business. The RiskManagement

Committee reviews the risk assessment and minimization procedure in the light of theRisk Management Policy of the Company. Details of Risk Management Committee are givenseparately in the Corporate Governance Report at Annexure F to this Report. In the opinionof the Board there is no such risk which may threaten the present existence of theCompany.

Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act 2013 and the relevant Rules theCorporate Social Responsibility Committee as on 31st March 2020 comprised ofMrs S Barman as Chairperson and Mrs A K Bindra Mr Vinay K Goenka and Mr S K Ghosh asMembers with President-Legal & Company Secretary as its Secretary. The Committeereconstituted on 2nd June 2020 consisting of Mrs. Sonia Barman as Chairpersonand Mrs. A K Bindra and Mr. Vinay K Goenka as Members with Mrs. Soma Chakraborty CompanySecretary as its Secretary. The broad terms of reference of the Corporate SocialResponsibility (CSR) Committee are:

- Formulate and recommend to the Board the CSR Policy

- Recommend the amount of expenditure to be incurred on the activities undertaken

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

- Review the performance of the Company in the area of CSR including the evaluation ofthe 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 with details of theCommittee have been annexed as Annexure C to this Report. The Policy is also available onthe Company's website at www.warrentea.com.

Board Evaluation

The Nomination and Remuneration Committee has earlier approved the Board EvaluationPolicy. An annual evaluation of the performances of the Board its Committees and that ofthe individual Directors was undertaken during the year on the basis of the criteria suchas the composition structure functioning effectiveness of the Board the Committeesthe contribution and preparedness of individual Directors to the Board and Committees etc.after seeking inputs from all the Directors. The Directors including Independent Directorsand the Non –Independent Directors have continued to contribute their inputs in theprocess of evaluation of the Directors. The Independent Directors and Nomination andRemuneration Committee members have continued to review the performance of all theDirectors including the Chairman and the Managing Director and thence the performance ofthe Board as a whole. The Board in turn with such inputs have carried out annualevaluation of its own performance its Committees and individual Directors. In a separatemeeting of the Independent Directors the performance of the non-independent Directors theChairman and the Board as a whole was evaluated.

Audit Committee

The Audit Committee of the Board as on 31st March 2020 comprises of Mr SBhoopal as Chairman Mr L K Halwasiya and Mr N Dutta as members with Mr. S. Roy President– Legal & Company Secretary as the Secretary . Consequent on the retirement ofPresident-Legal & Company Secretary the Committee reconstituted on 2ndJune 2020 and the Audit Committee reconstituted with immediate effect consisting of Mr.S. Bhoopal as Chairman Mr. L. K. Halwasiya and Mr. N Dutta as members with Mrs SomaChakraborty as its Company Secretary. During the year there were no instances where theBoard had not accepted the recommendations of the Audit Committee. Further details of theCommittee relating to their terms of reference composition and meetings held during theyear are included in the report on Corporate Governance in Annexure F to this Report.

Whistle Blower Policy – Vigil Mechanism

The Company has established vigil mechanism for directors and employees with a view toaddress their genuine concerns about unethical behaviour actual or suspected fraud /orviolation of Company's code of conduct/leak of unpublished price sensitive information.The Audit Committee of the Board monitors and oversees such Vigil Mechanism of theCompany. It is also confirmed that no personnel has been denied access to the auditcommittee during the year under review.

A detailed policy related to the Whistle Blower – Vigil Mechanism is available atcompany's website at www.warrentea.com.

Nomination and Remuneration Committee and Policy

The Committee as on 31st March 2020 comprised of Mr S Bhoopal Mrs S Barmanand Mr N Dutta all Non-executive Independent Directors with Mr S Bhoopal as Chairman andMr. S. Roy President – Legal & 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 F to this Report.

The policy for evaluation of Directors which contains evaluation criteria; suchcriteria include contributing to monitoring and reviewing etc. and has acted upon thesame. The particulars required to be furnished relating to the Policy on Directors'appointment and remuneration including criteria for determining qualification positiveattributes and independence of a Director and other related matters including remunerationof employees has been uploaded on the website of the Company which can be accessed underthe weblink:http://www.warrentea.com/ Documents/nomination_remuneration_policy.pdf.

The Company's Policy on Director's appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport.

Stakeholders Relationship Committee

The Committee comprises of four Directors consisting of two Non-Executive IndependentDirectors and two Executive Directors namely Mr S Bhoopal as the Chairman and Mrs A KBindra Mr Vinay K Goenka and Mr S K Ghosh as members. The Committee reconstituted on 2ndJune 2020 consisting of Mr. S. Bhoopal as the Chairman and Mrs. A K Bindra Mr. Vinay KGoenka as members with Mrs. Soma Chakraborty Company Secretary as its Secretary. Detailsof the Committee are provided in the Report on Corporate Governance in Annexure F to thisReport.

Change in nature of Business if any

There has been no change in the nature of business of the Company.

Statement of compliance of applicable Secretarial Standards

Your Company has complied with applicable Secretarial Standards.

Details of Directors/Key Managerial Personnel

In accordance with the Articles of Association of the Company Mr V K Goenka (DIN00043124) Executive Chairman of the Company retires by rotation and being eligible hasoffered himself for reappointment.

Mr. Subhajit Kumar Ghosh was reappointed as Managing Director of the Company from 1stApril 2020 to 5th June 2020 subject to approval of the shareholders andsubsequently retired as Managing Director from close of business hours of 5thJune 2020 and continued as Non-executive Director of the Company. Mr. Siddhartha Royretired as the President – Legal & Company Secretary of the Company from theclose of business hours of 31st March 2020 and Mrs. Soma Chakraborty has beenappointed as the Company Secretary of the Company w.e.f. 1st April 2020. TheBoard wishes to place on record its sincere appreciation for the valuable servicesrendered by Mr. S K Ghosh and Mr. Siddhartha Roy during their long association with theCompany. The Key Managerial Personnel of the Company are Mr. Vinay K Goenka Mr. S.K.Ghosh Mr. S Roy and Mr. S.K. Mukhopadhyay.

Personnel

The particulars and information of the employees as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 has been set out in Annexure D to this Report.

Your Company treats its human capital as its most important asset. The welfare andwell-being of the workers are monitored closely and the Company maintains harmoniousrelationship with the employees.

Industrial relations remained cordial throughout the year and your Board of Directorsthank employees at all levels for their valuable service and support during the year. Itis your Company's endeavour to provide safe healthy and sustainable work environment inall the estates. The Company has always believed in a policy against sexualharassment which has also found its place in the governing Codes of Conduct and Ethicsapplicable to its employees which includes a mechanism to redress such complaints.

Further the Company has in place Internal Complaints Committees for Assam and Kolkataand your Company had complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. Following are the particulars relating to complaintshandled by the Company during the year:

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

Corporate Governance

The Company has complied with the Corporate Governance requirements under the Act andas stipulated under Regulation 17 to Regulation 27 of Securities and Exchange Board ofIndia

(Listing Obligations and Disclosure Requirements) Regulations 2015. A ManagementDiscussion and Analysis Report is provided in Annexure E. A separate Report on CorporateGovernance in terms of Regulation 34(3) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is also provided inAnnexure F to this Report.

Certifications

A Declaration affirming compliance with the Code of Conduct of the Company andAuditor's Certificate of compliance with the conditions of Corporate Governance arecollectively annexed in Annexure F to this Report.

Auditors

The present Statutory Auditors Messrs B M Chatrath & Co LLP Chartered Accountantshad been appointed as Statutory Auditors of the Company at the forty-second Annual GeneralMeeting held on 11th September 2019 to hold office till the conclusion of theforty-fourth Annual General Meeting.

Messrs Shome & Banerjee Cost Accountants have been reappointed for audit of CostAccounts maintained by the Company for the year ending 31st March 2021 andtheir remuneration is being placed for approval of the Shareholders at the forthcomingAnnual General Meeting.

General Disclosures

Your Directors state that :

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

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

3. The Company has not issued equity shares with differential rights as to dividendvoting or otherwise.

Kolkata

30th June 2020

Vinay K Goenka

 

Executive Chairman

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31.03.2020

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

(i) CIN : L01132AS1977PLC001706
(ii) Registration Date : 31.05.1977
(iii) Name of the Company : WARREN TEA LIMITED
(iv) Category/Sub-category of the Company : Company limited by shares
(v) Address of the Registered Office and : contact details Deohall Tea Estate PO : Hoogrijan Dist. : Tinsukia
Assam 786 601
Telephone No. +91 9531045098
(vi) Whether listed company : Yes
(vii) Name Address and contact details of : CB Management Services (P) Ltd.
Registrar and Transfer Agent if any P-22 Bondel Road
Kolkata 700 019.
Telephone No. 033-4011 6700

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:-

Sl. No. Name and Description of main products/services NIC Code of the Product/service % to total turnover of the company
1. Plantation of Tea 01271 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES-

Sl. No. Name and Address of the Company CIN/GLN Holding/Subsidiary/ Associate % of shares held Applicable Section
1. Maple Hotels & Resorts Limited U70101WB2000PLC091582 Associate Company 46.92% 2(6)
Suvira House 4B Hungerford
Street Kolkata 700 017

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Shareholding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual / HUF 5454489 5454489 45.6412 5454489 5454489 45.6412
b) Central Govt.
c) State Govt.(s)
d) Bodies Corp. 3355510 3355510 28.0777 3355510 3355510 28.0777
e) Banks/F.I.
f) Any Other
Sub-total (A) (1) 8809999 8809999 73.7189 8809999 8809999 73.7189
Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
(2) Foreign
a) NRIs-Individuals
b) Other-Individuals
c) Bodies Corp.
d) Banks/F.I.
e) Any Other
Sub-total (A)(2)
Total shareholding of
Promoter(A)=(A)(1)+(A)(2) 880999 880999 73.7189 8809999 8809999 73.7189
B. Public Shareholding
1. Institutions
a) Mutual Funds 42 42 0.0004 42 42 0.0004
b) Banks/F.I. 79 178 257 0.0022 79 178 257 0.0022
c) Central Govt. /State
Govt.(s)
d) Venture Capital Funds
e) Insurance Companies 178 178 0.0015 178 178 0.0015
f) FIIs
g) Foreign Venture Capital
Funds
h) Qualified Foreign
Investor
i) Others
Sub-total (B)(1) 79 398 477 0.0040 79 398 477 0.0040
2. Non-Institutions
a) Bodies Corp. 171778 7372 179150 1.4991 154456 7380 161836 1.3542 0.1449
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 2 lakh 939867 345969 1285836 10.7594 954840 335910 1290750 10.8005 0.0411
ii) Individual shareholders holding nominal share capital in excess of Rs. 2 lakh 1508486 34518 1543004 12.9113 1517607 34518 1552125 12.9876 0.0763
c) Qualified Foreign
Investor
d) Others
i) Trust 348 348 0.0029 272 272 0.0023 0.0006
ii) NRI 22211 2908 25119 0.2102 25902 2908 28810 0.2411 0.0309
iii) Clearing Member 660 660 0.0055 324 324 0.0027 0.0028
iv) Overseas Corporate
Bodies 106211 106211 0.8887 106211 106211 0.8887
Sub-total (B)(2) 2749561 390767 3140328 26.2771 2759612 380716 3140328 26.2771
Total Public Shareholding
(B)=(B)(1)+(B)(2) 2749640 391165 3140805 26.2811 2759691 381114 3140805 26.2811
TOTAL (A)+(B) 11559639 391165 11950804 100.00 11569690 381114 11950804 100.00
C. Shares held by
Custodian for GDRs &
ADRs
1. Promoter and Promoter
Group
2. Public
Sub-total (C)
Grand Total (A+B+C) 11559639 391165 11950804 100.00 11569690 381114 11950804 100.00

(ii) Shareholding of Promoters

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of total Shares of the Company % of Shares Pledged/ encumbered to total shares No. of Shares % of total Shares of the Company % of Shares Pledged/ encumbered to total shares % change in share holding during the year
1 Vinay Kumar Goenka 3601229 30.13 NIL 3601229 30.13 NIL
2. Vinay Kumar Goenka (HUF) 376384 3.15 NIL 376384 3.15 NIL
3. Vivek Goenka 1476876 12.36 NIL 1476876 12.36 NIL
4. Maple Hotels & Resorts
Limited 3196448 26.75 NIL 3196448 26.75 NIL
5. Sectra Plaza Private Limited 159062 1.33 NIL 159062 1.33 NIL
Total 8809999 73.72 NIL 8809999 73.72 NIL

(iii) Change in Promoters' Shareholding (please specify if there is no change) :

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1. Vinay Kumar Goenka
At the beginning of the year
(01/04/2019) 3601229 30.13
At the end of the year (31/03/2020) 3601229 30.13
2. Vinay Kumar Goenka (HUF)
At the beginning of the year
(01/04/2019) 376384 3.15
At the end of the year (31/03/2020) 376384 3.15
3. Vivek Goenka
At the beginning of the year
(01/04/2019) 1476876 12.36
At the end of the year (31/03/2020) 1476876 12.36
4. Maple Hotels & Resorts Limited
At the beginning of the year
(01/04/2019) 3196448 26.75
At the end of the year (31/03/2020) 3196448 26.75
5. Sectra Plaza Private Limited
At the beginning of the year
(01/04/2019) 159062 1.33
At the end of the year (31/03/2020) 159062 1.33

(iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promotersand Holders of GDRs and ADRs):

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Top 10 Shareholders No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1. Pradeep Kumar Saraf
At the beginning of the year
(01/04/2019) 520486 4.36
Date-wise Increase/Decrease during
the year - Transfer
Increase (20/09/2019) 214 * 520700 4.36
Decrease (15/11/2019) 100 * 520600 4.36
At the end of the year (31/03/2020) 520600 4.36
2. Sanidhya Mittal
At the beginning of the year
(01/04/2019) 300000 2.51
At the end of the year (31/03/2020) 300000 2.51
3. Karuna Mittal
At the beginning of the year
(01/04/2019) 275000 2.30
At the end of the year (31/03/2020) 275000 2.30
4. Sanjeev Bubna
At the beginning of the year
(01/04/2019) 245560 2.05
At the end of the year (31/03/2020) 245560 2.05
5. ISIS Enterprises Limited
At the beginning of the year
(01/04/2019) 91826 0.77
At the end of the year (31/03/2020) 91826 0.77
6. JM Financial Services Limited
At the beginning of the year
(01/04/2019) 54959 0.46
Date-wise Increase/Decrease during
the year - Transfer
0.46
Increase (16/08/2019) 176 * 55135
0.46
Decrease (13/09/2019) 176 * 54959
Decrease (30/09/2019) 3519 0.03 51440 0.43
Increase (08/11/2019) 600 0.01 52040 0.44
Decrease (15/11/2019) 600 0.01 51440 0.43
Decrease(17/01/2020) 22369 0.19 29071 0.24
At the end of the year (31/03/2020) 29071 0.24
7. James Warren Tea Limited
At the beginning of the year
(01/04/2019) 49361 0.41
Date-wise Increase/Decrease during
the year - Transfer
Decrease (15/11/2019) 678 0.01 48683 0.41
At the end of the year (31/03/2020) 48683 0.41
8. Chandmull Batia
At the beginning of the year
(01/04/2019) 34518 0.29
At the end of the year (31/03/2020) 34518 0.29
9. Vinodchandra Mansukhlal Parekh
At the beginning of the year
(01/04/2019) 33093 0.28
Date-wise Increase/Decrease during
The year – Transfer
Increase (31/05/2019) 784 0.01 33877 0.28
Increase (13/09/2019) 81 * 33958 0.28
Increase (20/09/2019) 1414 0.01 35372 0.30
Increase (11/10/2019) 2227 0.02 37599 0.31
Increase (25/10/2019) 37 * 37636 0.31
Increase (01/11/2019) 263 * 37899 0.32
Increase (27/12/2019) 301 * 38200 0.32
At the end of the year (31/03/2020) 38200 0.32
10. Chandrika Vinodchandra Parekh
At the beginning of the year
(01/04/2019) 28369 0.24
At the end of the year (31/03/2020) 28369 0.24
11. Sanjeev Bubna
At the beginning of the year
(01/04/2019) 25000 0.21
At the end of the year (31/03/2020) 25000 0.21
12. ADR Capital Services Private Limited
At the beginning of the year
(01/04/2019) 19296 0.16
Date-wise Increase/Decrease during
the year - Transfer
Decrease (30/08/2019) 1 * 19295 0.16
Decrease (04/09/2019) 2000 0.02 17295 0.14
17295 0.14
At the end of the year (31/03/2020)
13. Rathinasamy Narayanasamy Rubesh
At the beginning of the year
(01/04/2019) 18575 0.16
. At the end of the year (31/03/2020) 18575 0.16
14. V Ramanan
At the beginning of the year
(01/04/2019) 17568 0.15
17568 0.15
At the end of the year (31/03/2020)
15. Sunil Kumar Gupta
At the beginning of the year
(01/04/2019) 16000 0.13
16000 0.13
At the end of the year (31/03/2020)
16. Updesh Kumar Kaushal
At the beginning of the year
01/04/2019) 15788 0.13
Date-wise Increase/Decrease during
the year - Transfer
Increase (26/04/2019) 2010 0.02 17798 0.15
Increase (17/05/2019) 382 * 18180 0.15
Increase (24/05/2019) 300 * 18480 0.15
Increase (31/05/2019) 100 * 18580 0.16
Increase (28/06/2019) 200 * 18780 0.16
Increase (19/07/2019) 163 * 18943 0.16
Increase (26/07/2019) 237 * 19180 0.16
Increase(16/08/2019) 20 * 19200 0.16
Increase (23/08/2019) 200 * 19400 0.16
Increase (27/09/2019) 26 * 19426 0.16
Increase (04/10/2019) 286 * 19712 0.16
Increase (11/10/2019) 523 * 20235 0.17
Increase (18/10/2019) 565 * 20800 0.17
Increase (25/10/2019) 911 * 21711 0.18
Increase (01/11/2019) 490 * 22201 0.19
Increase (17/01/2020) 176 * 22377 0.19
Increase (24/01/2020) 640 0.01 23017 0.19
Decrease (31/01/2020) 1617 0.01 21400 0.18
Increase (07/02/2020) 100 * 21500 0.18
Increase (31/03/2020) 800 0.01 22300 0.19
At the end of the year (31/03/2020) 22300 0.19
17. Woodcutter Limited
At the beginning of the year
(01/04/2019) 14385 0.12
At the end of the year (31/03/2020) 14385 0.12
18. Sujay Ajitkumar Hamlai
At the beginning of the year
(01/04/2019) 14000 0.12
14000 0.12
At the end of the year (31/03/2020)
19. Ashok C Samani
At the beginning of the year
(04/01/2019) 13456 0.11
Date-wise Increase/Decrease during
the year - Transfer
Decrease (11/08/2019) 100 * 13356 0.11
At the end of the year (31/03/2020) 13356 0.11
20. Vinodchandra Mansukhlal Parekh
At the beginning of the year
(01/04/2019) 13203 0.11
Date-wise Increase/Decrease during
the year - Transfer
Increase (18/10/2019) 1540 0.01 14743 0.12
At the end of the year (31/03/2020) 14743 0.12
21. Raviraj Developers Ltd
At the beginning of the year
(01/04/2019)
Date-wise Increase/Decrease during
the year - Transfer
Increase (17/01/2020) 15993 0.13 15993 0.13
At the end of the year (31/03/2020) 15993 0.13
22. Rupesh Madhavlal Mehta
At the beginning of the year
(01/04/2019) 10200 0.09
At the end of the year (31/03/2020) 10200 0.09
23. V Techweb (India) Private Limited
At the beginning of the year
(01/04/2019) 10000 0.08
At the end of the year (31/03/2020) 10000 0.08
24. Rajesh Agarwal
At the beginning of the year
(01/04/2019) 9775 0.08
Date-wise Increase/Decrease during
the year - Transfer
Decrease (22/11/2019) 10 * 9765 0.08
Decrease (29/11/2019) 1 * 9764 0.08
At the end of the year (31/03/2020) 9764 0.08
25. Surendra Kumar Bagri
At the beginning of the year
(01/04/2019) 9492 0.08
At the end of the year (31/03/2020) 9492 0.08
26. Sanjeev Vinodchandra Parekh
At the beginning of the year
(01/04/2019) 9392 0.08
At the end of the year (31/03/2020) 9392 0.08
27. Jitendra Mansukhlal Parekh
At the beginning of the year
(01/04/2019) 9350 0.08
At the end of the year (31/03/2020) 9350 0.08
28. N Lalitha
At the beginning of the year
(01/04/2019) 8957 0.07
At the end of the year (31/03/2020) 8957 0.07
29. Pranav Kaushal
At the beginning of the year
(01/04/2019) 6163 0.05
Date-wise Increase/Decrease during
the year - Transfer
Increase (11/10/2019) 533 * 6696 0.06
Increase (18/10/2019) 22 * 6718 0.06
Increase (31/01/2020) 2000 0.02 8718 0.07
At the end of the year (31/03/2020) 8718 0.07
30. New Millenium Technology Management Private Limited
At the beginning of the year
(01/04/2019) 1073 0.01
Date-wise Increase/Decrease during
the year - Transfer
Increase (26/07/2019) 7159 0.06 8232 0.07
Increase (13/09/2019) 176 * 8408 0.07
At the end of the year (31/03/2020) 8408 0.07

Note: The above information is based on download of beneficial ownership received fromDepositories.

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No.Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Directors and KMP No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1. Vinay Kumar Goenka - Chairman
At the beginning of the year (01/04/2019) 3601229 30.13 3601229 30.13
At the end of the year (31/03/2020)
2. Vinay Kumar Goenka (HUF)
At the beginning of the year (01/04/2019) 376384 3.15 376384 3.15
At the end of the year (31/03/2020)
3. S K Ghosh – Managing Director
At the beginning of the year (01/04/2019) 1 *
At the end of the year (31/03/2020) 1 *
4. N Dutta – Director
At the beginning of the year (01/04/2019) 10 *
At the end of the year (31/03/2020) 10 *
5. S Bhoopal – Director
At the beginning of the year (01/04/2019) 1 *
1 *
At the end of the year (31/03/2020)
6. S Roy – President - Legal & Company Secretary
At the beginning of the year (01/04/2019) 1 *
1 *
At the end of the year (31/03/2020)

Notes : 1) Where there was no movement of shares during the year increase/decrease notseparately indicated.

2) * Indicates that percentage is below the rounding off norm adopted by the Company.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposit Total Indebtedness
Indebtedness at the beginning of the financial year
(i) Principal Amount 3950.05 3950.05
(ii) Interest due but not paid
(iii) Interest accrued but not due 16.34 16.34
Total (i+ii+iii) 3966.39 3966.39
Change in Indebtedness during the financial year
? Addition 2381.25 1068.40 3449.65
? Reduction 1192.82 1068.40 2261.22
Net Change 1188.43 1188.43
Indebtedness at the end of the financial year
(i) Principal Amount 5107.23 5107.23
(ii) Interest due but not paid
(iii) Interest accrued but not due 47.59 47.59
Total (i+ii+iii) 5154.82 5154.82

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Chairman and Managing Director:

Sl. No. Particulars of Remuneration Vinay K Goenka (Chairman) S K Ghosh (Managing Director) Total Amount
1. Gross Salary
(a) Salary as per provisions contained in section
17(1) of the Income-Tax Act 1961 137.37 124.82 262.19
(b) Value of perquisites u/s 17(2) of the Income-Tax
Act 1961 9.13 0.74 9.87
(c) Profits in lieu of salary under section 17(3) of the Income-Tax Act 1961
2. Stock Option
3. Sweat Equity
4. Commission
- as % of profit
- others
5. Others
Total (A) 146.50 125.56 272.06

B. Remuneration to other Directors:

Sl. No. Particulars of Remuneration Nilotpal Dutta Sriprakash Bhoopal Anup Kaur Bindra Lalit Kumar Halwasiya Sonia Barman Total Amount
1. Independent Directors
? Fee for attending board/ committee meetings 0.20 0.90 0.55 0.70 0.55 2.90
? Commission
? Others please specify
Total (1) 0.20 0.90 0.55 0.70 0.55 2.90
2. Other Non-executive Directors
Total (2)
Total (B) = (1+2) 0.20 0.90 0.55 0.70 0.55 2.90
Total Managerial Remuneration 0.20 0.90 0.55 0.70 0.55 2.90
Overall Ceiling as per the Act

NOT APPLICABLE

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

Sl. No Particulars of Remuneration . S Roy (President – Legal & Company Secretary) S K Mukhopadhyay (Chief Financial Officer) Total Amount
1. Gross Salary
(a) Salary as per provisions contained in section 23.49 21.40 44.89
17(1) of the Income-Tax Act 1961
(b) Value of perquisites u/s 17(2) of the 3.60 0.26 3.86
Income-Tax Act 1961
(c) Profits in lieu of salary under section 17(3) of the Income-Tax Act 1961
2. Stock Option
3. Sweat Equity
4. Commission
- as % of profit
- others specify
5. Others
Total 27.09 21.66 48.75

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority [RD/NCLT / COURT] Appeal made if any (give details)
A. WARREN TEA LIMITED
Penalty
Punishment NIL
Compounding
B. DIRECTORS
Penalty
Punishment NIL
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment NIL
Compounding