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Warren Tea Ltd.

BSE: 508494 Sector: Agri and agri inputs
NSE: WARRENTEA ISIN Code: INE712A01012
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NSE 05:30 | 01 Jan Warren Tea Ltd
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VOLUME 1152
52-Week high 65.80
52-Week low 27.55
P/E
Mkt Cap.(Rs cr) 57
Buy Price 44.80
Buy Qty 25.00
Sell Price 48.00
Sell Qty 50.00
OPEN 47.50
CLOSE 47.00
VOLUME 1152
52-Week high 65.80
52-Week low 27.55
P/E
Mkt Cap.(Rs cr) 57
Buy Price 44.80
Buy Qty 25.00
Sell Price 48.00
Sell Qty 50.00

Warren Tea Ltd. (WARRENTEA) - Director Report

Company director report

The Directors have pleasure in submit ting their Forty-second Annual Report with the Audited Financial Statements of your Company for the year ended 31st March 2019.

Extract of Annual Return

An extract of the Annual Return in Form MGT-9 as provided under Section 92(3) of the Companies Act 2013 read with Rule 12(1) of the Companies (Management and Administ ration) Rules 2014 is attached as Annexure A to this Report.

Board Meetings

The Board of Directors met 6 (Six) times on various dates during the financial year 2018-19. Further details have been provided in the Corporate Governance Report pursuant to Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations 2015 which is annexed as Annexure G to this Report.

Directors' Responsibility Statement

The Board of Directors acknowledges the responsibilities for ensuring compliance wit h the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and in the preparation of the Annual Accounts for the y ear ended on 31st March 2019 and state that:

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

(b) the Directors had selected such accounting policies and applied them consistently in accordance with applicable provisions and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the stat e of affairs of the Company at the end of the financial y ear and of the loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Independent Directors' Declaration

The declarations required under Section 149(7) of the Companies Act 2013 from the Independent Directors of the Company confirming that they meet the criteria of independence under Section 149(6) of the Companies Act 2013 have been duly received by the Company.

Particulars of loans guarantees and investments

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

The Company has not given any guarantee.

Particulars of invest ments made by the Company is given in Note 3 of the Notes to the Financial Statements.

Related Party Contracts

The particulars of contracts or arrangements made with related parties are at tached to this Report as Annexure B.

State of the Company's Affairs

Current YearPrevious Year
(Rs. in Lakhs)(Rs. in Lakhs)
Profit/(Loss) before Depreciation and Tax(2030.36)

(714.03)

Less: Depreciation and Amortization347.12

363.87

Profit/(Loss) before Tax(2377.48)

(1077.90)

Tax Expense
Current Tax-

-

Deferred Tax(785.45)

(288.66)

Profit/(Loss) for the Year(1592.03)

(789.24)

Other Comprehensive Income373.96

374.64

Total Comprehensive Income(1218.07)

(414.60)

Balance brought forward from Previous Year5273.12

5687.72

Balance carried to Balance Sheet4055.05

5273.12

There were no companies which have become/ceased to be Subsidiaries J oint Vent ures and Associate Companies during the year.

During the year under review the hospitality industry was affected by substantial increase in room inventories without commensurate rise in demand which has resulted in a decrease in Maple Hotels & Resorts Limited's (`Maple') revenue from operations from ` 1702.51 Lakhs to ` 1860.88 Lakhs in the previous year resulting in a decrease in profit before tax during the year of ` 101.74 Lakhs from ` 182.87 Lakhs in the previous year.

However total comprehensive income stood at ` 35.35 Lak hs for the year under review against ` (85.50) Lakhs in the previous year.

As required under Section 129(3) of the Companies Act 2013 consolidated Financial Statements together with a statement containing the salient features of the Financial Statements of Maple forms a part of this Annual Report.

Deposits

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

Regulatory Orders

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

Internal Control Systems

The Internal Control System of the Company is adequate at all levels of Management and commensurate with its size and nature of operations and they are regularly reviewed for effectiveness by firms of practising Chartered Account ants who submit Reports upon completion of audit for consideration by the Directors. The details of the Internal Control Systems and their adequacy are set out in the Management Discussion and Analysis Report forming part of the Board's Report. The Audit Committee of the Board looks into the Auditors' review which is deliberated upon and corrective action taken wherever required.

Auditors' Report

Messrs B M Chatrath & Co LLP Statutory Auditors have submitted their Report in respect of the financial year 2018-19 under Section 143 of the Companies Act 2013.

The report of the Statutory Auditors during the year under review does not cont ain any qualification reservation or adverse remark or disclaimer.

The Notes to the Financial Statements 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 for the year ended 31st March 2018. The Cost Audit Report had been submitted by the Cost Auditors to the appropriate authorities within the stipulated time on 13th September 2018. Maintenance of cost records as specified by the Central Government under sub-section 1 of Section 148 of the Companies Act 2013 is required by the Company and accordingly such accounts and records are made and maintained.

Secretarial Audit

In terms of Section 204 of the Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 Messrs MKB & Associates Practising Company Secretaries had been appointed as the Secretarial Auditor of the Company to carry out the Secretarial Audit including Secretarial Compliance Audit for the Financial Year 2018-19.

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

Resum of Performance

During the year under review vagaries of weather predominantly as a result of global climatic changes as well as infestation of pests continue to buffet the volume of tea produced. Simultaneously increase in input costs mainly on account of a significant rise in wages without commensurate increase in realizations have affected the Company's total income for the year which was ` 11951.06 Lakhs as compared to ` 12037.54 Lakhs in the previous year and thereby resulting in a total comprehensive income of ` (1218.07) Lakhs for the year.

Crop

Your Company's saleable crop was 6.74 Million Kgs. as compared to the previous year's production of 6.71 Million Kgs.

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

YearSaleable Crop
Ended onIn Million Kgs.
31.03.20196.74
31.03.20186.71
31.03.20176.09
31.03.20167.18
31.03.20156.58

Revenue from Operations

Revenue from tea operations was ` 11850.16 Lak hs for the y ear under review as against ` 11899.11 Lakhs in the previous year.

Quality

Your Company's adherence to its policy of manufact ure only from its own leaf together with proactive agricultural practices contributed to maintenance of premium quality of your Company's teas. All the tea estates of your Company continue to have Rainforest Alliance Certification ISO 22000:2005 Certification Trustea Verification Certification as well as being Ethical Tea Partnership P rogramme Participant. The Company's Integrated Pest Management Policy for agro inputs are in consonance with the Plant Protection Code of the Tea Board of India and your Company and its Management continues to be ever alert on the issues of Maximum (Permissible Chemicals) Residue Limits.

Exports

Exports for the year was ` 78.90 Lakhs against ` 479.21 Lakhs for the previous year.

Prospects

In response to the need of the day your Company has adopted appropriate agricultural practices and also adapting them to situational demands with a view to increasing production and thereby supporting a positive price trajectory going forward. Marketing efforts have also been stepped up and it is expected that there would be improved unit price realizations in the current year.

Shareholders

Keeping the financial performance of the Company in view your Directors do not recommend any dividend for the financial y ear 2018-19.

Material changes and commitments consequent to year end

Your Directors confirm that there were no material changes and commitments affecting the financial position of the Company which have occurred bet ween the end of the financial year to which the financial statement relates and the date of this report.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The details of conservation of energy technology absorption foreign exchange 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 its reduction. The Company is sensitive enough on this issue for several years and continues with its efforts to regulate consumption and conserve energy. Apart from the ecological impact the energy cost 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 the avenues to reduce consumption of the energy.

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

The process of replacing incandescent bulbs with CFL/LED continues. The Company is continuously replacing the traditional high gas consumption burners with most energy efficient economical burners which has reduced energy consumption. All the estates of the Company are making efforts in optimizing machinery output resulting in reasonable power savings.

(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 alternate source of energy by the Company.

(iii) The capital investment on energy conservation equipment:

The Company further continues to invest resulting in energy savings. Installation of VFBD and CFM together with economical burners and installation of conveyor system has increased the production efficiently which has resulted in overall reduction of energy consumption as well as manpower and has ultimately reduced the cost of production. Daily monitoring of both gas and electricity are being carried out and immediate 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 it s ow n. However during the year the Company subscribed a sum of ` 26.05 Lakhs to Tea Research Association (`TRA') which has been set up for the purpose of carrying out research aimed at improving various aspect s 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 cont ributions made by various tea companies.

(C) Foreign exchange earnings and outgo:

Foreign exchange- Earned (Gross)- ` 82.93 Lakhs
- Outgo- ` 19.43 Lakhs

Risk Management

The Company has developed and implemented a Risk Management Policy. The Risk Management Committee reviews the risk assessment and minimization procedure in the light of the Risk Management Policy of the Company. Details of Risk Management Committee are given separately in the Corporate Governance Report at Annexure G to this Report . In the opinion of the Board there is no such risk which may threaten the present existence of the Company.

Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act 2013 and the relevant Rules the Corporate Social Responsibility Committee comprises of Mrs S Barman as Chairperson and Mrs A K Bindra Mr Vinay K Goenka and Mr S K Ghosh as Members with President-Legal & Company Secretary as its Secretary. The broad terms of reference of the Corporate Social Responsibility (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 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 mat ters together with details of the Committee have been annexed as Annexure D to this Report . The Policy is also available on the Company 's website at www.warrentea.com .

Board Evaluation

The Nomination and Remuneration Commit tee has earlier approved the Board Evaluation Policy. An annual evaluation of the performances of the Board its Committees and that of the individual Directors was undertaken during the year on the basis of the criteria such as the composition structure functioning effectiveness of the Board the Committees the contribution of individual Directors to the Board and Committees etc. after seeking inputs from all the Directors. The Directors including Independent Directors and the Non-Independent Directors have continued to contribute their inputs in the process of evaluation of the Directors. The Independent Directors and the Nomination and Remuneration Committee Members have continued to review the performance of all the Directors including the Chairman and the Managing Director and thence the performance of the Board as a whole. The Board in turn with such inputs have carried out annual evaluation of its own performance its Committees and individual Directors.

Audit Committee

The Audit Committee comprises of Mr S Bhoopal as Chairman Mr L K Halwasiya and Mr N Dutta as members. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee. Further details of the Committee relating to their terms of reference composition and meetings held during the year are included in the report on Corporate Governance in Annexure G to this Report.

Vigil Mechanism Committee

The Company has established a Vigil Mechanism for Directors and employees which monitors and oversees through the Audit Committee with a view to address their genuine concerns about unethical behaviour actual or suspected fraud leak of unpublished price sensitive information or violation of Company 's Code of Conduct. The Vigil Mechanism provides the whistle blower to lodge protected disclosure in writing to the Committee in the form of a letter in a closed envelope or by e-mail to the dedicated address; protection to genuine whistle blowers would be given against any unfair treatment and any abuse of this protection will at tract disciplinary action. This policy also allows direct access to the Chairman of the Audit Commit tee on reporting issues concerning the interests of the employees and the Company. The Vigil Mechanism/Whistle Blower Policy of the Company has been uploaded on the website of the Company and can be accessed at www.warrentea.com.

Nomination and Remuneration Committee and Policy

The Committee consists of Mr S Bhoopal Mrs S Barman and Mr N Dutta all Non-executive Independent Directors with Mr S Bhoopal as Chairman. It recommends to the Board inter alia the Remuneration Package of Directors and Key and other Senior Managerial Personnel. Furt her details relating to the Committee are set out in the Report on Corporate Governance in Annexure G to this Report.

The Nomination and Remuneration Committee has revised during the year the policy for evaluation of Directors which contains evaluation criteria; such criteria include contributing to monitoring and reviewing etc. and has acted upon the same. The particulars required to be furnished relating to the Policy on Directors' appointment and remuneration including criteria for determining qualification positive attributes and independence of a Director and other related matters including remuneration of employees has been uploaded on the website of the Company which can be accessed under the weblink:http://www.warrentea.com/Documents/nomination_remuneration_policy.pdf.

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

Stakeholders Relationship Committee

The Committee comprises of four Directors consisting of two Non-Executive Independent Directors and two Executive Directors namely Mr S Bhoopal as the Chairman and Mrs A K Bindra Mr Vinay K Goenka and Mr S K Ghosh as members. Details of the Commit tee are provided in the Report on Corporate Governance in Annexure G to this Report.

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 wit h the Articles of Association of the Company Mr S K Ghosh (DIN 00042335) Managing Director of the Company retires by rotation and being eligible has offered himself for reappointment.

Mr Vinay K Goenka was reappointed as Executive Chairman for a period of 2 y ears with effect from 1st April 2019 subject to approval of the shareholders.

Personnel

The part iculars and information of the employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5 of Companies (Appoint ment and Remuneration of Managerial Personnel) Rules 2014 has been set out in Annexure E to this Report.

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

Industrial relations remained cordial throughout the y ear and y our Board of Direct ors thank employees at all levels for their valuable service and support during the year. All estates of your Company are certified under the Rainforest Alliance as well as Trustea indicating firm commitment towards sustainability as well as workers' health hygiene and safety. It is your Company's endeavour to provide safe healthy and sustainable work environment in all the estates. The Company has always believed in a policy against sexual harassment which has also found its place in the governing Codes of Conduct and Ethics applicable to its employees which includes a mechanism to redress such complaints.

Further the Company has in place Internal Complaints Committees for Assam and Kolkata and your Company had complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Following are the particulars relating to complaints handled 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 and as stipulated under Regulation 17 to Regulation 27 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. A Management Discussion and Analysis Report is provided in Annexure F. A separate Report on Corporate Governance in terms of Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 is also provided in Annexure G to this Report.

Certifications

A Declaration affirming compliance with the Code of Conduct of the Company and Auditor's Certificate of compliance with the conditions of Corporate Governance are collectively annexed in Annexure G to this Report.

Auditors

The present Statutory Auditors Messrs B M Chatrath & Co LLP Chartered Accountants had been appointed as Statutory Auditors of the Company at the thirty-seventh Annual General Meeting held on 10th Sept ember 2014 to hold office till the conclusion of the forty-second Annual General Meeting. In terms of the relevant provisions of the Companies Act 2013 and the Rules framed thereunder Messrs B M Chatrath & Co LLP can be reappointed as Statutory Auditors for a maximum of tw o more years and being eligible have offered themselves for reappointment . The Audit Committee has recommended their reappointment to hold office till the conclusion of the 44th Annual General Meeting and your Directors consider such reappointment to be beneficial for your Company.

Messrs Shome & Banerjee Cost Accountants have been reappointed for audit of Cost Accounts maintained by the Company for the year ending 31st March 2020 and their remuneration is being placed for approval of the Shareholders at the forthcoming Annual General Meeting.

Kolk ataVinay K. Goenka
30th May 2019Executive Chairman