FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2019
The Directors present the Annual Report with the Audited Financial Statements of yourCompany for the year ended 31st March 2019.
(Rs. in Thousands)
| ||2018-19 ||2017-18 |
|Profit/(Loss) before Depreciation and Finance Costs ||495198 ||427975 |
|Less: a) Depreciation ||629 ||745 |
|b) Finance Costs ||1086676 ||918353 |
|Profit/(Loss) before Exceptional Items and Tax ||(592107) ||(491123) |
|Exceptional Item ||- ||- |
|Profit/(Loss) before Tax ||(592107) ||(491123) |
|Tax Expense : || || |
|Current Tax ||- ||- |
|Earlier Period ||- ||- |
|Deferred Tax ||870978 ||- |
|Provision written back for earlier years (net) ||- ||- |
|Profit/(Loss) for the year ||278871 ||(491123) |
|Loss brought forward from previous years ||(1119779) ||(628656) |
|Balance carried forward to Balance Sheet ||(840908) ||(1119779) |
There was an improvement in the operation of the Company during the year under review.The Total Revenue during the year was higher at Rs. 55.63 Crore as against Rs. 52.26 Crorein the earlier year. The Company registered a profit after tax of Rs. 2.79 Crore duringthe year as against a loss of Rs. 4.91 Crore incurred in the earlier year. The reason forthe profit can be attributed to reversal of Deferred tax to the tune of Rs. 8.71 Crore andalso reduction in general repairs & maintenance cost legal & professional chargesand higher other income etc.
On account of the accumulated loss your Directors regret their inability to recommendany dividend for the year under review.
The Board has not transferred any amount to the General Reserve for the year ended 31stMarch 2019.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 a Management Discussion and Analysis Report isattached as Annexure I and forms part of this Report.
REPORT ON CORPORATE GOVERNANCE
In terms of requirements of Regulation 34(3) of the Listing Regulations a Report onCorporate Governance and the Auditors Certificate regarding Compliance to CorporateAnnexure III respectively and form part of this Report.
ASSOCIATES AND JOINT VENTURES
During the year under review the Company had four associate companies and one jointventure company as follows:-
i) Majerhat Estates & Developers Limited Associate Company
ii) Kilburn Engineering Limited Associate Company
iii) Eveready Industries India Limited - Associate Company
iv) Williamson Financial Services Limited - Associate Company (w.e.f. 29th March 2019)
v) D1 Williamson Magor Bio Fuel Limited - Joint Venture Company
D1 WILLIAMSON MAGOR BIO FUEL LIMITED
The operation of D1 Williamson Magor Bio Fuel Limited (D1WML) being un-economicalD1WML has suspended all its projects in view of which the Company has made provision inits Account against its entire investment in D1WML.
CONSOLIDATED FINANCIAL STATEMENTS AND REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
As required under Section 129(3) of the Companies Act 2013 Consolidated FinancialStatements of the Company its Four Associate Companies and one Joint Venture Company asmentioned above prepared in accordance with the applicable Accounting Standards issued bythe Institute of Chartered Accountants of India and the Auditors Report on theConsolidated Financial Statements are appended in the Annual Report.
A statement containing the salient features of the financial statements of theCompanys aforesaid four Associate Companies and one Joint Venture Company pursuantto the first proviso to sub-section (3) of Section 129 of the Companies Act 2013 preparedin Form AOC-1 is attached to the financial statements of the Company for your information.
NBFC PUBLIC DEPOSIT DIRECTIONS
The Company neither invited nor accepted any deposit from the public during thefinancial year 2018-19. The Company does not intend to invite or accept any public depositduring thefinancialyear 2019-20. No amount on account of principal or interest on depositfrom public was outstanding as on the date of the balance sheet.
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OFTHIS REPORT
There are no material changes or commitments that have occurred between the end of thefinancial year and the date of this Report.
INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT
The Company has in place a satisfactory internal control system to ensure properrecording of financial and operational information and to exercise proper and timelycompliance of all regulatory and statutory compliances as applicable to the Company.
The Internal Audit of the various operations of the Company is periodically conductedby an outside agency which submits its report to the Audit Committee of the Board ofDirectors of the Company. The Audit Committee takes the same into consideration for thepurpose of evaluation of Internal Financial Controls in the Company.
The existing Risk Management Committee of the Board of Directors of the Companymonitors and reviews the risks associated with the Companys business operations andmanages them effectively in accordance with the risk management system of the Company.
With profound grief the Board wishes to inform the shareholders about the sad demiseof Mr. B.M. Khaitan who breathed his last on 1st June 2019. He was a renownedindustrialist having interest in tea batteries and engineering. Mr. Khaitan had greatcontributions to the tea industry with which he was associated for over six decades. Onaccount of his old age Mr. Khaitan had stepped down from the Board in April 2019.
In recognition of his able leadership and the significant contribution to the Companythe Board had designated him as the Chairman Emeritus as a mark of respect.
The Board of Directors of the Company as on 31st March 2019 comprised of 9 Directorsof whom five were independent Directors including one woman Director.
During the year Mr. Bharat Bajoria resigned from the Board w.e.f. 12.11.2018. Afterclosure of the year Mrs. Sonali Singh Dr. R Srinivasan and Mr. G Momen also resigned fromthe Board.
The Board wishes to place on record its sincere appreciation for the valuable servicesrendered by Mr. B. M. Khaitan Mr. Bharat Bajoria Mrs. Sonali Singh Dr. R Srinivasan andMr. G Momen during their association with the Company as Directors.
In accordance with provisions of the Articles of Association of the Company read withSection 152 of the Companies Act 2013 (the Act) Mr. Aditya Khaitan willretire by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment.
Ms. Arundhuti Dhar who was appointed as an Additional Director (Non-ExecutiveIndependent) of the Company at the Board Meeting held on 30th May 2019 on therecommendation of Nomination &Remuneration Committee and is proposed to be appointedas an Independent Director for a term of five consecutive years at the ensuing AnnualGeneral Meeting w.e.f. 30th May 2019.
The term of Mr. H M Parekh and Mr. T R Swaminathan Independent Directors is due toexpire on 9th September 2019. The Nomination and Remuneration Committee (NRC) at itsmeeting held on 20th May 2019 has recommended the re-appointment of Mr. H M ParekhIndependent Director for a further term commencing from 10th September 2019 up to 9thSeptember 2024 subject to the approval of the shareholders. Mr. T R SwaminathanIndependent Director did not wish to be re-appointed due to his old age.
Brief resume nature of expertise details of directorships held in other companies ofthe above Directors proposed to be appointed /re-appointed along with their shareholdingin the Company as stipulated under Secretarial Standard 2 and Regulation 36 of theListing Regulations is appended as an annexure to the Notice of the Annual GeneralMeeting. A certificate of Non-Disqualification of Directors furnished by M/s. A.K.Labh& Co. Company Secretaries as required under Regulation 34(3) read with Schedule VPara C sub-clause 10(i) of SEBI (LODR) Regulations 2015 is Annexed as Annexure IV.
Both the Independent Directors have confirmed and declared Director in terms of Section149 of the Companies Act 2013 and the Board is also of the opinion that both of themfulfill all the conditions specified in the Act making them eligible to continue to act asIndependent Directors of the Company.
All the Directors and both the Key Managerial Personnel of the Company as mentionedhereunder have confirmed compliance with the Code of Conduct as applicable to them andthere are no other employees in the senior category.
KEY MANAGERIAL PERSONNEL
Mr. Tuladri Mallick continues as the Manager as well as the Chief Financial Officer ofthe Company.
Mr. H U Sanghavi retired as the Company Secretary of the Company on 31st March 2019and Mrs. Aditi Daga has been appointed as the Company Secretary of the Company w.e.f. 1stApril 2019.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to requirement under section 134(5) of the Companies Act 2013 with respectto Directors Responsibility Statement it is hereby confirmed that:
(i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures If any;
(ii) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent affairs of the companyastogive trueand view thestate at the end of the financial year and of the profit and lossof the company for that period;
(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;
(iv) the Directors had prepared the annual accounts on a going concern basis;
(v) the Directors had laid down internal financial controls to be followed by thecompany and that such internal ; effectively financial controls are adequate and wereoperating
(vi) the Directors had devised a proper system to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
During the year ended 31st March 2019 six Board Meetings were held i.e on 30th May2018 10th August 20187th September 2018 4th October 2018 12th November 2018 and14th February 2019.
SEPERATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirements of Schedule IV of the Companies Act 2013 the IndependentDirectors had a separate meeting on 30th May 2018 without the attendance ofnon-independent directors and members of management. Majority of the Independent Directorswere present at the said Meeting. The evaluation process prescribed in paragraph VII ofSchedule IV to the Act was carried out at the said Meeting.
The formal evaluation of the performance of the Independent Directors Non IndependentDirectors Chairperson and the Board of Directors as a whole and all Board Committees wascarried out by the Board at its meeting held on 30th May 2019 for the financial yearended 31st March 2019 in accordance with the relevant provisions of Section 134 of theAct read with the Rule related thereto and Section 178 of the Act and Schedule IV to theAct and also in accordance with the guidance note issued by the Securities and ExchangeBoard of India (SEBI) vide its circular No. SEBI/HO/CFD/CIR/P/2017/004 dated5th January 2017 and the same was found to be satisfactory.
The Audit Committee of the Board of Directors of the Company as on 31st March 2019consisted of Mr. T. R. Swaminathan as its Chairman and Dr. R Srinivasan Mr. H. M. Parekhand Mr. G. Momen as its Members.
During the year ended 31st March 2019 there were no instances where the Board ofDirectors of the Company had not accepted the recommendations of the Audit Committee. TheCompany has in place a vigil mechanism/whistle blower policy the details of which areavailable on the Companys website www.wmtea.com. The Company has also provideddirect access to the Chairman of the Audit Committee on reporting issues concerning theinterests of the employees and the Company.
COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHERMATTERS
The particulars required to be furnished in this regard are given in the terms ofreference of the Nomination and Remuneration Committee as specified under Section 178(3)of the Companies Act 2013 and Regulation 19 of the Listing Regulations as mentioned inthe attached Report on Corporate Governance and also in the Remuneration Policy of theCompany attached as Annexure V to this Report.
AUDITORS AND AUDIT REPORT
M/s V. Singhi & Associates Chartered Accountants the Statutory Auditors of theCompany have been appointed at the Sixty Sixth Annual General Meeting of the Company heldon 22nd September 2017 to hold office till the conclusion of the Seventy First AnnualGeneral Meeting of the Company to be held in the year 2022.
The Audit Report for the Financial Year 2018-19 does not contain any qualificationsreservations or
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The particulars of loans guarantees or investments under Section 186 of the CompaniesAct 2013 are not disclosed in this Report because they form a part of the notes to thefinancial statements for the year ended 31st March 2019 and are accordingly disclosed insuch notes forming part of the financial statements of the Company for the said financialyear.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Details of transaction with related parties as required under Section 134(3)(h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 is provided in Form AOC 2and forms part of this Report as Annexure VI.
Further material significant transactions with the related parties made by the Companyduring the year as per Regulation 23 of the Listing Regulations which requireshareholders approval form part of the notice of Sixty-eighth Annual General Meetingof the Company.
The Company has formulated a Related Party Transaction Policy and the same is disclosedon the website of the Company and can be accessed at www.wmtea.com.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not formed any Corporate Social Responsibility Committee as theprovisions of Section 135 of the Companies Act 2013 relating to formation of such aCommittee and the formulation of a Corporate Social Responsibility Policy is not attractedto the Company.
SECRETARIAL AUDIT REPORT
A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. M.K. B & Associates Company Secretaries in accordance with the provisions of Section204 of the Companies Act 2013. The Secretarial Auditors Report is attached herewithas Annexure VII and forms a part of this Report. There is one observation made by theSecretarial Auditor in their Report and the response of the Company to the same is asunder:-
During the year the Company had material significant transactions with two relatedparties. The approval of shareholders for transactions with two related parties beingmaterial in nature will be sought at the ensuing Annual General Meeting.
EXTRACT OF ANNUAL RETURN
An extract of the annual return as provided under Section 92(3) of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 isgiven in MGT 9 which is attached as Annexure VIII to this Report.
PARTICULARS OF EMPLOYEES
The relevant particulars required to be furnished pursuant to Section 197(12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofPersonnel) Rules 2014 in this regard are attached as Annexure IX to this Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement giving details of conservation of energy technology absorption and foreignexchange earnings and outgo in terms of Rule 8(3) of the Companies (Accounts) Rules 2014is attached as Annexure X to this Report.
PREVENTION OF INSIDER TRADING
Your Company has adopted and implemented a Code of Conduct for Prevention of InsiderTrading in compliance with the SEBI (Prohibition of Insider Trading) Regulations 2015.All Directors employees and other designated persons who could have access tounpublished price sensitive information of the Company are governed by this code.
The trading window regarding dealing with equity shares of the Company is duly closedduring declaration of financial results and occurrence of any other material event as perthe code. During the year under review there has been due compliance with the code.
GOING CONCERN STATUS
No significant and material orders have been passed by concern status of the Companyand the Companys operations in future.
STATE OF COMPANYS AFFAIR
The Companys main business being investment in shares and securities theManagement regularly monitors the changing market conditions and trends. There is nochange in the nature of business of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
In terms of requirements of Section 4 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Rehabilitation) Act 2013 the Company has associated itselfwith the Internal Complaints Committee formed by McLeod Russel India Limited one of theCompanies forming part of Williamson Magor group with regard to dealing with sexualharassment at workplace.
As part of our green initiative the electronic copies of this Annual Report includingthe Notice of the 68th Annual General Meeting are sent to all members whose emailaddresses are registered with the Company / Depository Participant (s). For members whohave not registered their email addresses physical copies of this Annual Report includingthe Notice of the 68th Annual General Meeting are sent by permitted mode.
The Company is providing e-voting facility to all its members to enable them to casttheir votes electronically on all resolutions set forth in the Notice. This is pursuant toSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Rules 2014. The instructions for e-voting are provided in notes annexedto the Notice.
The Board of Directors take this opportunity to express their grateful appreciation forthe excellent assistance and cooperation received from the banks and other authorities.The Board of Directors also thank the employees of the Company for their valuable serviceand support during the year. The Board of Directors also gratefully acknowledge withthanks the cooperation and support received from the shareholders of the Company.
| ||For and on behalf of the Board |
|Kolkata ||A. KHAITAN - Chairman |
|14th August 2019 ||R. S. JHAWAR - Director |