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Directors Report of James Warren Tea Ltd.

Mar 31, 2018

BOARD'S REPORT

Dear Shareholders,

Your Directors take pleasure in presenting the Ninth Annual Report together with the Audited Annual Accounts of your Company for the year ended March 31, 2018.

FINANCIAL RESULTS

 

(Rs. in Lakhs)

Particulars

FY 2017-18

FY 2016-17

i. Gross Turnover

11610.28

12136.45

ii. Other Income

499.75

635.14

iii. Total Revenue

12110.03

12771.59

iv. Expenses other than Finance Cost and Depreciation

12171.46

12393.81

v. Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA)

(61.43)

377.78

vi. Finance Cost

0.00

0.14

vii. Depreciation

311.63

307.06

viii. Profit before Tax & Exceptional Item

(373.06)

70.58

ix. Exceptional Items

25.01

134.40

x. Profit / (loss) before Taxation (PBT)

(348.05)

204.98

xi. Tax including Deferred Tax

(94.93)

203.74

xii. Profit / (loss) after Taxation (PAT)

(253.12)

1.24

STATE OF COMPANY'S AFFAIRS AND OPERATIONS :

During the year under review, your Company has achieved a Total Turnover of Rs. 12110.03 lakhs which is 5.18% lower as compared with the previous financial year. The EBIDTA of the Company has reduced as compared with the previous financial year due to increased cost of production in the current financial year. Further, the Company has incurred a net loss of Rs. 253.12 lakhs (including exceptional item of Rs. 25.01 lakhs) in comparison to the net profit (calculated as per provisions of Indian Accounting standards) of Rs. 1.24 lakhs (including exceptional item of Rs. 134.40 lakhs) in the previous financial year. The Company has produced 61,94,707 Kgs of Tea during the financial year as compared to 63,20,337 Kgs of tea in the previous financial year which is 1.98% lower than the previous financial year. The reduction in crop was due to replacement of old bushes with plantation of new bushes and also due to unfavourable climatic conditions.

There is no change in the nature of business of the Company during the financial year 2017-18. OUTLOOK

During the calendar year 2017, Indian Tea Industry recorded highest ever production. All Indian Tea production was 1322.76 million kilos, an increase of 54.40 million kilos compare to last year i.e.2016. At the same time, exports during the financial year 2017-18 stood at 256.57 million kilos showing an increase by 12.71% as compared to the corresponding period last year. On the other hand, production in Kenya declined by more than 33 million kilos that had led to significant upward price movement in the African markets.

In spite of such robust Indian production during 2017, the CTC market has opened satisfactorily with prices for quality teas moving up significantly. Demand for orthodox is beyond and it is expected to stringent further during the course of the year. In the view of significantly higher production from small growers, availability of medium teas will be high and price considered between quality and average tea is expected to be wide.

Season 2018 appears to be encouraging for Assam Tea producers as climatic condition is currently conducive for growth and at the same time demand for good quality orthodox as well as CTC is expected to be strong.

DIVIDEND

In the financial year under review, your Company has already rewarded the shareholders by means of buy-back of the shares to the extent 22.50% of the total equity share capital of the Company at a price of 129/- per share by utilizing the surplus as available with the Company. In view of the loss incurred by the Company during the financial year and to utilise the surplus fund to meet up working capital requirement, the Board did not recommend any dividend on the equity shares of the Company.

DEPOSITS

Your Company has not accepted any deposit during the year under review. BUYBACK OF EQUITY SHARES

With the objective to return surplus cash to the members holding equity shares, the Company to achieve long term benefits viz. optimize the capital structure resulting into improved ratio, reduction in outstanding shares, improvement in earnings per share and enhanced return on invested capital, the Company has bought back 27,00,000 fully paid up Equity Shares of the Company at the price of Rs. 129/- per equity share aggregating to Rs. 34.83 crores by way of "Tender Offer" route through stock exchange mechanism(representing 22.50% of the total number of the equity share capital of the Company)pursuant to provisions of Sections 68, 69, 70 and all other applicable provisions, if any, of the Companies Act, 2013, the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Buy Back of Securities) Regulations, 1998 and as approved by the shareholders of the Company by way of special resolution passed through postal ballot. The physical scrips as bought back were extinguished on 19th March, 2017. Post buyback the paid up capital of the Company as on 31st March, 2018 stands Rs. 9.30 Crores consisting of 93,00,804 equity shares of Rs. 10/ each.

TRANSFER TO RESERVE

Your Company has not transferred any amount in the general reserve for the financial year under review, however, it has transferred a sum of Rs. 2.70 crores from Reserve & Surplus in the Statement of Profit and Loss to Capital Redemption Reserve (CRR) in respect of buyback of 27,00,000 equity shares of face value of Rs. 10/- each of the Company as required under the provisions of the Companies Act, 2013 and the Rules made thereunder.

ALTERATION OF ARTICLES OF ASSOCIATION

Your Company has replaced its Articles of Association (AOA) as per the requirements of the Companies Act, 2013 by passing a special resolution passed through postal ballot.

CHANGE IN SHARE CAPITAL

Your Company has not issued any shares during the financial year under review. However, the paid-up share capital of the Company has been reduced from Rs.12.00 crores to Rs.9.30 crores on account of buyback of 27,00,000 equity shares of Rs. 10/- each. As on 31st March, 2018, the equity share capital stood at Rs. 9,30,08,040 divided into 93,00,804 equity shares of Rs. 10/- each.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the Directors Responsibility Statement as referred to in section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the lossof the company for that period;

iii) The Directors have 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;

iv) The Directors have prepared the annual accounts on a going concern basis;

v) The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PERSONNEL

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

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to conservation of energy, Research & Development, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule8(3) of Companies (Accounts) Rules, 2014 are given in the Annexure-A as attached hereto and forming part of this Report.

All Tea Estates of your Company continue to be the participants of the Ethical Tea Partnership Programme and are FSSC 22000 certified. Further all your Tea Estates, except one are also Rain Forest Alliance certified.

COMPANY'S WEBSITE

The website of your Company, www.jameswarrentea.com displays the Company's businesses up-front on the home page. The site carries a comprehensive database of information of all the Tea Estates including the Financial Results of your Company, Shareholding pattern, Directors' & Corporate profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per the Listing Agreement / Regulations has been uploaded.

LISTING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company are presently listed at BSE Limited and The Calcutta Stock Exchange Ltd. The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company has paid the Listing Fees to the Stock Exchange and the depositories for the financial year 2017-18.

DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP) i) Retirement by Rotation

Mr. Akhil Kumar Ruia (DIN : 03600526) of the Company, pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act, 2013, retires by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.

ii) Resignation of Directors :

Mr. Rakesh Kumar Srivastava (DIN : 07225856), Whole-time Directors & Key Managerial Personnel and Mr. Harshvardhan Saraf (DIN : 02901233), Mr. Rajendra Kumar Kanodia (DIN : 00101022), Non-Executive-Independent Directors of the Company had resigned from their respective office of the Company w.e.f. April, 21 2017, September, 15 2017 and February, 1 2018, respectively during the F.Y. ended 2017-18. Your Board took on record the valuable services rendered by them during their tenure in their respective capacity.

iii) Appointment /Re-appointment of Executive Directors / Independent Directors

a) Mr. Sudeep Kumar Ahluwalia (DIN : 07797775) was appointed as a Whole-time Director and was also designated as Wholetime Key Managerial Personnel (KMP) of the Company by the Board in its meeting held on April 13, 2017 for a period of 1 (one) year with effect from April 21, 2017 and the same was approved by the shareholders in the Annual General Meeting held on 12th September, 2017.

Further the present term of Mr. Sudeep Kumar Ahluwalia (DIN : 07797775)as a Whole-time Director and also designated as Wholetime Key Managerial Personnel (KMP)has expired on April 20, 2018. The Nomination & Remuneration Committee in its meeting held on March 23, 2018 had recommended his re-appointment for a period of 1 (one) year with effect from April 21, 2018 and the same was approved by the Board of Directors in its meeting held on May 17, 2018, subject to the approval of shareholders in the ensuing Annual General Meeting, in accordance with the provisions of Sections 196, 197, 198, 203 read with Schedule V and/or any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. His appointment as a Whole Time Director has been proposed accordingly.

b) The term of appointment of Mr. Akhil Kumar Ruia (DIN : 03600526) as a Whole-time Director of the Company would expire on June 30, 2018. The Board of Directors at its meeting held on May 17, 2018 has re-appointed Mr. Akhil Kumar Ruia as a Whole-time Director of the Company for a period of 3 (Three) years with effect from July 1, 2018 at a remuneration and on such terms and conditions as recommended by the Nomination & Remuneration Committee pursuant to the provisions of sections 196,197,198 read with Schedule V and/or any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 subject to the approval of members by a special resolution in the ensuing Annual General Meeting of the Company and the Central government. His appointment as a Whole Time Director has been proposed accordingly.

c) Mr. Arup Kumar Chowdhuri (DIN: 00997826) and Mr. Abhiram Kastur Sheth (DIN: 00473105) were appointed as Independent Director of the Company with effect from April 1, 2014 to March 31, 2019. Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder SEBI (LODR) Regulations, 2015, it is required to pass Special resolution for re-appointment for a further term of five consecutive years. The Board at its meeting held on May 17, 2018 has recommended their re-appointment as Independent Directors from April 1, 2019 to March 31, 2024 by means of passing Special resolution in the ensuing Annual General Meeting of the Company. The Board is of the opinion that their association would be of immense benefit to the Company and it is desirable to avail their service as Independent Directors. Accordingly, the Board of Directors has proposed their re-appointment.

iv) Appointment and Resignation of Wholetime Key Managerial Personnel (KMP):

The present Whole-time Key Managerial Personnel of the Company are as follows:-

i. Mr. Sudeep Kumar Ahluwalia - Whole-time Director

ii. Mr. Vikram Saraogi- Chief Financial Officer

iii. Mr. Gyanendra Singh- Company Secretary & Compliance Officer

Mr. Rakesh Kumar Srivastava, Whole-time Director (designated as the Wholetime Key Managerial Personnel) had resigned with effect from April 21, 2017.

Mr. Sudeep Kumar Ahluwalia, Whole-time Director (designated as the Wholetime Key Managerial Personnel) was appointed w.e.f. April 21, 2017 and the same was approved by the shareholders in the last Annual General Meeting of the Company.

Ms. Surbhi Shah Company Secretary & Compliance Officer (designated as the Wholetime Key Managerial Personnel) had resigned from the office of Company Secretary and Compliance Officer of the Company with effect from April 13, 2017.

Mr. Gyanendra Singh was appointed as the Company Secretary & Compliance Officer (designated as the Wholetime Key Managerial Personnel) of the Company by the Board in its meeting held on September 9, 2017 with effect from that date, as recommended by the Nomination & Remuneration Committee of the Company, pursuant to the provisions of Section 203 and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013and rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1). In accordance with Section 149(7) of the Act, each Independent Director has given a written declaration to the Company conforming that he/she meets the criteria of independence as mentioned under section 149(6) of the Act and Regulation 16(l)(b) of SEBI(Listing Obligations & Disclosure Requirements) Regulations, 2015.

All members of the Board of Directors and senior management personnel affirmed compliance with the Company's code of conduct policy on an annual basis.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to section 135 of the Companies Act, 2013 and the relevant Rules, the CSR Committee presently comprises of Mr. Sudeep Kumar Ahaluwalia, Chairman of the Committee, Mr. Akhil Kumar Ruia, and Mr. Arup Kumar Chowdhuri, as Members of the Committee. Other details of the Committee is mentioned in the Corporate Governance Report attached as Annexure to this Board's Report and the CSR activities undertaken by the Company are mentioned in the 'Annual Report on CSR Activities' enclosed as Annexure-B to this Report. The policy is also available on the website of the Company.

However, the CSR Committee was reconstituted w.e.f. September 15, 2017 in the meeting of the Board of Directors of the Company held on September 09, 2017 due to the resignation of Mr. Harshvardhan Saraf from the directorship of the Company. Mr. Arup Kumar Chowdhuri, Independent Director was inducted as a member of the Committee in place of Mr. Harshvardhan Saraf.

AUDITORS AND THEIR REPORTS (i) Statutory Auditors:

The present Statutory Auditors, M/s. Singhi & Company, Chartered Accountants, holds office upto the conclusion of the Annual General Meeting (AGM) to be held for the financial year 2017-18.

As per the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder it is mandatory for the Company to rotate the current Statutory Auditors on completion of maximum term as permitted under the Act and rules made thereto. Accordingly, based on the recommendation of Audit Committee, the Board of Directors has appointed M/s. B. Chhawchharia & Co., Chartered Accountants (Registration No. 305123E) as Statutory Auditors of the Company to hold office of the Statutory Auditors from the conclusion of the Ninth Annual General Meeting of the Company to be held for the financial year 2017-18 till the Fourteenth Annual General Meeting of the Company subject to the approval of the Shareholders in the Annual General Meeting. Requisite letter pursuant to Section 139 and 141 of the Companies Act, 2013 from M/s. B. Chhawchharia & Co., Chartered Accountants (Registration No. 305123E) about their consent and eligibility for appointment as the Statutory Auditors of the Company has been received by the Company.

The Notes to Accounts, as referred in the Auditors Report are self-explanatory and hence does not call for any further explanation.

(ii) Cost Auditor:

The Company has received consent and confirmation of eligibility pursuant to section 148 of the Companies Act, 2013 from M/s Debabrota Banerjee & Associates for his re-appointment as the Cost Auditors of the Company for the financial year 2018-19, thereafter the Board of Directors on recommendation of the Audit Committee has re-appointed M/s. Debabrota Banerjee & Associates (Registration No. 102336), Cost Accountants, as the Cost Auditors of the Company for the financial year 2018-19.

(iii) Secretarial Auditor:

The Board had re-appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary, as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year 2017-18 under the provisions of section 204 of the Companies Act, 2013.

The report of the Secretarial Auditor for the F.Y. 2017-18 is enclosed as Annexure MR-3 to this Board's Report, which is self-explanatory and hence do not call for any further explanation.

The Company has received consent letter from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary for his re-appointment as the Secretarial Auditors of the Company for the financial year 2018-19 and the Board has re-appointed him accordingly.

CORPORATE GOVERNANCE

Your Company has practiced sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders' expectations while continuing to comply with the mandatory provisions and strive to comply non-mandatory requirements of Corporate Governance. Your Company has complied with the requirements of the Securities &Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 hereinafter referred to as "Listing Regulations", as issued by Securities and Exchange Board of India and as amended from time to time. Your Company has given its deliberations to provide all the information in the Board's Report and the Corporate Governance Report as per the requirements of the Companies Act, 2013 and the Listing Regulations, as a matter of prudence and good governance.

A Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO/Wholetime Director & CFO are given as Annexures to this report.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

A report on Management Discussion & Analysis is given as Annexure to this report. CODE OF CONDUCT

The Code of Conduct for Directors, KMPs and Senior Executives of the Company is already in force and the same has been placed on the Company's website: www.jameswarrentea.com and the declaration to this effect is given in Annexure to this Board's Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has already adopted the Code of Conduct for prevention of Insider Trading and the same is also placed on the Company's website: www. jameswarrentea.com. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has already adopted the code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information and formulated the code of conduct of the Company.

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015 notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014. Thus Ind AS is applicable to your Company w.e.f. 1st April, 2017 and the Accounts have been prepared accordingly. The financial statement for f.y. 2016-17 has been re-grouped/revised to make it comparable with the financial statement for 2017-18.

DISCLOSURES AS PER APPLICABLE ACT AND SEBI (LODR) REGULATIONS, 2015 i) Related Party Transactions:

All transaction entered with related parties during the f.y. 2017-18 were on arm's length basis and provisions of Section 188(1) are not attracted. There have been no materially significant related party transactions with the Company's Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013 and

the Listing Regulations which may have potential conflict of interest with the Company at large. Accordingly, disclosure in Form AOC 2 is not required.

The Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the Audit Committee and Board of Directors were taken wherever required in accordance with the Policy.

The necessary disclosures regarding related party transactions in accordance to IND AS are given in the notes to accounts.

ii) Number of Board Meetings:

The Board of Directors met 5 (five) times in the year 2017-18 and the maximum interval between two meetings did not exceed 120 days. The details of the Board meeting and attendance of the Directors are provided in the Corporate Governance Report, attached as Annexure to this Board's Report.

iii) Committees of the Board :

5 (five) Committees are in place as on 31st March, 2018, viz. the audit committee, the nomination and remuneration committee, the stakeholder's relationship committee, the share allotment committee, the corporate social responsibility committee. A detail note on the Committee is provided in the Corporate Governance Report section of this Annual Report.

iv) Composition of Audit Committee:

The Audit Committee presently comprises of Mr. Arup Kumar Chowdhuri being the Chairman and Mrs. Sucharita Basu De and Mr. Akhil Kumar Ruia being the members of the Committee as on March 31, 2018. The complete details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Board's Report.

v) Extracts of Annual Return:

The details forming part of the extract of the Annual Return in MGT-9 as provided under section 92(3) of the Companies Act, 2013and Rule 12 of the Companies (Management and Administration) Rules, 2014 is enclosed as Annexure MGT-9.

vi) Risk Analysis:

The Board has developed and implemented a risk management policy identifying therein the elements of risk that may threaten the existence of the Company. The Company has in place a mechanism to inform the Board members about the risk assessment, their comparison against benchmarks or standards, and determination of an acceptable level of risk and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management.

vii) Internal Financial Control:

The Company has in place adequate internal financial control as required under section 134(5)(e) of the Actand the same was evaluated by the Audit Committee. During the year such controls were tested with reference to financial statements and no material weakness in the formulation or operations were observed. The Statutory Auditors of the Company conducted audit on the Company's internal financial control over financial reporting and the report of the same is annexed with Auditors' Report.

viii) Loans, Guarantees and Investments:

During the year under review, your Company has invested and deployed its surplus funds in Securities, Bonds, units of Mutual Funds, Fixed deposits, etc. which is within the overall limit of the amount and within the powers of the Board as applicable to the Company in terms of section 179 and 186 of the Companies Act, 2013. The particulars of all such loans, guarantees and investments are entered in the register maintained by the Company for the purpose.

ix) Post Balance Sheet events:

There is no material changes in commitments affecting the financial position of the Company occurred since the end of the financial year 2017-18.

x) Subsidiaries, Associates or Joint Ventures:

As on 31st March, 2018 Company has only one Joint Venture Company viz. Mayfair Investment Holding Pte. Ltd.

M/s. Warren Steels Private Limited ceased to be an Associate Company during the year ended 31st March, 2018 and there is no other Company which has become or ceased to be the Company's subsidiary, joint venture or associate Company during the year under review.

The consolidated financial statement in this Annual Report is as per the Accounting Standards as laid down by the Institute of Chartered Accountants of India. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information will be available on our website including financial statement of Joint Venture. These documents will also be available for inspection during business hours at the Registered office of the Company. The Company will also make available copy on specific request by any member of the Company, interested in obtaining the same.

In accordance to regulation 33 of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company opts to submit consolidated financial results only on Annual basis and the same has been intimated to the respective Stock exchanges.

The financial performance of Mayfair Investment Holding Pte. Ltd., Joint Venture Company is detailed in Annexure AOC 1 of this Board's Report.

xi) Evaluation of the Board's Performance:

During the year under review, the Board, in compliance with the Companies Act, 2013 and applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has continued to adopt formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgements, safeguarding of minority shareholders interest, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-independent Directors, Committees of the Board and Board as a whole were carried out by the Independent Directors in their separate meeting.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

xii) Nomination, Remuneration and Evaluation Policy:

The Nomination, Remuneration and Evaluation Policy in compliance with the provisions of the Companies Act, 2013 read with the Rules and the Listing Agreement entered with the stock exchanges (as amended from time to time) is formulated to provide a framework and set standards in relation to the followings and details on the same are given in the Corporate Governance Report, attached as Annexure to this Board's Report:

a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.

b. Remuneration payable to the Directors, KMPs and Senior Management Executives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications, positive attributes and independence of a Director.

The detailed Nomination & Remuneration Policy of the Company is placed on the Company's website. xiii) Vigil Mechanism (Whistle Blower Policy):

By virtue of Whistle Blower Policy, the Directors and employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith. This policy also allows the direct access to the Chairperson of the Audit Committee. During the year under review, the Company has not reported any complaints under Vigil Mechanism.

Details of establishment of the Vigil Mechanism have been uploaded on the Company's website: www. jameswarrentea.com and also set out in the Corporate Governance Report attached as Annexure to this Board's Report.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year under review, no complaints with allegations of sexual harassment were filed.

INDUSTRIAL RELATIONS

The industrial relation during the year 2017-18 had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There have been no significant & material orders passed by regulators / courts/ tribunals impacting going concern status and Company's operations in future.

APPRECIATION

Your Directors take this opportunity to place on record their gratitude to the Central and State Governments, Bankers and Investors for their continuous support, co-operation and their valuable guidance to the Company and for their trust reposed in the Company's management. The Directors also commend the continuing commitment and dedication of the employees at all levels and the Directors look forward to their continued support in future.

 

For and on behalf of the Board of Directors

 

For James Warren Tea Ltd.

 

Sd/-

Sd/-

 

Akhil Kumar Ruia

Arup Kumar Chowdhuri

Place : Kolkata

Wholetime Director

Independent Director

Dated : May 17, 2018

DIN: 03600526

DIN: 00997826

ANNEXURE -'A'

Particulars pursuant to the provisions of Section 134 (3) (m) of the Companies Act, 2013 and rule 8(3) of the Companies (Accounts) Rules, 2014:

A) Conservation of Energy -

(i) Steps taken or impact on conservation of energy

The conservation of energy is a continuous process for the Company and towards this endeavor, the company has taken various initiatives are as under:

• Up gradation and modernization of equipments at various factories based on fuel or power efficiency.

• Replacing power consumption by using VFBD driers.

• Installation of Gas Generating sets for generating power.

• Maintenance and overhauls of generators to achieve a high unit per Itr. delivery.

• Monitoring the maximum demand and power load factor on daily basis.

• Installation of power capacitors for efficient utilization of available power.

• Optimum power factor is being maintained to avoid surcharge on power factor as well as to get maximum rebate on electricity consumption bills.

• Condensed Bulbs is gradually replaced with LED Bulbs in the factories and Bungalows to reduce the energy consumption.

• Installation of Gas flow meter to save the power and fuel cost. (ii) Steps taken by the Company for utilizing alternate sources of energy

The Company is committed to conserve energy at its various establishments and has explored possibilities to exploit alternate source of energy as well. The company is steadily progressing in this endeavor and is hopeful that improvements will be made going forward.

(iii) Capital investment on energy conservation equipments

During the year under review the company has incurred capital expenditure of Rs. 145.76 lakhs on various plant and machinery in its tea estates inter alia for conservation of energy

B) Technology Absorption -

(i) Efforts, in brief, made towards technology

The Company undertakes regular efforts to upgrade and modernize its equipments through adoption of improved technology.

Managerial staffs are engaged to attend seminars and training program for agricultural practices in thefield and manufacturing process in the factories

The Company conducts various workshop and interactive group discussions regularly duly complimented by efficient training of staff with specific approach towards development of efficiency.

The Company in its own interest encourages and values innovative achievements of the operating people in the agriculture and manufacture of tea.

The company also uses Vermi compost for improving the organic status of the soil

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution

The adoption of improved technology, regular up gradation, modernization of equipments, conducting various workshops and implementation of organic technologies help in improving the yield and quality of tea. The Company is one of major exporter of tea from India.

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)-

a) Details of technology imported }

b) Year of import } N.A.

c) Whether the technology been fully absorbed }

d) If not fully absorbed, areas where absorption has } not taken place, reasons thereof: and

(iv) The expenditure incurred on Research and Development

The Company contributes to Tea Research Association (TRA), which does R& D work for its tea industries and their expert advice is also being obtained through visits by their Advisory Officers to the garden from time to time.

C) FOREIGN EXCHANGE EARNING AND OUTGO

The Foreign exchange earned in terms of actual cash inflows during the year and the Foreign exchange outgo during the year in terms of actual outflows is as follows -

2017-18

 

Rs. in Lakhs

 

2017-18

 

Total Foreign Exchange Used and Earned:

   

Earned (F.O.B.)

534.87

1547.26

Used

262.93

107.90

Registered Office:

On behalf of the Board of Directors

Dhoedaam Tea Estate P.O Borahapjan,

For James Warren Tea Limited

Dist : Tinsukia

   

Assam - 786150

Akhil Kumar Ruia

Arup Kumar Chowdhuri

 

Wholetime Director

Independent Director

Date: 17th May, 2018

(DIN: 03600526)

(DIN: 00997826)

ANNEXURE -'B'

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the Company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs:

To meet its responsibility towards society and economy, the Company is carrying out programs, projects and activities (collectively known as "CSR Activities") for achieving social goals like education, health, sanitation, clean & pollution-free environment, livelihood opportunities, medical facilities, promoting Goshala etc. to enable the people to deliver their best. Preserving the ecosystem has also given great importance. The Company is also running schools for the underprivileged through various government schemes such as Angawadi/ Sarvasiksha. The Company has its own lower primary schools, provides facility of school bus and also has hospitals in each of its Tea Estate for the population living in and around the estate to cater them in times of illness or other health related issues. Preserving the ecosystem is also given great importance.

The charitable trust of the Company viz. "JAMES WARREN TEA FOUNDATION" meant for carrying out CSR activities and has planted avenue trees and forestry in the nearby location of the Tea Estate to develop the local community by ensuring environmental sustainability, ecological balance, agro forestry and maintaining quality of soil, air and water. A Proposal to construct twin strip tarmac pattern road through Balijan Bazar, NK Division and construction of semi kutcha road, for the purpose of rural development is under process and likely to be completed and the proposal to repair a road near Rajah Alii Tea Estate which is generally used by the general public has also been completed.

Education is essential to a child's development and a Nation too, during the financial year, the Company donated several amounts through the Trust towards education of underprivileged children as mentioned in the table below. Construction of Community Sanitary Complex and concrete dustbins in the nearby market places outside the Tea Estates has also been successfully completed. Wash Project was undertaken by the Company at nearby locations of Tea Estates to educate on personal hygiene practices and to promote awareness on environmental issues in co-ordination and support from all hemispheres on the ground level. Stoves Project was successfully completed under which the Company had provided 1000 households with fuel efficient stoves at their homes, which is expected to save 750MT of firewood annually. This will also reduce deforestation and People living in these houses would be exposed to much lesser health risk due to low emission of C02. It was also proposed to purchase Four Wheeled Water Browser which will be used exclusively for supply of drinking water in various social and religious occasions for the purpose of making available safe drinking water and proposal to spend for other CSR activities were undertaken. The above proposals have been duly approved by the CSR Committee and the Trust have made such expenditures as shown in the table below.

The Company on recommendation of its CSR Committee has laid down a "Corporate Social Responsibility (CSR) Policy", in concurrence with the provisions specified in the Companies Act, 2013 and Rules made thereunder and the same has been uploaded to the website of the Company at http://www.jameswarrentea. com/#!csr/cku4.

2. The Composition of the CSR Committee:

Names of the Director

Designation in Committee

Nature of Directorship

Mr. Sudeep Kumar Ahluwalia**

Chairman

Whole time Director

Mr. Rakesh Kumar Srivastava*

Chairman

Whole time Director

Mr. Akhil Kumar Ruia

Member

Wholetime Director

Mr. Harshvardhan Saraf#

Member

Non-Executive - Independent Director

Mr. Arup Kumar Chowdhuri$

Member

Non-Executive - Independent Director

3.

Average net profit of the Company for last three financial years

: Rs. 681.34 Lakhs

4.

Prescribed CSR Expenditure (two percent of the amount as in item 3 above)

: Rs. 13.63 Lakhs

5.

Details of CSR spent during the financial year.

 
 

(a) Total amount to be spent during the financial year (including unspent money for earlier years)

: Rs. 51.96 Lakhs

 

(b) Amount unspent, if any

: Rs. 37.33 Lakhs

 

(c) Manner in which the amount spent during the financial year is detailed below:

*Ceased to be the member and Chairman of the Committee w.e.f. April 21, 2017. **lnducted as a member and Chairman of the Committee w.e.f. April 21, 2017.#Ceased to be the member of the Committee w.e.f. September 15, 2017.

$lnducted as a member of the Committee w.e.f. September 9, 2017.

The CSR committee was reconstituted w.e.f. April 21, 2017 in the meeting of the Board of Directors of the Company held on April 13, 2017 due to the resignation of Mr. Rakesh Kumar Srivastava, Chairman of the Committee from the directorship of the Company and Mr. Sudeep Kumar Ahluwalia,Whole-time Director of the Company was inducted as a member and also appointed as the Chairman of the said Committee w.e.f. April 21, 2017.

The committee was further reconstituted by the Board on September 9, 2017 and Mr. Arup Kumar Chowdhuri, Independent Director of the Company was inducted as a member of the Committee. Mr. Harshvardhan Saraf ceased to be member of the committee due to his resignation from the directorship of the Company w.e.f. September 15, 2017.

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

SI. No.

CSR project or activity identified

Sector in which the Project is covered

Projects or programs 1) Local area or other 2) Specify the State and district where projects or programs were undertaken

Amount outlay (budget) project or programs wise

Amount spent on the projects or programs Sub-heads: 1) Direct expenditure on projects or programs. 2) Overheads

Cumulative expenditure upto the reporting period

Amount spent: Direct or through implementing agency

1

Plantation of avenue trees and forestry

Schedule VII, item no. (iv)

Local Area Dist Tinsukia and Dibrugarh, Assam

5.00

1.80

1.80

Direct

2

Construction of twin strip tarmac pattern road and semi kutcha road

Schedule VII, item no. (x)

Local Area Dist Tinsukia and Dibrugarh, Assam

4.50

2.96

2.96

Direct

3

Purchase of Four Wheeled Water Brower for supply of drinking water

Schedule VII, item no. (i)

Local Area Dist Tinsukia and Dibrugarh, Assam

2.00

1.82

1.82

Through James Warren Tea Foundation

4

Construction of Sanitary Complex

Schedule VII, item no. (i)

Local Area Dist: Dibrugarh, Assam

0.40

0.40

0.40

Through James Warren Tea Foundation

5

Erection of concrete dustbins

Schedule VII, item no. (i)

Local Area Dist Tinsukiaand Dibrugarh, Assam

0.70

0.64

0.64

Direct

6 (i)

Road repair

Schedule VII, item no. (i)

Local Area Dist Tinsukia and Dibrugarh, Assam

2.04

1.98

1.98

Through James Warren Tea Foundation

6 (ii)

Road repair

Schedule VII, item no. (i)

Local Area Dist: Tinsukia and Dibrugarh, Assam

0.02

0.02

0.02

Direct

7

Healthcare including preventive health care

Schedule VII, item no. (i)

Kolkata West Bengal

4.50

4.50

4.50

Through James Warren Tea Foundation

8

Promoting Education

Schedule VII, item no. (ii)

Kolkata West Bengal

4.00

4.00

4.00

Through James Warren Tea Foundation

9

Eradicating Hunger, Poverty & Malnutrition

Schedule VII, item no. (i)

Different Districts in Kolkata, West Bengal

3.00

3.00

3.00

Through James Warren Tea Foundation

10

Goshala (Protection & Welfare of Animals)

Schedule VII, item no. (iv)

Kolkata West Bengal

3.50

3.50

3.50

Through James Warren Tea Foundation

11

Healthcare-Multispecialty Hospital

Schedule VII, item no. (i)

Durgapur West Bengal

14.00

14.00

14.00

Through James Warren Tea Foundation

12

Promoting Health care Education

Schedule VII, item no. (i)

Durgapur West Bengal

1.00

1.00

1.00

Through James Warren Tea Foundation

13

Eye Surgeries and other Healthcare programme

Schedule VII, item no. (i)

Kolkata West Bengal

5.00

5.00

5.00

Through James Warren Tea Foundation

14

Medical aid facility

Schedule VII, item no. (i)

Kolkata West Bengal

5.00

5.00

5.00

Through James Warren Tea Foundation

15

Sports and other social service centers

Schedule VII, item no. (vii)

Kolkata West Bengal

0.075

0.075

0.075

Through James Warren Tea Foundation

16

Improvement of Sanitation Infra structure and Awareness Campaign

Schedule VII item no. (i)

Local Area Dist: Tinsukia and Dibrugarh, Assam

20.57

10

10

Through James Warren Tea Foundation

17

Promoting Education

Schedule VII, item no. (ii)

Kolkata West Bengal

0.51

0.51

0.51

Through James Warren Tea Foundation

18

Promoting Education

Schedule VII, item no. (ii)

Local Area Dist: Tinsukia and Dibrugarh, Assam

1

1

1

Through James Warren Tea Foundation

19

Promoting Education

Schedule VII, item no. (ii)

New Delhi

1

1

1

Through James Warren Tea Foundation

20

Imrovement of Sanitation Infra structure and Awareness Campaign

Schedule VII item no. (i)

Local Area Dist Tinsukia and Dibrugarh, Assam

20.58

     

21

Other CSR Activities

Schedule VII

Local Area Dist Tinsukia and Dibrugarh, Assam

1.14

     

22

Plantation of avenue trees and forestry

Schedule VII, item no. (iv)

Local Area Dist Tinsukia and Dibrugarh, Assam Dist:

0.12

0.12

0.12

Direct

 

TOTAL

   

99.66

62.33

62.33

-

The unspent amount of Rs. 37.33 Lakhs proposed to be spent in the Financial Year 2018-19.

6. The Company through its trust has identified above mentioned CSR activities and projects during the year under review and accordingly budget have been prepared. The Committee has also assessed and quantified the amount to be contributed for CSR expenditure for the financial year 2018-19 i.e. Rs. 7.92 Lakhs, which is 2% of the average net profit of the Company for last three financial years. However, the aforesaid activities will be executed and carried out during the year 2018-19 and accordingly expenditure on the same will be made, as per their respective budgets.

Apart from the above, the CSR Committee puts it endeavor to locate more areas of development based on the suggestions of people of the Tea Estates and its local authorities about their needs. Accordingly, it will undertake different CSR activities commensurate to its divergent locations of its Tea Estates in the manner and to the extent the quantum of money to be spent to enable the Company to utilize the same in the best interest of the society at large. The Committee would spend the money in the current financial year after taking into account all the aforesaid aspects.

7. We hereby confirm that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

 

Sd/-

Sd/-

 

For James Warren Tea Ltd.

For James Warren Tea Ltd.

 

Akhil Kumar Ruia

Arup Kumar Chowdhuri

Place : Kolkata

Wholetime Director

Independent Director

Dated : May 17, 2018

DIN: 03600526

DIN: 00997826

ANNEXURE -'MR-3'

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

James Warren Tea Limited

Dhoedaam Tea Estate,

P.O Borahapjan,

Tinsukia,

Assam - 786 150.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. James Warren Tea Limited (hereinafter called 'the Company') bearing CIN :L15491AS2009PLC009345. Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the James Warren Tea Limited's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018, has complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018, to the extent Acts/provisions of the Acts applicable,

according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of

Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992 ('SEBI Act'), to the extent applicable :-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; and

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(vi) I further report that, having regards to compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test check basis and on representation made by the Company and its officers for compliances under other applicable Acts, laws and Regulations to the Company, the Company has complied with the following laws specifically applicable to the Company :-i. The Tea Act, 1953 ii. The Tea Rules, 1954

iii. The Investigation of Tea Undertaking/Tea Units ( Procedure ) Rules, 1981 iv. Tea (Distribution & Export) Control Order, 2005 v. Tea Waste Control Order, 1959 vi. Tea (Marketing) Control Order, 2003 vii. Tea Warehouse Licensing Order, 1989 viii. Plantations Labour Act, 1951 ix. Assam Tea Plantations Provident, Pension, & Deposit Linked Insurance Fund Scheme Act 1955 &

Scheme, 1968 & 1984

x. The Assam Plantations Labour Rules, 1956, Plantations Labour (Amendment) Act, 1981, 2001 and 2006 xi. Assam Tea Plantations Provident Fund And Pension Fund And Deposit Linked Insurance Fund Scheme

(Amendment) Act, 2005

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with the Calcutta Stock Exchange Ltd. and BSE Limited.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that -

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

None of the Directors in any meeting dissented on any resolution and hence there was no instance of recording any dissenting member's view in the minutes.

I further report that subject to our observation above there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period the Company has bought back its 27,00,000 fully paid up Equity Shares of the face value Rs. 10/- each at a price of Rs. 129/- (Rupees One Hundred and Twenty Nine Only) per equity share aggregating to Rs. 34,83,00,000/- (Rupees Thirty Four Crores Eighty Three Lakhs Only) by way of "Tender Offer" route through stock exchange mechanism constituting 22.50% of the total number of the equity share capital of the Company (24.92% of the fully paid-up equity share capital and free reserves as per the latest audited Annual Financial Statement of the Company for the financial year ended March 31, 2017) and complied with the provisions of the Act and Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.

 

Sd/-

 

Santosh Kumar Tibrewalla

Place: Kolkata

Company Secretary in Practice

Date: 09.05.2018

FCSNo.:3811CPNo.:3982

ANNEXURE TO THE DIRECTORS' REPORT

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures

Part A: Subsidiaries

The Company has no subsidiary as on 31.03.2018. Other information:

1. Names of subsidiaries which are yet to commence operations - Not Applicable

2. Names of subsidiaries which have been liquidated or sold during the year - Not Applicable Part B: Associates and Joint Ventures:

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of Associates or Joint Ventures

Joint Venture: Mayfair Investment Holding Pte. Ltd.

1. Latest audited Balance Sheet Date

31.03.2018

2. Date on which the associate or joint venture was associated or acquired

11.10.2016

3. Shares of Associate or Joint Ventures held by the company on the year end

 

No.

119857 shares of US$10 each

Amount of Investment in Associates or Joint Venture

Rs. 1118.83 lakhs

Extend of Holding (in percentage)

48.99%

4. Description of how there is significant influence

Parties have joint control of the arrangement, have rights to the net assets of the arrangement pursuant to Section 2(6) of Companies Act, 2013

5. Reason why the associate/joint venture is not consolidated

N.A.

6. Networth attributable to Shareholding as per latest audited Balance Sheet

48.99%

7. Profit/Loss for the year

 

i. Considered in Consolidation

Yes, Loss of Rs. 1.73 Lakhs

ii. Not Considered in Consolidation

N.A.

Other information :

1. Names of associates or joint ventures which are yet to commence operations- Not Applicable

2. Names of associates or joint ventures which have been liquidated or sold during the year - Warren Steels Private Limited, Associate Company have been sold during the year under review.

   

For and on behalf of the Board of Directors

 
   

For James Warren Tea Limited

 
 

Sd/-

Sd/-

Sd/-

Sd/-

 

Akhil Kumar Ruia

Arup Kumar Chowdhuri

Vikram Saraogi

Gyanendra Singh

Place: Kolkata

Wholetime Director

Independent Director

Chief Financial Officer

Company Secretary

Dated: May 17, 2018

DIN: 03600526

DIN: 00997826

   

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2017-18 and the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2017-18 are as under:

SI. No.

Name of Director/ KMP and Designation

Remuneration of Director /KMP for financial year 2017-18 (Rs. in lakhs)

% increase in Remuneration in the financial year 2017-18

Ratio of remuneration of each Director/ to median remuneration of employees

1

Mr. Akhil Kumar Ruia, Wholetime Director

186.68

10.91

622.30:1

2

Mr. Rakesh Kumar Srivastava, Wholetime Director *

1.97

NA

NA

3

Mr. Sudeep Kumar Ahluwalia, Wholetime Director**

16.98

@

NA

4

Mr. Vikram Saraogi, Chief Financial Officer

17.85

2.00

59.50:1

5

Ms. Surbhi Shah Company Secretary**

0.14

NA

NA

6

Mr. Gyanendra Singh Company Secretary$

2.10

@

NA

*Resigned from directorship of the Company w.e.f. April 21, 2017.

** Resigned from office of Company Secretary/employment of the Company w.e.f. April 13, 2017.

# Appointed as the Wholetime Director of the Company w.e.f. April 21, 2017.

$Appointed as the Company Secretary of the Company w.e.f. September 09, 2017

@Since the data for the previous year is available for part of the year or not available, the same is not comparable.

Note: No Director other than the Wholetime Directors of the Company received any remuneration other than sitting fees during the financial year 2017-18.Therefore, the same are not considered for the aforesaid purpose.

Note:

i) No other Director other than the Whole-time Directors received any remuneration during the financial year 2017-18.

ii) The median remuneration of employees of the Company during the financial year was 0.30 lakhs compared to the previous year was 0.28 lakhs;

iii) In the financial year, there was an increase of 9.87 % in the median remuneration of employees; iv) There were 8472 permanent employees on the rolls of Company as on March 31, 2018;

iv) Average percentage decrease made in the salaries of the employees other than the managerial personnel in the financial year 2017-18 was 4.10% whereas the increase in the managerial remuneration for the same financial year was 10.66%;

v) It is hereby affirmed that the remuneration paid during the year ended 31st March, 2018 is as per the Remuneration Policy of the Company.

Statement pursuant to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

A. LIST OF TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN :

SI. No.

Name of the Employees

Designation of the employee

Remuneration drawn during the financial year 2017-18 (Rs. in lakhs)

Nature of employment, whether contractual or otherwise

Qualifications and experience

Date of commencement of employment

Age

Last employment held before joining the Company

% of equity shares held in the Company

Whether relative of any Director or Manager of the Company and if so, name of such Director or Manager

1

Akhil Kumar Ruia

Wholetime Director

186.68

Contractual

MBA and Masters in Management having work experience of 13 years.

28.06.2012*

36 years

Investment Banker at Barclays Capital, UK

0.26% (24,800 equity shares]

Yes. Son of Mr. Anil Kumar Ruia, Chairman

2

Gulshan Rai Bagai

Visting Agent

27.89

Permanent

M.Sc. In Physics with knowledge of Electronics And Having work experience of 50 years.

01.05.2017

74 years

Senior Plantation Consultant at Assam Company India Ltd.

Nil

No

3

Sudipta Kumar Mitra

Executive Director -Quality Control & Marketing

26.56

Permanent

B. Sc. Having work experience of 43 years.

01.04.2016

66 years

Director - Sales & marketing at Apeejay Tea Ltd

Nil

No

4

Vikram Saraogi

Chief Financial Officer

17.85

Permanent

Chartered Accountant (CA|, Company Secretary (CS|, Diploma in Business Management (Finance], Master of Commerce (M.Com) having work experience of 15 years

01.08.2013*

40 years

Company Secretary at Electrosteel Steels Ltd.

0.00% (1 Equity Shares]

No

5

Sudeep Kumar Ahluwalia

Wholetime Director

16.98

Contractual

B.A. (Hons| having work experience of 34 years

15.02.2017

54 years

General Manager at Apeejay Tea Ltd.

Nil

No

6

Rajiv Singh Parmar

Manager

14.60

Permanent

B.Sc. having work experience of 37 years

01.12.2014

58 years

Senior Manager at Assam Group Ltd.

Nil

No

7

Kamalesh Gupta

Estate Manager

10.35

Permanent

B.com (Hons) Having work experience of 29 years

01.11.2016

54 years

Manager at Anandbag Tea Company Ltd.

Nil

No

8

Sandip Das

Senior Manager

10.35

Permanent

M.com, CA (Inter] Having work experience of 15 years

26.03.2014

43 years

Manager-Accounts & Finance at United Spirits Ltd.

0.00% (3 Equity Shares)

No

9

Abhijit Sarmah

Senior Deputy Manager

9.98

Permanent

Masters in Person Management (MPM), having work experience of 22 years

15.01.1997*

49 years

N.A.

Nil

No

10

Aditya More

Senior Manager

9.95

Permanent

Chartered Accountant (CA), having work experience of 7 years

04.03.2013*

29 years

Assistant manager at Visa Steels Ltd.

0.00% (1 Equity Shares)

No

*The Company being a transferee Company pursuant to demerger, the details in respect of date of commencement of employment pertains to their employment in Warren Tea Ltd.

B. No employee employed for a part of the FY 2017-18 have drawn remuneration for that year, at a rate which, in the aggregate was not less than eight lakhs and fifty thousand rupees per month.

C. There is no employee in employment throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Executive Chairman or Manager and holds by himself or along with his spouse and dependent children, not less than two per cent of the equity shares of the Company.

D. There is no employee posted and working outside India not being directors or their relatives, drawing more than sixty lakhs rupees per financial year or five lakhs rupees per month.

Form No. MGT-9

EXTRACT OF ANNUAL RETURN as on the financial year ended on March 31, 2018

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

REGISTRATION AND OTHER DETAILS:

a. CIN:- L15491AS2009PLC009345

b. Registration Date: 09.11.2009

c. Name of the Company: James Warren Tea Limited

d. Category / Sub-Category of the Company: Company limited by Shares, Non-govt. company

e. Address of the Registered office and contact details: Dhoedaam Tea Estate, P.O. Borahapjan Dist: Tinsukia - 786 150, Assam

Phone: 03759 - 247922/ 214835 Email Id: [email protected]

f. Whether listed company: Yes

g. Name, Address and Contact details of Registrar and Transfer Agent, if any: Maheshwari Datamatics Pvt. Ltd.

Address: 23, R. N. Mukherjee Road, 5th Floor, Kolkata - 700 001 Tel: +91-033 2243-5809, 2243-5029, 2248-2248 Fax: +91-033 2248-4787; E-mail: [email protected]

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

SI.

No.

Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the company

1

Tea Production

01271

100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

SI.

No.

Name and address of the Company

CIN/GLN

Holding/ Subsidiary/ Associate

% of shares held

Applicable Section

1

Mayfair Investment Holding PTE. Ltd. Registered Office Address -The Central #15-92, 8 EU Tong Sen Street, Singapore - 059818

ACRA Registration No. -201542926H

Joint Venture

48.99%

Section 2(6) of the Companies Act, 2013

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

i) Category-wise Share Holding:

Category of Shareholders

No. of Shares held at the beginning of the year [As on 1st April 2017]

No. of Shares held at the end of the year [As on 31st March 2018]

% change during the Year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters

                 

(1) Indian

                 

a) Individual/ HUF

50000

0

50000

0.4166

50000

0

50000

0.5376*

0.1210

b) Central Govt

0

0

0

0

0

0

0

0

0

c) State Govt(s)

0

0

0

0

0

0

0

0

0

d) Bodies Corp.

0

0

0

0

0

0

0

0

0

e) Banks/Fi

0

0

0

0

0

0

0

0

0

f) Any other

0

0

0

0

0

0

0

0

0

Sub-total (A)(l)

50000

0

50000

0.4166

50000

0

50000

0.5376*

0.1210

(2) Foreign

                 

a) NRIs- Individuals

0

0

0

0

0

0

0

0

0

b) Other -Individuals

0

0

0

0

0

0

0

0

0

c) Bodies Corp.

8947199

0

8947199

74.5550

6913170

0

6913170

74.3287

-0.2263

d) Banks/FI

0

0

0

0

0

0

0

0

0

e) Any other

0

0

0

0

0

0

0

0

0

Sub-total (A)(2)

8947199

0

8947199

74.5550

6913170

0

6913170

74.3287

-0.2263

Total shareholding of Promoter (A)=(A)(1)+(A)(2)

8997199

0

8997199

74.9716

6963170

0

6963170

74.8663

-0.1053

B. Public Shareholding

                 

1. Institutions

                 

a) Mutual Funds

0

0

0

0

0

0

0

0

0

b) Banks/FI

257

327

584

0.0049

79

178

257

0.0028

-0.0021

c) Central Govt

0

0

0

0

3

0

3

0.0000

0

d) State Govt(s)

0

0

0

0

0

0

0

0

0

e) Venture Capital Funds

0

0

0

0

0

0

0

0

0

f) Insurance Companies

0

0

0

0

0

0

0

0

0

g) Flls

0

0

0

0

0

0

0

0

0

h) Foreign Venture Capital Funds

0

0

0

0

0

0

0

0

0

i) Others (specify)

0

0

0

0

0

0

0

0

0

Alternate Investment Funds

0

0

0

0

0

0

0

0

0

Foreign Portfolio Investors

0

0

0

0

0

0

0

0

0

Provident Funds /Pension Funds

0

0

0

0

0

0

0

0

0

Qualified Foreign Investor

0

0

0

0

0

0

0

0

0

Sub-total(B)(1):-

257

327

584

0.0049

82

178

260

0.0028

-0.0021

Category of Shareholders

No. of Shares held at the beginning of the year [As on 1st April 2017]

No. of Shares held at the end of the year [As on 31st March 2018]

% change during the Year

 

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

2. Non-Institutions

                 

a) Bodies Corp.

                 

i) Indian

175435

6189

181624

1.5134

551468

6189

557657

5.9958

4.4824

ii) Overseas

0

0

0

0

0

0

0

0

0

b) Individuals

                 

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

810371

294142

1104513

9.2037

752639

281788

1034427

11.1219

1.9182

ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

1518939

34518

1553457

12.9446

132522

34518

167040

1.7960

-11.1486

c) Others (Specify)

                 

Non Resident Indians

61336

2780

64116

0.5343

490673

2780

493453

5.3055

4.7712

Qualified Foreign Investor

0

0

0

0

0

0

0

0

0

Custodian of Enemy Property

0

0

0

0

0

0

0

0

0

Foreign Nationals

0

0

0

0

0

0

0

0

0

Clearing Members

16606

0

16606

0.1384

2798

0

2798

0.0301

-0.1083

Trusts

1131

0

1131

0.0094

425

0

425

0.0046

-0.0048

Foreign Bodies-D R

0

0

0

0

0

0

0

0

0

Foreign Portfolio Investors

0

0

0

0

0

0

0

0

0

NBFCs registered with RBI

0

0

0

0

0

0

0

0

0

Employee Trusts

0

0

0

0

0

0

0

0

0

Domestic Corporate Unclaimed Shares Account

81574

0

81574

0.6797

81574

0

81574

0.8771

0.1974

Investor Education and Protection Fund Authority

0

0

0

0

0

0

0

0

0

Sub-total(B)(2):-

2665392

337629

3003021

25.0235

2012099

325275

2337374

25.1310

0.1075

Total Public Shareholding (B)=(B)(1)+(B)(2)

2665649

337956

3003605

25.0284

2012181

325453

2337634

25.1338

0.1054

C. Shares held by Custodian for GDRs & ADRs

                 

Grand Total (A+B+C)

11662848

337956

12000804

100.0000

8975351

325453

*9300804

100.00

-

* Change in percentage of shareholding pursuant to extinguishment of 27,00,000 equity shares consequent to buyback of Equity shares.

(ii) Shareholding of Promoters:

Sl No

Shareholder's Name

Shareholding at the beginning of the year [As on 1st April 2017]

Shareholding at the end of the year [As on 31st Mar 2018]

% change in share holding during 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

1

ASHDENE INVESTMENTS LIMITED

2363010

19.6904

0.0000

1836544

19.7461

0.0000

0.0557

2

ISIS ENTERPRISES LIMITED

2113144

17.6084

0.0000

1629303

17.5179

0.0000

-0.0905

3

MAYGROVE INVESTMENTS LIMITED

1260212

10.5011

0.0000

971665

10.4471

0.0000

-0.0540

4

ENEZ INVESTMENTS LIMITED

1102692

9.1885

0.0000

850212

9.1413

0.0000

-0.0472

5

WOODCUTTER LIMITED

1057505

8.8120

0.0000

815371

8.7667

0.0000

-0.0453

6

MARU LIMITED

1050636

8.7547

0.0000

810075

8.7097

0.0000

-0.0450

7

AKHIL KUMAR RUIA

24800

0.2067

0.0000

24800

0.2666

0.0000

0.0599

8

ANKIT GOVIND RUIA

24800

0.2067

0.0000

24800

0.2666

0.0000

0.0599

9

MAULSHREE RUIA

100

0.0008

0.0000

100

0.0011

0.0000

0.0003

10

RAJAT AGARWALLA

100

0.0008

0.0000

100

0.0011

0.0000

0.0003

11

DARSHANA SARAF

100

0.0008

0.0000

100

0.0011

0.0000

0.0003

12

VARTIKA AGARWALLA

100

0.0008

0.0000

100

0.0011

0.0000

0.0003

 

TOTAL

8997199

74.9716

0.0000

6963170

74.8663

0.0000

-0.1053

(Hi) Change in Promoters' shareholding

SI No

Name

Shareholding at the beginning [As on 1st April 2017] end of the year [As on 31st Mar 2018]

Cumulative Shareholding during the year [1st April 2017 to 31st Mar 2018]

   

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

1

WOODCUTTER LIMITED

       

1/4/2017

1057505

8.8120

   

16/03/2018 -Buyback$

-242134

2.6034*

815371

8.7667

31/3/2018

815371

8.7667

815371

8.7667

2

MAYGROVE INVESTMENTS LIMITED

       

1/4/2017

1260212

10.5011

   

16/03/2018 -Buyback$

-288547

3.1024*

971665

10.4471

31/3/2018

971665

10.4471

971665

10.4471

3

ISIS ENTERPRISES LIMITED

       

1/4/2017

2113144

17.6084

   

16/03/2018 -Buyback$

-483841

5.2021*

1629303

17.5179

31/3/2018

1629303

17.5179

1629303

17.5179

4

ENEZ INVESTMENTS LIMITED

       

1/4/2017

1102692

9.1885

   

16/03/2018 - Buyback$

-252480

2.7146*

850212

9.1413

31/3/2018

850212

9.1413

850212

9.1413

5

MARU LIMITED

       

1/4/2017

1050636

8.7547

   

16/03/2018 - Buyback$

-240561

2.5865*

810075

8.7097

31/3/2018

810075

8.7097

810075

8.7097

6

ASHDENE INVESTMENTS LIMITED

       

1/4/2017

2363010

19.6904

   

16/03/2018 - Buyback$

-526466

5.6604*

1836544

19.7461

31/3/2018

1836544

19.7461

1836544

19.7461

7

MAULSHREE RUIA

       

01/04/2017

100

0.0008

   

31/03/2018

100

0.0011*

100

0.0011

8

RAJAT AGARWALLA

       

01/04/2017

100

0.0008

   

31/03/2018

100

0.0011*

100

0.0011

9

DARSHANA SARAF

       

01/04/2017

100

0.0008

   

31/03/2018

100

0.0011*

100

0.0011

10

VARTIKA AGARWALLA

       

01/04/2017

100

0.0008

   

31/03/2018

100

0.0011*

100

0.0011

11

AKHIL KUMAR RUIA

       

01/04/2017

24800

0.2067

   

31/03/2018

24800

0.2666*

24800

0.2666

12

ANKIT GOVIND RUIA

       

01/04/2017

24800

0.2067

   

31/03/2018

24800

0.2666*

24800

0.2666

* Calculated on Paid-up Equity Shares 93,00,804 (Post Buyback) $ As per Benpose provided by Depositories

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

SI No

Name

Shareholding at the beginning [As on 1st April 2017] end of the year [As on 31st Mar 2018]

Cumulative Shareholding during the year [1st April 2017 to 31st Mar 2018]

   

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

1

CHANDMULL BATIA

       
 

1/4/2017

34518

0.2876

   
 

31/3/2018

34518

0.3711**

34518

0.3711"

2

LUXMI TOWNSHIP LIMITED

       
 

1/4/2017

86121

0.7176

   
 

26/05/2017 -Transfer

5609

0.0467

91730

0.7644

 

02/06/2017 -Transfer

5722

0.0477

97452

0.8120

 

09/06/2017 -Transfer

4477

0.0373

101929

0.8494

 

16/06/2017 -Transfer

1393

0.0116

103322

0.8610

 

23/06/2017 -Transfer

933

0.0078

104255

0.8687

 

30/06/2017 -Transfer

1323

0.0110

105578

0.8798

 

28/07/2017 -Transfer

729

0.0061

106307

0.8858

 

18/08/2017 -Transfer

310

0.0026

106617

0.8884

 

25/08/2017 -Transfer

1270

0.0106

107887

0.8990

 

01/09/2017 -Transfer

946

0.0079

108833

0.9069

 

08/09/2017 -Transfer

859

0.0072

109692

0.9140

 

15/09/2017 -Transfer

2974

0.0248

112666

0.9388

 

22/09/2017 -Transfer

4404

0.0367

117070

0.9755

 

30/09/2017 -Transfer

2693

0.0224

119763

0.9980

 

06/10/2017 -Transfer

1003

0.0084

120766

1.0063

 

13/10/2017 -Transfer

397

0.0033

121163

1.0096

 

27/10/2017 -Transfer

1165

0.0097

122328

1.0193

 

03/11/2017 -Transfer

73

0.0006

122401

1.0199

 

09/02/2018 -Transfer

16131

0.1344

138532

1.1544

 

16/02/2018 -Transfer

1178

0.0098

139710

1.1642

 

23/02/2018 -Transfer

4515

0.0376

144225

1.2018

 

02/03/2018 -Transfer

7606

0.0634

151831

1.2652

 

09/03/2018 -Transfer

4784

0.0399

156615

1.3050

 

16/03/2018 -Transfer

6040

0.0649"

162655

1.7488"

 

23/03/2018 -Transfer

2048

0.0220"

164703

1.7708"

 

30/03/2018 -Transfer

11541

0.1241"

176244

1.8949"

 

31/03/2018

176244

1.8949"

176244

1.8949"

3

PUSHPANJALI lINVESTRADE PVT LTD

       
 

01/04/2017

0

0.0000

   
 

01/12/2017 -Transfer

37400

0.3116

37400

0.3116

 

16/03/2018 - Buyback

-16874

0.1814"

20526

0.2207"

 

31/03/2018

20526

0.2207"

20526

0.2207"

4

VINODCHANDRA MANSUKHLAL PAREKH

       
 

01/04/2017

13203

0.1100

   
 

31/03/2018

13203

0.1420**

13203

0.1420**

5

BINDAL BROTHERS PVT LTD*

       
 

01/04/2017

0

0.0000

   
 

10/11/2017 -Transfer

75650

0.6304

75650

0.6304

 

16/03/2018 - Buyback

-34132

0.3670**

41518

0.4464**

 

31/03/2018

41518

0.4464**

41518

0.4464**

6

DHANLUXMI TEXTILES LIMITED *

       
 

01/04/2017

0

0.0000

   
 

10/11/2017 -Transfer

179058

1.4921

179058

1.4921

 

16/03/2018 - Buyback

-80789

0.8686**

98269

1.0566**

 

31/03/2018

98269

1.0566**

98269

1.0566**

7

INDIAN CLEARING CORPORATION LIMITED

       
 

01/04/2017

0

0.0000

   
 

23/02/2018 -Transfer

72250

0.6020

72250

0.6020

 

02/03/2018 -Transfer

169

0.0014

72419

0.6035

 

09/03/2018 -Transfer

102

0.0008

72521

0.6043

 

16/03/2018 - Buyback

-72521

0.7797**

0

0

 

31/03/2018

0

0.0000

0

0.0000

8

KEMEX ENGINEERING PVT LTD*

       
 

01/04/2017

0

0.0000

   
 

10/11/2017 -Transfer

72508

0.6042

72508

0.6042

 

16/03/2018 - Buyback

-32715

0.3517**

39793

0.4278**

 

31/03/2018

39793

0.4278**

39793

0.4278**

9

ARINDAM TRADERS PVT LTD #

       
 

01/04/2017

20500

0.1708

   
 

21/04/2017 -Transfer

-3635

0.0303

16865

0.1405

 

28/04/2017 -Transfer

-2072

0.0173

14793

0.1233

 

05/05/2017 -Transfer

-5551

0.0463

9242

0.0770

 

12/05/2017 -Transfer

-2684

0.0224

6558

0.0546

 

19/05/2017 -Transfer

-4310

0.0359

2248

0.0187

 

26/05/2017 -Transfer

-2248

0.0187

0

0.0000

 

31/03/2018

0

0.0000

0

0.0000

10

BINDAL COMMODITIES (P) LTD*

       
 

01/04/2017

0

0.0000

   
 

10/11/2017 -Transfer

57808

0.4817

57808

0.4817

 

16/03/2018 - Buyback

-26082

0.2804**

31726

0.3411**

 

31/03/2018

31726

0.3411**

31726

0.3411**

11

DANIEL VYAPPAR PRIVATE LIMITED

       
 

01/04/2017

0

0.0000

   
 

10/11/2017 -Transfer

34000

0.2833

34000

0.2833

 

16/03/2018 - Buyback

-15340

0.1649"

18660

0.2006"

 

31/03/2018

18660

0.2006"

18660

0.2006"

12

SUNIL KUMAR GUPTA #

       
 

01/04/2017

18000

0.1500

   
 

26/05/2017 -Transfer

-2000

0.0167

16000

0.1333

 

02/06/2017 -Transfer

-1000

0.0083

15000

0.1250

 

31/03/2018

15000

0.1613"

15000

0.1613"

13

CHANDRIKA VINODCHANDRA PAREKH #

       
 

01/04/2017

28369

0.2364

   
 

31/03/2018

28369

0.3050"

28369

0.3050"

14

VINODCHANDRA MANSUKHLAL PAREKH

       
 

01/04/2017

33093

0.2758

   
 

31/03/2018

33093

0.3558"

33093

0.3558"

15

JAMES WARREN TEA LTD UNCLAIMED SECURITIES SUSPENSE ACCOUNT

       
 

01/04/2017

81574

0.6797

   
 

31/03/2018

81574

0.8771"

81574

0.8771"

16

SUNFAST MERCHANTS PRIVATE LIMITED*

       
 

01/04/2017

0

0.0000

   
 

29/12/2017 -Transfer

72250

0.6020

72250

0.6020

 

23/02/2018 - Transfer for buyback

-72250

0.6020

0

0.0000

 

16/03/2018 -Actual Buyback

-32598

0.3504"

39652

0.4263"

 

31/03/2018

39652

0.4263"

39652

0.4263"

17

CHANDRA KUMAR DHANUKA #

       
 

01/04/2017

1416074

11.7998

   
 

10/11/2017 -Transfer

-453874

3.7820

962200

8.0178

 

01/12/2017 -Transfer

-889950

7.4158

72250

0.6020

 

29/12/2017 -Transfer

-72250

0.6020

0

0.0000

 

31/03/2018

0

0.0000

0

0.0000

18

RUDRA CHATTERJEE

       
 

01/04/2017

6760

0.0563

   
 

07/07/2017 -Transfer

34

0.0003

6794

0.0566

 

14/07/2017 -Transfer

970

0.0081

7764

0.0647

 

21/07/2017 -Transfer

1204

0.0100

8968

0.0747

 

28/07/2017 -Transfer

3348

0.0279

12316

0.1026

 

04/08/2017 -Transfer

921

0.0077

13237

0.1103

 

18/08/2017 -Transfer

1102

0.0092

14339

0.1195

 

02/02/2018 -Transfer

1126

0.0094

15465

0.1289

 

09/02/2018 -Transfer

2286

0.0190

17751

0.1479

 

31/03/2018

17751

0.1909**

17751

0.1909"

19

R N RUBESH#

       
 

01/04/2017

18575

0.1548

   
 

31/03/2018

18575

0.1997**

18575

0.1997"

20

Radhe Shyam Saraf

       
 

01/04/2017

44225

0.3685

   
 

01/12/2017 -Transfer

818550

6.8208

862775

7.1893

 

16/03/2018 - Buyback

-389274

4.1854"

473501

5.0910"

 

31/03/2018

473501

5.0910"

473501

5.0910"

*Not in the list of Top 10 shareholders as on 01/04/2017 The same has been reflected above since the shareholder was one of the Top 10 shareholders as on 31/03/2018.

#Ceased to be in the list of Top 10 shareholders as on 31/03/2018. The same is reflected above since the shareholder was one of the Top 10 shareholders as on 01/04/2017.

**Calculated on Paid-up Equity Share 93,00,804 (Post-buyback) (vj Shareholding of Directors and Key Managerial Personnel:

SI No

Name

Shareholding at the beginning [As on 1st April 2017] end of the year [As on 31st Mar 2018]

Cumulative Shareholding during the year [1st April 2017 to 31st Mar 2018]

   

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

1

ABHIRAM KASTUR SHETH

       

1/4/2017

34

0.0003**

   

31/3/2018

34

0.0004***

34

0.0004***

2

VIKRAM SARAOGI

       

1/4/2017

1

0.0000

   

31/3/2018

1

0.0000

1

0.0000

3

AKHIL KUMAR RUIA

       

1/4/2017

24800

0.2067"

   

31/3/2018

24800

0.2666***

24800

0.2666***

* Directors and KMP holding shares have been considered only. ** Calculated on Paid-up Equity Share 1,20,00,804 (Pre-buyback) ***Calculated on Paid-up Equity Share 93,00,804 (Post-buyback)

V. INDEBTEDNESS

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

       

(Rs. in lakhs)

 

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

       

i) Principal Amount

-

-

-

-

ii) Interest due but not paid

-

-

-

-

iii) Interest accrued but not due

-

-

-

-

Total (i+ii+iii)

-

-

-

-

Change in Indebtedness during the financial year

       

• Addition

-

-

-

-

• Reduction

-

-

-

-

Net Change

-

-

-

-

Indebtedness at the end of the financial year

       

i) Principal Amount

-

-

-

-

ii) Interest due but not paid

-

-

-

-

iii) Interest accrued but not due

-

-

-

-

Total (i+ii+iii)

-

-

-

-

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

       

(Rs. in lakhs)

SI. No.

Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount

Mr. Akhil Kumar Ruia (Wholetime Director)

Mr. Sudeep Kumar Ahluwalia** (Wholetime Director)

Mr. Rakesh Kumar Srivastava* (Wholetime Director)

1

Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

114.00

8.02

0.38

122.40

(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961

57.60

5.61

0.39

63.60

(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 (PF, Gratuity, Funds, LTA, Incentives)

15.08

3.35

0.15

18.58

 

Total (A)

186.68

16.98

0.92

204.58

 

Ceiling as per the Act

10% of the Net Profit of the Company

* Resigned from directorship w.e.f. April 21, 2017. "Appointed as Wholetime Director w.e.f April 21, 2017.

B. Remuneration to other directors:

SI. no.

Particulars of Remuneration

Name of Directors

Total Amount

1

Independent Directors

Mr. Rajendra Kumar Kanodia**

Mr. Arup Kumar Chowdhuri

Mr. Harshvardhan Saraf*

Mr. Abhiram KasturSheth

Mrs. Sucharita Basu De

 
 

Fee for attending board or committee meetings

0.10

0.85

0.25

0.10

0.50

1.80

 

Commission

-

-

-

-

-

-

 

Others, please specify

-

-

-

-

-

-

 

Total (1)

0.10

0.85

0.25

0.10

0.50

1.80

2

Other Non-Executive Directors

Mr. Anil Kumar Ruia

-

-

-

-

-

 

Fee for attending board or committee meetings

0.15

       

0.15

 

Commission

-

-

-

-

-

-

 

Others, please specify

-

-

-

-

-

-

 

Total (2)

0.15

-

-

-

-

0.15

 

Total (B)=(l+2)

         

1.95

 

Total Managerial Remuneration (A+B)

         

206.53

 

Overall Ceiling as per the Act

 
 

- Fee for attending board/committee Meeting

Rs. 1,00,000 per Board/Committee Meeting

 

- Commission

1% of the Net Profit of the Company

* Resigned from directorship w.e.f. February 1, 2018 ** Resigned from directorship w.e.f. September 15, 2017

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

       

(

Rs. in lakhs)

SI. No.

Particulars of Remuneration

Key Managerial Personnel

   

Mr. Vikram Saraogi, CFO

Ms. Surbhi Saha (CS) resigned w.e.f 13.04.2017

Mr. Gyanendra Singh (CS) appointed w.e.f. 09.09.2017

Total

1

Gross salary

       
 

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

9.00

0.09

1.20

10.29

 

(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961

3.35

0.04

0.44

3.83

 

(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 (PF, Gratuity, Funds, LTA, Incentives)

5.50

0.02

0.46

5.98

 

Total

17.85

0.15

2.10

20.10

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. COMPANY

       

Penalty

   

Nil

   

Punishment

Compounding

B. DIRECTORS

       

Penalty

   

Nil

   

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

       

Penalty

   

Nil

   

Punishment

Compounding


Mar 31, 2016

BOARD''S REPORT

Dear Shareholders,

The Directors take pleasure in presenting the Seventh Annual Report together with the Audited Annual Accounts of your Company for the year ended March 31, 2016.

FINANCIAL RESULTS (Rs. in Lakhs)

Particulars

FY 2015-16

FY 2014-15

Gross Turnover

13708.87

13446.70

ii.

Other Income

637.16

321.11

iii.

Total Revenue

14346.03

13767.81

iv.

Expenses other than Finance Cost and Depreciation

13191.85

12384.36

v.

Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA)

1154.18

1383.45

vi.

Finance Cost

1.37

0.14

vii.

Depreciation

340.82

914.54

viii.

Profit before Tax & Exceptional Item

811.99

468.77

ix.

Exceptional Items

2136.89

-

x.

Profit before Taxation (PBT)

2948.88

468.77

xi.

Tax including Deferred Tax

210.26

(38.66)

xii.

Profit after Taxation (PAT)

2738.62

507.43

xiii.

Surplus bought forward from previous year

5610.98

5103.55

xiv.

General Reserve as at the beginning and at the end of the year

3821.70

3821.70

xv.

Total Reserve and Surplus

12171.30

9432.68


OPERATIONS

During the year under review, your Company has achieved a Total Turnover of Rs. 14346.03 lakhs which is 4.20 % higher over the corresponding previous financial year. The EBIDTA of the Company is Rs. 1154.18 lakhs, which is lower by 16.57 % as compared with the previous financial year due to increased expenses in the current financial year. Further, the Company has earned net profit of Rs. 2738.62 lakhs (including exceptional item of Rs. 2136.89 lakhs) in comparison to the net profit of Rs. 507.43 lakhs of the previous financial year. The Company has produced 69,72,008 Kgs of Tea during the financial year as compared to 72,18,441 Kgs of tea in the previous financial year. Despite of the lower production compared to previous year, the Company is able to achieve higher turnover as a result of higher realization in the price of the tea in the current financial year.

OUTLOOK

Your Company has achieved a higher turnover in 2015-16 and is hopeful in maintaining the upward movement and further improvement in the quality of the tea produced at all the Tea Estates of your Company. The consumption of tea has been increasing globally and price would sustain as tea is one of the most popular and lowest cost beverages in the world and consumed by a large number of people. Owing to its increasing demand, tea is considered to be one of the major components of world''s beverage market.

DIVIDEND

The Company would be requiring sizable funds for up gradation/modernization of the existing plants and equipments to improve the quality of production in line with the products available in the global market. In view of the requirement of funds your Board considers it prudent not to recommend any dividend on the Equity Shares of the Company for the financial year 2015-16.

CORPORATE GOVERNANCE

Your Company has practiced sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders'' expectations while continuing to comply with the mandatory provisions and strive to comply non-mandatory requirements of Corporate Governance. Your Company has complied with the requirements of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 hereinafter referred to as "Listing Regulations", as issued by Securities and Exchange Board of India and as amended from time to time. Your Company has given its deliberations to provide all the information in the Board''s Report and the Corporate Governance Report as per the requirements of Companies Act, 2013 and the Listing Regulations, as a matter of prudence and good governance.

A Report on Corporate Governance Practices and the Auditors Certificate on compliance of mandatory requirements thereof is given as Annexure to this report.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

A report on Management Discussion & Analysis is given as annexure to this report.

DEPOSITS

The Company has not accepted any deposit during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the Directors Responsibility Statement as referred to in section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

iii) The Directors have 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;

iv) The Directors have prepared the annual accounts on a going concern basis; and

v) The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PERSONNEL

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

However, in terms of section 136(1) of the Companies Act, 2013 the reports and Accounts are being sent to the members and other as entitled thereto, excluding the Statement of Particulars of the Employees. The said annexure is available for inspection by the members at the Registered Office of the Company during business hours on working days upto the date of the ensuing Annual General Meeting. Any member desirous of obtaining such particulars may write to the Company at its Registered Office, where upon a copy would be sent. The full Annual Report including the aforesaid information is available on the Company''s website.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to conservation of energy, Research & Development, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule8(3) of Companies (Accounts) Rules, 2014 are given in the Annexure - A as attached hereto and forming part of this Report.

All Tea Estates of your Company continue to be the participants of the Ethical Tea Partnership Programme and are FSSC 22000 certified.

COMPANY''S WEBSITE

The website of your Company, www.jameswarrentea.com, displays the Company''s businesses up-front on the home page. The site carries a comprehensive database of information of all the Tea Estates including the Financial Results of your Company, Shareholding pattern, Director''s & Corporate profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per the Listing agreement / regulations has been uploaded.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

i) Appointment and Re-appointment of the Directors:

a) Mrs. Sucharita Basu De (DIN 6921540) was appointed as an Additional Director (Non Executive-Independent Director) of the Company with effect from October 1, 2014 and has been confirmed as an Independent Director of the Company by the Shareholders in the sixth Annual General Meeting of the Company held on September 18, 2015 to hold the office for a consecutive period of five years i.e. upto September 30, 2019 and shall not be liable to retire by rotation pursuant to the applicable provisions of the Companies Act, 2013 & rule made there under and the Listing Regulations.

b) Mr. Rakesh Kumar Srivastava (DIN 07225856) was appointed as the Whole time Director and also designated as the Whole time Key Managerial Personnel(KMP) of the Company, by the Board in its meeting held on July 8, 2015 for a period of 3 years with immediate effect as per the recommendation of Nomination & Remuneration Committee of the Company and thereafter approved by the Shareholders in the sixth Annual General Meeting of the Company held on September 18, 2015, in accordance with the provisions of Sections 196, 197, 198, 203 read with Schedule V and/or any other applicable of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force).

c) Mr. Akhil Kumar Ruia ( DIN 03600526) and Mr. Ankit Govind Ruia ( DIN 05195831) was re-appointed as Whole time Directors of the Company by the Board in its meeting held on May 16, 2015 for a period of 3 (Three) years with effect from July 1, 2015 as per the recommendation of Nomination & Remuneration Committee of the Company and their appointment was approved by the Shareholder in the sixth Annual General Meeting of the Company held on September 18, 2015, in accordance with the provisions of Sections 196, 197, 198, 203 read with Schedule V and/or any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to the approval of the Central Government. Central Government while approving the terms of their appointment has communicated for lower payment of remuneration (compared to the remuneration as applied for) till 30th June, 2016 and has directed to make fresh application to seek approval for payment of remuneration for the remaining period of their terms.

ii) Resignation of the Directors:

During the year under review, Mr. Ajay Kumar Singh, Whole time Director and Mr. Ankit Govind Ruia, Whole time Director of the Company, have resigned from the Board of your Company with effect from June 30, 2015 and March 31, 2016, respectively. The Board places on record, its great appreciation for the guidance and the invaluable services rendered by both of them during their tenure as the Directors of the Company.

iii) Retirement by Rotation:

Pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act, 2013, Mr Akhil Kumar Ruia (DIN 03600526), Whole time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

iv) Appointment of Whole time- Key Managerial Personnel (KMP):

a) Mr. Vikram Saraogi have been appointed as the Chief Financial Officer (designated as the Whole time Key Managerial Personnel) of the Company by the Board in its meeting held on February 12, 2016 with immediate effect, as recommended by the Nomination & Remuneration Committee of the Company, pursuant to the provisions of Section 203 and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force).

b) Ms. Surbhi Shah have been appointed as the Company Secretary (designated as the Whole time Key Managerial Personnel) & Compliance Officer of the Company by the Board in its meeting held on May 28, 2016 with immediate effect, as recommended by the Nomination & Remuneration Committee of the Company, pursuant to the provisions of Section 203 and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force).

v) Resignation of Wholetime- Key Managerial Personnel (KMP):

a) Mr. Deo Kishan Kothari has resigned from the office of Chief Financial Officer of the Company with effect from November 30, 2015.

b) Mr. Vikram Saraogi has vacated the office of Company Secretary and Compliance Officer with effect from February 12, 2016.

None of the Directors of the Company as mentioned in item nos. (i) & (iii) were disqualified as per section 164(2) of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) & 149(6) of the Companies Act, 2013, as applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to section 135 of the Companies Act, 2013 and the relevant Rules, the Board has constituted the CSR Committee presently comprising of Mr. Rakesh Kumar Srivastava, Chairman of the Committee, Mr. Akhil Kumar Ruia, and Mr. Harshvardhan Saraf, as the Members of the Committee. Other details of the Committee is mentioned in the Corporate Governance Report attached as Annexure to this Board''s Report and the CSR activities are mentioned in the ''Annual Report on CSR Activities'' enclosed as Annexure B to this Report.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditors:

The Statutory Auditors M/s Singhi & Company, Chartered Accountants, holds office upto the conclusion of the Annual General Meeting (AGM) to be held for the financial year 2016-17, subject to ratification by the shareholders in every AGM. Accordingly, the Board on recommendation of Audit committee has proposed for ratification of their appointment and continuation in the office of Statutory Auditors of the Company for the financial year 2016-17.

The Notes to Accounts, as referred in the Auditors Report are self-explanatory and hence does not call for any further explanation.

(ii) Cost Auditor:

Pursuant to section 148 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee has re-appointed M/s Debabrota Banerjee& Associates, Cost Accountants, as the Cost Auditors of the Company for the financial year 2016-17. The Company has received consent and confirmation of eligibility for their re-appointment as the Cost Auditors of the Company for the year 2016-17.

(iii) Secretarial Auditor:

The Board has appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary, as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year 2015-16 under the provisions of section 204 of the Companies Act, 2013. The report of the Secretarial Auditor is enclosed as Annexure MR-3 to this Board''s Report, which is self-explanatory and hence do not call for any further explanation.

CODE OF CONDUCT

The Code of Conduct for Directors, KMPs and Senior Executives of the Company is already in force and the same has been placed on the Company''s website: www.jameswarrentea.com.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 1992, your Company has already adopted the Code of Conduct for prevention of Insider Trading and the same is also placed on the Company''s website: www. jameswarrentea.com. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company at their meeting held on May 16, 2015 have approved and adopted the code of practices and procedure for fair disclosure of Unpublished Price Sensitive Information and formulated the code of conduct of the Company.

DISCLOSURES AS PER APPLICABLE ACT AND LISTING REGULATIONS:

i) Related Party Transactions:

All transaction entered with related parties during the f.y. 2015-16 were on arm''s length basis. There have been no materially significant related party transactions with the Company''s Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013 and the Listing Regulations erstwhile Listing Agreement which may have potential conflict of interest with the Company at large. Accordingly, disclosure in Form AOC 2 is attached.

The necessary disclosures regarding the transactions are given in the notes to accounts. The Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the audit committee and Board of Directors were taken wherever required in accordance with the Policy.

ii) Number of Board Meetings:

The Board of Directors met 7 (seven) times in the year 2015-16. The Details of the Board meeting and attendance of the Directors are provided in the Corporate Governance Report, attached as Annexure to this Board''s Report.

iii) Composition of Audit Committee:

The Board has constituted the Audit Committee under the Chairmanship of one of the Independent Director of the Company, Mr. Rajendra Kumar Kanodia. Complete details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Board''s Report.

iv) Extracts of Annual Return:

The details forming part of the extract of the Annual Return as provided under section 92(3) of the Companies Act, 2013 is enclosed as Annexure MGT-9.

v) Risk Analysis:

The Company has in place a mechanism to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management.

vi) Internal Financial Control:

The Company has in place adequate internal financial control as required under section 134(5)(e) of the Act. During the year such controls were tested with reference to financial statements and no reportable material weakness in the formulation or operations were observed.

vii) Loans, Guarantees and Investments:

During the year under review, your Company has invested and deployed its surplus funds in Securities, Bonds, units of Mutual Funds, Fixed deposits, etc. which is within the overall limit of the amount and within the powers of the Board as applicable to the Company in terms of section 179 and 186 of the Companies Act, 2013. The particulars of all such loans, guarantees and investments are entered in the register maintained by the Company for the purpose.

viii) Post Balance Sheet events:

There is no material changes in commitments affecting the financial position of the Company occurred since the end of the financial year 2015-16.

ix) Subsidiaries, Associates or Joint Ventures:

Warren Steels Private Limited having their registered office at S-35A, Arvind Marg, M.I. Road, Jaipur, is an Associate Company of your Company by virtue of equity shareholding.

x) Evaluation of the Board''s Performance:

The Company has already adopted structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgments, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and the same for the Chairman and the Non-Independent Directors were carried out by the Independent Directors in their separate meeting.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

xi) Nomination, Remuneration and Evaluation Policy:

The Company on recommendation of its Nomination & Remuneration Committee has laid down a Nomination, Remuneration and Evaluation Policy, in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and the Listing Regulations. This Policy is formulated to provide a framework and set standards in relation to the followings and details on the same are given in the Corporate Governance Report, attached as Annexure to this Board''s Report:

a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.

b. Remuneration payable to the Directors, KMPs and Senior Management Executives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications, positive attributes and independence of a Director.

xii) Vigil Mechanism (Whistle Blower Policy):

Your Company has formulated a Whistle Blower Policy and employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle blowing in good faith. During the year under review, the Company has not reported any complaints under Vigil Mechanism. Details of establishment of the Vigil Mechanism have been uploaded on the Company''s website: www. jameswarrentea.com and also set out in the Corporate Governance Report attached as Annexure to this Board''s Report.

APPRECIATION

Your Directors take this opportunity to place on record their gratitude to the Central and State Governments, Bankers and Investors for their continuous support, cooperation and their valuable guidance to the Company and for their trust reposed in the Company''s management. The Directors also commend the continuing commitment and dedication of the employees at all levels and the Directors look forward to their continued support in future.

For and on behalf of the Board of Directors

Sd/- Sd/-

Anil Kumar Ruia Rakesh Kumar Srivastava

Place : Kolkata Chairman Wholetime Director

Dated : May 28, 2016 DIN: 00236660 DIN: 07225856


Mar 31, 2015

Dear Shareholders,

The Directors take pleasure in presenting the Sixth Annual Report together with the Audited Annual Accounts of your Company for the year ended March 31, 2015.

Financial Results (Rs/Lakhs)

FY 2014-15 FY 2013-14

i. Gross Turnover 13446.70 14238.28

ii. Other Income 321.11 368.59

iii. Total Revenue 13767.81 14606.87

iv. Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA) 1383.45 3122.93

v. Finance Cost 0.14 10.55

vi. Depreciation 915.54 494.21

vii. Profit before Taxation (PBT) 468.77 2618.17

viii. Tax including Deferred Tax (38.66) 588.97

ix. Profit after Taxation (PAT) 507.43 2029.20

x. Profit brought forward from previous year 5103.55 (1.07)

xi. Surplus in the Statement of Profit & Loss Account 5610.98 5103.55

(pursuant to scheme of arrangement)

xii. Transfer to general reserve (pursuant to scheme of arrangement)3821.70 3821.70

OPERATIONS :

During the year under review, your Company has achieved a Total Turnover of Rs. 13,767.81 lakhs which is 5.74% lower over the corresponding previous financial year Rs. 14,606.87 lakhs. The Company has achieved an absolute EBIDTA of Rs. 1,383.45 lakhs which is lower by 55.70% over the corresponding Rs 3,122.93 lakhs of the previous financial year. The Profit after Tax is Rs. 507.43 lakhs which is 74.99 % lower over the corresponding Rs. 2,029.20 lakhs of the previous financial year. The Company has produced 72,18,441 Kgs of Tea during the financial year as compared to 77,50,729 Kgs of tea in the previous financial year.

OUTLOOK :

Your Company is hopeful in continuing the upward movement in the production and continuous improvement of the quality of the tea produced at all the Tea Estates belonging to your Company. The consumption of tea has been increasing globally and price would sustainas tea is one of the most popular and lowest cost beverages in the world and consumed by a large number of people.Owing to its increasing demand, tea is considered to be one of the major components of world's beverage market. Your Company has adequate financial control with reference to the Financial Statements.

LISTING OF EQUITY SHARES

Your Directors take immense pleasure to announce that your Company got listed for trading in its equity shares with effect from July 25, 2014 with the Bombay Stock Exchange Limited (BSE) and The Calcutta Stock Exchange Limited (CSE).

DIVIDEND

You will appreciate that, since its being early years of operations after the demerger and also keeping in view the additional requirement of funds for business operations, your Directors consider it prudent not to recommend any dividend on the Equity Shares of the Company for the financial year ended 31st March 2015.

CORPORATE GOVERNANCE

Your Company has practiced sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders'expectations while continuing to comply with the mandatory provisions of Corporate Governance.Your Company has complied with the requirements of revised Clause 49 of the Listing Agreement as issued by Securities and Exchange Board of India and as amended from time to time. Your Company has given its deliberations to provide all the information in the Directors Report and the Corporate Governance Report as per the requirements of Companies Act, 2013 and the Listing Agreement entered by the Company with the Stock Exchanges, as a matter of prudence and good governance.

A Report on Corporate Governance Practices and the Auditors Certificate on compliance of mandatory requirements thereof is given as Annexure to this report.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

A report on Management Discussion &Analysis is given as annexure to this report.

DEPOSITS

The Company has not accepted any deposit during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the Directors Responsibility Statement as referred to in section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

iii) The Directors have 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;

iv) The Directors have prepared the annual accounts on a going concern basis; and

v) The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PERSONNEL

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

However, in terms of section 136(1) of the Companies Act, 2013 the reports and Accounts are being sent to the members and other as entitled there to, excluding the Statement of Particulars of the Employees. The said annexure is available for inspection by the members at the Registered Office of the Company during business hours on working days upto the date of the ensuing Annual General Meeting. Any member desirous of obtaining such particulars may write to the Company at its Registered Office, where upon a copy would be sent. The full Annual Report including the aforesaid information is available on the Company's website.

CONSERVATION OF ENERGY, RESEARCH &DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to conservation of energy, Research & Development, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule8(3) of Companies (Accounts) Rules, 2014 are given in the Annexure - A as attached hereto and forming part of this Report.

All Tea Estates of your Company continue to be the participants of the Ethical Tea Partnership Programme. COMPANY'S WEBSITE

The website of your Company, www.jameswarrentea.com, has been designed to present the Company's businesses up-front on the home page. The site carries a comprehensive database of informationof all the Tea Estates including the Financial Results of your Company, Shareholding pattern, Director's & Corporate profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per the Listing agreement has been uploaded.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Appointments:

Mrs. Sucharita Basu De (DIN 6921540) has been appointed as an Additional Director (Non Executive- Independent Director) of the Company with effect from October 1, 2014 pursuant to Section 161 of the Companies Act, 2013 and other applicable provisions of the said Act and as per the requirements of clause 49 of the Listing agreement. She has provided declaration of her independence as per Section 149(6) of the Companies Act, 2013.

Pursuant to the provisions of Section 161 of the Companies Act, 2013 and rules made thereunder, the aforesaid Director would hold the office of Directors upto the date of ensuing Annual General Meeting of the Company unless appointed as a Director of the Company by the Shareholders.Amongst other terms, Mrs. Sucharita Basu De, when confirmed by the Shareholders would no longer be required to retire by rotation in view of Section 149(13) of the Companies Act, 2013 and can hold the office for a consecutive period of five years as per Section 149(10) of the said Act and hence her appointment has been proposed accordingly..

ii) Retirement by Rotation:

Pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act, 2013 Mr Anil Kumar Ruia (DIN 00236660), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

iii) Re-appointment of Wholetime Director:

a) Mr Ajay Kumar Singh (DIN 06748324) was appointed as the a Wholetime Director of the Company on December 27, 2013 with effect from January 1, 2014 and the same was also confirmed by the shareholders in its meeting held on December 30, 2013. His term of appointment is for a period of 18 months and which would expire on June 30, 2015. Pursuant to the provisions of sections 196, 197, 203 read with Schedule V and/or any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr Ajay Kumar Singh has been re-appointed as a Wholetime Director of the Company by the Board in its meeting held on May 16, 2015 for a further period of 3 (three) years with effect from July 1, 2015, at a remuneration and on such terms and conditions as recommended by the Nomination & Remuneration Committee in its meeting held on May 16, 2015, subject to shareholders' approval in the ensuing Annual General meeting of the Company. His re-appointment as a Whole Time Director has been proposed accordingly.

b) Mr. Akhil Kumar Ruia (holding DIN 03600526) and Mr. Ankit Govind Ruia (holding DIN 05195831) have beenre-appointed as Whole-time Directors of the Company for a period of 3 (Three) years with effect from July 1, 2015, subject to approval of shareholders in the ensuing annual general meeting and the Central Government and/or any such other consents, permissions and approvals as may be necessary on such terms and conditions including payment of remuneration, as set out in the Statement annexed to the notice convening this meeting and on such remuneration as recommended by the Remuneration Committee and approved by the Board of Directors, terminating their earlier terms of remuneration.

iv) Appointment of Wholetime- Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 and other applicable provisions of the Companies Act, 2013,the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Rule 8(5)(iii) of Companies (Accounts) Rules, 2014 the Board has appointed the following personnel as the designated Wholetime Key Managerial Personnel of the Company within the meaning of the said section.

a) Mr Ajay Kumar Singh - Wholetime Director.

b) Mr Deo Kishan Kothari - Chief Financial Officer.

c) Mr Vikram Saraogi - Company Secretary & Compliance Officer.

None of the KMPs have resigned during the year 2014-15.

None of the Directors of the Company as mentioned in item nos (i), (ii) & (iii) are disqualified as per section 164(2) of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) & 149(6) of the Companies Act, 2013, as applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to section 135 of the Companies Act, 2013 and the relevant Rules, the Board has constituted the CSR Committee under the Chairmanship of Mr Ajay Kumar Singh. The other members of the CSR Committee are Mr. Akhil Kumar Ruia, Mr. Ankit Govind Ruia and Mr. Harshvardhan Saraf. Other details of the Committee is mentioned in the Corporate Governance Report attached as Annexure to this Board's Report and the CSR activities are mentioned in the 'AnnualReport on CSR Activities' enclosed as Annexure B to this Report.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditor:

The Statutory Auditor M/s Singhi & Company, Chartered Accountants, holds office upto the conclusion of the Annual General Meeting (AGM) to be held for the financial year 2016-17, subject to ratification by the shareholders in every AGM. Accordingly, the Board on recommendation of Audit committee has proposed for ratification of their appointment in the office of Statutory Auditors of the Company for the financial year 2015-16.

The Notes to Accounts, as referred in the Auditors Report are self-explanatory and hence does not call for any further explanation.

(ii) Cost Auditor:

Pursuant to section 148 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee had re-appointed M/s Debabrota Banerjee & Associates, Cost Accountants, as the Cost Auditors of the Company for the financial year 2015-16. The Company has received consent and confirmation of eligibility for their re-appointment as the Cost Auditors of the Company for the year 2015-16.

(iii) Secretarial Auditor:

The Board has appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary, as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year 2014-15 under the provisions of section 204 of the Companies Act, 2013. The report of the Secretarial Auditor is enclosed as Annexure MR-3 to this Board's Report, which is self-explanatory and hence do not call for any further explanation.

CODE OF CONDUCT

The Code of Conduct for Directors, KMPs and Senior Executive of the Company is already in force and the same has been placed on the Company's website: www.jameswarrentea.com.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 1992, your Company has already adopted the Code of Conduct for prevention of Insider Tradingand the same is also placed on the Company's website: www. jameswarrentea.com. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider

Trading) Regulations, 2015, the Board of Directors of the Company at their meeting held on May 16, 2015 have approved and adopted the code of practices and procedure for fair disclosure of Unpublished Price Sensitive Information and formulated the code of conduct of the Company.

DISCLOSURES AS PER APPLICABLE ACTAND LISTING AGREEMENT:

i) Related Party Transactions:

All transaction entered with related parties during the f.y. 2014-15 were on arm's length basis and were in the ordinary course of business and provisions of Section 188(1) are not attracted. There have been no materially significant related party transactions with the Company's Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013 and the listing agreementwhich may have potential conflict of interest with the Company at large. Accordingly, disclosure in Form AOC 2 is attached.

The necessary disclosures regarding the transactions are given in the notes to accounts. The Company has also formulated a policyon dealing with the Related Party Transactions and necessaryapproval of the audit committee and Board of Directors weretaken wherever required in accordance with the Policy.

ii) Number of Board Meetings:

The Board of Directors met 4 (four) times in the year 2014-15. The Details of the Board meeting and attendance of the Directors are provided in the Corporate Governance Report, attached as Annexure to this Board's Report.

iii) Composition of Audit Committee:

The Board has constituted the Audit Committee under the Chairmanship of Mr. Rajendra Kumar Kanodia. Complete details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Board's Report.

iv) Extracts of Annual Return:

The details forming part of the extract of the Annual Return as provided under section 92(3) of the Companies Act, 2013 is enclosed as Annexure MGT-9.

v) Risk Analysis:

The Company has in place a mechanism to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management.

vi) Internal Financial Control :

The Company has in place adequate internal financial control as required under section 134(5)(e) of the Act. During the year such controls were tested with reference to financial statements and no reportable material weakness in the formulation or operations were observed.

vii) Loans, Guarantees and Investments:

During the year under review, your Company has invested and deployed its surplus funds in Securities, Bonds, units of Mutual Funds, Fixed deposits, etc. which is within the overall limit of the amount and within the powers of the Board as applicable to the Company in terms of section 179 and 186 of the Companies Act, 2013. The particulars of all such loans, guarantees and investments are entered in the register maintained by the Company for the purpose.

viii) Post Balance Sheet events:

There is no material changes in commitments affecting the financial position of the Company occurred since the end of the financial year 2014-15.

ix) Subsidiaries, Associates or Joint Ventures:

Your Company does not have any subsidiaries, associates or joint ventures, during the year under review.

x) Evaluation of the Board's Performance:

During the year under review, the Board, in compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, has adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgments, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman andthe Non-Independent Directors were carried out by the Independent Directors in their separate meeting.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Boardand its Committees with the Company.

xi) Nomination, Remuneration and Evaluation Policy:

The Company on recommendation of its Nomination & Remuneration Committee has laid down a Nomination, Remuneration and Evaluation Policy, in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and the Listing Agreement with the stock exchanges (as amended from time to time). This Policy is formulated to provide a framework and set standards in relation to the followings and details on the same are given in the Corporate Governance Report, attached as Annexure to this Board's Report:

a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.

b. Remuneration payable to the Directors, KMPs and Senior Management Executives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications, positive attributes and independence of a Director.

xii) Vigil Mechanism (Whistle Blower Policy):

Your Company has formulated a Whistle Blower Policy and employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle blowing in good faith.

Details of establishment of the Vigil Mechanism have been uploaded on the Company's website: www. jameswarrentea.com and also set out in the Corporate Governance Report attached as Annexure to this Board's Report.

APPRECIATION

Your Directors take this opportunity to place on record their gratitude to the Central and State Governments, Bankers and Investors for their continuous support, cooperation and their valuable guidance to the Company and for their trust reposed in the Company's management. The Directors also commend the continuing commitment and dedication of the employees at all levels and the Directors look forward to their continued support in future.

For and on behalf of the Board of Directors

Akhil Kumar Ruia Arup Kumar Chowdhuri

Place : Kolkata Wholetime Director Director

Dated : 16.05.2015 DIN : 03600526 DIN : 00997826


Mar 31, 2014

Dear Shareholders,

The Directors take pleasure in presenting the Fifth Annual Report together with the Audited Annual Accounts of your Com- pany for the year ended March 31, 2014.

FINANCIAL RESULTS (Rs. /Lakhs) FY 2013-14 FY 2012-13 i. Gross Turnover 14238.28 16.90

ii Other Income 368.59 0.00

iii Total Revenue 14606.87 16.90

iv. Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA) 3122.93 (1.07)

v. Finance Cost 10.55 0.00

vi. Depreciation 94.21 0.00

vii.Profit before Taxation (PBT) 2618.17 (1.07)

viiiTax including Deferred Tax 588.97 0.00

ix. Profit after Taxation (PAT) 2029.20 (1.07)

x. Profit brought forward from previous year (1.07) 0.00

xi. Surplus in the Statement of Profit & Loss Account 5103.55 (1.07) (pursuant to scheme of arrangement)

xii.Transfer to general reserve (pursuant to scheme of 3821.70 0.00 arrangement)

OPERATIONS

The Company has achieved a Total Turnover of Rs. 14606.87 lakhs and a net profit of Rs. 2029.20 lakhs during the financial year in respect of seven demerged Tea Estates in the Company. The Company has produced 77,50,729 Kgs of Tea during the financial year. The rationale behind such improvement in the production is the implementation of requisite measures for improvement in the productivity sector.

OUTLOOK

Your Company is hopeful in continuing the upward movement in the production and improvement of the quality of the tea produced in all the Tea Estates belonging to your Company. The consumption of tea has been increasing globally and price would sustain as tea is one of the most popular and lowest cost beverages in the world and consumed by a large number of people. Owing to its increasing demand, tea is considered to be one of the major components of world''s beverage market.

SCHEME OF ARRANGEMENT

In terms of the recommendations of the Board of Directors and on your due approval, the Company had filed a petition to the Gauhati High Court for approving the Scheme of Arrangement between Warren Tea Limited (WTL), the Company and their respective shareholders under the provisions of section 391 and 394 of the Companies Act, 1956, for demerger of seven Tea Estates (Dhoedaam Tea Estate, Deamoolie Tea Estate, Rajah Alli Tea Estate, Thowra Tea Estate, Tippuk Tea Estate and Balijan-H Tea Estate), situated in the diverse locations of the state of Assam, from WTL into the business operations of the Company.

The Hon''ble Gauhati High Court, vide its order dated December 16, 2013 has approved the said Scheme of Arrangement between Warren Tea Limited, the Company and their respective shareholders for demerger and transfer of the James Warren Tea Division (Demerged Undertaking) of WTL together with the assets and liabilities of WTL relating to the Demerged Undertaking into the Company, w.e.f. April 1, 2011, being the appointed date. Further, pursuant to the filing of the said High Court''s Order by the Company and WTL to the Registrar of Companies (Shillong), the Scheme has become effective from January 9, 2014.

The Board of Directors of the Company is now responsible for the overall operations and supervision of these seven Tea Estates by having their own administrative set up, control and supervision and also to facilitate the tea business more effectively. Your Board of Directors shall enable the smooth operation of the said tea business and set forth the growth and development plans thereof.

LISTING OF SHARES ISSUED PURSUANT TO THE SCHEME

Pursuant to the approval of the Scheme of Arrangement by Hon''ble Gauhati High Court and in terms of the said Scheme, the shareholders of WTL were issued and allotted 1 (one) equity share of Rs. 10/- each in the Company credited as fully paid up for every 1 (one) equity share of Rs. 10/- each held by them in WTL as on the record date i.e. February 13, 2014, as fixed by WTL. The total 1,19,50,804 Equity Shares of face value of Rs. 10/- each fully paid up, issued by the Company to all the existing shareholders of WTL as on record date shall rank pari passu in all respects with the existing equity shares of the Company. The Company has applied for listing to the Stock Exchanges at BSE Limited and the Calcutta Stock Exchange Limited. The Company has also initiated the requisite compliances for Final Listing and trading of the shares in both the Stock Exchanges.

DIVIDEND

In view of the very first year of operations of your Company after the demerger and also keeping in view the additional requirement of funds for business operations, your Directors consider it prudent not to recommend any dividend on the Equity Shares of the Company for the year ended 31st March 2014.

CORPORATE GOVERNANCE

Your Company has complied with the requirements of Clause 49 of the Listing Agreement regarding Corporate Governance. A Report on Corporate Governance Practices and the Auditors Certificate on compliance of mandatory requirements thereof is given as annexure to this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS

A report on Management discussion and analysis is given as annexure to this report.

FIXED DEPOSITS

The Company has not accepted any fixed deposit during the period under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors hereby confirm that :

a) In the preparation of annual accounts, containing financial statements for the year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanations, wherever required.

b) the Board has selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and profit of the Company for the year ended on March 31, 2014.

c) the Board has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting any fraud and other irregularities.

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

PERSONNEL

During the financial year under review, no employee of the Company have drawn remuneration as prescribed in Section 217(2A) of the Companies Act, 1956 or rules made pursuant to the same, hence the particulars of employees pursuant to said provisions are not required to be given.

INFORMATION AS PER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

Information as per Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 related to conservation of energy, Research & Development, technology absorption, foreign exchange earnings and outgo are given in Annexure - ''A'' & ''B'' as attached hereto and forming part of this Report.

All Tea Estates of your Company continue to be the participants of the Ethical Tea Partnership Programme.

DIRECTORS

Mr. Harsh Vardhan Saraf, Mr. Abhiram Kastur Sheth, Mr Arup Kumar Chowdhuri, Mr Rajendra Kumar Kanodia and Mr Raghav Lall were appointed as an Additional Directors (designated as Independent Directors) of the Company with effect from December 27, 2013 pursuant to the Section 260 of the Companies Act, 1956, other applicable provisions of the said Act and the Articles of Association of the Company. Pursuant to the provisions of Section 161 of the Companies Act, 2013 and rules made thereunder, the Directors would hold the office of Directors upto the date of ensuing Annual General Meeting of the Company unless appointed as the Directors of the Company by the Shareholders. Amongst other terms, they were liable to retire by rotation. Since the Independent Directors would no longer be required to retire by rotation in view of Section 149(13) of the Companies Act, 2013 and can hold the office for a consecutive period of five years as per Section 149(10) of the said Act, their appointment has been accordingly proposed.

Mr Ajay Kumar Singh was also appointed as an Additional Director of the Company with effect from December 27, 2013 pursuant to the Section 260 of the Companies Act, 1956, other applicable provisions of the said Act and the Articles of Association of the Company. Pursuant to the provisions of Section 161 of the Companies Act, 2013 and rules made thereunder he would hold the office of Director upto the date of the ensuing Annual General Meeting of the Company unless appointed as the Director of the Company. He was further appointed as a Whole Time Director for a period of 18 (eighteen) months, w.e.f January 1, 2014 as recommended by the Remuneration Committee and approved by the shareholders in the Extra-ordinary General Meeting of the Company held on December 30, 2013.

Mr Gurinder Singh Sodhi, was appointed as the Wholetime Director of the Company, by the Board in its meeting held on October 25, 2013 for a period of 18 (eighteen) months w.e.f December 1, 2013 as recommended by the Remuneration Committee and approved by the Shareholders in the Extra-ordinary General Meeting of the Company held on November 22, 2013.

Mr Akhil Kumar Ruia and Mr Ankit Govind Ruia, were appointed as the Wholetime Directors of the Company, subject to shareholders'' approval in the General Meeting, by the Board in its meeting held on February 24, 2014 for a period of 3 (three) years at a remuneration and on such terms and conditions as recommended by the Remuneration Committee in its meeting held on February 24, 2014. The remuneration payable to both of the Wholetime Directors was revised w.e.f. 1st July, 2014, by the Board in its meeting held on June 24, 2014, as recommended by the Remuneration Committee and subject to the approval of Shareholders in the General Meeting.

Mr. Raghav Lall, Non-Executive Independent Director of the Company and Mr Gurinder Singh Sodhi, Wholetime Director of the Company, have resigned from the Board of your Company with effect from March 31, 2014 and June 24, 2014, respectively. The Board places on record, its great appreciation for the guidance and the invaluable services rendered by both of them during their tenure as the Directors of the Company.

Pursuant to the provisions of Section 152 and other applicable provisions, of the Companies Act, 2013 Mr Ankit Govind Ruia, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

None of the Directors of the Company are disqualified as per section 274(1)(g) of the Companies Act, 1956 and as per section 164(2) of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) & 149(6) of the Companies Act, 2013.

STATUTORY AUDITORS

The Statutory Auditor M/s Singhi & Company, Chartered Accountants, holds office upto the conclusion of the ensuing Annual General Meeting (AGM). They have offered themselves for appointment as the statutory auditors of the Company, to hold office from the conclusion of this AGM until the conclusion of next 3 (three) consecutive AGMs, subject to ratification of such appointment by the members at every AGM held thereafter. Necessary certificate under section 139(1) of the Companies Act, 2013 has been received from the Auditors confirming their eligibility.

AUDITORS'' REPORT

The Notes to Accounts, as referred in the Auditors Report are self explanatory and hence do not call for further explanation.

COST AUDITORS

In terms of order F No. 52/26/CAB-2010 dated 24.01.2012 issued by Ministry of Corporate Affairs, Cost Audit Branch, Government of India, your Directors have proposed Mr Debabrota Banerjee, Cost Accountants, to be appointed as the Cost Auditors of the Company for the year 2014-15, subject to the requisite approvals from the concerned authorities, as may be applicable. Necessary certificate and consent letter from the said Auditor has been obtained, confirming their eligibility.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, your Company has adopted the Code of Conduct for prevention of Insider Trading.

APPRECIATION

Your Directors take this opportunity to place on record their gratitude to the Central and State Governments, Bankers and Investors for their continuous support, cooperation and their valuable guidance to the Company and for their trust reposed in the Company''s management. The Directors also commend the continuing commitment and dedication of the employees at all levels and the Directors look forward to their continued support in future.



For and on behalf of the Board of Directors

Akhil Kumar Ruia Arup Kumar Chowdhuri Director Director Place : Kolkata DIN : 03600526 DIN : 00997826 Dated : June 24, 2014

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