Mar 31, 2015
The Directors have pleasure in presenting 32nd Annual Report of the
Company along with the Audited Statement of Accounts for the year ended
31st March, 2015.
1. FINANCIAL RESULTS
Current Year Previous Year
Rs. in Lacs Rs. in Lacs
Profit/(Loss) before
Interest, Depreciation,
Taxes & Extraordinary Items (120.11) 35.18
Deduction : Interest 24.31 35.72
Depreciation 35.86 30.70
60.17 66.42
Profit /(Loss) before Taxation
& Extraordinary Items (180.28) (31.24)
Extraordinary Items 183.46 -
Less/(Add) : Provision for
Taxation (Net) (30.67) 5.29
Profit/(loss) after Taxation 33.85 (36.53)
ADD : Transferred from General
Reserve - 35.00
Less : Depreciation adjusted as
per revised calculation 4.75 -
Add : Surplus brought from
previous year 3.17 4.70
Balance Carried to Balance Sheet 32.27 3.17
2. PERFORMANCE HIGHLIGHT
Your company produced 8.23 lac kgs. of tea for the year under review as
against 8.45 lacs kgs. in the previous year and achieved a net turnover
of Rs. 975.98 lacs by selling 7.74 lac Kgs. of tea as compared to Rs.
1073.31 lacs by selling 8.76 lac Kgs. of tea in the previous year. The
operation of the Company during the year under review has resulted in a
loss of Rs. 120.11 lacs before Interest, Depreciation, Taxes &
Extraordinary Items in comparison to profit of Rs. 35.18 lacs in the
previous year. After adjustment of profit from sale of land your
company earned a net profit of Rs.33.85 lacs during the year as against
loss of Rs.36.53 lacs in the previous year.
3. DIVIDEND
In absence of operational profit ,Your Directors do not recommend any
Dividend for the year ended 31st March, 2015.
4. MODERNIZATION & EXPANSION
The uprooting and replanting programme is being carried out in a phased
manner. Your Company has spent Rs.27.44 lacs on extension &
re-plantation and Rs.8.79 lacs on plant & machineries and Rs.21.87 lacs
on vehicles during the year under review.
5. FUTURE PROSPECT
The current season has started with extreme dry and unfavourable
climatic condition causing huge crop loss in the early part of the
season. The average price realisation till date is also lower than
previous season due to lower domestic and export requirement. There has
been steep rise in wages and other cost of inputs which will increase
cost of production extensively and will have adverse impact on smooth
runing of the tea estate. Your company is making all efforts to control
cost and show improved results.
6. SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees
e. SHARES WITH DIFFERENTIAL RIGHTS
No equity shares with differential rights were issued during the year
under review.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND
During the year under review the Company was not required to transfer
any amount to Investors Education and Protection fund under Section
125(2) of the Companies Act, 2013.
8. CORPORATE GOVERNANCE
As the paid-up Share Capital of the Company is less than Rs. 10 Crores
and its Reserves are less than Rs. 25 crore, Clause 49A of Corporate
Governance is not applicable to your Company. However, adequate steps
have been taken for better corporate governance.
9. CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to adopt Corporate Social Responsibility
Policy and to incur expenditure on it.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has not entered into any contract or arrangement with
related parties referred in the section(1) of section 188 of the
Companies Act 2013 during the year under review.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
The Company has not made any loans or investments or given guarantees
under section 186 of the Companies Act , 2013 during the year under
review and hence the said provisions is not applicable.
12. EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return in Form No. MGT Â 9 is furnished in
Annexure Â1 and is attached to this Report.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. Sarita Lohia (DIN 00436091) was appointed as Additional Director
on 27th March, 2015.Pursuant to section 160 of the Companies Act, 2013
she holds her office till the date of the forthcoming Annual General
Meeting.
Mr. Nirmit Lohia (DIN:03591937) retires at the ensuing Annual General
Meeting but being eligible offers himself for reappointment.
At the Board Meeting held on 14th Feb, 2015 Mr. Susanta Kumar
Chatterjee (DIN 03115406) and Mr. Anil Choudhury (DIN 00439533) were
designated as Independent Directors. Pursuant to section 149 of the
Act,subject to the approval of the share holders at the forthcoming
Annual General Meeting. Necessary declaration under section 149(6) of
the Act, has been obtained from them that they fulfill the criteria to
be appointed as Independent Director.
At the Board Meeting held on14th Feb, 2015 Mr. Ramesh Kumar Hirawat was
appointed as President cum Chief Financial Officer (CFO) of the
Company.
14 . BOARD EVALUATION:
Pursuant to the provisions of Companies Act, 2013 and Listing
Agreements, the Board has carried out an evaluation of its own
performance, the directors individually as well as the evaluation of
the working of its Audit Committee and Nomination and Remuneration
Committee.
During the year, the Board adopted a formal mechanism for evaluating
its performance and as well as that of its Committees and individual
Directors. 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, attendance of the
meetings, governance issues etc. Separate exercise was carried out to
evaluate the performance of individual Directors who were evaluated on
parameters such as attendance, contribution at the meetings and
otherwise, independent judgment, safeguarding of minority shareholders
interest etc.
The evaluation of the Independent Directors was carried out by the
entire Board and that of the Non-Independent Directors were carried out
by the Independent Directors.
The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Board and its Committees with
the Company.
15. NOMINATION AND REMUNERATION POLICY:
The Board of Directors of the Company at their meeting held on 14th
February, 2015 constituted a Nomination and Remuneration Committee of
Directors mainly for the purposes of recommending the Company's policy
on remuneration package for the Managing/Executive Directors, reviewing
the structure, design and implementation of remuneration policy in
respect of Key Management Personnel. No meeting of the Nomination and
Remuneration Committee was held during the year. The composition of the
Nomination and Remuneration Committee is as follows:-
Name of the Committee
Members Nature of Directorship Membership
Mr. S.K.Chatterjee Non Executive Independent Director Chairman
Mr. Anil Chowdhuty Non Executive Independent Director Member
Mr. Nirmit Lohia Non Executive Director Member
16. AUDIT COMMITTEE:
Audit Committee was constituted on 14th Feb,2015 comprising Mr.
S.K.Chatterjee Independent Director as Chairman, Mr. Anil Choudhury
Independent Director and Mr. Nirmit Lohia NonExecutive Director as
other members.All the recommendations made by the Audit Committee were
accepted by the Board.
17. MEETINGS:
The details of the Board Meeting and General Meeting are given in
Annexure '2'.
18. 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 required details are provided in Annexure '3' annexed to this
Report.
19. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
There is no employee drawing remuneration in excess of the limits
prescribed under Rule 5(2) of The Companies (Appointment) Rules, 2014.
20. DIRECTORS RESPONSIBILITY STATEMENT
In terms of section 134(5) of the Companies Act 2013, with respect to
Directors Responsibility Statement, it is hereby confirmed that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had 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;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively;
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
21. CODE OF CONDUCT
The Company has a Code of Conduct which is applicable to directors and
management personnel of the Company. The Company believes in conducting
business in accordance with the highest standards of business ethics
and complying with applicable laws, rules and regulations.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the directors and management personnel in
their business dealings and in particular on matters relating integrity
in the work place, in business practices and complying with applicable
laws etc.
All the directors and management personnel have submitted declaration
confirming compliance with the code.
22. RISK MANAGEMENT POLICY:
Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of
Directors of the Company has adopted a Risk management Policy of the
Company. The Company manages, monitors and reports on the principal
risks and uncertainties that can impact its ability to achieve its
strategic objectives.
The Company has introduced several improvements to Integrated
Enterprise Risk Management, Internal Controls Management and Assurance
Frameworks and processes to drive a common integrated view of risks,
optimal risk mitigation responses and efficient management of internal
control and assurance activities. This integration is enabled by all
three being fully aligned across Group wide Risk Management, Internal
Control and Internal Audit methodologies and processes.
23. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company promotes ethical behaviour in all its business activities
and has put in place a mechanism for reporting illegal or unethical
behaviour. The Company has a Vigil mechanism and Whistle blower policy
under which the employees are free to report violations of applicable
laws and regulations and the Code of Conduct. The reportable matters
may be disclosed to the Ethics and Compliance Task Force which operates
under the supervision of the Audit Committee. Employees may also
report to the Chairman of the Audit Committee. During the year under
review, no employee was denied access to the Audit Committee.
24. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. All the Board of Directors and designated
employees have confirmed compliance with the Code.
25. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
was observed.
During the year the company appointed M/s Sanjeev Agarwal &
Associates,Chartered Accountants, Kolkata as an Internal Auditor. The
firm is authorized to by the Audit Committee to access the adequacy and
compliance of internal control process, statutory requirements etc. The
Audit Committee met regularly to review reports submitted by the
Internal Auditor. The Audit Committee upon discussion with Internal
Auditor set up applicable control measures for the Company.
26. SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operations in future.
27. MATERIAL CHANGES
There are no material changes and commitments affecting the financial
position of the company have accured between the date of financial year
of the Company and date of the report. There is no change in the nature
of business of the Company.
28. STATUTORY AUDITORS
M/s. Das & Prasad, Chartered Accountants, ( Firm Registration No.
0303054E) Statutory Auditors of the Company, hold office till the
conclusion of the ensuing Annual General Meeting and are eligible for
re-appointment. They have confirmed their eligibility to the effect
that their re-appointment, if made, would be within the prescribed
limits under the Act and that they are not disqualified for
re-appointment. The Notes on financial statement referred to in the
Auditors' Report are self- explanatory and do not call for any further
comments.
29. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY
The Company has no Subsidiary, Associate or Joint Venture Company.
30. SECRETARIAL AUDIT
The Company has appointed Mr. Babu Lal Patni (FCS 2304), a Practicing
Company Secretary to conduct secretarial audit pursuant to section 204
of the Companies Act, 2013. Their report in form MR3 is attached to
this report as annexure '4' As regards his observation made in the
secretarial Audit we are to state that the necessary steps are being
taken to comply with the requirements.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, Foreign Exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is furnished in Annexure '5' and
is attached to this report.
32. DEPOSITS
During the year under review, your Company did not accept any deposits
within the meaning of section 73 of the Companies Act, 2013, read with
the Companies (Acceptance of Deposits) Rules, 2014.
33. SOCIAL OBLIGATION
Your Company has taken up and is constantly in touch with the various
socio-economic projects for uplifting standards of living of the people
in and around its estate where it operates.
34. LISTING ARRANGEMENTS
The Equity Shares of the Company are continued to be listed on the
Stock Exchange, Mumbai (BSE). The Annual Listing Fees of BSE have been
paid up to the date.
35. GENERAL
Your Director further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
36. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers,
business associates, consultants and various Government Authorities for
their continued support extended to your Companies activities during
the year under review. Your Directors also acknowledge gratefully the
shareholder for their support and confidence reposed on your Company
Registered Office :
Sir R. N. M. House
3-B, Lal Bazar Street By Order of the Board
Kolkata - 700 001 NIRMAL KUMAR LOHIA
Dated, the 30th May,2015 Chairman-Cum-Managing Director
Mar 31, 2014
THE MEMBERS
The Directors have pleasure in presenting Thirty First Annual Report
of the Company along with the Audited Statement of Accounts for the
year ended 31st March, 2014.
FINANCIAL RESULTS Current Year Previous Year
Rs. in Lacs Rs. in Lacs
Profit/(Loss) before Interest,
Depreciations. Taxes 35.18 62.68
Deduction : Interest 35.72 32.08
Depreciation 30.70 29.00
66.42 61.08
Profit/(Loss) before Taxation (31.24) 1.60
Less/(Add): Provision for Taxation (Net) 5.29 0.92
Profit/(Loss) after Taxation (36.53) 0.68
Add: Transferred from General Reserve 35.00 Â
Add : Surplus brought from previous year 4.70 4.02
Balance Carried to Balance Sheet 3.17 4.70
PERFORMANCE HIGHLIGHT
Your company produced 8.45 lac kgs. of tea for the year under review as
against 9.07 lacs kgs. in the previous year and achieved a net turnover
of Rs. 1073.31 lacs by selling 8.76 lac kgs. of tea as compared to Rs.
1144.91 lacs by selling 8.93 lac kgs. of tea in the previous year. The
operation of the Company during the year under review has resulted in a
profit of Rs. 35.18 lacs before Interest, Depreciation and Taxes in
comparison to profit of Rs. 62.68 lacs in the previous year. Thus your
company incurred a net loss of Rs. 36.53 lacs during the year as
against profit of Rs. 0.68 lacs in the previous year.
DIVIDEND
In view of loss incurred, your Directors do not recommend any Dividend
for the year ended 31 st March, 2014.
MODERNISATION & EXPANSION
The uprooting and replanting programme is being carried out in a phased
manner. Your Company has spent Rs. 23.14 lacs on extension &
replantation and Rs. 2.11 lacs on plant & machineries and Rs. 10.68
lacs on vehicles including Tankers and trailors during the year under
review.
FUTURE PROSPECT
The current season started with extreme dry weather condition causing
huge loss of crop in the early part of the season. However, the season
augurs well for tea prices particularly for better quality teas. The
cost of production is going up with increase in wages & cost of other
inputs. So the quality needs to be improved continuously to fetch
better prices to compensate the increasing cost of production. Your
company is trying its level best to show improved results.
CORPORATE GOVERNANCE
As the paid-up Share Capital of the Company being less than Rs. 3
Crores, SEBI''s Corporate Goverance Code is not applicable to your
Company. However, adequate steps have been taken for better corporate
goverance.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responbility Statement, it is
hereby confirmed that:
1) in the preparation of annual accounts, the applicable accounting
standards have been followed;
2) the Directors have 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 31 st March, 2014;
3) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4) the Directors have prepared the annual accounts of the Company on a
going concern basis.
PERSONNEL
The Company greatly values, and has constantly endeavored to maintain
excellent relationship with its employees.
None of the employees of the Company received remuneration exceeding
the limit pursuant to Section 217(2A) of the Companies Act, 1956 and
the rules made thereunder.
SOCIAL OBLIGATION
Your Company has taken up and is constantly in touch with the various
socio-economic projects for uplifting standards of living of the people
in and around its estate where it operates.
DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY ETC.
Necessary information required by the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 for
conservation of energy, technology absorption and foreign exchange
earnings and outgo are enumerated in annexure to this report.
DIRECTORATE
In accordance with the requirements of the Companies Act, 1956 Mr. S.
K. Dabriwala and Mr. Nirmit Lohia retire by rotation and being
eligible, offers himself for re-appointment.
AUDITORS''REPORT
The observations made by the Auditors in their report are
self-explanatory and therefore, do not call for any further
explanations u/s. 217(3)oftheCompaniesAct, 1956.
AUDITORS
- The Auditors M/s. Das & Prasad, Chartered Accountants, retire at this
meeting and being eligible, have expressed their willingness to be
re-appointed.
SECRETARIAL COMPLIANCE CERTIFICATE
Pursuant to the provisio to Section 383A(1) of the Companies Act, 1956
the Company has obtained Compliance Certificate for the year ended 31
st March, 2014 from a Company Secretary in whole time practice. A copy
of the said Certificate is annexed with this report.
LISTING ARRANGEMENTS
The Equity Shares of the Company are listed on the Stock Exchange,
Mumbai (BSE). The Annual Listing Fees of BSE have been paid upto the
date.
Registered Office : By Order of the Board
Sir R. N. M. House NIRMAL KUMAR LOHIA
3-B,Lal Bazar Street Chairman-cum-Managing Director
Kolkata - 700 001 NIRMIT LOHIA
Dated, the 30th May, 2014 Director
Mar 31, 2013
TO THE MEMBERS
The Directors have pleasure in presenting Thirtieth Annual Report of
the Company along with the Audited Statement of Accounts for the
yearended 31st March, 2013.
FINANCIAL RESULTS
Current Year Previous Year
Rs. in Lacs Rs. in Lacs
Profit/(Loss) before
Interest, Depreciation & Taxes 62.68 (18.28)
Deduction : Interest 32.08 30.45
Depreciation 29.00 26.61
61.08 57.06
Profit/(Loss) before Taxation 1.60 (75.34)
Less: Provision for Taxation (Net) 0.92 (4.62)
Profit/(Loss) after Taxation 0.68 (70.72)
Add: Transferred from General Reserve 20.00
Add: Surplus broughtfrom previous year 4.02 54.74
Balance Carried to Balance Sheet 4.70 4.02
PERFORMANCE HIGHLIGHT
Your company produced 9.07 lac kgs. of tea for the year under review as
against 7.80 lacs kgs. in the previous year and achieved a
netturnoverof Rs. 1144.91 lacs by selling 8.93 lac Kgs. of tea as
compared to Rs. 772.87 lacs by selling 7.63 lac Kgs. of tea in the
previous year. The operation of the Company during the year under
review has resulted in a profit of Rs. 62.68 lacs before Interest,
Depreciation and Taxes in comparison to loss of Rs. 18.28 lacs in the
previous year. Thus your company achieved a net profit of Rs.0.68 lacs
during the year as against loss of Rs.70.72 lacs in the previous year.
DIVIDEND
Your Directors do not recommend any Dividend for the year ended 31 st
March, 2013.
MODERNISATION & EXPANSION
The uprooting and replanting programme is being carried out in a phased
manner. Your Company has spent Rs. 31.29 lacs on extension &
replantation and Rs. 21.28 lacs on building, plant & machineries and
Rs. 6.06 lacs on vehicles during the year under review.
FUTURE PROSPECT
The current season started with a droughty condition but at present
reasonable rainfall has been received. The prices of tea have been
sluggish due to large carryover stock as well lesser export demand. The
increase in wage rate and inputs like H.S.D. Oil, pesticides, fuel
costs etc. will hit the bottom line. However, your Company will try its
level best to offset the increase in cost by better price realization
and is hopeful of improved results in the current year.
CORPORATE GOVERNANCE
As the paid-up Share Capital of the Company being less than Rs. 3
Crores, SEBI''s Corporate Governance Code is not applicable to your
Company. However, adequate steps have been taken for better corporate
governance.
DIRECTORS''RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
1) in the preparation of annual accounts, the applicable accounting
standards have been followed;
2) the Directors have 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 31 st March 2013;
3) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4) the Directors have prepared the annual accounts of the Company on a
going concern basis.
PERSONNEL
The Company greatly values, and has constantly endevoured to maintain
excellent relationship with its employees.
None of the employees of the Company received remuneration exceeding
the limit pursuant to Section 217(2A) of the Companies Act, 1956 and
the rules made thereunder.
SOCIAL OBLIGATION
Your Company has taken up and is constantly in touch with the various
socio-economic projects for uplifting standards of living of the people
in and around its estate where it operates.
DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY ETC.
Necessary information required by the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 for
conservation of energy, technology absorption and foreign exchange
earnings and outgo are enumerated in annexure to this report.
DIRECTORATE
In accordance with the requirements of the Companies Act, 1956, Mr.
Anil Choudhury retires by rotation and being eligible, offers himself
for re-appointment.
AUDITORS* REPORT
The observations made by the Auditors in their report are
self-explanatory and therefore, do not call for any further
explanations u/s. 217(3) of the Companies Act, 1956.
AUDITORS
The Auditors M/s. Das & Prasad, Chartered Accountants, retire at this
meeting and being eligible, have expressed their willingness to be
re-appointed.
SECRETARIAL COMPLIANCE CERTIFICATE
Pursuant to the proviso to Section 383A(1) of the Companies Act, 1956,
the Company has obtained Compliance Certificate for the year ended 31
st March, 2013 from a Company Secretary in whole time practice. A copy
of the said Certificate is annexed with this report.
LISTING ARRANGEMENTS
The Equity Shares of the Company are listed on the Stock Exchange,
Mumbai (BSE). The Annual Listing Fees of BSE have been paid upto the
date.
Registered Office:
SirR.N.M. House
3-B, Lai Bazar Street By Order of the Board
Kolkata-700001 NIRMAL KUMAR LOHIA
Dated, the 30th May, 2013 Chairman-cum-Managing Director
Mar 31, 2012
TO THE MEMBERS
The Directors have pleasure in presenting Twenty-Ninth Annual Report
of the Company along with the Audited Statement of Accounts for the
year ended 31st March, 2012.
FINANCIAL RESULTS Current Year Previous Year
Rs. in Lacs Rs. in Lacs
Profit/(Loss) before Interest,
Depreciation & Taxes (18.28) 21.22
Deduction : Interest 30.45 21.05
Depreciation 26.61 25.14
57.06 46.19
Profit/(Loss) before Taxation (75.34) (24.97)
Add: Provision for Taxation (Net) 4.62 (0.96)
Profit/(Loss) after Taxation (70.72) (25.93)
Add: Transferred from General Reserve 20.00 -
Add : Surplus brought from previous year 54.74 80.67
Balance Carried to Balance Sheet 4.02 54.74
PERFORMANCE HIGHLIGHT
Your company produced 7.80 lac kgs. of tea for the year under review as
against 7.50 lac kgs. in the previous year and achieved a net turnover
of Rs. 772.87 lacs by selling 7.63 lac Kgs. of tea as compared to Rs.
801.78 lacs by selling 8.27 lac Kgs. of tea in the previous year. The
operation of the Company during the year under review has resulted in a
loss of Rs. 18.28 lacs before Interest, Depreciation and Taxes in
comparison to profit of Rs. 21.22 lacs in the previous year. Therefore,
your company incurred a net loss of Rs. 70.72 lacs during the year as
against loss of Rs. 25.93 lacs in the previous year. There has been an
increase of approx 30% in salary, wages and social costs in addition to
steep rise in costs of other input during the year under review. The
Tirap Colliery adjacent to our tea estate has intensified open cast
mining in a big way, which is causing harm to our plantation, as
Sulphur mixed water enters our garden through many areas. Therefore, a
lot of protection work has to be done every year to save our
plantation.
DIVIDEND
In view of the loss incurred, your Directors do not recommend any
Dividend for the year ended 31 st March, 2012.
MODERNISATION & EXPANSION
The uprooting and replanting programme is being carried out in a phased
manner. Your Company has spent Rs.22.50 lacs on replantation and Rs.
8.11 Lacs on plant & machinery in the year under review.
FUTUREPROSPECT
The Indian Tea Industry is heading for a major decline in production
this year, having lost significant crop in the first six months. As per
latest datas available, tea crop is down by about 20 million kg. upto
31st July'' 2012. Unless there is a dramatic recovery in remaining part
of the season, it will be difficult to maintain last years level.
Though the realizations have gone up, but at the same time, labour
wages & cost of other inputs have also gone up alarmingly. Your company
is trying hard to overcome these stringencies and is hopeful of
improved performance in the current year.
CORPORATE GOVERNANCE
As the paid-up Share Capital of the Company being less than Rs. 3
Crores, SEBI''s Corporate Governance Code is not applicable to your
Company. However, adequate steps have been taken for better corporate
governance.
DIRECTORS''RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
1) in the preparation of annual accounts, the applicable accounting
standards have been followed;
2) the Directors have 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 31,2012;
3) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4) the Directors have prepared the annual accounts of the Company on a
going concern basis.
PERSONNEL
The Company greatly values, and has constantly endeavoured to maintain
excellent relationship with its employees.
None of the employees of the Company received remuneration exceeding
the limit pursuant to Section 217(2A) of the Companies Act, 1956 and
the rules made thereunder.
SOCIAL OBLIGATION
Your Company has taken up and is constantly in touch with the various
socio-economic projects for uplifting standards of living of the people
in and around its estate where it operates.
DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY ETC.
Necessary information required by the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 for
conservation of energy, technology absorption and foreign exchange
earnings and outgo are enumerated in annexure to this report.
DIRECTORATE
In accordance with the requirements of the Companies Act, 1956 Mr. S.
K. Chatterjee retires by rotation and being eligible, offers himself
for re-appointment.
AUDITORS'' REPORT
The observations made by the Auditors in their report are
self-explanatory and therefore, do not call for any further
explanations u/s. 217(3) of the Companies Act, 1956.
AUDITORS
The Auditors M/s. Das & Prasad, Chartered Accountants, retire at this
meeting and being eligible, have expressed their willingness to be
re-appointed.
SECRETARIAL COMPLIANCE CERTIFICATE
Pursuant to the proviso to Section 383A(1) of the Companies Act, 1956
the Company has obtained Compliance Certificate for the year ended 31
st March, 2012 from a Company Secretary in whole time practice. A copy
of the said Certificate is annexed with this report.
LISTING ARRANGEMENTS
The Equity Shares of the Company are listed on the Stock Exchange,
Mumbai (BSE). The Annual Listing Fees of BSE have been paid upto the
date.
Registered Office:
SirR. N. M. House
3-B, Lai Bazar Street By Order of the Board
Kolkata - 700 001 NIRMAL KUMAR LOHIA
Dated, the 30th May, 2012 Chairman-cum-Managing Director
Mar 31, 2010
The Directors have pleasure in presenting Twenty-Seventh Annual Report
of the Company along with the Audited Statement of Accounts for the
year ended 31st March, 2010.
FINANCIAL RESULTS Current Year Previous Year
Rs. in Lacs Rs. in Lacs
Profit before Interest, Depreciation
& Taxes 99.56 54.82
Deduction : Interest 16.47 16.64
Depreciation 28.38 24.56
44.85 41.20
Profit before Taxation 54.71 13.62
Add: Provision for Taxation (Net) (12.70) 5.72
Profit after Taxation 42.01 19.34
Add: Surplus brought from previous year 98.79 79.45
Amount available for appropriation 140.80 98.79
APPROPRIATION
Transferred to General Reserve 40.00 -
Dividend Proposed & Tax thereon 20.14 -
Balance Carried Forward 80.66 98.79
140.80 98.79
PERFORMANCE HIGHLIGHT
Your company produced 10.28 lac kgs. of tea for the year under review
as against 9.85 lacs kgs. in the previous year and achieved a net
turnover of Rs. 976.85 lacs by selling 9.83 lacs Kgs. of tea as
compared to Rs. 827.27 lacs by selling 9.22 lacs Kgs. of tea in the
previous year. The operation of the Company during the year under
review has resulted in a profit of Rs. 99.56 lacs before Interest,
Depreciation and Taxes in comparison to Rs. 54.82 lacs in the previous
year. Your company achieved a net profit of Rs. 42.01 lacs as against
net profit of Rs. 19.34 lacs in the previous year.
The industry is highly labour intensive and is subject to stringent
labour laws. There has been an increase of approx. 15% in salary, wages
and social cost in addition to rise in other input costs during the
year under review. Shortage of labour during peak season is a cause of
concern.
Your company has received notifications during the year from the
Government to surrender 126 bighas of prime planted land as they are
constructing a by-pass road on NH-38 passing through our garden to
shorten the distance between Tinsukia andArunachal border. This by-pass
is of national importance in order to protect our country from
neighbouring countries. After various correspondence and persuasion,
they allowed us some time to take necessary measures for safeguarding
our garden. Accordingly, your company took necessary steps for land
preservation, realignment of internal garden roads & pathways,
relocation of existing drain outlets, shifting of electrical
installations, main boundary fencing etc.
The Tirap Colliery adjacent to our tea estate has also intensified open
cast mining in a big way and they dump the overburden on roads adjacent
to our garden boundary and the entire area gets slippery and full of
mud. Water mixed with sulphur content is entering into garden through
many areas for which lot of protection work has to be done to save our
plantation.
DIVIDEND
Your Directors are pleased to recommend a dividend of 20% on the Equity
Share Capital of the company for approval of members at the
forthcomingAnnual General Meeting.
MODERNISATION & EXPANSION
Your Company has continued its policy of uprooting and replanting along
with infilling programmes in a phased manner in order to increase the
yield of the Tea Estate. Your Company Replanted and Rejuvenated 21.40
Hects. of Land and uprooted 11.77 Hects. of Land which will make
valuable addition to crop in forthcoming years. Further, your company
has invested Rs.52.90 lacs for Modernization of the factory and Rs.
10.80 Lacs for procurement of Garden Vehicles.
FUTURE PROSPECT
There has been noticeable change in the climatic conditions with
erratic rainfall distribution. These are possibly the result of global
warming and would play an important role in tea cultivation, the effect
of which is being seen with erratic weather conditions and severe
infestation of Helopeltis affecting the tea crop adversely in the
current year.
The demand scenario is also not very encouraging due to huge stock of
plainer varieties tea lying with whole-sellers and agents. However,
there is good demand for quality tea Your company is making all efforts
to produce good quality tea in order to fetch better realisation. We
are hopeful that we will be able to show better results in the current
year.
CORPORATE GOVERNANCE
As the paid-up Share Capital of the Company being less than Rs. 3
Crores, SEBIs Corporate Governance Code is not applicable to your
Company. However, adequate steps have been taken for better corporate
governance.
DIRECTORSRESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA)ofthe Companies Act,
1956, with respect to Directors" Responsibility Statement, it is hereby
confirmed that
1) in the preparation of annual accounts, the applicable accounting
standards have been followed:
2) the Directors have 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 31,2010;
3) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4) the Directors have prepared the annual accounts of the Company on a
going concern basis.
PERSONNEL
The Company greatly values, and has constantly endeavoured to maintain
excellent relationship with its employees.
None of the employees of the Company received remuneration exceeding
the limit pursuant to Section 217(2A) of the Companies Act, 1956 and
the rules made thereunder.
SOCIAL OBLIGATION
Your Company has taken up and is constantly in touch with the various
socio-economic projects for uplifting standards of living of the people
in and around its estate where it operates.
DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY ETC.
Necessary information required by the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 for
conservation of energy, technology absorption and foreign exchange
earnings and outgo are enumerated in annexure to this report.
DIRECTORATE
Mr. Susanta Kumar Chatterjee was appointed as an Additional Director of
the Company with effect from 29th May, 2010. Approval of the members is
sought vide requisite resolution in the accompanying Notice dated 17th
July, 2010, convening the Annual General Meeting. The Directors
recommend the resolution for approval by the members.
In accordance with the requirements of the Companies Act, 1956 Mr. Anil
Choudhury retires by rotation and being eligible, offers himself for
re-appointment.
Mr. Nirmal Kumar Lohias tenure of appointment as Chairman-cum-Managing
Director expires on 31st August, 2010. He has been reappointed for a
period of 5 years w.e.f. 1 st September, 2010, subject to the approval
of the members in the ensuring Annual General Meeting in his existing
capacity as Chairman-cum-Managing Director on the terms and conditions
as set out in the Notice of the Annual General Meeting. The attention
of the members is invited to the relevant item in the Notice of the
meeting and the Explanatory Statement thereto.
AUDITORSREPORT
The observations made by the Auditors in their report are
self-explanatory and therefore, do not call for any further
explanations u/s. 217(3) of the Companies Act, 1956
AUDITORS
The Auditors M/s. Das& Prasad, Chartered Accountants, retire at this
meeting and being eligible, have expressed their willingness to be
re-appointed.
SECRETARIAL COMPLIANCE CERTIFICATE
Pursuant to the proviso to Section 383A( 1) of the Companies Act, 1956
the Company has obtained Compliance Certificate for the year ended 31
st March, 201 Ofrom a Company Secretary in whole time practice. Acopy
of the said Certificate is annexed with this report.
LISTING ARRANGEMENTS
The Equity Shares of the Company are listed on the Stock Exchange,
Mumbai (BSE). The Annual Listing Fees of BSE have been paid upto the
date.
Registered Office:
Sir R.N.M. House
3-B, Lai Bazar Street By Order of the Board
Kolkata-700 001 S. K. DABRIWALA
Dated, the 17th July, 2010 Director