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Directors Report of Tyroon Tea Company Ltd.

Mar 31, 2015

Dear Members,

The Directors of the Company have pleasure in presenting the Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS : This Year Previous Year Rs. Rs.

Profit before Interest, 56,38,365 4,15,11,715 Depreciation and Taxation

Less : Interest 9,19,068 16,78,380

Depreciation 46,27,652 31,78,393

Profit / (loss) before Tax 91,645 3,66,54,942

Less : Provision for Taxation 36,87,000 36,03,739

Profit / (Loss) after Tax (35,95,355) 3,30,51,203

Add : Deferred Tax Credit 21,05,824 —

Less : Proposed Dividend — 34,02,100

Tax on Proposed Dividend — 5,78,187

(Loss) / Profit for the year (14,89,531) 2,90,70,916

DIVIDEND:

The Board of Directors of your Company due to Loss do not recommend dividend for the year under review (Previous year 10%).

OPERATION OVERVIEW

Your company's turnover stood at Rs.23.01 lacs for the period ended 31-03-2015 against Rs. 25.61 lacs in the previous year. The decline in turnover is due to decline in production. The decrease in production is mainly due to unfavourable weather condition.

COURSE OF BUSINESS AND OUTLOOK

Management discussion and analysis report give the state of affairs of the business of the Company attached to this report separately. (Annexure I)

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

Particulars in respect of conservation of energy, technology absorption , foreign exchange earnings and outgo as required under section 134 (3)(m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 as set out in a separate statement attached hereto and forming part of the report. (Annexure II)

CORPORATE GOVERNANCE

Clause 49 of the Listing Agreement as amended vide circular dated 15/09/2014 is not mandatory for your company. The Report for the same will be attached as and when the same will be applicable to your Company.

EXTRACTS OF ANNUAL RETURN

The Extracts of Annual Return in format MGT-9 for the financial year 2014-15 have been enclosed with the report. (Annexure III)

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(1)(c) of the Companies Act, 2013 and on the basis of explanation and compliance certificate given by the executive of the Company and subject to the disclosures in the annual accounts and also on the basis of discussion with the Statutory Auditors of the Company from time to time we state as under :-

(a) That in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

(b) That the director had selected such accounting policy 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 at the end of the financial year and of the loss of the Company for that period:

(c) That the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities:

(d) That the directors had prepared the annual accounts on a going concern basis:

(e) That the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively: and

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

DIRECTORS

Your Board of Directors have appointed Mrs. Indra Jalan, Mr. Anirudha Jalan and Mr. Sanjay Kumar Kejriwal w.e.f. 17-07-2014.

Mr. A. K. Jalan and Mr. B. K. Singh resigned from the directorship of the Company w.e.f. 17-07-2014

Mr. J. K. Bhagat resigned from the directorship of the Company w.e.f. 14-08-2014.

To appoint a director in place of Mrs. Indra Jalan, who is liable to retire by rotation and being eligible offers herself for re-appointment.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committee and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of directors have met 7 times and independent Director met once during the year ended 31st March, 2015.

DETAILS OF COMMITTEE OF DIRECTORS

The composition of Audit committee of Directors, nomination and remuneration committee of directors and stake holders of the grievance committee of directors, number of meetings held during the financial year 2014-15 and meetings attended by each member of the committee as required under the Companies Act, 2013 (Annexure IV)

The recommendation by the Audit Committee as and when made to Board has been accepted by it.

KEY MANAGERIAL PERSONNEL

Mr. S. P. Jalan, CEO and Mr. K. C. Mishra, Company Secretary & CFO of the Company who have been appointed before commencement of The Companies Act, 2013 are the key managerial personnel of the Company as per definition under section 2(51) and Section 203 of the Act.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY

The particulars of Contracts or Arrangements made with related parties pursuant to sub-section (1) of Section 188 of the Companies Act, 2013 furnished in Form AOC -2, is attached to this report as Annexure V.

The transaction with related party which requires disclosure under section 134(3)(h) of The Companies Act, 2013 and Rule 8(2) of the Companies (accounts) Rules 2014 are given in the notes to the financial statement.

LOAN, INVESTMENT AND GUARANTEE BY THE COMPANY

There is no loan given, investment made, guarantee given or security provided by the Company to any entity under section 286 of The Companies Act, 2013.

FIXED DEPOSIT

Your Company has not accepted any fixed deposit for the financial year ended 31-03-2015.

RISK MANAGAMENT

The Company has led down a comprehensive risk assessment and minimization procedure which is reviewed by the Board from time to time. The procedures are reviewed to ensure that executive management control risk through means of properly defined frame work. The major risk have been identified by the Company and its mitigation process / measures have been formulated.

ANALYSIS OF REMUNERATION

Pursuant to Rule 5 of the Companies (Appointment and Remuneration) Rules 2014 disclosure on remuneration related information of employee, key managerial personnel is annexed herewith in Annexure VI.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company reported to provide the safe and conducive work environment to its employee during the year under review, no case of sexual harassment was reported.

AUDITORS

M/s. Lodha & Co. Auditors of the Company will retire from the office of the Auditors and being eligible offer themselves for re-appointment.

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report for the year ended 31-03-2015 in prescribed form duly audited by the Practicing Company Secretary M/s. D. C. Sahoo & Co. is annexed herewith and forming part of the report. (Annexure VII)

PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of such remuneration as to disclose particulars pursuant to the provision of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

ACKNOWLEDGEMENT

The Directors wish to express their appreciation to all officers, members, staff and workmen of the Company for valuable services rendered and dedication exhibited by them. They also express their gratitude to Tea Board and Bankers for their co-operation and support extended to the Company and express their thanks to Shareholders for their confidence and understanding.

Registered Office : For and on behalf of the Board "McLeod House" S. K. KEJRIWAL Directors 3, Netaji Subhas Road, ANIRUDHA JALAN Kolkata - 700 001. Kolkata, The 29th day of May, 2015




Mar 31, 2014

Dear Members,

The Directors of the Company have pleasure in presenting the Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS :

Rs. Rs.

Profit before Interest, Depreciation and Taxation 4,15,11,715

Less : Interest 16,78,380

Depreciation 31,78,393 48,56,773

Profit / (loss) before Tax 3,66,54,942

Less : Provision for Taxation 36,03,739

Profit / (Loss) after Tax 3,30,51,203

Less : Proposed Dividend 34,02,100

Tax on Proposed Dividend 5,78,187 39,80,287

Transferred to General Reserve 2,90,70,916

DIVIDEND:

The Board of Directors of your Company is pleased to recommend a dividend of 10% i.e Re.1/- per equity share of Rs.10/- each. (Previous year 10%), which will absorb a sum of Rs. 39.80 Lacs including tax on dividend on paid up Capital of the Company, if approved in the Annual General Meeting.

DIRECTORS:

Mrs. Indra Jalan appointed as an Additional Director of the Company w.e.f. 17th July, 2014. On appointment as Director by the shareholders of the Company whose period of Office shall be liable to be determined by retirement of Director by rotation.

Notice in writing signifying the intention to offer her candidature as Director of the Company along with the requisite deposits have been received from a member of the Company in terms of section 160 of the Companies Act, 2013.

Mr. Anirudha Jalan appointed as an Additional Director of the Company w.e.f. 17th July, 2014. On appointment as Director by the shareholders of the Company whose period of Office shall be liable to be determined by retirement of Director by rotation.

Notice in writing signifying the intention to offer his candidature as Director of the Company along with the requisite deposits have been received from a member of the Company in terms of section 160 of the Companies Act, 2013.

Mr. Sanjay Kejriwal appointed as an Additional Director of the Company w.e.f. 17th July, 2014. Since he meets the criteria of independence in terms of the requirements of relevant provisions under the Companies Act, 2013 the Board of Directors recommend the appointment of Mr. Sanjay Kejriwal as a Non-Executive Independent Director of the Company.

In terms of section 149(10) and section 149(5) of the Companies Act, 2013 Independent Director can hold office for a term up to 5 consecutive years on the Board and eligible for reappointment for second term on passing special resolution by the Company. During the period he will not be liable to "retire by rotation" as per section 150(2), 152(2) read with schedule IV to the Act, necessary declarations have been obtained from him as required under the Act.

Notice in writing signifying the intention to offer his candidature as Director of the Company along with the requisite deposits have been received from a member of the Company in terms of section 160 of the Companies Act, 2013.

Mr. S. Issar Director appointed as a Non-Executive Independent Director in the Board pursuant to clause 49 of the Listing Agreement since October, 2004. As per Companies Act, 2013 an existing Director can hold Directorship for further period of five consecutive years. In the opinion of the Board Mr. Issar fulfils the conditions specified in the Companies Act, 2013 for his appointment as an Independent Director for five consecutive years, hence the Board of Directors recommend the appointment of Mr. S. Issar as a Non-Executive Independent Director of the Company.

In terms of section 149(10) and section 149(5) of the Companies Act, 2013 Independent Director can hold office for a term up to 5 consecutive years on the Board and eligible for reappointment for second term on passing special resolution by the Company. During the period he will not be liable to "retire by rotation" as per section 150(2), 152(2) read with schedule IV to the Act, necessary declarations have been obtained from him as required under the Act.

Mr. N. N. Nagpaul Director appointed as a Non-Executive Independent Director in the Board pursuant to clause 49 of the Listing Agreement since January, 2011. As per Companies Act, 2013 an existing Director can hold Directorship for further period of five consecutive years. In the opinion of the Board Mr. N. N. Nagpaul fulfils the conditions specified in the Companies Act, 2013 for his appointment as a Non-Executive Independent Director for five consecutive years, hence the Board of Directors recommend the appointment of Mr. N. N. Nagpaul as Director of the Company.

In terms of section 149(10) and section 149(5) of the Companies Act, 2013 Independent Director can hold office for a term up to 5 consecutive years on the Board and eligible for reappointment for second term on passing special resolution by the Company. During the period he will not be liable to "retire by rotation" as per section 150(2), 152(2) read with schedule IV to the Act, necessary declarations have been obtained from him as required under the Act.

Mr. Arun Kumar Jalan has been in the Board since July, 1994. Owing to his health condition Mr. Jalan tendered his resignation from the Board of Directors w.e.f 17th July, 2014. The Board record its deep sense of appreciation for immense contribution towards the growth of the Company and visible leadership provided by him during his tenure of office as a Director of the Company.

Mr. B. K. Singh has been in the Board since July, 1994. Owing to his health condition Mr. Singh tendered his resignation from the Board of Directors w.e.f 17th July, 2014. The Board record its deep sense of appreciation for immense contribution towards the growth of the Company and visible leadership provided by him during his tenure of office as a Director of the Company.

Cost Audit

As required under the Companies (Cost Accounting Records) Rules 2011, The Company filed the Cost Audit Report along with the cost compliance report for the financial year 2012-13 in XBRL format.

Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related records of the Company and to provide a report in this regard.

Accordingly M/s. D C Sahoo & Co., Practicing Company Secretary, 32/41, Chandi Ghosh Road, 3rd Floor, Kolkata - 700 040 have been appointed as Secretarial Auditors for carrying out secretarial audit for the financial year 2014-15 for attaching their reports with the Board''s report to the shareholders.

DIRECTORS'' RESPONSIBILITY STATEMENT :

In accordance with the provision of Section 217(2AA) of Companies Act, 1956 Your Directors confirm:

I. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

II. that 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 at the end of the financial year and of the profit of the Company for that period;

III. that 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 frauds and other irregularities;

IV. that the directors have prepared the annual accounts on a going concern basis.

AUDITORS :

Messrs. Lodha & Co., Chartered Accountants bearing ICAI Registration no. 301051E are proposed to be appointed as Auditors of the Company from conclusion of the ensuing Annual General Meeting till the conclusion of third Annual General Meeting held thereafter, subject to ratification of the appointment by the members at every Annual General Meeting held after the ensuing Annual General Meeting.

As required under section 139 of the Companies Act, 2013 the Company has obtained a written consent from M/s. Lodha & Co., to such appointment and also a Certificate to the effect that their appointment, if made, would be in accordance with section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

PARTICULARS OF EMPLOYEES :

No employee of the Company was in receipt of such remuneration as to disclose particulars U/S. 217(2A) of the Companies Act, 1956 and rules framed thereunder.

ENERGY, TECHNOLOGY, FOREIGN EXCHANGE :

The information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure ''A'' which forms part of this Report.

REPORT ON CORPORATE GOVERNANCE

A separate report on Corporate Governance alongwith the Auditor''s Certificate on its compliance is annexed to this Report.

Personnel

The Industrial relation remains satisfactory for the year under review.

ACKNOWLEDGEMENT :

The Directors wish to express their appreciation to all officers, members, staff and workmen of the Company for valuable services rendered and dedication exhibited by them. They also express their gratitude to Tea Board and Bankers for their co-operation and support extended to the Company and express their thanks to Shareholders for their confidence and understanding.

Registered Office : For and on behalf of the Board

"McLeod House" S. ISSAR Directors

3, Netaji Subhas Road, N. N. NAGPAUL

Kolkata - 700 001.

The 17th day of July, 2014


Mar 31, 2012

The Directors of the Company have pleasure in presenting the Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS :

Rs. Rs.

Profit before Interest, Depreciation and

Taxation 2,45,45,076

Less : Interest 29,47,734

Depreciation 28,24,683 57,72,417

Profit / (loss) before Tax 1,87,72,659

Less : Provision for Taxation 13,40,911

1,74,31,748

Add : Excess Provision of Income tax relating

to earlier year written back NIL

Profit / (Loss) after Tax 1,74,31,748

Less : Proposed Dividend 34,02,100

Tax on Proposed Dividend 5,51,906 (39,54,006)

Transferred to General Reserve 1,34,77,742

DIVIDEND :

The Board of Directors of your Company are pleased to recommend a dividend of Re. 1/- per equity shares of Rs. 10/- each (10%) (Previous year 10%), which will absorb a sum of Rs. 39.54 lacs including tax on dividend on paid up Capital of the Company, if approved in the Annual General Meeting.

DIRECTORS :

Mr. S. Issar and Mr. B. K. Singh retire by rotation and being eligible offer themselves for re-appointment. The required information about Mr. S. Issar, Mr. B. K. Singh as stipulated in clause 49 of the listing agreement, have been given separately.

DIRECTORS RESPONSIBILITY STATEMENT :

Your Directors confirm :

I. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

II. that the directors had 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 at the end of the financial year and of the Profit of the Company for that period;

III. that 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 frauds and other irregularities;

IV. that the directors had prepared the annual accounts on a going concern basis.

AUDITORS :

Messrs. Lodha & Co., Chartered Accountants will cease to hold office as Auditors of the Company at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. Necessary certificate has been obtained from the Auditors as per section 224 (1) of the Companies Act, 1956.

The other observations made in the Auditors' Report are self-explanatory and therefore, do not call for any further comments under Section 217 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES :

No employee of the Company was in receipt of such remuneration as to disclose particulars U/S. 217(2A) of the Companies Act, 1956 and rules framed there under.

ENERGY, TECHNOLOGY, FOREIGN EXCHANGE :

The information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure which forms part of this Report.

REPORT ON CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditor's Certificate on its compliance is annexed to this Report.

ACKNOWLEDGEMENT:

The Directors wish to express their appreciation to all officers, members, staff and workmen of the Company for valuable services rendered and dedication exhibited by them. They also express their gratitude to Tea Board and Bankers for their co-operation and support extended to the Company and express their thanks to Shareholders for their confidence and understanding.

Registered Office :

McLeod House

3, Netaji Subhas Road,

Kolkata - 700 001.

The 31st day of July, 2012 For and on behalf of the Board

S. ISSAR [Directors

N.N.NAGPAUL


Mar 31, 2010

The Directors of the Company have pleasure in presenting the Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS :

Rs. Rs.

Profit before Interest, Depreciation and Taxation 3,10,15,629

Less : Interest 28,73,630

Depreciation 21,61,768 50,35,398

Profit / (loss) before Tax * 2,59,80,231

Less : Provision for Taxation 28,77,000

Profit / (loss) after Tax 2,31,03,231

Add Loss brought forward from previous year (2,16,97,741)

Transferred to General Reserve 14,08,490

DIVIDEND :

To conserve resources your Directors do not recommend any dividend on the equity shares for the year under review.

DIRECTORS :

Mr. S. Issar and Mr. B. K. Singh retire by rotation and being eligible offer themselves for reappointment. The required information about Mr. S. Issar and Mr. B. K. Singh as stipulated in clause 49 of the listing agreement, have been given separately.

DIRECTORS RESPONSIBILITY STATEMENT :

Your Directors confirm :

I. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

II. that the directors had 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 at the end of the financial year and of the Profit of the Company for that period;

III. that 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 frauds and other irregularities;

IV. that the directors had prepared the annual accounts on a going concern basis.

AUDITORS :

Messrs. Lodha & Co., Chartered Accountants will cease to hold office as Auditors of the Company at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. Necessary Certificate has been obtained from the Auditors as per section 224 (1) of the Companies Act, 1956.

The other observations made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under Section 217 of the Companies Acl, 1956.

PARTICULARS OF EMPLOYEES :

No employee of the Company was in receipt of such remuneration as to disclose particulars U/S. 217(2A) of the Companies Act, 1956 and rules framed thereunder.

ENERGY, TECHNOLOGY, FOREIGN EXCHANGE :

The information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 198B are given in Annexure A which forms part of this Report.

REPORT ON CORPORATE GOVERNANCE

A separate report on Corporate Governance alongwith the Auditors Certificate on its compliance is annexed to this Report.

Personnel

The Industrial relation remains satisfactory for the year under review.

ACKNOWLEDGEMENT:

The Directors wish to express their appreciation to all officers, members, staff and workmen of the Company for valuable services rendered and dedication exhibited by them. They also express their gratitude to Tea Board and Bankers for their co-operation and support extended to the Company and express their thanks to Shareholders for their confidence and understanding.

Registered Office : For and on behalf of the Board

"McLeod House" S. ISSAR Directors

3, Netaji Subhas Road. C. N. TRIPATHI

Kolkata - 700 001.

The 31st day of Jury, 2010

 
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