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 Â
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