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Directors Report of United Nilgiri Tea Estates Company Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 93rd Annual Report on the performance of the Company together with the Statement of Profit and Loss for the year ended 31st March 2015 and the Balance Sheet as at that date and Cash Flow Statement for the year together with the Auditors'' Report thereon.

FINANCIAL RESULTS: Rs. in lakhs

2014-2015 2013-2014

Profit before Finance Cost, 1377.12 1227.29 Depreciation and Tax

Finance Cost 4.13 7.03

Depreciation 247.66 214.10

Profit Before Tax 1125.33 1006.16

Provision for Taxation 255.58 230.16 (including Deferred Tax)

Profit for the year 869.75 776.00

Dividend:

Your Directors have recommended a Final Dividend of Rs.1.70 per Share (17%) which together with an Interim Dividend of Re.1/- per Share (10 %) already paid, making a total dividend of Rs.2.70 per share (27%) for the year ended 31st March 2015.

Transfer to Reserves :

A transfer of Rs.650.30 lacs has been made to the General Reserve which now stands at Rs.5150 lacs.

Operations:

The total quantity of tea manufactured during the year was 27,37,312 Kg as against 26,98,451 Kg during the previous year. Rainfall during the year was 1287 mm.

Your Company has achieved a record profit of Rs.1,125.34 lacs as against Rs.1,006.16 lacs during the previous year improved product mix with respect to varieties of tea and full years'' license fees from the Commercial Building at Coimbatore.

The total exports during the year was 16,16,193 kg as against 15,81,627 kg during the previous year, reflecting the growing demand for Company''s organic teas in the overseas markets.

There is good demand for green tea in the domestic market. Your Company has also been focusing on value added and speciality tea to cater to both domestic and export market.

Increasing adoption of mechanical harvesting of green leaf at the plantations, focusing on more automation in factories to ensure better quality production and focused efforts to increase sales both domestic and export in identified segments would augment both turnover and profitability.

Directors and Key Managerial Personnel:

The shareholders at the Extra Ordinary General Meeting held on 10th November 2014, appointed Mr Krishna Srinivasan and Mr K V Sriram as Independent Directors for a period of three years with effect from 10th November 2014.

Ms.Mallika Srinivasan and Mr.N.Srinivasan, Directors are retiring by rotation and are eligible for re-appointment.

Mr.S. Raghuraman, General Manager (Finance) & Company Secretary has been appointed as the Chief Financial Officer of the Company with effect from 1st October 2014 ;

Mr.K.Guruswamy has been appointed as the Company Secretary with effect from 1st October 2014;

Directors Responsibility Statement:

As required by sub-section 5 of Section 134 of the Companies Act 2013, your Directors confirm that:

(a) in the preparation of the Annual Accounts for the year ended 31st March 2015, the applicable Accounting Standards have 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 ;

(e) the Directors had laid down internal financial controls to be followed by the Company and 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.

Particulars of Employees:

There is no employee attracting the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Particulars of Loan Guarantees or Investments under Section 186 :

The Company has not given any loan or guarantee or made investments in any body corporate in terms of Section 186 of the Companies Act, 2013 during the financial year 2014-15.

Related Party Transactions :

The Company had not entered into any material contract / arrangements with related parties during the Financial Year 2014-15 which are not in the normal course of business and all transactions are on an arm''s length basis.

Disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-sec (1) of Sec 188 of the Companies Act, 2013 in Form AOC-2 is given in Annexure-1.

Material changes and Commitments between 31st March 2015 and date of this report:

There are no material changes and commitments affecting the financial position of the company which have occurred between 31st March 2015 and the date of this report.

Conservation of Energy, Technology Absorption. Foreign Exchange Earnings and Outgo:

Details containing the Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in Annexure-2.

Risk Management:

The Company has robust risk management system. The strategic risks are integrated with the business plan with mitigation measures. The strategic risks with the status of the mitigation measures are reviewed by the board quarterly. High impact operational and financial risks are reviewed by the management periodically and discussed at the board quarterly.

Board and its Committees

The details of the meetings of the Board and its committees held during the financial year, the composition of the committees and the details of committee meetings are detailed out in the Corporate Governance Report.

Independent Director Declaration :

All the Independent Directors have given declaration in terms of Section 149(7) of the Companies Act, 2013.

Internal Financial Controls:

The Company is in compliance with the requirements of Companies Act,2013 with regard to the Internal Financial Controls which embraces adherence to Company''s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of financial information. Internal Controls are designed to cover financial matters, operational areas besides fraud prevention mechanism. The Company has appointed an external audit firm as Internal Auditors whose scope includes to give reasonable comfort to the Audit Committee that the Internal Financial Controls are adequate and operating effectively.

The Board opines that the internal controls of the Company for preparation of financial statements are adequate and sufficient.

Report on Corporate Governance and Management Discusssion:

The matters relating to Corporate Governance as per Clause 49 of the Listing Agreement and Management Discussion and Analysis Report are given as annexure to this report.

A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the above report.

Corporate Social Responsibility:

Over the years, your Company has been taking initiatives and contributing to many social causes such as Education to the children of the villages around the estate through the running of to well established schools, health-care through a well established hospital, running of a home for orphan children besides environment protection. These initiatives and efforts are largely the effort of the proactive management and promoters of the Company and have been in practice over many decades while being continuously upgrading annually.

The Annual Report on CSR activities is given in Annexure-3.

Performance Evaluation of the Board and Committees :

The Board on the recommendation of the Nomination and Remuneration Committee has laid down a policy on appointment of Directors and remuneration for the Directors, Key Managerial Personnel and other Employees. The same is enclosed as Annexure- 4 to this report.

The details of annual evaluation made by the Board of its own performance and that of its committees and individual Directors and performance criteria for Independent Director laid down by Nomination and Remuneration Committee are enclosed as Annexure 5 to this report.

Awards and Distinctions:

Your Directors are happy to record that Chamraj Winter Tea, Chamraj Delicate Green Tea, and Korakundah Organic Green Tea have won awards at Great Taste Awards 2014 at United Kingdom conducted by Guild of Fine Foods, United Kingdom.

Environmental Protection:

The Company has been certified by Rain Forest Alliance and UTZ in recognition of environmental protection.

Industrial Relations:

Industrial relation has been cordial during the year.

Public Deposits:

The Company repaid the entire deposits during the year. The Company has not received any fresh deposits during the Financial Year 2014-15.

Auditors:

The audit report issued by the Statutory Auditors on the Financial Statements of the financial year does not contain any qualification, reservation or adverse remark.

M/s. Fraser & Ross, Statutory Auditors (Firm Registration No 000829S) of the Company retire at the ensuing Annual General Meeting. The Board had approved their appointment as ''Statutory Auditors for the next two Annual General Meetings of the Company, subject to the approval of the Shareholders.

The Company has received a certificate from the auditors to the effect that their appointment, if made, would be in accordance with the provisions of the Companies Act, 2013, and they are not disqualified in terms of provisions of the Companies Act, 2013, from being appointed as Statutory Auditors of the Company.

Vigil Mechanism:

The Company has implemented a vigil mechanism to provide a framework for the Company''s employees and Directors to promote responsible and secure whistle blowing. It protects employees who raise a concern about serious irregularities within the Company. The details of the mechanism can be accessed at Company''s website "unitednilgiritea.com".

Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act :

Your Company has framed a policy on Sexual Harassment to ensure a free and fair enquiry process on complaints received from the employees against Sexual Harassment. No complaint was reported in this regard during the year under review.

Extract of Annual Return :

Extract of Annual Return of the Company in Form MGT-9 is given as Annexure 6 to this Report.

Secretarial Audit Report:

A Secretarial Audit Report as required in terms of provisions of Section 204 of the Companies Act, 2013 has been carried out by a firm of Practising Company Secretaries and their report is annexed herewith and such report does not contain any qualification, reservation or adverse remark.

Others :

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.

Acknowledgement:

The Board of Directors acknowledges the support received from the promoters, shareholders, bankers, suppliers, customers and employees at all levels.

(For and on behalf of the Board)

MALLIKA SRINIVASAN CHAIRMAN Chennai 15th May 2015


Mar 31, 2013

The Directors have pleasure in presenting the 91st Annual Report on the performance of the Company together with the Statement of Profit and Loss for the year ended 31st March 2013 and the Balance Sheet as at that date together with the Auditors'' Report thereon.

FINANCIAL RESULTS :

Rs. in lakhs

2012-2013 2011-2012

Profit before Interest, Depreciation and Tax 841.83 624.02

Finance Cost 21.91 5.80

Depreciation and amotisation 115.85 97.45

Profit Before Tax 704.07 520.77

Provision for Taxation (including Deferred Tax) 129.58 98.43

Profit for the year 574.49 422.34

Add: Surplus forward from previous year 426.12 179.61

Available for appropriation 1000.61 601.95

Appropriations:

Interim Dividend 49.97 49.97

Proposed Final Dividend 64.96 64.96

Tax on distribution of Dividend 18.65 18.65

Transfer to General Reserve 57.45 42.25

Surplus carried forward 809.58 426.12

1000.61 601.95



DIVIDEND :

Your Directors have recommended a Final Dividend of Rs.1.30 per Share (13%) which together with an Interim Dividend of Re.1.00 per Share (10%) already paid, aggregate to Rs.2.30 per share (23%) for the year ended 31st March 2013 [Previous year Rs.2.30 per Share (23%)].

OPERATIONS:

Your Company''s Estates have faced unprecedented severe drought during the year. As against a normal average rainfall of 1250 mm, the rainfall during the year was only 793 mm. The total quantity of Tea manufactured during the year was 23,60,005 Kg. as against 24,82,230 Kg. during the previous year.

Despite poor monsoon, your Company has achieved net profit of Rs.704.07 lacs as against 520.77 lacs during the previous year mainly on account of economic efficiency in operations, better product mix and improved price realization.

The average price realization at the domestic and export markets were higher than the previous financial year by around 28%.

Total export of Tea during the year was 11,51,186 Kg. as against 12,85,039 Kg. during last year. However, there was good demand for organic tea from overseas customers which enabled your Company to export 3,65,792 Kg. of organic tea during the year as against 3,31,189 Kg. last year.

With a view to improving performance, your Company has focused more on manufacturing Organic Tea including Green Tea and Value added teas. With increase in export of Organic Tea, Value added teas, together with cost control measures and the income from property let-out, the performance of your Company for the current financial year would appear favourable subject, however, to receipt of normal monsoon.

AWARDS AND DISTINCTIONS:

Your Directors are happy to record that Korakundah and Chamraj Estate have won five awards at The Golden Leaf India Awards - Southern Tea Competition 2013 held at Coonoor, India. Chamraj Winter Delight and Korakundah Organic Frost teas have won awards at Great Taste Awards 2012 at United Kingdom conducted by Gild of Fine Foods, United Kingdom.

COMMERCIAL PROPERTY:

The commercial building at Coimbatore has been licensed to a leading retail group and they have started their operations effective 18lh February 2013. The revenue from the building has started accruing to the Company since that date. The financials of the coming year would reflect the rental income for the full year.

DIRECTORS:

Ms. Mallika Srinivasan, and Mr. N.Srinivasan, Directors retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

As required by sub-section 2AA of Section 217 of the Companies Act 1956, your Directors confirm that : in the preparation of the Annual Accounts for the year ended 31s" March 2013, the applicable Accounting Standards have been followed ; 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 the profit for the year; the Directors had 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;

The Annual Accounts have been prepared on a going concern basis.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION:

The matters relating to Corporate Governance as per Clause 49 of the Listing Agreement and Management Discussion and Analysis Report are given as annexure to this report.

A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the above report.

COE/CFO CERTIFICATE:

As provided in Clause 49 of the Listing Agrement, the certificate from the two Whole-time Directors Mr. D. Hegde and Mr. T.G.B. Printo and General Manager (Finance) and Company Secretary, Mr. S. Raghuraman was placed before the Board of Directors at their meeting held on 7th May 2013 and taken on record.

CORPORATE SOCIAL RESPONSIBILITY:

The Chamraj Sivasailam Garden Hospital has treated 6,517 outside patients and 1,186 in-patients besides own estate staff and workers. Dentistry and the Ophthalmology have also been introduced at the hospital. The services rendered by the hospital is well appreciated by the community.

Five Primary Schools and a Higher Secondary School run by the estate offer both English and Tamil medium of education. Of the total of over 1200 students, 65% are from the local community. The results in the public examinations are quite impressive. Increasing number of students are pursuing higher / vocational education. A new building has been constructed at the school to house a dining room for boys and girls and an indooor games room on the first floor.

Two orphanages run by the estates continue to render useful service to the needy children.

The Company''s Labour welfare practices are far more than the statutory requirements which are well recognized by prestigious plantation labour welfare international organization viz. Fairtrade Labelling Organization.

ENVIRONMENTAL PROTECTION:

The Company has been certified by Rain Forest Alliance and UTZ in recognition of environmental protection.

INDUSTRIAL RELATIONS:

The labour relations were cordial during the year.

FIXED DEPOSITS:

The aggregate Deposits from public as on 31st March 2013 was Rs.43,88,000/-. There is no unclaimed / overdue deposit.

PARTICULARS OF EMPLOYEES:

There is no employee attracting the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 as amended.

AUDITORS:

The retiring Auditors Messrs. Fraser and Ross, Chartered Accountants are eligible for re-appointment.

COST AUDIT:

Every year, an audit of cost accounts, relating to plantation products produced by the Company is required to be conducted by an auditor with the requisite qualification as prescribed under Section 233 (B) of the Companies Act, 1956.

M/s. S. Mahadevan & Co., Coimbatore have been appointed as Cost Auditors to conduct the cost audit for the year 2012 - 13.

CONSERVATION OF ENERGY , TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details are furnished in the annexed statement which may please be read as part of this report. (For and on behalf of the Board)

Chennai MALLIKA SRINIVASAN

7th May, 2013 CHAIRMAN


Mar 31, 2012

The Directors have pleasure in presenting the 90th Annual Report on the performance of the Company together with the Statement of Profit and Loss for the year ended 31st March 2012 and the Balance Sheet as at that date together with the Auditors' Report thereon,

FINANCIAL RESULTS: Rs. in lakhs 2011-2012 2010-2011

Profit before Interest, Depreciation and Tax 624.02 522.43

Financial cost 5.80 4.13

Depreciation and amortization 97.45 86.55

Profit Before Tax 520.77 431.75

Provision for Taxation 98.43 107.08 (net of adjustment of earlier year and Deferred tax)

Profit for the year 422.34 324.67

Add: Balance brought forward from previous year 179.61 186.03

Profit available for appropriation 601.95 510.70

Appropriations:

Interim Dividend 49.96 49.96

Proposed Final Dividend 64.96 62.46

Tax on distribution of Dividend 18.65 18.67

Transfer to General Reserve 42.25 200.00

Balance carried forward 426.13 179.61

601.95 510.70

DIVIDEND:

Your Directors have recommended a Final Dividend of Rs.1.30 per Share (13%) which together with an Interim Dividend of Rs.1.00 per Share (10%) already paid, aggregate to Rs.2.30 per share (23%) for the year ended 31st March 2012 [Previous year Rs.2.25 per Share (22.50 %) ].

OPERATIONS:

The total quantity of Tea manufactured during the year was 24,82,230 Kg. as against 23,68,975 Kg. during the previous year.

The overall average price realization was higher than the previous financial year.

Total export of Tea was higher than last year and stood at 12,85,039 Kgs compared to 12,60,686 Kgs during last year. There was good demand for organic tea from overseas customers which enabled your Company to export 3,31,189 Kgs. of organic tea during the year as against 2,14,659 kgs last year. The average realization was also higher than previous year.

With a view to improving performance, your Company has focused more on manufacturing Organic Tea including Green Tea and Value added teas. With the expected normal monsoon this year, crop during the year is expected to be better than last year. With growing demand from overseas customers for Organic Tea, Value added teas and continued cost control measures, the performance of your Company for the current financial year would appear favourable.

AWARDS AND DISTINCTIONS:

Your Directors are happy to inform you that Korakundah and Cham raj Estate have won four awards at The Golden Leaf India Awards - Southern Tea Competition 2012 held at Dubai.

PROPERTY DEVELOPMENT:

Your Directors are pleased to report that the construction of commercial building at Coimbatore has since been completed and would be occupied by a leading retail group.

DIRECTORS:

Mr. Sankar Datta and Mr. R. Subramaniyan, Directors retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

The Directors record with regret the sudden demise of Mr .T.K. Ramasubramanyan on 6th December 2011 and place on record his valuable contribution during his tenure as a Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

As required by sub-section 2AA of Section 217 of the Companies Act 1956, your Directors confirm that:

- in the preparation of the Annual Accounts for the year ended 3151 March 2012, the applicable Accounting Standards have been followed ;

- 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 the profit for the year;

- the Directors had 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; the Annual Accounts have been prepared on a going concern basis.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION:

The matters relating to Corporate Governance as per Clause 49 of the Listing Agreement and Management Discussion and Analysis Report are given as annexure to this report.

A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the above report.

CORPORATE SOCIAL RESPONSIBILITY:

The Chamraj Sivasailam Garden Hospital has treated more than 11,000 outside patients besides owmestate staff and workers. The service rendered by the hospital is well appreciated by the community.

Five Primary Schools and a Higher Secondary School run by the estate offer both English and Tamil medium of education. Of the total of over 1500 students, 65% are from the local community. The results in the public examinations are quite impressive. Increasing number of students are pursuing higher/vocational education.

Two orphanages run by the Company continue to render useful service to the needy children.

The Company's Labour and welfare practices are far. more than the statutory requirements which are well recognized by prestigious plantation labour welfare international organization viz. Fair Trade Labelling Organisation.

ENVIRONMENTAL PROTECTION:

The Company has been certified by Rain Forest Alliance and UTZ in recognisition of environmental protection.

INDUSTRIAL RELATIONS:

The labour relations were cordial during the year.

FIXED DEPOSITS:

The aggregate Deposits from public as on 31st March 2012 was Rs.43,88,000/-. There is no unclaimed / overdue deposit.

AUDITORS:

The retiring Auditors Messrs. Fraser and Ross, Chartered Accountants are eligible for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details are furnishecLin the annexed statement which may please be read as part of this report.

(For and on behalf of the Board)

Chennai MALLJKA SRINIVASAN

4th May, 2012 CHAIRMAN


Mar 31, 2011

The Directors have pleasure in presenting the 89th Annual Report on the working and progress of the Company together with the Profit and Loss Account, Cash Flow Statement for the year ended 31 st March 2011 and the Balance Sheet as at that date together with the Auditors Report thereon.

FINANCIAL RESULTS : Rs. in lakhs

2010-2011 2009-2010

Profit before Interest, Depreciation and Tax 522.43 698.99

Interest 4.13 4.76

Depreciation 86.55 85.06

Profit Before Tax 431.75 609,17

Provision for Taxation 107.08 134.56

Profit after tax 324.67 474.61

Add: Balance brought forward from previous year 186.03 127.94

Available for appropriation 510.70 602.55

Appropriations:

Interim Dividend 49.96 74.95

Proposed Final Dividend 62.46 62.46

Tax on Distribution of Dividend 18.67 23.11

Transfer to General Reserve 200.00 256.00

Balance carried forward 179.61 186.03

510.70 602.55

DIVIDEND:

Your Directors have recommended a Final Dividend of Rs.1.25 per Share (12.5%) which together with the Interim Dividend of Rs.1.00 per Share (10%) already paid, aggregate to Rs.2.25 per share (22.5%) for the year ended 31s1 March 2011.

OPERATIONS:

The total quantity of Tea manufactured during the year was 23,69,089 kgs. as against 25,20,912 kgs. during the previous year. The reduction is primarily due to erratic weather conditions and lower rainfall.

The average price realisation, in common with the industry, was also lower by 10% compared to the previous financial year.

Total Exports of Tea declined marginally and stood at 12,60,686 kgs compared to the previous year figure of 13,30,249 kgs; however, with good demand from export customers, exports of organic tea increased to 2,14,659 kgs during the year as against 1,88,290 kgs during the previous year.

With prospects of normal monsoon, production during the current financial year is expected to be not less than last year. Demand from export customer is also expected to improve and with better cost control the company looks forward to an imnroved overall performance.

PROPERTY DEVELOPMENT:

The construction of Commercial building at Coimbatore is nearing completion and would be leased out to chosen customers at competitive rentals.

DIRECTORS:

The Directors record with deep regret the sudden demise of the Chairman of the Company Mr.A.Sivasailam on 12th January 2011. Under his dynamic leadership, the Company registered phenomenal growth especially on the export front. Consistent quality improvement in the tea grown and manufactured, has been due to his constant drive and motivation. Mr. A. Sivasailam deeply cared for the welfare of the employees and their families ensuring that they had access to schooling facilities for children, hospital facilities for the sick and needy and good living conditions. The Board placed on record his invaluable contribution and guidance which resulted in the Company becoming renowned for its quality teas - both in the domestic and the international markets.

Ms. Mallika Srinivasan, was appointed as a Director and Chairman of the Board on 25th January 2011 and she retires at the ensuing Annual General Meeting. A proposal from a member has been received by the Company in terms of Section 257 of the Companies Act, 1956 for appointing her as a Director liable to retire by rotation and is included in the Agenda of the Annual General Meeting.

Mr.N Srinivasan and Mr. R.Subramaniyan, Directors retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT :

As required by sub-section 2AA of Section 217 of the Companies Act 1956, your Directors confirm that:

- in the preparation of the Annual Accounts for the year ended 31st March 2011, the applicable Accounting Standards have been followed ;

- 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 the profit for the year;

- the Directors had 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; the Annual Accounts have been prepared on a going concern basis.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION:

The matters relating to Corporate Governance as per Clause 49 of the Listing Agreement and Management Discussion and Analysis Report are given as annexure to this report.

A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the above report.

CORPORATE SOCIAL RESPONSIBILITY:

During the year 2010-2011, 8018 outside patients were treated at the Chamraj Garden Hospital which is the only Estate Hospital in the Nilgiri District extending this facility to over 16 villages.

There are five primary schools and a Higher Secondary School (both English and Tamil medium) run by the Estate and in all about 1400 pupils are studying. 65% of them are from the neighbouring villages / local Community.

INDUSTRIAL RELATIONS:

The labour relations were cordial during the year.

FIXED DEPOSITS :

The aggregate Deposits from public as on 31st March 2011 was Rs.43,83,000/-. There is no unclaimed / overdue deposit.

PARTICULARS OF EMPLOYEES :

There is no employee attracting the provisions of Section 217 (2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules 1975 as amended.

AUDITORS:

The retiring Auditors Messrs. Fraser and Ross, Chartered Accountants are eligible for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details are furnished in the annexed statement which may please be read as part of this report.

(For and on behalf of the Board)

Chennai MALLIKA SRINIVASAN 11th May, 2011 CHAIRMAN


Mar 31, 2010

The Directors have pleasure in presenting the 88th Annual Report on the working and progress of the Company together with the Profit and Loss Account for the year ended 31st March 2010 and the Balance Sheet as at that date together with the Auditors Report thereon.

FINANCIAL RESULTS : Rs. in lakhs

2009-2010 2008-2009

Profit before Interest, Depreciation and Tax 698.99 538.73

Interest 4.76 8.21

Depreciation 85.06 87.82

Profit Before Tax 609.17 442.70

Provision for Taxation 134.56 130.42

Profit after tax 474.61 312.28

Add: Balance brought forward from previous year 127.94 113.02

Profit available for appropriation 602.55 425.30

Appropriations:

fnterim Dividend 74.95 62.46

Proposed Final Dividend 62.46 49.97

Tax on distribution of Dividend 23.11 19.10

Transfer to General Reserve 256.00 165.83

Balance carried forward 186.03 127.94

602.55 425.30

DIVIDEND :

Your Directors have recommended a Final Dividend of Rs.1.25 per Share (12.5%) which together with an Interim Dividend of Rs.1.50 per Share (15%) already paid, amount to Rs.2.75 per share (27.5%) for the year ended 31 st March 2010 [(Previous year Rs.2.25 per share (22.5%)].

OPERATIONS:

Your Directors are pleased to report that during the year under review, the turnover increased by 23%, Profit Before Tax by 37% and Profit After Tax by 52%.

The total quantity of Tea manufactured during the year was 25,20,912 Kg as against 23,66,400 Kg during the previous year.

The average price realization in the domestic market was higher at Rs. 112.68 per Kg as against Rs.90.24 per Kg in the previous year, an increase of 24.87%. The Export turnover was also higher due to better realization even though the quantity of Organic Tea exported was marginally less.

During the year the extension of building at Alladavalley Factory has been completed and a new fluid bed drier has been erected.

PROPERTY DEVELOPMENT :

The construction of the Commercial building at Coimbatore has commenced and is expected to be completed next year. When fully let-out, it would generate regular income stream by way of lease rentals and increase shareholders value.

FLORICULTURE:

Planting of Bird of Paradise and certain new varieties of exotic flowers is in progress. The production and sales of Carnation flowers were slightly lower during the year but are expected to improve with increased area under cultivation.

DIRECTORS:

Mr.Sankar Datta and Mr.R.Subramaniyan, Directors are retiring by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Mr.T.K.Ramasubramanyan was appointed as an Additional Director on 28th October 2009 and he retires at the ensuing Annual General Meeting. A proposal from a member has been received by the Company in terms of Section 257 of the Companies Act, 1956 for appointing him as a Director and the same is included in the Agenda of the Annual General Meeting.

Mr. D. Hegde and Mr.T.G.B. Pinto, Directors have been re-appointed for a further period of three years with effect from 1st January 2010 and their re-appointment and remuneration are subject to approval of the shareholders at the Annual General Meeting.

Commission to non-wholetime Directors upto one percent of the net profits computed in the manner required under the Companies Act has been provided in the Annual Accounts which, as in the past, require approval of the shareholders at the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

As required by sub-section 2AA of Section 217 of the Companies Act, 1956, your Directors confirm that:

- in the preparation of the Annual Accounts for the year ended 31 st March 2010, the applicable Accounting Standards have been followed ;

- 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 the profit for the year;

- the Directors had 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;

- the Annual Accounts have been prepared on a going concern basis.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION:

The matters relating to Corporate Governance as per Clause 49 of the Listing Agreement and Management Discussion and Analysis Report are given as annexure to this report. All the mandatory requirements under the Code of Corporate Governance have been complied with.

A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

CORPORATE SOCIAL RESPONSIBILITY:

Your Directors are happy to inform you that during the year 2009-2010,6574 outside patients were treated at the Chamraj Garden Hospital which is the only Estate Hospital in the Nilgiri District extending the facility to the public from over 16 villages.

There are 5 primary schools and a Higher Secondary School (both English and Tamil medium) run by the Estate and in all about 1400 pupils are studying. 65% of them are from the neighbouring villages / Community.

INDUSTRIAL RELATIONS:

The labour relations were cordial during the year.

FIXED DEPOSITS:

The aggregate Deposits from public as on 31st March 2010 was Rs.23,73,000/-. There is no unclaimed / overdue deposit.

PARTICULARS OF EMPLOYEES :

There is no employee attracting the provisions of Section 217 (2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules 1975 as amended.

AUDITORS:

The retiring Auditors Messers. Fraser and Ross, Chartered Accountants are eligible for reappointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details are furnished in the annexed statement which may please be read as part of this report.

(For and on behalf of the Board)

Chennai A. SIVASAILAM

29th May, 2010 CHAIRMAN


Mar 31, 2000

The Directors have pleasure in presenting the 78th Annual Report on the working and progress of the Company together, with the Profit and Loss Account for the year ended 31st March 2000 and the Balance Sheet as at that date together with the Auditors Report thereon. .

FINANCIAL RESULTS

The net profit for the year after charging depreciation of Rs. 46,27,344/- amounts to Rs. 4,51,17,586/- This togethe/r with Rs. 72,08,881/- brought forward from the previous year and taking/credit of Rs. 11,00,000/- being excess provision for taxation relating to earlier years makes a total of Rs. 5,34,26,467/-. After deducting therefrom Rs. 1,50,00,000/- being provision for taxation for the year, the balance available for appropriation is Rs. 3,84,26,467/- which is dealt with as under:

Rs. Transfer to General Reserve 2,00,00,000

Transfer to Investment Fluctuation Reserve 10,00,000

12.5% Interim Dividend paid on 15-3-2000 31,22,854

Proposed Final Dividend @ 17.5% 43,71,995

Corporate Dividend tax 13,05,377

Balance carried forward 86,26,241

DIVIDEND

Your Directors have recommended a Final Dividend of 17.5% which together with the Interim Dividend of 12.5% already paid makes a total Dividend of 30% for the year on the enhanced capital which is equivalent to 45% of the pre-bonus Capital (Last year 45%).

OPERATIONS

The estates had unfavourable weather conditions throughout the year with lesser rainfall. The quantity of tea manufactured during the year was 24,37,863 Kgs as against 25,24,209 Kgs of last year.

Prices at auctions declined sharply during the second half of the year which has significantly affected the profitability.

Direct Exports registered a drop during the year in view of competition from other countries in our region. However Organic teas exported during the year received good response from overseas buyers.

DIRECTORS

Mr. G.G. Muthanna retires by rotation and is eligible for re-election.

Mr. N. Srinivasan who was appointed as Additional Director during the year would be vacating office at the ensuing Annual General Meeting and notice has been received from a member proposing Mr. N. Srinivasan as a Director and this subject is included in the Agenda for the meeting.

FIXED DEPOSITS

The aggregate Deposits from public as on 31st March 2000 was Rs.1,25,02,000/- There are unclaimed deposits of Rs. 3,18,000/- but there are no overdue deposits.

PARTICULARS OF EMPLOYEES

There is no employee attracting the Provisions of Section 217 (2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules 1975 as amended.

AUDITORS

The retiring Auditors Messers. Fraser and Ross, Chartered Accountants are eligible for reappointment.

CONSERVATION OF ENERGY,

TECHNOLOGY, ABSORPTION,

EXPORTS AND FOREIGN

EXCHANGE

EARNINGS AND OUTGO.

Details are furnished in the annexed statement which may please be read as part of this Report.

(By order of the Board)

A. SIVASAILAM

CHAIRMAN

Chennai 11th May 2000

 
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