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Directors Report of Warren Tea Ltd.

Mar 31, 2015

Dear Members,

Directors' Responsibility Statement

The Directors' Responsibility Statement in terms of Section 134(5) of the Companies Act, 2013 forms part of the Directors' Report.

Independent Directors

All Independent Directors have given requisite declarations in terms of Section 149(6) of the Companies Act, 2013.

Particulars of loans, guarantees and investments

The Company has not given any guarantee and the details of loans and investments made by the Company are given in the relevant Notes to the Financial Statements.

Subsidiaries, Joint Ventures and Associate Companies

No companies became/ceased to be subsidiaries, joint ventures and associate companies during the year.

State of the Company's Affairs

Current Year Previous Year (Rs.in Lakhs) (Rs.in Lakhs)

Profit before Depreciation and Tax 1629.44 3202.05

Less: Depreciation and Amortization 499.89 494.50

Profit before Tax 1129.55 2707.55

Tax Expense

Current Tax (Net of adjustment of excess (225.00) 725.00 provision of erlier years- rs 610.00

Previous Year - Nil)

Deferred Tax 104.75 (42.16)

Profit for the year 1249.81 2024.71

Balance brought forward from Previous Year 5748.79 3724.08

Balance carried to Balance Sheet 6998.60 574879

Major accounting policies as considered in the Notes to the Financial Statements in conformity with the Accounting Standards have been followed as usual. Following the decision of the Hon'ble Gauhati High Court, unpaid disputed Agricultural Income Tax dues of Rs. 4854.32 Lakhs (subsequently reduced to Rs. 4169.32 Lakhs) no longer remain payable by the Company. Pursuant to a Scheme of Arrangement approved by the Hon'ble Gauhati High Court, the name of the Company is proposed to be changed.

Deposits

The Company has not accepted any deposits.

Regulatory Orders

There have been no significant and material orders passed by Regulators/Courts/Tribunals impacting the going concern status and Company's operations in future.

Internal Control Systems

The Company continues to have adequate internal audit system. Details of Internal Control Systems and their adequacy are set out in Annexure G to the Directors' Report.

Auditors' Report

Messrs B M Chatrath & Co. Statutory Auditors have submitted their Report in terms of Section 143 of the Companies Act, 2013.

For the year ended 31st March, 2014, the Cost Audit Report have been duly submitted by the Cost Auditors to the appropriate authorities. For the year ended 31st March, 2015, the Company was not required to have a Cost Audit carried out.

Resume of Performance

Current Year Previous Year (Rs. in Lakhs) (Rs. in Lakhs)

Total Income 13139.70 14193.14

Profits 1129.55 2707.55

Sales 12967.87 13903.30

Exports 746.02 679.57

(Million Kgs.) (Million Kgs.)

Crop 6.58 7.77

New Business

During the year under review your Company decided to explore real estate business and has initiated steps to that end.

Prospects

It is expected that there would be an increase in production which together with the Company's efforts to produce quality teas should result in improved performance.

Shareholders

It has been considered prudent to plough back resources in its tea estates for sustainable development, improvement and growth in view of which Directors have considered not to declare any dividend for the year.

Conservation of Energy, Technology Absorption,

Foreign Exchange Earnings and Outgo

The details of Conservation of Energy and Technology Absorption have been set out in the Directors'Report. Foreign exchange earned was Rs. 745.27 Lakhs and Outgo was Rs. 24.51 Lakhs.

Risk Management

The Risk Management Policy and Plan towards managing business risks is in place. A Risk Management Committee has been constituted.

Corporate Social Responsibility (CSR)

CSR Committee has been constituted during the year. The broad terms of reference of the CSR Committee is set out in the Directors' Report. The Company's CSR Policy and the initiatives taken by it are provided in Annexure E to the Directors' Report.

Board Evaluation

Individual Directors including Independent Directors and Non-Independent Directors, Nomination and Remuneration Committee and the Board have been involved in the process of annual evaluation of Independent Directors, the Committee and of the Board.

Audit Committee

Details relating to the Audit Committee alongwith their terms of reference, composition and meetings held during the year are provided in Annexure H to the Directors' Report.

Vigil Mechanism Committee

A Vigil Mechanism for Directors and Employees has been put in place.

Nomination and Remuneration Committee

Details relating to the Committee include composition, remuneration recommendations and policy for evaluation of Directors are provided in Annexure H to the Directors' Report.

Stakeholders Relationship Committee

Details include composition, compliance of share transfer formalities and status of investors' complaints are provided in Annexure H to the Directors' Report.

Details of Directors/Key Managerial Personnel

i) Mr S K Ghosh retires by rotation and offers himself for reappointment.

ii) Mr N G Khaitan resigned as Director.

iii) Mrs Sonia Barman appointed as Additional Director. Shareholders approval has been sought for her appointment as Independent Director for five years.

iv) Mr S K Mukhopadhyay has been appointed as Chief Financial Officer.

Personnel

The Company has always been sensible to the welfare and well being of the employees. It endevours to provide safe, healthy and sustainable work environment in all the tea estates. The Company has always believed in a policy against sexual harassment which has also found its place in the governing Codes of Conduct and Ethics applicable to its employees which includes a mechanism to redress such complaints. During the year under review there were no complaints of sexual harassment at any of the units except for one case of allegation in one tea estate which ultimately transpired to be unfounded.

Auditors

Reappointment of Messrs B M Chatrath & Co., Chartered Accountants as Statutory Auditors of the Company was approved by the Members at the Thirty-seventh Annual General Meeting to hold office till the conclusion of the Forty-second Annual General Meeting. The same is being placed for ratification by the Members at the ensuing Thirty-eighth Annual General Meeting.

Messrs Shome & Banerjee, Cost Accountants have been appointed for audit of Cost Accounts in respect of tea for the year ending 31st March, 2016; their remuneration is being placed for approval of the Members at the ensuing Annual General Meeting.

Annexures

The following have been annexed to the Directors' Report:

i) Extract of the Annual Return — AnnexureA

ii) Nomination and Remuneration Policy — Annexure B

iii) Related Party Contracts — Annexure C

iv) Secretarial Audit Report — Annexure D

v) Corporate Social Responsibility Matters — Annexure E

vi) Particulars of Directors and Employees — Annexure F

vii) Management Discussion and Analysis Report — Annexure G

viii) Corporate Governance Report — Annexure H

Kolkata Vinay K Goenka 29th May, 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Thirty-seventh Annual Report to the Members together with the Audited Accounts for the year ended 31st March, 2014 :

FINANCIAL RESULTS Current Year Previous Year (Rs inlakhs) (Rs inlakhs)

Profit before Depreciation and Tax 3202.05 2377.27

Less: Depreciation and Amortisation 494.50 496.73

Profit before Tax 2707.55 1880.54 Tax Expense

Current Tax 725.00 360.00

Deferred Tax (42.16) 147.06

Profit for the Year 2024.71 1373.48

Balance brought forward from Previous Year 3724.08 7149.54

5748.79 8523.02 Less :Transferred in terms of

SchemeofArrangement - 4798.94

Balance carriedtoBalance Sheet 5748.79 3724.08

SCHEME OF ARRANGEMENT

The Scheme of Arrangement for demerger of seven tea estates of your Company to James Warren Tea Limited was effected on 9th January, 2014, with retrospective effect from 1st April, 2011. Effect of the said Scheme of Arrangement have already been given in the Accounts for the year ended 31st March, 2013.

AUDITORS'' REPORT

Messrs B. M. Chatrath & Co., Statutory Auditors have submitted their Report in respect of the financial year 2013-14 under Section 227 of the Companies Act, 1956 and the Companies Act, 2013 to the extent applicable.

For the year ended 31st March, 2013 the Cost Audit had been completed by Messrs Shome and Banerjee, Cost Accountants. The Cost Audit Report had been submitted by the Cost Auditors to the appropriate Authorities on 27th March, 2014 , within the date of submission extended by the Hon''ble Calcutta High Court.

ACCOUNTING POLICIES AND PROCEDURES

The major accounting policies as narrated in the Notes to the Financial Statements in Note 24 in conformity with the Accounting Standards which have been specified in the Companies Act, 1956 and the Companies Act, 2013 to the extent applicable and the Rules framed thereunder as applicable to the Company have been followed as usual in course of preparing and presenting these Accounts.

Directors'' Report (Continued)

Your Company continues to have an adequate internal audit system carried out by firms of practising Chartered Accountants who submit their Reports upon completion of audit for consideration by the Directors.

RESUMÉ OF PERFORMANCE

Your Company achieved a total revenue of Rs. 14193.14 Lakhs this financial year as against Rs. 12182.82 Lakhs for the previous year ended on 31st March, 2013. The profits of your Company before providing for tax was Rs. 2707.55 Lakhs as compared to Rs. 1880.54 Lakhs in the last financial year ended on 31st March, 2013. The improvement in performance is on account of both increased production as well as better realizations.

Crop

Your Company''s saleable crop was recorded at 7.77 Million Kgs. as compared to the previous year''s production of 6.46 Million Kgs.

Comparative Crop figures during the past five years for its seven tea estates are given below :

Year Saleable Crop Endedon InMillion Kgs.

31.3.2014 7.77

31.3.2013 6.46

31.3.2012 7.51

31.3.2011 7.05

31.3.2010 7.22

Sales

Proceeds from sale of tea amounted to Rs. 13903.30 Lakhs for the year under review as against Rs. 11854.90 Lakhs in the previous year.

Quality

Your Company continues in its focus in the production of its own leaf to ensure Quality product. The manufacture of Quality teas has been maintained through implementation of best suited agricultural practices.

Your Directors continue to recognise the attributes of Tea as a Health Drink. All Tea Estates of your Company continue to be participants of the Ethical Tea Partnership Programme ( ETP) of U.K., with a view to provide reassurance that teas of your Company are produced in a socially responsible way. Your Company also continues to lay emphasis on the critical issues of Maximum (Permissible Chemicals) Residue Limits (MRLs) and ensures compliance with stringent international as well as Indian norms at all its estates.

Directors'' Report (Continued)

Exports

Exports for the year was Rs. 679.57 Lakhs as against Rs. 374.55 Lakhs for the previous year.

Employees'' Welfare

The Company continued in its emphasis to maintain and promote various welfare measures at the plantations .The Company envisions human resource development as integral to its long term sustainability and success, to which end it continues its efforts for human resource development for employees at various levels. Welfare Week Programmes continued to be carried out in all the Company''s tea estates as part of its efforts to improve the quality of life of the Company''s most valuable assets i.e. its employees and their families.

Personnel

Your Directors record their appreciation for contribution and co-operation of employees at all levels.

Industrial relations with employees remained cordial and satisfactory during the year under review. Your Directors are happy to place on record their sincere appreciation to all employees for their unstinted efforts and contribution.

Prospects

In spite of unfavourable weather conditions in the beginning of the current year impacting production, your Company''s teas continue to receive remunerative prices on account of consistent Quality which with likely improvement in weather conditions is expected to result in improved performance again this year.

SHAREHOLDERS

With a view to continuing investment in its estates for sustainable development and improvement and with an eye on consolidation, your Directors have considered not to declare any dividend for the year under review.

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are given in Annexure ''A''.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Conservation of Energy

Information pertaining to conservation of energy as required under Section 217(1)(e) of the

Directors'' Report (Continued)

Companies Act, 1956, including Form A specified under the above Rules, is given in Annexure ''B''.

Technology Absorption

Information pertaining to technology absorption in Form B specified under the above Rules is also given in Annexure ''B''.

Foreign Exchange Earning & Outgo

Activities relating to exports : The Company continues to pursue its activities in exporting teas to UK, Germany, Netherlands, U.S.A, Pakistan and the Middle East.

Initiatives taken to increase exports : Your Company continues with its focus on quality in its endeavour to cater to quality conscious markets for its teas.

Your Company''s Integrated Management Policy relating to pesticides, fertilizers and other agro inputs in conformity with both domestic and global norms continues as before.

All estates of your Company continue to be participants of the Ethical Tea Partnership Programme of U.K.

Development of new export markets for products and services: Your Company has initiated steps to explore new markets in addition to developing existing ones.

Export plans : Your Company continues in its efforts with a view to increasing its exports to existing buyer countries as well as to explore new countries where exports could be effected in future.

Total Foreign Exchange - Earned (Gross) : Rs. 715.88 Lakhs

- Used : Rs.15.01 Lakhs

CORPORATE GOVERNANCE

In compliance with the disclosures required under the said Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is provided in Annexure ''C''.

The Report on Corporate Governance as required under the aforesaid Clause is also provided in Annexure ''D'' to this Report, together with the Declaration affirming compliance with the Code of Conduct of the Company and Auditors'' Certificate on compliance with the conditions of Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

(Pursuant to Section 217 (2AA) of the Companies Act, 1956)

Your Directors confirm that the items of Directors'' Responsibility Statement given below have long been practised in course of running of the Company. However, as a means of adequate compliance of the statutory requirements the Directors re-assert that :

Directors'' Report (Continued)

(i) The Accounting Standards as applicable to your Company and corroborated by the Companies Act, 1956 and the Companies Act, 2013 to the extent applicable have been followed in course of preparation of the Annual Accounts for the year ended 31st March, 2014 and there has been no material departure to warrant further explanation.

(ii) In keeping with the Company''s practices, accounting policies have been followed in course of the Annual Accounts for the year ended 31st March, 2014, so as to exhibit a true and fair view of the state of affairs of the Company and of the profit for that period as have also been certified by the Statutory Auditors of the Company.

(iii) The Statutory Auditors'' Report does confirm in regard to adequate controls and internal audit systems being followed by the Company in course of running its affairs as also for maintenance of its assets. Your Directors take every caution to relate such control measures to the benefit of the Company and with a view to prevent any fraud or irregularities to creep in.

(iv) The Annual Accounts of the Company for the year ended 31st March, 2014 have been prepared on a going concern basis as hitherto.

COMMITTEES

Corporate Social Responsibility Committee

During the year a Corporate Social Responsibility Committee was constituted consisting of Mr. S. Bhoopal as Chairman and Mr. N. Dutta, Mr. Vinay K. Goenka and Mr. S. K. Ghosh as Members for the purpose of, inter alia, formulating the Corporate Social Responsibility Policy indicating the activities to be undertaken by your Company, recommend the amount of expenditure to be incurred on such activities and monitoring the Corporate Responsibility Policy of your Company from time to time in line with the Companies Act, 2013.

Nomination and Remuneration Committee

The Remuneration Committee was reconstituted as Nomination and Remuneration Committee to carry out the additional requirements as required in terms of Section 178 of the Companies Act, 2013.

Stakeholders'' Relationship Committee

The Shareholders'' Grievance and Share Transfer Committee was reconstituted as Stakeholders'' Relationship Committee in line with the requirements of Companies Act, 2013.

Audit Committee

The Terms of Reference of the Audit Committee was enlarged in line with Section 177 of the Companies Act, 2013 and also to include Vigil Mechanism as contemplated under that Act.

Directors'' Report (Continued)

DIRECTORATE

In accordance with the Articles of Association of the Company Mr. Vinay K. Goenka retires by rotation and being eligible has offered himself for reappointment.

Mrs. Anup Kaur Bindra and Mr. Lalit Halwasiya were appointed as Additional Directors with effect from 29th May, 2014. They vacate office at the forthcoming Annual General Meeting or the last date on which the Annual General Meeting should be held whichever is earlier. Necessary notices have been received from a Member of the Company under Section 160 of the Companies Act, 2013 signifying his intention to propose the appointments of Mrs. Bindra and Mr. Halwasiya as Directors of the Company. As Mrs. Bindra and Mr. Halwasiya are Independent Directors, approval of the shareholders is also being sought for their appointment for a period of five years. Mr. C. K. Dhanuka and Mr. D. P. Jindal resigned as Directors with effect from 29th May, 2014. The Directors place on record their appreciation for the services rendered by them during their tenure as Directors. Mr. Vinay K. Goenka was redesignated Chairman of your Company subject to approval of the shareholders with effect from 29th May, 2014.

Mr. N. G. Khaitan, Mr. S. Bhoopal and Mr. N. Dutta are Independent Directors, and necessary approvals by the shareholders at the forthcoming Annual General Meeting are being sought for their continuance as Independent Directors for a period of five years upto 31st March, 2019 in consonance with the Companies Act, 2013.

AUDITORS

Messrs B. M. Chatrath & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for reappointment.

During the year under review Messrs Shome & Banerjee, Cost Accountants were re-appointed with the approval of the Central Government for audit of Cost Accounts maintained by the Company in respect of Plantation Products for the year ended 31st March, 2014.

Vinay K. Goenka Chairman

Kolkata 29th May, 2014


Mar 31, 2012

The Directors have pleasure in presenting their Thirty-fifth Annual Report to the Members together with the Audited Accounts for the year ended 31st March, 2012 :

FINANCIAL RESULTS

Current Year Previous Year (Rs. in lakhs) (Rs. in lakhs)

Profit before Depreciation and Taxation 1875.99 4110.48

Less: Depreciation and Amortisation 954.13 933.27

Profit before Taxation 921.86 3177.21

Provision/(Credit) for Corporate Taxation

Current Tax 625.52 1150.64

Deferred Tax (332.24) (35.18)

Profit for the period from Continuing Operations 628.58 2061.75

Loss from Discontinuing Operations (47.84) (1.98)

Tax Expense of Discontinuing Operations (15.52) (0.64)

Loss from Discontinuing Operations (After Tax) (32.32) (1.34)

Profit for the Year 596.26 2060.41

Balance brought forward from Previous Year 6553.28 4492.87

Balance carried to Balance Sheet 7149.54 6553.28

AUDITORS'' REPORT

During the year under review, Messrs B. M. Chatrath & Co. along with Messrs Singhi & Co. have been appointed by the Members of the Company as Joint Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of Messrs Price Waterhouse in respect of the financial year 2011-12. The Joint Statutory Auditors have submitted their Report under Section 227 of the Companies Act, 1956 and the comments made by them in their Report have been adequately dealt with in the relative Notes to the Financial Statements which are self explanatory.

For the year ended 31st March, 2011 the Cost Audit in respect of the Company''s Tea operations had been completed by Messrs Shome and Banerjee, Cost Accountants. The Cost Audit Report had been submitted by the Cost Auditors to the appropriate Authorities on 26.09.2011, the due date of submission of which had been 27.09.2011.

ACCOUNTING POLICIES AND PROCEDURES

The major accounting policies as narrated in the Notes to the Financial Statements in Note 25 in conformity with the Accounting Standards which have been specified in the Companies Act, 1956 and the Rules framed thereunder as applicable to the Company have been followed as usual in course of preparing and presenting these Accounts.

Your Company continues to have an adequate internal audit system carried out by external firms of Chartered Accountants who submit their Reports upon completion of Audit for consideration by the Directors.

RESUME OF PERFORMANCE

Your Company achived total income of Rs. 21566.68 Lakhs this financial year as againstRs. 21236.87 Lakhs for the previous year ended on 31st March, 2011. The profits of your Comapny before providing for tax was Rs. 921.86 Lakhs as compared to the Rs. 3177.21 Lakhs in the last financial year ended on 31st March, 2011.

The Company''s operating businesses are organized and managed separately according to the nature of products and services. The Company had a separate smaller business segment denoted as Warren Travels, which has been closed down for commercial considerations with effect from close of business hours of 31st March, 2012, earned an income of Rs. 63.43 Lakhs during the year.

Crop

Your Company''s saleable crop was recorded at 14.71 Million Kgs. as compared to the previous year''s production of 14.27 Million Kgs.

Comparative Crop figures during the past five years are given below :

Year Saleable Crop Ended on In Million Kgs.

31.3.2012 14.71

31.3.2011 14.27

31.3.2010 14.10

31.3.2009 14.70

31.3.2008 14.32

Sales

Proceeds from sale of tea amounted to Rs. 20927.80 Lakhs for the year under review as against Rs. 20837.01 Lakhs in the previous year.

Quality

Your Company continues in its focus in the production of its own crop to ensure Quality product. The manufacture of quality teas has been maintained through implementation of best suited agricultural practices.

Your Directors continue to recognise the attributes of Tea as a Health Drink. All fourteen Tea Estates of your Company continue to be HACCP (Hazard Analysis of Critical Control Points) certified as well as being participants of the ETP ( Ethical Tea Partnership) Programme. Your Company also continues to lay emphasis on the critical issues of Maximum (Permissible Chemicals) Residue Limits (MRLs) and ensures compliance with stringent international as well as Indian standards at all its estates.

Exports

Your Directors are pleased to report that the exports for the year both in terms of quantity and value have been higher than that of the previous year.

Employees'' Welfare

The Company continued in its efforts to maintain and promote various welfare measure especially at the plantations. The Company envisions human resource development as integral to its long term sustainability and success, to which end it continues its efforts for human resource development for employees at various levels. Welfare Week Programmes continued to be carried out in all the Company''s tea estates as part of its efforts to improve the quality of life of the Company''s most valuable assets i.e. its employees and their families.

Personnel

Your Directors record their appreciation for contribution and co-operation of all the employees.

Industrial relations with employees remained cordial and satisfactory during the year under review, in Assam and Kolkata. Your Directors are happy to place on record their sincere appreciation to all employees for their unstinted efforts and contribution.

Legal proceedings

During the year a suit had been filed by certain parties in the Hon''ble High Court at Calcutta against the Company and others claiming reliefs detailed therein. Some of these complainants as well as others also initiated proceedings before the Hon''ble Company Law Board, Kolkata Bench against the Company and/ or others. However, most of these proceedings have since been withdrawn.

Scheme of Arrangement

During the year the Board of Directors had approved in principle the demerger of Balijan (H), Deamoolie, Dhoedaam, Rajah Alli, Tippuk, Thowra & Zaloni tea estates of the Company to another company. Subsequent to the year end, the Board approved the draft Scheme of Arrangement for the aforesaid demerger between the Company and Dashabhooja Mercantile & Tourism Private Limited and their respective shareholders and necessary steps for the same have subsequently been underway.

Prospects

During the current year your Company''s teas have received favourable prices but the substantial shortfall in the volume of green leaf cultivated would naturally affect performance adversely. Such shortfall, which is prevalent across most of the country, can only be attributed to vagaries of climatic conditions upon which the agro industry is essentially dependent.

SHAREHOLDERS

With a view to continuing investment in its estates for sustainable development and improvement and also with an eye to substantial reduced output in the current year, your Directors have considered it prudent not to declare any dividend for the year under review.

ISSUE OF BONUS SHARES AND ALLIED MATTERS

With a view to complying with the requirements of Clause 40A of the Listing Agreement with the Stock Exchanges to raise public shareholding of the Company to not less than 25%, your Directors have recomended issue of bonus shares only to the public shareholders in the ratio of Seven Equity Shares for every Ten Equity Shares of the Company. Necessary steps are being taken to give effect to the same, including obtaining approval of the Shareholders as also for amendment of the Articles of Association of the Company.

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are annexed.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Conservation of Energy

Information pertaining to conservation of energy as required under Section 217(1)(e) of the Companies Act, 1956, including Form A specified under the above Rules, is given in Annexure ''A''.

Technology Absorption

Information pertaining to technology absorption in Form B specified under the above Rules is also given in Annexure ''A''.

Foreign Exchange Earning & Outgo

Activities relating to exports : The Company continues to pursue its activities in exporting teas to UK, Germany, Netherlands, U.S.A, Pakistan and the Middle East.

Initiatives taken to increase exports : Your Company continues with its focus on quality in its endeavour to cater to quality conscious markets for CTC teas.

Your Company''s Integrated Management Policy relating to pesticides, fertilizers and other agro inputs in conformity with both domestic and global norms continues as before.

All fourteen estates of your Company continue to be HACCP certified as well as being participants of the Ethical Tea Partnership Programme.

Development of new export markets for products and services: Your Company has initiated steps to explore new markets in addition to developing existing ones.

Export plans: Your Company continues in its efforts with a view to increasing its exports to existing buyer countries as well as to explore new countries where exports could be effected in future.

Total Foreign Exchange

— Earned (Gross): Rs. 1045.10 Lakhs

— Used : Rs. 21.64 Lakhs

CORPORATE GOVERNANCE

In compliance with the disclosures required under the said Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is provided in Annexure ''B''.

The Report on Corporate Governance as required under the aforesaid Clause is also provided in Annexure ''C'' to this Report, together with the Declaration affirming compliance with the Code of Conduct of the Company and Auditors'' Certificate on Compliance with the conditions of Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

(Pursuant to Section 217 (2AA) of the Companies Act, 1956)

Your Directors confirm that the items of Directors'' Responsibility Statement given below have long been practised in course of running of the Company. However, as a means of adequate compliance of the statutory requirements the Directors re-assert that:

(i) The Accounting Standards as applicable to your Company and corroborated by the Companies Act, 1956 have been followed in course of preparation of the Annual Accounts for the year ended 31st March, 2012 and there has been no material departure to warrant further explanation.

(ii) In keeping with the Company''s practices, accounting policies have been followed in course of the Annual Accounts for the year ended 31st March, 2012, so as to exhibit a true and fair view of the state of affairs of the Company and of the profit for that period as have also been certified by the Statutory Auditors of the Company.

(iii) The Statutory Auditors'' Report does confirm in regard to adequate controls and internal audit systems being followed by the Company in course of running its affairs as also for maintenance of its assets. Your Directors take every caution to relate such control measures to the benefit of the Company and with a view to prevent any fraud or irregularities to creep in.

(iv) The Annual Accounts of the Company for the year ended 31st March, 2012 have been prepared on a going concern basis as hitherto.

DIRECTORATE

During the year under review Mr. S. Agarwalla, Mr. M. M. Burman, Mr. G. Goenka and Mr. N. K. Sharma were appointed as Additional Directors with effect from 9th September, 2011 all of whom resigned with effect from 16th February, 2012. Mr. R. Agarwalla who was appointed as Additional Director with effect from 16th February, 2012 resigned with effect from 16th March, 2012. Mr. R. Kidwai who was appointed as Joint Managing Director with effect from 16th March, 2012 resigned with effect from 30th November, 2012. Mr. P. K. Bose and Dr. S. Sarma also resigned as Directors of the Company with effect from 16th February, 2012. Your Directors place on record their appreciation for the services rendered by each of the aforesaid persons during their tenure as Directors of the Company.

Mr. C. K. Dhanuka, Mr. P. K. Khaitan, Mr. Akhil Kumar Ruia and Mr. Ankit Govind Ruia were appointed as Additional Directors with effect from 16th February, 2012. Mr. C. K. Dhanuka was appointed as Chairman and Mr. P. K. Khaitan was appointed as Vice Chairman pursuant to the Articles of Association of the Company. All of them vacate office at the forthcoming Annual General Meeting and necessary Notices have been received from certain members under Section 257 of the Companies Act, 1956 signifying their intention to propose the appointments of Mr. C. K. Dhanuka, Mr. P. K. Khaitan, Mr. Akhil Kumar Ruia and Mr. Ankit Govind Ruia as Directors of the Company.

Mr. G. S. Sodhi was appointed as an Additional Director of the Company with effect from 30th November, 2012. He vacates office at the forthcoming Annual General Meeting and necessary Notice has been received from a certain member under Section 257 of the Companies Act, 1956 signifying his intention to propose the appointment of Mr. G. S. Sodhi as a Director of the Company.

In accordance with the Articles of Association of the Company Mr. S. K. Ghosh retires by rotation and being eligible has offered himself for reappointment.

The approval of the Members is being sought at the forthcoming Annual General Meeting for the appointment and remuneration payable to Mr. R. Kidwai as Joint Managing Director from 16th March, 2012 to 30th November, 2012.

Mr. Akhil Kumar Ruia and Mr. Ankit Govind Ruia were also appointed as Whole-time Directors of the Company for a period of one year with effect from 7th August, 2012 subject to approval of the Central Government. Approval of the Members is being sought at the forthcoming Annual General Meeting for the appointments and remuneration payable to Mr. Akhil Kumar Ruia and Mr. Ankit Govind Ruia.

Mr. G. S. Sodhi was appointed as Joint Managing Director of the Company for the period of one year with effect from 30th November, 2012. The approval of the Members is being sought at the forthcoming Annual General Meeting for the appointment and remuneration payable to Mr. G. S. Sodhi as Joint Managing Director.

Consequent on changes on the Board, membership of various Committees also underwent changes as follows :

With effect from 16th February, 2012 the Audit Committee was reconstituted with Mr. C. K. Dhanuka as Chairman and Mr. S. Bhoopal and Mr. R. Agarwalla as Members. Consequent on resignation of Mr. R. Agarwalla as a Director of the Company, his place was taken by Mr. R. Kidwai in the Audit Committee with effect from 16th March, 2012. Consequent on Mr. Kidwai''s resignation as a Director of the Company, his place in the Audit Committee was taken by Mr G. S. Sodhi with effect from 30th November, 2012.

The Remuneration Committee was reconstituted with Mr. C. K. Dhanuka as Chairman and Mr. S. Bhoopal and Mr. Ankit Govind Ruia as Members with effect from 6th March, 2012.

The Shareholders'' Grievance and Share Transfer Committee was reconstituted with Mr. C. K. Dhanuka as Chairman and Mr.S.Bhoopal and Mr. Akhil Kumar Ruia as Members with effect from 6th March, 2012.

AUDITORS

During the year under review, Messrs B. M. Chatrath & Co., Chartered Accountants and Messrs Singhi &Co., Chartered Accountants have been appointed as Joint Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of Messrs Price Waterhouse in respect of the financial year 2011-12 to hold office until the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

During the year under review Messrs Shome & Banerjee, Cost Accountants were re-appointed with the approval of the Central Government for audit of Cost Accounts maintained by the Company in respect of Plantation Products for the year ended 31st March, 2012.

Kolkata S. K. Ghosh G. S. Sodhi

30th January, 2013 Managing Director Jt. Managing Director


Mar 31, 2010

The Directors have pleasure in presenting their Thirty-third Annual Report to the Members together with the Audited. Accounts for the year ended 31st March, 2010 :

FINANCIAL RESULTS

Current Year Previous Year

(Rs. in 000s) (Rs. in 000s)

Profit before Depreciation and Taxation 429823 259314

Less: Depreciation and Amortisation 88301 82014

Profit before Taxation 341522 177300 Provision/(Credit) for CorporateTaxation

Current Tax 120000 27500

deferred Tax (1225) 964

Fringe Benefit Tax - 2500

Profit after Taxation 222747 146336

Balance brought forward from Previous Year 226540 80204

Balance carried to Balance Sheet 449287 226540

AUDITORS REPORT

The Branch Auditors of the Company, Messrs B. M. Chatrath A Co., in respect of Travels Division, have submitted their Audit Report to the Statutory Auditors, Messrs Price Waterhouse who have submitted their Report under Section 227 of the Companies Act, 1956 and the comments made by the Auditors in their Report have been adequately dealt with in the relative Notes on Accounts which are self explanatory.

For the year ended 31st March, 2009 the Cost Audit in respect of its Tea operations had been completed and the Cost Audit Report had been submitted by the Cost Auditors to the appropriate Authorities.

ACCOUNTING POLICIES AND PROCEDURES

The major accounting policies as narrated in the Notes on Accounts in Schedule 18 in conformity with the Accounting Standards which have been specified in the Companies Act, 1956 and the Rules framed thereunder as applicable to the Company have been followed as usual in course of preparing and presenting these Accounts.

Your Company continues to have an adequate internal audit system carried out by external firms of Chartered Accountants who submit their Reports upon completion of Audit for consideration by the Directors.

RESUME OF PERFORMANCE

Your Directors view with satisfaction the performance of the Company for the year under review. The Company recorded improved profitability during 2009-10 with total income increasing to Rs 202.68 Crores compared with Rs. 170.62 Crores in the previous year. This considerable improvement is attributed to the significant increase in tea prices during the year ,both in India and in the export market and your Companys continued policy on producing a quality product able to attract better prices in the market.Such improvement has been in spite of lower harvest as well as significant increase in all input costs including substantial rise in employee related expenses arising from revised Industry-wide Agreements being put in place.

The Companys operating businesses are organized and managed separately according to the nature of products and services. The Company has a separate smaller business segment denoted as Warren Travels, which earned an income of Rs.0.49 Crores during the year.

Crop

Your Companys saleable crop was recorded at 14.10 Million Kgs. as compared to the previous years production of 14.70 Million Kgs.

Comparative Crop figures during the past five years are given below :

Year Saleable Crop.

Ended on In Million Kgs.

31.3.2010 14.10

31.3.2009 14.70

31.3.2008 14.32

31.3.2007 15.17

31.3.2006 15.23

Sales

Gross Turnover increased from Rs. 168.16 Crores to Rs. 198.74 Crores. Firmer prices due to higher domestic consumption with low carry over stock and continued emphasis on quality were the key factors for the higher Turnover during the year under review.

Quality

Your Company continues to concentrate on quality and manufacture green leaf grown only on its own estates, the strict adherence to this policy continuing to benefit your Company in price realisations. The manufacture of quality teas which commanded a premium both in the domestic as well as international markets, has been maintained through implementation of optimum agricultural practices and this continues to be the focus of the Management.

Your Directors continue to recognise the attributes of Tea as a Health Drink. All fourteen Tea Estates of your Company continue to be HACCP (Hazard Analysis of Critical Control Points) certified as well as being participants of the ETP ( Ethical Tea Partnership) Programme. Your Company also continues to lay emphasis on the critical issues of Maximum (Permissible Chemicals) Residue Limits (MRLs)and ensures compliance with stringent international as well as Indian standards at all its estates.

Exports

The year under review saw a thrust in exports when 14.81 Lac kgs were exported at gross value of Rs.24.75 Crores as compared to Rs. 17.25 Crores in 2009.

Employees Welfare

Your Company acknowledges that its strength lies in its people, and is conscious of the responsibilities towards improvement in welfare measures particularly at the plantations. It is sensitive to the environment in which it operates and is conscious of its social responsibilities .It has continued with its programmes for overall development in the fields of education,culture and welfare activities and to improve the general standard of living in and around the tea estates of the Company.

During the year under review, Welfare Week Programmes were carried out in all the fourteen tea estates of the Company. The programmes were on employees welfare with focus on issues like health, hygiene, education, savings and on negative effects of alcoholism, absenteeism, unhealthy and unsocial practices, all of which affect the lives of the workers and their families. The employees were reassured of their being an integral part of the Company as its most valuable asset and the Company is always concerned about their welfare.

Personnel

One of your Companys key strengths is its people. Industrial relations with employees remained cordial ,harmonious,peaceful and satisfactory during the year under review, at all levels in Assam and Kolkata. Your Board would like to place on record its sincere appreciation to all employees for their sincere and dedicated services at all levels and for the smooth functioning of the estates without which the improved performance for the year would not have been possible.

Prospects

The financial results for the year were very encouraging and vindicated your Companys efforts. Your Company will continue to focus on both development and expansion of markets in a highly competitive environment to secure growth and to sustain improvement, particularly in its tea operations. For the purpose, your Company has plans to carry out several activities,

particularly in the plantations, over the next few years. In its endeavor to sustain improvement of quality and quantity, your Company continues with its emphasis on uprooting and replanting. As additional land for extension planting continues to be unavailable reduction in crop in short to medium term is unavoidable; work relating to renovation of factories as well as improvement of infrastructure facilities in the estates also continues together with preventive work for flood protection to combat erosion of land and consequential loss of tea bushes . Moreover, the full impact of the revised Industry-wide Agreements and levies would be felt only from the year 2010-11. To cater to all such requirements, your Companys resources are being necessarily ploughed back in its plantations with an eye to long term benefits for your Company and its shareholders.

RETURNS TO SHAREHOLDERS

From a long term perspective of improved yield and productivity ,your Company needs to carry on with its programme of continued investment in its estates. Thus,keeping the long term welfare of your Company and its Shareholders in mind , your Directors have considered it prudent to conserve benefits for the time being and therefore ,though your Company earned profits in the year under review, it has been considered judicious by your Directors not to recommend a dividend for the year.

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are annexed.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Conservation of Energy

Information pertaining to conservation of energy as required under Section 217(l)(e) of the Companies Act, 1956, including Form A specified under the above Rules, is given in Annexure A.

Technology Absorption

Information pertaining to technology absorption in Form B specified under the above Rules is also given in Annexure A.

Foreign Exchange Earning & Outgo

Activities relating to exports: The Company continues to pursue its activities in exporting teas to UK, Germany, Netherlands, U.S.A. Pakistan, and the Middle East. New customers in different countries have been added to the existing overseas buyers portfolio during the year under review.

Initiatives taken to increase exports : Your Company continues with its focus on quality in its endeavour to cater to quality conscious markets for both Orthodox and CTC teas.

Your Companys Integrated Management Policy relating to Pesticides, Fertilizers and other Agro inputs in conformity with both domestic and global norms continues as before.

All fourteen estates of your Company continue to be HACCP certified as well as being participants of the Ethical Tea Partnership Programme.

Development of new export markets for products and services: Your Company has initiated steps to explore new markets in addition to developing existing ones.

Export plans : Your Company continues in its efforts with a view to increasing its exports to existing buyer countries as well as to explore new countries where exports could be effected in future.

Total Foreign Exchange - Earned (Gross) : Rs. 24.61 Crores - Used : Rs. 0.35 Crores

CORPORATE GOVERNANCE

In compliance with the disclosures required under the said Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is provided in Annexure B.

The Report on Corporate Governance as required under the aforesaid Clause is also provided in Annexure C to this Report, together with the Declaration affirming compliance with the Code of Conduct of the Company and Auditors Certificate on Compliance with the conditions of Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT (Pursuant to Section 217 (2AA) of the Companies Act, 1956)

Your Directors confirm that the items of Directors Responsibility Statement given below have long been practised in course of running of the Company. However, as a means of adequate compliance of the statutory requirements the Board re-asserts that:

(i) The Accounting Standards as applicable to your Company and corroborated by the Companies Act, 1956 have been followed in course of preparation of the Annual Accounts for the year ended 31st March, 2010 and there has been no material departure to warrant further explanation.

(ii) In keeping with the Companys practices, accounting policies have been followed in course of the Annual Accounts for the year ended 31st March, 2010, so as to exhibit a true and fair view of the state of affairs of the Company and of the profit for that period as have also been certified by the Statutory Auditors of the Company.

(iii) The Statutory Auditors Report does confirm in regard to adequate controls and internal audit systems being followed by the Company in course of running its affairs as also for maintenance of its assets. Your Directors take every caution to relate such control measures to the benefit of the Company and with a view to prevent any fraud or irregularities to creep in.

(iv) The Annual Accounts of the Company for the year ended 31st March, 2010 have been prepared on a going concern basis as hitherto.

DIRECTORATE

In accordance with Article 99 of the Articles of Association of the Company, Mr. A. K. Ruia and Dr. S. Sarma retire by rotation and being eligible, offer themselves for reappointment.

AUDITORS

Messrs Price Waterhouse and Messrs B. M. Chatrath & Co., Chartered Accountants, Auditors and Branch Auditors respectively retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

During the year under review Messrs. Shome & Banerjee, Cost Accountants were re-appointed with the approval of the Central Government for audit of Cost Accounts maintained by the Company in respect of Plantation Products for the year ended 31st March, 2010.

Vinay K. Goenka

S. K. Ghosh

P. K. Bose

S.Bhoopal

N. Dutta

Kolkata S. Sarma

27th May, 2010 Directors

 
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