Mar 31, 2014
Dear Members,
The Directors present their 145th Annual Report and the Audited
Accounts of the Company for the year ended 31st March 2014.
FINANCIAL RESULTS
Particulars For the year For the Year
ended ended
31st March 2014 31st March 2013
Rs. Rs.
Profit/ (Loss) before depreciation (8,05,822) (17,14,875)
Provision for depreciation (29,64,270) (13,78,695)
Profit/ (Loss) after depreciation (37,70,092) (30,93,570)
Provision for Taxation - -
Profit / (Loss) after tax (37,70,092) (30,93,570)
Add:(Loss) Brought forward from
previous year (12,33,64,010) (12,02,70,440)
Transfer to Balance Sheet (12,71,34,102) (12,33,64,010)
Profit available for appropriation NIL NIL
DIVIDEND
Since your Company has incurred loss this year and in view of
accumulated losses, your Directors regret their inability to recommend
any dividend for the year ended 31st March,2014.
Review of Operations
CROP & MADE TEA
Your directors report that during the year ,your company has produced
17,46,984 kgs of green leaf as compared to previous year green leaf
production of 19,16,325 kgs , resulting in a considerable fall of
169341 kgs due to the reason that there has been erratic climate and
undistributed rain in the year that had caused fall in green leaf
production against budgeted production of 20,00,000 kgs. Your company
has however managed and inducted huge amount of private funds as well
internal accruals in the operation to reap full production of tea made
during the year ,and has been continuing payments of old statutory
dues. Moreover, there has been a huge capital investment amounting Rs
25,49,221/-in machineries and others this year too as you were aware
that your company has been trying come out of both financial crunch and
dirt of earlier years of non - operations.
This year your company has made 4,04,456 kgs of tea as compared to
2,45,076 kgs in the previous year so as to reap reasonable margins on
sale of its tea product in this competitive domestic and international
market. This has assisted your company to meet payment of old statutory
dues and meeting increasing labour payments , amenities to employees
and garden overheads .
During the current season, it is our endeavor that the company''s tea
production activities should be continued at full swing in order to
reap reasonable margins on sale of its tea product in this competitive
domestic market .
PERFORMANCE
Your Directors report that the Company has incurred net loss of
Rs.37,70,092/- (Previous year Rs.30,93,570/- which includes loss
Rs.25,64,320/- on sale of shares) during the year, resulting in
continuous erosion in net worth of the company. The company has written
back liabilities amounting Rs.42,07,132/- during the year, though there
has been no sundry balances written off in the statement of account.
However , your company has repaid the persisting Tea Board loan of Rs.
28,03,031/- and have received Subsidy on plantations amounting
Rs.15,89,891/- during the year and have been able to register their
entitlements of subsidy on plantation for future periods too . The
losses in tea business as compared to last year has been recorded on
account of considerable decrease in production of green leaf..
FUTURE PROSPECTS
Your Directors observe that there has been considerable ups and downs
in demand of tea in the domestic market as well as in overseas markets
in the present year. As you are aware ,your company has been
endeavoring to come out completely from unfavourable financial
situation and persisting circumstances at the garden due to continued
losses on account of erratic climate and undistributed rain that has
been causing lower production of green leaf against the estimations for
the current year too, and this has been causing in lower production of
tea made although there has been higher margin on sale of tea made
during the current period in the domestic market . Under the
circumstances, the Company is taking adequate steps timely for manuring
the garden and also taking reasonable repairs works of machineries and
factory buildings in anticipation that the company would improve
production of green leaf yielding tea made production with improvement
in quality of tea. It is visualized that your company would be able to
reap good margins on made tea in the current season.
Despite the prevailing situation, your company is contemplating to
achieve positive results in the current year provided there would have
been coverage for loss of production of green leaf in the remaining
period as per the estimations and the company is taking steps in
cementing its position in the market with its quality of tea product
and better realization.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act 1956, the Board of
Directors hereby state that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and there have been no material
departure.
(b) it has 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 as at 31 March ,2014 and of the loss of the Company for the
financial year ended on that.
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities; and.
(d) the Directors have prepared the annual accounts on a going concern
basis.
DIRECTORS
The Board of Directors comprises of 4 ( Four ) directors and confirms
that it has the required number of Independent Directors as envisaged
under Section 149(4) of the Act.
Mr. C.P.Poddar retires at the ensuing Annual General Meeting ,and being
eligible, offers himself for re-appointment.
The Companies Act , 2013 ( "the Act" ) provides for appointment of
independent Directors . Section 149 of the Act ( effective from April
1,2014 ) provide that independent Directors shall not hold office for
more than two consecutive terms of upto five years each provided that
the Director is re-appointed by passing a special resolution on
completion of his first term . Independent Directors are no longer to
retire by rotation . Further as per explanation provided under Section
149 of the Act , any term of an Independent Director on the date of
commencement of this Section , i.e. April ,1,2014 shall not be counted
as a term Accordingly, The Board of Directors in its meeting held on
26th May , 2014 has proposed the appointment of Mr. Naresh Shah as
Independent Director of the Company to hold office for a term upto
March 31, 2019 , subject to the approval of the members.
The Company has received declaration from the Independent Director of
the Company confirming that he meets with the criteria of Independence
as prescribed under Section 149 ( 6) of the Companies Act , 2013 and
under Clause 49 of the Listing Agreement with Stock Exchange.
Appropriate Resolution is being proposed at the ensuing Annual General
Meeting to appoint him for a term upto five years as contemplated under
Section 149(10) of the Act.
Mr. Harsh Kumar Bajoria, the Managing Director of the company, has
informed that in view of continued losses and persisting financial
shortage even in the year, he has forgone his basic remuneration for
the year and has decided to continue rendering his services as Managing
Director as he had so been rending in earlier years even without
remuneration.
The company took on record the appreciation of services rendered by Mr.
Harsh Kumar Bajoria during the year and his continued support. However,
renewal of the letter of appointment and remuneration of Mr. Harsh
Kumar Bajoria as Managing director of the company and the requisites
compliances in this regard with the Registrar of Companies, West
Bengal, are pending
AUDITORS REPORT
The Notes on Financial Statements referred to in the Auditors ''Report
are self explanatory and need no further explanations in this regard.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
A separate Report on ''Corporate Governance'' along with Auditor''s
Certificate on its compliance and "Management Discussion & Analysis"
are annexed hereto.
AUDITORS
The Board , on recommendations of the Audit Committee , has proposed
that M/s Gora & Company, Chartered Accountants, who retires at the
conclusion of the forthcoming Annual General Meeting, be re appointed
as Statutory Auditors of the Company , to hold office for a period of 3
years from the conclusion of this Annual general Meeting till the
conclusion of 148th Annual General Meeting 2017 ( " AGM" ) , subject to
ratification by members at every AGM held after the ensuing AGM . M/S
Gora & Company , Chartered Accountants have signified their consent in
writing for such appointment along with a certificate stating that
their appointment , if made , shall be in accordance with Section 139
read with Section 141 of the Companies Act 2013.and however, there is a
confirmation from them that they are not covered with the ongoing cycle
of the peer review process as required by the "Statement on Peer
Review" issued by The Institute of Chartered Accountants of India.
CASH FLOW ANALYSIS
The Cash Flow Statement for the year under review in terms of the
Listing Agreement with the Bombay Stock Exchange i.e. BSE is annexed.
ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
The information required under Section 217(1) (e) of the Companies Act
read with Companies (Disclosure of particulars in the report of Board
of Directors) Rules 1988 are set out in an annexure hereto forming part
of the report. There were no foreign exchange earnings but outgo during
the year under review and the same are stated in Statement of Profit &
Loss.
PARTICULARS OF EMPLOYEES
Particulars as required under Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 (as
amended) are not given, as no employee of the Company falls under the
prescribed category.
DEPOSITORY SYSTEM
The Company''s equity shares are listed on the Regional Stock Exchanges
at Bombay and, Kolkata, for transactions of shares in demat form. The
shares of the company are tradable in demat form. The company has
regularly been meeting the compliances with the Exchange. It is stated
that such action has boosted the shareholders confidence. The listing
Fees for the Financial year 2014-15 to BSE have not been paid. However,
the trading of shares in the company is suspended at Calcutta Stock
Exchange.
INDUSTRIAL RELATION
During the year under review, your Company has been maintaining cordial
and mutually helpful relationship with its employees. The Board takes
on the records its deep appreciation of the co- operation and support
extended by employees at all levels and looks forward to their total
involvement and in pertaining the overall improvement of the Company.
APPRECIATION
Your Directors wish to place on record their appreciation for the
valuable and continued support received from the Government, lenders,
bankers , Share holders , Stock Exchanges and all other business
associates for the growth of the organization . Your Directors also
place on record their appreciation of the wholehearted support extended
by the employees & workers of the company.
For and on behalf of the Board
Kolkata
Date: 26.05.2014 HARSH KUMAR BAJORIA (DIN: 00893180)
Managing Director
Mar 31, 2013
The Directors present their 144th Annual Report and the Audited
Accounts of the Company for the year ended 31st March 2013.
FINANCIAL RESULTS
Particulars For the year ended For the Year ended
31st March 2013 31st March 2012
Rs. Rs.
Profit/(Loss) before
depreciation (17,14,875) (7,33,948)
Provision for depreciation (13,78,695) (5,01,875)
Profit/(Loss) after depreciation (30,93,570) (12,35,823)
Provision for Taxation -------- ---------
Profit/(Loss) after tax (30,93,570) (12,35,823)
(Loss) Brought forward from
previous year (12,02,70,440) (11,90,34,617)
Transfer to Balance Sheet (12,33,64,010) (12,02,70,440)
Profit available for appropriation NIL NIL
DIVIDEND
In view of accumulated losses, no dividend is recommended for the
Financial Year.
CROP & MADE TEA
Your directors report that since last five years, the company had not
been producing made tea due to acute shortage of working capital fund
in the garden, and had been selling the entire green leaf production
over the years due to acute shortage of funds. During the year under
review, the company however, has managed to induct considerable amount
of funds in the operation from private parties & internal cash accruals
from green leaf operations. The company has re-stored electricity
supply from the Grid, the Assam Power Distribution Co. Ltd., Guwahati
after payment of huge electricity dues, payments of old statutory dues,
payments to suppliers, and has also made considerable amount of capital
investment in machineries in order to re- commence production of tea at
the factory.
As a result, with effect from 26Ih May, 2012, the company has
rejuvenated the operating system and re-started production of tea
although there has been continued sale of green leaf 8,90,275 kg during
the year as against 1,91,6325 kg production of green leaf, at
reasonable and realizable price for meeting funds requirements for
labour payments, amenities to employees and garden overheads.
During the current season, it is our endeavor that the company''s tea
production activities should be continued and carried out through out
the year so that the company could reap reasonable margins on sale of
its tea product in this competitive domestic as well as international
market.
PERFORMANCE
Your Directors report that the Company has incurred net loss of
Rs.30,93,5707- (Previous year Rs. 12,35,823/-) for the year which
includes loss Rs.25,64,320/- on sale of shares during the year. The
company has written back liabilities amounting Rs. 14,28,082/- during
the year, though there has been certain sundry balances written off
amounting Rs.6,87,164/- in the statement of account. The recovery of
losses in tea business as compared to last year has been registered on
account of increased production of green leaf by 48,686 kg. as compared
to last year''s production during the year though there had been erratic
climate and undistributed rain that had caused fall in green leaf
production against budgeted production of 21,00,000 kg for the year
under report. Against 10,26,050 kg of green leaf production, the
company has made 2,45,076 kgs. of tea during the year.
FUTURE PROSPECTS
Your Directors stipulate that there has been improvement in demand of
tea in the domestic market as well as in overseas markets in the
present year. However, the company has not come out completely from
unfavourable financial situation and persisting circumstances at the
garden due to continued losses. During the current season too, the
company has been facing erratic climate and undistributed rain that has
been causing lower production of green leaf against the estimations for
the year, resulting in lower production of tea made. The Company has
taken steps for manuring the garden and has taken repairs works of
machineries and factory buildings in anticipation that the company
would improve production of green leaf as well as tea made with
improvement in quality of tea. Under such circumstances, it is
visualized that your company would be able to reap good margins on made
tea in the current season.
As there has been continuous erosion in net worth of the company, the
company is however contemplating to show positive results in the
current season year provided there would have been favourable enhanced
production of green leaf against the estimations followed by the
company''s firm footing in the tea market with its quality of product
and better realization.
Your directors, to the best of their endeavors and the consultations,
are intending to revive the company''s operations in full swing, so that
there should be generation of considerable amount of internal accruals
from the operations and that may take the company out from the
persisting circumstances and situations.
DEPOSITORY SYSTEM
The Company''s equity shares are listed on the Regional Stock Exchanges
at Bombay and, Kolkata, for transactions of shares in demat form. The
shares of the company are tradable in demat form. During the year, the
amount paid to the Bombay Stock Exchange Ltd. for re-storation of
listing of the company''s shares, and to the Registrar, have been
charged to the statement of profit & loss account during the year under
review. The company has regularly been meeting the compliances with the
Exchange. It is stated that such action has boosted the shareholders
confidence. However, the trading of shares in the company is suspended
at Calcutta Stock Exchange.
INDUSTRIAL RELATION
During the year under review, your Company has been maintaining cordial
and mutually helpful relationship with its employees. The Board takes
on the records its deep appreciation of the co-operation and support
extended by employees at all levels and looks forward to their total
involvement and in pertaining the over all improvement of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act 1956, your Directors
state that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and there have been no material
departure.
(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 loss of the
Company for the year.
(c) 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; and.
(d) the Directors had prepared the annual accounts on the going concern
basis.
AUDITORS REPORT
The Notes on Financial Statements referred to in the Auditors ''Report
are self explanatory and need no further explanations in this regard.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
A separate Report on ''Corporate Governance'' along with Auditor''s
Certificate on its compliance and "Management Discussion & Analysis"
are annexed hereto.
DIRECTORS
Mr. Shalakya Bajoria retires at the ensuing Annual General Meeting and
being eligible offers himself for re-appointment.
Mr. Harsh Kumar Bajoria, the Managing Director of the company, has
informed that in view of continued losses and persisting financial
shortage even in the year, he has forgone his basic remuneration for
the year and has decided to continue rendering his services as Managing
Director as he had so been rending in earlier years even without
remuneration.
The company took on record the appreciation of services rendered Mr.
Harsh Kumar Bajoria during the year and his continued support. However,
renewal of the letter of appointment and remuneration of Mr. Harh
Kumar Bajoria as Managing director of the company and the requisites
compliances in this regard with the Registrar of Companies, West
Bengal, are pending
AUDITORS
M/s Goia & Company, Chartered Accountants, Statutory Auditor of the
company, retired at the forthcoming Annual General Meeting and offer
themselves for re- appointment at the remuneration to be mutually
agreed upon. The company has received letter from them to the effect
that their re-appointment, if made, would be within the prescribed
limits under section 224 (1B) of the Companies Act, 1956 and that they
are not disqualified for reappointment within the meaning of Section
226 of the Said Act together with a confirmation that they are not
covered with the ongoing cycle of the peer review process as required
by the "Statement on Peer Review" issued by The Institute of Chartered
Accountants of India.
CASH FLOW ANALYSIS
The Cash Flow Statement for the year under review in terms of the
Listing Agreement with the Bombay Stock Exchange i.e. BSE is annexed.
ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
The information required under Section 217(1) (e) of the Companies Act
read with Companies (Disclosure of particulars in the report of Board
of Directors) Rules 1988 are set out in an annexure hereto forming part
of the report. There were no foreign exchange earnings but outgo during
the year under review and the same are stated in Statement of Profit &
Loss.
PARTICULAR OF EMPLOYEES
Particulars as required under Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 (as
amended) are not given, as no employee of the Company falls under the
prescribed category.
APPRECIATION
Your Directors wish to place on record their appreciation of the
support, which the Company continues to receive from the Government,
lenders, bankers and business associates. Your Directors also place on
record their appreciation of the wholehearted support extended by the
shareholders and the employees & workers of the company. Kolkata
Date: 30.05.2013 HARSH KUMAR BAJORIA
Managing Director
Mar 31, 2012
The Directors present their 143rd Annual Report and the Audited
Accounts of the Company for the year ended 31st March 2012.
For the
year ended For the
Year ended
31st March 2012 31st March 2011
Rs. Rs.
Profit/(Loss) before
depreciation (7,33,948) (20,66,353)
Provision for depreciation (5,01,875) (4,82,782)
Profit/(Loss) after depreciation (12,35,823) (15,83,571)
Provision for Taxation
Profit /(Loss) after tax (12,35,823) (15,83,571)
(Loss) Brought forward
from previous year (11,90,34,617) (11,74,25,693)
Transfer to Balance Sheet (12,02,70,440) (11,90,34,617)
Profit available for
appropriation NIL NIL
MADE TEA & CROP
Your directors report that since the year 2007-08, the company has not
made production of made tea due to shortage of working capital fund in
the garden, and has been selling the entire green leaf production over
the years. Even during the year under review the company has sold
18,67,639 kgs as compared to sale of 19,27,087 kgs green leaf in the
previous year.
As the company has been able to make financial arrangements from
private parties and there has been internal cash accruals from green
leaf production operations, it has paid the huge electricity dues
during the year to Assam Power Distribution Company Limited, Guwahati
and has also been paying statutory old dues as well as current year
statutory dues. Moreover, the company has resolved, settled and paid
Central bank dues through the bankerÃs intermeditory agency and has
got its assets discharged from the said banker by way of making made
satisfaction of charges on its assets with concerned authorities.
As there has been no financial support from financial institutions for
working capital requirements coupled with lower green leaf production
compared to the production in last year, the company could not re -
start even during the current season 2012-13 till this date and has
been continuing to sell green leaf in the current season at realizable
price for meeting the increased labour payments, amenities to staff and
labour and other garden overheads costs.
During the current season, it is our endeavor that out of the internal
cash accruals and financial arrangement from parties, the company be
able to pay off the old statutory dues moderately and be able to reduce
suppliers liabilities too. Therefore, your company is contemplating to
re-enter and restart tea production during the current season. In order
to achieve so and as committed in previous year, the company has
incurred huge renovation & recommencing expenditures on both the fronts
repairs on machineries and repairs on factory buildings so that the tea
production activities in full swing could be commenced in the current
season and the company could start reaping reasonable margins on its
product in this competitive domestic as well as international market.
PERFORMANCE
Your Directors report that the Company has incurred net loss of
Rs12,35,823 (Previous year.15,83,571/-) for the year after receipts of
Rs. Nil (Previous Year Rs 4,70,672/-) on insurance services, as
compared to a net loss of Rs. 15,83, 571/- for the previous year. The
main reasons were erratic climate and undistributed rain that had
caused actual fall in green leaf production by 59,448 kgs as compared
to the last year production and considerable short fall against the
production estimations for the year under report, and the same are also
coupled with the reason that the company could reap marginal profit due
to non restoration of tea production during the year under review and
shortage of working fund requirements. By taking financial supports
from private parties, the company has been able to pay off the Central
Bank dues, and surplus arising against payments of such dues has been
appropriated in the statement of accounts. Out of non recovery of
outstanding sundry dues & advances given, Rs. 2,14,30,170/- (previous
year Rs. 92,45,387/-) were written off in the accounts during the year.
FUTURE PROSPECTS
Your Directors stipulate that there has been improvement in demand of
tea in the domestic market as well as in overseas markets in the
present year. However, the company has not been able to come out
completely of unfavourable financial situation and circumstances due to
continued losses and shortage of funds coupled with lower green leaf
production against the estimations due to erratic climate and
undistributed rain in the year. The Company has taken adequate steps
for manuring the gardens and has taken renovation and repairs works of
plant & machinery and factory buildings in anticipation that the
company would soon be re commencing its tea production in the current
season. Under such circumstances, it is visualized that your company
would be able to reap and avail adequate margins from made tea in the
current season.
As there had been continuous erosion in net worth of the company, the
company is however contemplating to show positive results in the
current season year provided there would have been favourable
production of green leaf against the estimations followed by the
companyÃs re- penetration in the tea made markets with its products.
Your directors, to the best of their efforts and the consultations,
have been able in restructuring and envisaging revivals and several
benefits for the interests of the company. In case there be financial
support from the banks & financial institutions, the companyÃs entire
revival at full swing could take place otherwise its rejuvenation at
full swing would be based upon internal accruals and this would be
needing time to come off from persisting situation .
DEPOSITORY SYSTEM
The CompanyÃs equity shares are listed on the Regional Stock
Exchanges at Bombay and, Kolkata, for transactions of shares in demat
form. The shares of the company are tradable in demat form. During the
year, the company paid off listing fees of the BSE Exchange for the
year and of the earlier years and renewed agreements with the Registrar
for Transfer of shares. The Company had carried out pending
compliances and has been continuously meeting the compliances with the
Exchange.
As the company had already filed application with BSE exchange for
withdrawal of suspension in trading of the companyÃs shares at the
Exchange, the company has been communicated by the Exchange vide its
letter dated 13.04.2012 in this regard and has sought payments for re
instatement charges Rs.15,44,950/-. pending final approval for
restoring trading of the companyÃs shares at the exchange, and it
would boost the shareholders confidence in the management. Your Company
re-offer transfer-cum-demat facility of shares to expedite the transfer
process.
INDUSTRIAL RELATION
During the year under review, your Company has been maintaining cordial
and mutually helpful relationship with its employees. The Board takes
on the records its deep appreciation of the co- operation and support
extended by employees at all levels and looks forward to their total
involvement and in pertaining the over all improvement of the Company.
PARTICULARS OF EMPLOYEES
The Company had no employee drawing more than Rs 24,00,000/-- per year
or Rs. 2,00,000/- per month during the year and as such the particulars
as required u/s 217(2A) of the Act are not required.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 217 of the Companies Act 1956, your Directors state
that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed and there have been no material
departure.
(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 loss of the
Company for the year.
(c) 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.
(d) The Directors had prepared the annual accounts on a going concern
basis.
DIRECTORS
Mr. C.P. Poddar retires at the ensuing Annual General Meeting and being
eligible offers himself for re-appointment.
Mr. Naresh Shah who has been appointed additional director of the
company in the Board meeting held on 07.10.2011 , retires at the
ensuring AG M and, being eligible , offers himself for re appointment .
Mr. Manroranj an Pal, director of the company, has resigned from the
Board with effect from 7th October, 2011 due to his personal reasons.
The Board took on record the appreciation of services rendered by Mr.
Pal during his association with Company.
Mr. Harsh Bajoria, the Managing Director of the company, has informed
that in view of continued losses and continuous financial shortage even
in the current year, he has forgone his basic remuneration for the year
and has decided to continue rendering his services as Managing Director
as he had so been rending in earlier years even without remuneration .
The company took on record the appreciation of services rendered Mr.
Harsh Bajoria during the year and his continued support. However, renewal
of the letter of appointment and remuneration of Mr. Harsh Kumar Bajoria
as Managing director of the company and the requisites compliances in
this regard with the Registrar of Companies, West Bengal, are pending
5) APPRECIATION
Your Directors wish to place on record their appreciation of the
support, which the Company continues to receive from the Government,
Bankers and business associates. Your Directors also place on record
their appreciation of the wholehearted support extended by the
shareholders and the employees & workers of the company.
For and on behalf of the Board
Kolkata H. K. Bajoria
The 24th May, 2012 Managing Director
Mar 31, 2011
The Directors present their 142nd Annual Report and the Audited
Statement of Accounts of the Company for the year ended 31st March
2011.
For the year ended For the Year ended
31st March 2011 31st March 2010
Rs. Rs.
Profit/(Loss) before
depreciation (20,66,353) (20,73,012)
Provision for depreciation (4,82,782) (11,79.584)
Profit/(Loss) after depreciation (15,83,571) (32,52,596)
Provision for Taxation
Profit /(Loss) after tax (15,83,571) (32,52,596)
(Loss) Brought forward from
previous year (11,74,25,693) (11,41,73,097)
Transfer to Balance Sheet (11,90,34,617) (11,74,25,693)
Profit available for
appropriation NIL NIL
MADE TEA & CROP
Your directors report that this has been the fourth year since 2007-08,
the company has no production of made tea due to non restoration of
electricity in the factory which has been on account of shortage of
fund, and also of working capital requirements in the garden. The
company could not re-start tea production even during the current
season year 2011-12 on account of the aforesaid reasons till this date.
Due to shortage of fund, the company could not make alternative fuel
arrangements too. As a result, the company is reluctant to sell the
entire production of 19,27,087 kgs green leaf during the year under
report as compared to sale of 20,60,333 kgs. green leaf in the previous
year.
During the current season , it is our and that out of the internal cash
accruals and financial arrangement from parties , the company has been
able to make payment of statutory dues partially as well as payment of
huge electricity dues although there was no financial assistance from
financial institutions and or banks. However, the company could not
re-start tea production during the current season year too, and has
been continuously selling green leaf during the present year at
realizable price for meeting the increased labour payments, amenities
to staff and labour and other garden overheads costs.
Barring unforeseen circumstances , the company is hoping to re commence
its tea production in the next season and to do so, it is anticipating
capital expenditure along with renovation and recommencing expenditure
to restore production activities at full swing .
PERFORMANCE
Your Directors report that the Company has incurred gross loss of
Rs.15,83,571/- for the year even after receipts of Rs
4,70,672/-(Previous Year Rs 16,55,135/-) on insurance services during
the year , as compared to a gross loss of Rs. 32,52,596/- for the
previous year. The main reasons were unfavorable climate and
undistributed rain that had caused fall in green leaf production by
1,33,246 kgs as compared to the last year production and against the
production estimations for the year under report ,and the same are also
coupled with non restoration of tea production, non payments of
electricity dues and non recovery of outstanding dues and advances
amount, Out of non recovery of outstanding dues advances, Rs. 92,45,387
was written off in the accounts during the year .
FUTURE PROSPECTS
Your Directors stipulate that there has been improvement in demand of
tea in the domestic market as well as in overseas markets in the
present year . However , the company has not been able to come out of
unfavourable situation and circumstances due to continued losses and
moderate shortage of funds coupled with erratic climate and
undistributed rain in the present year. The Company has been facing
damages in the garden, and has poor maintenance of plant & machinery
and has continued loss of production too. Under the circumstances, the
company would not be able to reap and avail adequate margins from made
tea in the current season. Moreover, the company 's net worth has been
continuously eroding. The Company ,however anticipates to show moderate
positive results in the current season year provided there would have
been favourable production of green leaf against the estimations and
recovery of advances. .
Your directors are seeking restructuring and revival package / scheme
envisaging revival and several benefits for the interest of the
company. In case there is financial support from the banks & financial
institutions and or from private parties, the company's entire revival
at full swing could take place otherwise its rejuvenation would be
based upon internal accruals .
DEPOSITORY SYSTEM
The Company's equity shares are listed on the Regional Stock Exchanges
at Bombay and Kolkata, for transactions of shares in demat form. The
shares of the company are tradable in demat form. During the current
year , the company has paid off listing fees of the BSE Exchange for
the year and of the earlier years and has renewed agreements with the
Registrar for Transfer of shares. The Company has carried out pending
compliances with the Exchange and has already filed application with
BSE exchange for withdrawal of suspension in trading of the company 's
shares at the exchange . Your Company re-offer transfer-cum-demat
facility of shares to expedite the transfer process.
INDUSTRIAL RELATION
During the year under review, your Company has been maintaining cordial
and mutually helpful relationship with its employees. The Board takes
on the records its deep appreciation of the co- operation and support
extended by employees at all levels and looks forward to their total
involvement and in pertaining the over all improvement of the Company.
PARTICULARS OF EMPLOYEES
The Company had no employee drawing more than Rs.24,00,000/- per year
or Rs. 2,00,000/- per month during the year and as such the particulars
as required u/s 217(2A) of the Act are not required.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 217 of the Companies Act 1956, your Directors state
that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed and there have been no material
departure.
(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 loss of the
Company for the year.
(c) 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.
(d) The Directors had prepared the annual accounts on a going concern
basis.
DIRECTORS
Mr. Manoranjan Pal retires at the ensuing Annual General Meeting and
being eligible offers himself for re-appointment.
Mr. Shalakya Bajoria who has been appointed additional director of the
company in the Board meeting held on 01.02.2011 , retires at the
ensuring AG M and, being eligible , offers himself for re appointment .
Mr. Uma Shankar Bajoria , director of the company , has resigned from
the Board with effect from 28th April , 2011 due to his personal
reasons and on health ground. He has been philosopher and guider to us
and to the company . The Board took on record the appreciation of
services rendered by Mr. Bajoria during his association with Company
and would always be the mentor to the company.
Mr. Harsh Bajoria, the Managing Director of the company, has informed
that in view of continued losses and continuous financial crisis even
in the current year, he has forgone his basic remuneration for the year
and has decided to continue rendering his services as managing director
as he has so been rending in earlier years even without remuneration .
The company took on record the appreciation of services rendered Mr.
Harsh Bajoria during the year and his continued support.
xx) ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
The information required under Section 217(1) (e) of the Companies Act
read with Companies (Disclosure of particulars in the report of Board
of Directors) Rules 1988 are set out in an annexure hereto forming part
of the report.
xxi) AUDITORS
Mr Gora Chand Mukherjee , Chartered Accountant, has reconstituted its
firm as " Gora & Company and represented by him as its proprietor w.e.f
20.10.2010 retires at the forthcoming Annual General Meeting of the
Company and being eligible , offer themselves for re appointment as
Statutory Auditor of the Company at the remuneration to be mutually
agreed upon. .
5)APPRECIATION
Your Directors wish to place on record their appreciation of the
support, which the Company continues to receive from the Government,
Bankers and business associates. Your Directors also place on record
their appreciation of the wholehearted support extended by the
shareholders and the employees & workers of the company.
For and on behalf of the Board
Kolkata H. K. Bajoria
The 3rd September, 2011 Managing Director
Mar 31, 2009
The Directors present their 140 th Annual Report and the Audited
Accounts of the Company for the year ended 31st March 2009.
For the year ended For the Year ended
31st March 2009 31st March 2008
Rs. Rs.
Profit/(Loss) before
depreciation 8,87,657 (40,31,940)
Provision for
depreciation (12,33,989) (12,33,989)
Profit/(Loss) after
depreciation (3,46,036) (52,65,929)
Provision for Taxation -- --
Profit/Loss after tax (3,46,036) (52,65,929)
(Loss)b/f from previous
year (11,38,27,061) (10,85,61,132)
Transfer from investment
Allowance Reserve -- --
Transfer to Balance Sheet (11,41,73,097) (11,38,27,061)
Profit available for
appropriation NIL NIL
CROP
During the current year, your directors report that there has been no
production of made tea for the last two years 2008-09 and 2007-08 and
the reason for no production is that the company could not restore the
supply of electricity from the Board till this date and could not make
alternative fuel arrangements due to acute shortage of fund .
Consequently, the company is bound to sell the entire production of
1916490 kgs green leaf during the year as compared to sale of 1762825
kgs green leaf in the previous year.
Due to shortage of fund, and non payment of statutory dues and
liabilities over the years & no financial assistance from any comer as
well as from financial institutions, the company could not re-commence
production during the current year too, and is continuing selling green
leaf during the present year at the reasonable rate for meeting the
labour payments, amenities to staff and labour and other garden
overheads payments.
PERFORMANCE
Your Directors report that the Company has incurred gross loss of Rs.
3,46,036/- for the year after receipts of Rs.1224274/- on insurance
services during the year, as compared to a gross loss of Rs.
52,65,929/- for the previous year. The main reasons are due to acute
shortage of funds causing non restoration of electricity and payments
for fuel to re-start production even at higher cost of production
against the net realizable amount coupled with unfavourable climate and
undistributed rain causing fall in production of Tea from its
estimations.
FUTURE PROSPECTS
Your Directors would like to specifically mention that there has been
improvement in demand of tea in the domestic market as well as overseas
market in the current year but due to huge losses and acute shortage of
funds coupled with unfavourable climate , erratic and undistributed
rain in the present year, the company has not been able to revive the
situation and has been facing huge losses and abnormal damages to the
garden and plant & machinery on account of poor maintenance and the
loss of production. The company would not in a position to reap and
maintain margins and would not show good results even in the present
year. Moreover, the companys net worth has eroded and has been facing
financial crisis continuously.
Your directors are turning up to take proceedings with the BIFR
authority, seeking restructuring and revival package / scheme
envisaging revival and several benefits for the interest of the company
unless there is financial support from the banks & financial
institutions.
DEPOSITORY SYSTEM
The Companys equity shares are listed on the Regional Stock Exchanges
at Bombay and , Kolkata, for transaction of shares in demat form. The
shares of the Company are tradable in demat form. However, due to non
payment of listing fees for the year and for earlier years , the
company s shares are not being traded at the exchanges . Your Company
also offers transfer-cum-demat facility to expedite the transfer
process.
INDUSTRIAL RELATION
During the year under review, your Company has been maintaining cordial
and mutually helpful relationship with its employees. The Board takes
on the records its deep appreciation of the co- operation and support
extended by employees at all levels and looks forward to their total
involvement and in pertaining the over all improvement of the Company.
PARTICULARS OF EMPLOYEES
The Company had no employee drawing more than Rs.24,00,0007- per year
or Rs. 2,00,000/- per month during the year and as such the particulars
as required u/s 217(2A) of the Act are not required.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 217 of the Companies Act 1956, your Directors state
that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed and there have been no material
departure.
(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 loss of the
Company for the year.
(c) 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.
(d) The Directors had prepared the annual accounts on a going concern
basis.
DIRECTORS
Mr. Uma Shankar Bajoria retires at the ensuing Annual General Meeting
and being eligible offer himself for re-appointment.
Mr. Harsh Bajoria, the Managing Director of the company, has informed
that in view of huge losses and continuous financial crisis even in the
current year, he has forgone his basic remuneration as so reported in
the last General Meeting of the company, and he has decided to continue
rendering his services as managing director as he has so been rending
in earlier years even without remuneration. The company took on record
the appreciation of services rendered Mr. Harsh Bajoria during the year
and his continued support.
ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
The information required under Section 217(1) (e) of the Companies Act
read with Companies (Disclosure of particulars in the report of Board
of Directors) Rules 1988 are set out in an annexure hereto forming part
of the report.
AUDITORS
M/s Arunabha Ganguly, Chartered accountant and the Statutory Auditors,
retires at the ensuing Annual
General Meeting of the company, and being eligible, has expressed his
willingness to be re-appointed.
APPRECIATION
Your Directors wish to place on record their appreciation of the
support, which the Company continues to receive from the Government,
Bankers and business associates. Your Directors also place on record
their appreciation of the wholehearted support extended by the
shareholders and the employees & workers of the company.
For and on behalf of the Board
Kolkata H. K. Bajoria
The 3rd September, 2009 Managing Director