Mar 31, 2017
Dear Shareholders,
The Directors have pleasure in presenting their 106th Annual Report along with the Audited Accounts for the financial year ended 31st March, 2017.
Financial Results
The summarized Financial results of your Company are given in the table below. (Rs. in Lakhs)
Particulars |
31st March, 2017 (12 Months) |
31st March, 2016 (15 Months) |
Profit before Depreciation and Amortization Expense, Finance Costs & Taxation |
499.24 |
(771.74) |
Less: Depreciation and Amortization Expense |
107.58 |
114.04 |
Finance Costs |
140.98 |
158.55 |
Profit/ (Loss) before Tax |
250.68 |
(1044.33) |
Less : Provision for Tax Expenses (net) |
9.76 |
(46.39) |
Profit/ (Loss) after Tax |
240.92 |
(997.94) |
Add : Balance brought forward from previous year |
230.21 |
226.37 |
Add : Transfer from / (to) General Reserve |
(300.00) |
1050.00 |
Less : Depreciation Adjusted as per revised calculation |
- |
7.69 |
Amount available for appropriation |
171.13 |
270.74 |
Appropriations : |
||
Proposed Dividend |
37.48 |
37.48 |
Provision for tax on Proposed Dividend |
3.05 |
3.05 |
Balance carried forward |
130.60 |
230.21 |
171.13 |
270.74 |
Note: The above financial results for the current year ended on 31st March, 2017 are not comparable with the financial results for previous fifteen months period ended on 31st March, 2016 which had been prepared to comply with Section 2(41) of the Companies Act, 2013.
Review of Performance
The year under review was a better year for a change as far as weather conditions were concerned as gardens had received early rains during the season resulting in better harvest and lower irrigation cost. This has also resulted in lower pest infestation and over all better crop during the year. Company''s own crop was higher by 1,00,246 kgs. during the season. Quantity manufactured out of bought leaf was 3,56,302 kgs. which was higher than last year. During the year Indian tea production was high by 36 million kgs. when compared to last year as such the market sentiments were sluggish particularly at higher level. However, the bought leaf segment fetched handsome price which was substantially higher than last year. As such the Auction average realization was higher by Rs. 5.25 per kgs. whereas our own realization was more or less at par with last year. The last year was an extra ordinary year where in non-quality fetched higher realization and quality tea struggled to get deserving price in the market. Your Company treats this as one odd year of such instance and continue to focus on making quality. Cost burden on Tea Industry is increasing every year by the way of higher wages, salaries and cost of inputs which is puffing immense pressure in the profitability of tea companies. Inspite of such headwind your Company has been able to post a profit of Rs. 240.92 lakh for the year. This has been possible because of our continuous effort to upgrade our gardens by improvising the yields by virtue of regular uprooting and replanting process and simultaneously improvising the plant and machineries in our factories to make better quality with reduced cost. Our gardens have 100% irrigation facility which enables to take care of droughty condition in the beginning of the year.
Prospects
Current year looks to be positive as far as market sentiments are concerned. Crop intake across the world is struggling. Kenya is down by 50 million kgs. till the end March, Sri Lanka by 4 million kgs. and Indian Crop is behind by 14 million kgs. This has led to buoyancy in the world market wherein Kenyan market is higher by USD 0.50 when compared to last and Indian market has also started on a buoyancy note.
The producers of Assam are focusing more towards producing more Orthodox tea which would further restrict the availability of CTC in the market which would enhance the value of CTC teas. However, the exports are expected to be at par with last year. All these factors combined together along with domestic consumption growing at 3% CAGR, could keep the CTC prices at high level. However, escalating cost and lower yields are major challenges in the Indian tea industry.
Minimum wage has been contemplated by the Central/ State Government which could be detrimental for the tea industry as it is expected to escalate the wages & salaries to abnormally high level. In addition to that the cost of other inputs, increase in pest activity and irrigation cost will put additional cost burden to the Indian tea companies. All these cost factors are expected to dent the profitability of tea companies to a major extent.
We expect the market to be firm particularly in quality segment where participation of all segment is visible. However, non-quality tea could suffer.
Plant protection code has been introduced by Tea Board and your Company''s policy is to follow the same. We have applied for Trustea Certificate for all of our tea estates.
Your Company is taking full advantage of various subsidies provided by Tea Board.
Your Company is determined to pursue with their developmental work in the field by uprooting and replanting the old tea bushes with new ones and modernizing its factories by replacing obsolete machineries with latest technology plant and machinery with a view of making quality tea at reduced costs. Average yield of our gardens are 22 quintals when compared to 17 quintals for the district which put us in a strong position. Furthermore higher realization compared to district average gives us immense advantage when compared to others. Every effort is being made by your Company to improve its performance in the coming year.
Change in nature of business, if any
There has been no change in business and the Company continues to concentrate on their own business.
Transfer to Reserves
Your Directors proposed to transfer a sum of Rs. 300.00 lakhs to General Reserves.
Transfer from Reserves
Your Directors proposed not to transfer any amount from the General Reserves.
Dividend
Your Board has recommended a dividend of Rs. 0.25 per Equity Share (i.e. 5%) for the year ended 31st March, 2017. Such dividend, on approval, will be paid to those Members whose names are recorded in the Register of the Company at the close of business on the date of Annual General Meeting.
Details of Board meetings
During the Financial Year, 4 Board meetings were held, details of which are given below :
Date of the meeting |
No. of Directors attended the meeting |
30.05.2016 |
5 |
13.08.2016 |
5 |
14.11.2016 |
5 |
14.02.2017 |
5 |
Share Capital
During the financial year ended 31st March, 2017 there is no change in the issued and subscribed capital of your Company. The outstanding capital as on 31st March, 2017 is Rs. 749.55 lakhs comprising of 1,49,91,000 equity shares of Rs. 5/- each.
Extract of Annual Return
The extract of Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 forming a part of this Report, attached as Annexure "A".
Committees of Board
The details of composition of the Committees of the Board of Directors are as under:-
a. Audit Committee
Sl. No. |
Name |
Chairman/ Members |
1. |
Mr. H.M. Parekh |
Chairman |
2. |
Mr. Sandeep Singhania |
Member |
3. |
Mr. Gautam Bhalla |
Member |
4. |
Mr. N.F Tankariwala |
Member |
- During the financial year, the Committee had met 4 times as on May 30, 2016, August 13, 2016, November 14, 2016 and February 14, 2017.
Recommendation by audit committee :
There is no recommendation of audit committee which has not been accepted by the Board during the financial year.
- Vigil Mechanism
The Company has formulated the codified Whistle Blower Policy incorporating the provisions relating the Vigil Mechanism in terms of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, in order to encourage Directors and Employees of the Company to escalate to the level of the Audit Committee any issues of concern impacting and compromising with the interest of the Company and the Stakeholders in any way. The Company has also made provisions for adequate safeguards against victimization of its Employees and Directors who express their concerns. The Chairman of Audit Committee can be directly accessed by any Employee for reporting issues which need to be brought to the notice of the Board. The Vigil Mechanism / Whistle Blower Policy of the Company has been uploaded on the website of the Company: www. dianatea.in/whistle_blower_diana.pdf
b. Nomination & Remuneration Committee
Sl. No. |
Name |
Chairman/ Members |
1. |
Mr. H.M. Parekh |
Chairman |
2. |
Mr. N.F. Tankariwala |
Member |
3. |
Mr. Gautam Bhalla |
Member |
During the financial year, the Committee had met 2 times as on 30th May, 2016 and 13th August, 2016.
c. Stakeholders Relationship Committee
Sl. No. |
Name |
Chairman/ Members |
1. |
Mr. N.F. Tankariwala |
Chairman |
2. |
Mr. Gautam Bhalla |
Member |
3. |
Mr. Sandeep Singhania |
Member |
4. |
Mrs. Sarita Singhania |
Member |
During the financial year, the Committee had met 8 times as on June 2, 2016, July 25, 2016, October 13, 2016, November 17, 2016, December 15, 2016, December 29, 2016, January 5, 2017 and February 9, 2017.
Corporate Social Responsibility (CSR)
Your Company considers Corporate Social Responsibility as an important aspect of doing business. As a good corporate citizen, your Company shall initiate appropriate action towards various social causes in the future. Presently, the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.
Management Discussion and Analysis
As per SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, Management Discussion and Analysis Report is attached as Annexure "B" forming part of this report.
Directors'' Responsibility Statement
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that :
(a) in the preparation of the annual accounts, for the financial year ended 31st March, 2017, the applicable Accounting Standards had been followed along with proper explanation relating to material departures except gratuity liability being accounted for, as and when paid/payable;
(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 for the financial year ended 31st March, 2017 and of the profit and loss of the Company for that 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Corporate Governance
Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investor''s protection and maximizing long term shareholders value. The certificate of the Auditors confirming compliance of conditions of Corporate Governance as stipulated under Schedule V(E) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Stock Exchange is annexed as Annexure "C".
Related Party Transactions
The related party transactions entered during the year were in ordinary course of business and also on arm''s length basis in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict of the interest with the Company at large. All related party transactions are presented to the
Audit Committee and the Board, if required for approval. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s web link: www.dianatea.in/Policy-on-Related-Party-transactions_7.pdf
Details of Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo
The particulars as prescribed under sub-section (3)(m) of the Section 134 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, are given as Annexure "D" to the Directors'' Report.
Particulars of Employees
The ratio of the remuneration of each Director to the median employee''s remuneration and other particulars or details of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are attached to this Report as Annexure "E".
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.
There is no Directors who is in receipt of any commission from the Company as well as from its holding Company as per section 197 (14) of the Companies Act, 2013.
Annual Evaluation of Board''s Performance
During the financial year, the Board evaluated its own performance as well as that of its Committees and Individual Directors. The exercise was carried out covering various aspects of the Boards functioning such as composition of the Board & committees, qualification, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Non-Independent Directors. The performance of Independent Directors has been evaluated based on the guidelines as provided under Schedule IV of the Act. The evaluation of the Independent Directors was carried out by the entire Board except by the Director being evaluated. The directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
Auditors and Audit Report
M/s. Das & Prasad, Chartered Accountants were appointed as the Statutory Auditors of the Company in the Annual General Meeting held on 26 June, 2015 to hold office from the conclusion of the Hundred and Fourth Annual General Meeting until the conclusion of the Hundred and Seventh Annual General Meeting. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.
Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MR & Associates, Company Secretaries in Practice (COP No.2551), to undertake the Secretarial Audit of the Company for the financial year ending 31st March, 2017. The Secretarial Audit Report for the financial year ended 31st March, 2017 is annexed herewith as Annexure "F" to this Report. The Secretarial Audit Report is self-explanatory and does not contain any adverse qualification, reservation or remark.
Cost Audit
As per Section 148 of the Companies Act, 2013 read with Rule 4 of Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records for the financial year 2017-18. However, the Company is not required to appoint Cost auditor to conduct the audit of cost records for the financial year 2017-18.
Human Resources
Your Company treats its "human resources" as one of its most important assets.
The Company has a large work force employed at the tea estates. There were no major disruptions of work at the Garden or any other establishment of the Company during the period under review. The correct recruitment practices are in place to attract best talent. Industrial Relations at all the units remained satisfactory.
Material changes and commitments
No material changes and commitments have occurred during the financial year which might affect the financial position of the Company.
Disclosure under Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013
Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action.
No complaint has been brought to the notice of the Management during the financial year ended 31st March, 2017.
Risk Management
In terms of the requirement of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Company has developed and implemented the Risk Management Policy. The Company has taken adequate measures to mitigate various risk encountered. In the opinion of the Board there is no such risk which may threaten the present existence of the Company.
Declaration by Independent Directors
Necessary declarations have been obtained from all the Independent Directors that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Remuneration Policy
The remuneration policy of the Company aims to attract, retain and motivate qualified people at the Board levels. The remuneration policy seeks to employ people who not only fulfill the eligibility criteria but also have the attributes needed to fit into the corporate culture of the Company. The remuneration policy is consistent with the ''pay-for-performance'' principle.
Executive Directors
The Nomination and Remuneration Committee takes into account experience, qualification and prevailing industry practices before giving its recommendation to the Board. On recommendation of the Nomination and Remuneration Committee, the Board decides remuneration to be paid to Executive Directors, subject to approval of shareholders in terms of provisions of the Companies Act, 2013, read with Schedule V thereof. The Committee aims towards rewarding, on the basis of performance and reviews on a periodical basis.
Non-Executive Directors
The Company has formulated Criteria for making payment to Non-Executive Directors which is available in Company''s weblink: http://www.dianatea.in/Criteria%20 of%20making%20payment%20to%20non-executive%20 directors_6.pdf. As per the criteria, Non-Executive Directors are paid siffing fees for attending the meetings of the Board of Directors and Committees.
Significant and material orders passed by the regulators
There are no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status and Company in future.
Internal Financial Controls
Your Company has adequate Internal Financial Control System at all levels of Management and they are reviewed from time to time. The Internal Audit is carried out in house as well as by a firm of Chartered Accountants M/s B. Nath & Co. The Audit Committee of the Board looks into Auditor''s review which is deliberated upon and corrective action taken, wherever required.
Subsidiaries, Joint Venture or Associate Companies
Your Company continues to be the Subsidiary of Diana Capital Limited. Further, the Company has no subsidiaries, joint venture and associates for the financial year ended 31st March, 2017.
Particulars of Loans, Guarantees and Investments
The particulars of loans, guarantees or investments made under section 186 of the Companies Act, 2013, are covered in the notes of the Financial Statement for the year ended 31st March, 2017.
Directors and Key Managerial Personnel
As per provisions of Section 152 of the Companies Act, 2013, Mr. Sandeep Singhania (DIN 00343837) is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.
Mr. Ramesh Kumar Jhunjhunwala designated as Chief Financial Officer (CFO) of the Company, resigned from the post of CFO with effect from 13th August, 2016 and was reappointed w.e.f. 17th May, 2017.
Mr. Manoj Agarwala, Company Secretary of the Company was appointed as Chief Financial Officer (CFO) of the Company with effect from 13th August, 2016.
Mr. Manoj Agarwala, designated as Chief Financial Officer (CFO) & Company Secretary (CS) of the Company resigned from the services of the Company with effect from 30th March, 2017.
Deposits
Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013.
Acknowledgement
Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.
Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.
Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support.
For and on behalf of the Board
Registered Office : Sd/- Sd/-
3B, Lal Bazar Street Sandeep Singhania Sarita Singhania
Kolkata - 700 001 Managing Director Director (Sales & Marketing)
Date : 17th May, 2017 (DIN: 00343837) (DIN: 00343786)
Mar 31, 2016
Dear Shareholders,
The Directors have pleasure in presenting their 105th Annual Report along with the Audited Accounts for the Fifteen months period ended 31st March, 2016.
Financial Results
The summarized Financial results of your Company are given in the table below.
(Rs. in Lakhs)
Particulars |
15 Months Period Ended 31st March, 2016 |
12 Months Period Ended 31st December, 2014 |
Profit before Depreciation and Amortization Expense, Finance Costs & Taxation |
(771.74) |
462.58 |
Less : Depreciation and Amortization Expense |
114.04 |
95.06 |
Finance Costs |
158.55 |
103.77 |
Profit/ (Loss) before Tax |
(1044.33) |
263.75 |
Less : Provision for Tax Expenses (net) |
(46.39) |
47.21 |
Profit/ (Loss) after Tax |
(997.94) |
216.54 |
Add : Balance brought forward from previous year |
226.37 |
150.31 |
Add : Transfer from General Reserve |
1050.00 |
- |
Less : Depreciation Adjusted as per revised calculation |
7.69 |
- |
Amount available for appropriation |
270.74 |
366.85 |
Appropriations : |
||
Proposed Dividend |
37.48 |
37.48 |
Provision for tax on Proposed Dividend |
3.05 |
3.00 |
Transfer to General Reserve |
- |
100.00 |
Balance carried forward |
230.21 |
226.37 |
270.74 |
366.85 |
Note: The above Financial Results for the fifteen months period ended 31st March 2016, have been prepared to comply with Section 2 (41) of the Companies Act, 2013 and hence the previous year figures are not comparable.
State of Company''s Affairs
The year under review had started with yet another year of uncertain whether condition wherein drought persisted till end of April with high pest infestation. However with prudent practices followed by the company like 100% irrigation as well as good pest management, our company''s own crop was higher by 72,000 kgs. during the season. We continued to have a selective approach towards procurement of bought leaf keeping quality in mind. Hence our production from bought leaf was restricted to 2,53,384 kgs. with higher margin.
In 2015 the Indian tea production was more or less at par with last year. Market sentiments throughout the year was sluggish which was reflected in the average price realization of Siliguri Auction Centre for the year which was lower by Rs. 6/- per kg. when compared to last year. However, gap between quality and non-quality tea continued to widen wherein the quality tea continued to sell readily at firm levels whereas medium to poor quality tea struggled to sell in the market. Your company''s effort to make quality teas had paid dividend by way of higher realization of Rs. 147/- for 15 months when compared to Siliguri Auction average realization of Rs. 119.21 per kg. and our last year''s average realization of Rs. 145/- per kg. Cost burden on tea industry is increasing year by year by way of higher wages, salaries and cost of inputs. Droughty condition has increased the cost of irrigation as well as pest management which has put immense pressure on the profitability of the tea companies. In case of our company since we have decided to change the financial year of our company from December ending to March ending, in compliance with the provisions of section 2(41) of Companies Act, 2013, the additional cost burden of three unproductive months from January to March 2016 has resulted in huge loss of Rs. 997.94 Lakhs for the entire period of January 2015 to March, 2016. Your company continued with the policy of improving the yields of tea estates by way of regular developmental work through uprooting and replanting of old tea bushes with new ones and improvisation of its quality by modernizing its factory. This has helped us in improving our quality as well as economy of our tea estates. Our gardens have 100% irrigation facility to take care of droughty conditions which has become a regular phenomena every year.
Prospects
Current year looks to be a very challenging for the tea industry as the year has started with a robust production in Northern Indian wherein crop till end of April is higher by 15 million kgs. when compared to last year. The higher production has resulted in negative sentiments prevailing in the tea market with sluggish demand. However, quality tea continues to attract demand from various segments whereas non-quality tea is being neglected. In addition to that cost escalation on account of longer period of irrigation and pest control along with increased wages & salaries is puffing lot of pressure on the margins of tea industry. Global tea production is ahead by 50 million kgs. and most of it is being contributed by Kenya. All these factors combined together has created a bearish sentiment in the market. However, with domestic consumption growing steadily at 3% CAGR and appetite for quality tea by packeters is increasing because of their increasing market share, the realization for quality tea is expected to be firm. During the current year your company''s production till May is higher by more than 50,000 kgs. with improved realization when compared to corresponding last year.
We expect the market to be firm particularly in quality segment where participation of all segments are visible. However, non-quality tea could continue to suffer.
Plant protection code has been introduced by Tea Board and your company''s policy is to follow the same. Your company is taking full advantage of various subsidies provided by Tea Board.
Your company is determined to pursue with their developmental work in the field by uprooting and replanting the old tea bushes with new ones and modernizing its factories by replacing obsolete machineries with latest technology plant and machinery with a view of making quality tea and reduce costs. Our average yield of the gardens are 22 quintals when compared to 17 quintals for the district which put us in a strong position. Furthermore higher realization compared to district average gives us immense advantage when compared to others. Every effort is being made by your company to improve its performance in the coming years.
Change in nature of business, if any
There has been no change in business and the Company continues to concentrate on their own business.
Change in Financial Year
In compliance with the provisions of Section 2(41) of the Companies Act, 2013 your Company at the Board Meeting held on August 14, 2015 decided to change its financial year from ''January-December'' to April-March''. Accordingly, the last financial year of your Company was extended up to March 31, 2016 covering a period of fifteen months commencing from January 1, 2015. Your Company shall henceforth follow its Financial Year commencing from April
1 and ending on March 31, every year.
Transfer to Reserves
Your Directors do not propose to transfer any amount to the General Reserves.
Transfer from Reserves
Due to absence of profit during the financial period the Company has decided to meet the dividend payment obligation out of the accumulated profits from previous years in compliance with section 123 of the Companies Act, 2013 and other applicable Rules thereto.
Dividend
Your Board has recommended a dividend of Rs. 0.25 per Equity Share (i.e. 5%). Such dividend, on approval, will be paid to those Members whose names are recorded in the Register of the Company at the close of business on the date of Annual General Meeting.
Details of Board meetings
During the fifteen months period, 5 Board meetings were held , details of which are given below:
Date of the meeting |
No. of Directors attended the meeting |
27.02.2015 |
5 |
11.05.2015 |
5 |
14.08.2015 |
5 |
14.11.2015 |
4 |
12.02.2016 |
5 |
Share Capital
During the financial period ended 31st March, 2016 there is no change in the issued and subscribed capital of your Company. The outstanding capital as on 31st March, 2016 is Rs. 749.55 lakhs comprising of 1,49,91,000 equity shares of Rs. 5/- each.
Extract of Annual Return
The extract of Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 forming a part of this Report, attached as Annexure "A".
Committees of Board
The details of composition of the Committees of the Board of Directors are as under:-
a. Audit Committee
Sl. No. |
Name |
Chairman/ Members |
1. |
Mr. H.M. Parekh |
Chairman |
2. |
Mr. Sandeep Singhania |
Member |
3. |
Mr. Gautam Bhalla |
Member |
4. |
Mr. N.F Tankariwala |
Member |
- During the fifteen months period, the Committee had met 5 times as on February 27, 2015, May 11, 2015, August 14, 2015, November 14, 2015 and February 12, 2016.
Recommendation by audit committee:
There is no recommendation of audit committee which has not been accepted by the Board during the fifteen months period.
- Vigil mechanism
The Company has established a Vigil Mechanism / Whistle Blower Policy which oversees through the Audit Committee and addresses genuine concerns expressed by the employees and other Directors. The Company has also made provisions for adequate safeguards against victimization of its employees and Directors who express their concerns. The Chairman of Audit Committee can be directly accessed by any employee for reporting issues which need to be brought to the notice of the Board. The Vigil Mechanism / Whistle Blower Policy of the Company has been uploaded on the website of the Company: www.dianatea.in .
b. Nomination & Remuneration Committee
Sl. No. |
Name |
Chairman/ Members |
1. |
Mr. H.M Parekh |
Chairman |
2. |
Mr. N.F. Tankariwala |
Member |
3. |
Mr. Gautam Bhalla |
Member |
During the fifteen months period, the Committee had met 2 times as on February 27, 2015 and August 14, 2015.
c. Stakeholders Relationship Committee
Sl. No. |
Name |
Chairman/ Members |
1. |
Mr. N.F.Tankariwala |
Chairman |
2. |
Mr. Gautam Bhalla |
Member |
3. |
Mr. Sandeep Singhania |
Member |
4. |
Mrs. Sarita Singhania |
Member |
During the fifteen months period, the Committee had met 12 times as on January 15, 2015, January 22, 2015, February 5, 2015, February 19, 2015, March 4, 2015, March 12, 2015, March 19, 2015, April 23, 2015, May 7, 2015, May 28, 2015, July 23, 2015 and March 17, 2016.
Corporate Social Responsibility (CSR)
Your Company considers Corporate Social Responsibility as an important aspect of doing business. As a good corporate citizen, your Company shall initiate appropriate action towards various social causes in the future. Presently, the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.
Management Discussion and Analysis
As per Listing Regulations Management Discussion and Analysis Report is attached as Annexure "B" forming part of this report.
Directors'' Responsibility Statement
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:
(a) in the preparation of the annual accounts, for the financial period ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures except gratuity liability being accounted for, as and when paid/payable;
(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 for the financial period ended 31st March, 2016 and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Corporate Governance
Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investor''s protection and maximizing long term shareholders value. A report on Corporate Governance together with the certificate of the Auditors confirming compliance of conditions of Corporate Governance as stipulated under Schedule V(E) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Stock Exchange is annexed as Annexure "C".
Related party transactions
The related party transactions entered into during the period were in ordinary course of business and also on arm''s length basis in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict of the interest with the Company at large. All related party transactions are presented to the Audit Committee and the Board, if required for approval. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s web link: www.dianatea.in/Policy-on-Related-Party transactions_7.pdf.
Details of conservation of energy, technology absorption, foreign exchange earnings and outgo
The particulars as prescribed under sub-section (3)(m) of the Section 134 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, are given at Annexure "D" to the Directors'' Report
Particulars of Employees
The ratio of the remuneration of each Director to the median employee''s remuneration and other particulars or details of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as Annexure "E".
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the company.
There is no directors who is in receipt of any commission from the company as well as from its holding company as per section 197 (14) of the Companies Act, 2013.
Annual Evaluation of Board''s Performance
During the financial period, the Board evaluated its own performance as well as that of its Committees and individual Directors. The exercise was carried out covering various aspects of the Boards functioning such as composition of the Board & committees, qualification, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Non-Independent Directors. The performance of Independent Directors has been evaluated based on the guidelines as provided under Schedule IV of the Act. The evaluation of the Independent Directors was carried out by the entire Board except by the Director being evaluated. The directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
Auditors and Audit Report
M/s. Das & Prasad, Chartered Accountants were appointed as the Statutory Auditors of the Company in the last Annual General Meeting held on June 26, 2015 to hold office from the conclusion of the Hundred and Fourth Annual General Meeting until the conclusion of the Hundred and Seventh Annual General Meeting. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.
Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.
Secretarial audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MR & Associates, Company Secretaries in Practice (CP No.2551), to undertake the Secretarial Audit of the Company for the financial year ending 31st March, 2017. The Secretarial Audit Report for the financial period ended 31st March, 2016 is annexed herewith as Annexure "F" to this Report. The Secretarial Audit Report is self-explanatory and does not contain any adverse qualification, reservation or remark.
Cost Audit
As per Section 148 of the Companies Act, 2013 read with Rule 4 of Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records for the financial year 2016-17. However, the company is not required to appoint Cost auditor to conduct the audit of cost records for the financial year 2016-17.
Human Resources
Your Company treats its "human resources" as one of its most important assets.
The Company has a large work force employed at the tea estates. There were no major disruptions of work at the garden or any other establishment of the Company during the period under review. The correct recruitment practices are in place to attract best talent. Industrial relations at all the units remained satisfactory.
Material changes and commitments
No material changes and commitments have occurred during the fifteen months period which might affect the financial position of the company.
Disclosure under Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act 2013
Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action.
No complaint has been brought to the notice of the Management during the financial period ended on 31st March, 2016.
RISK MANAGEMENT
In terms of the requirement of the Companies Act, 2013 and Listing Regulations, the Company has developed and implemented the Risk Management Policy. The Company has taken adequate measures to mitigate various risk encountered. In the opinion of the Board there is no such risk which may threaten the present existence of the Company.
Declaration by independent directors
Necessary declarations have been obtained from all the Independent Directors that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Remuneration Policy
The remuneration policy of the Company aims to attract, retain and motivate qualified people at the Board levels. The remuneration policy seeks to employ people who not only fulfil the eligibility criteria but also have the attributes needed to fit into the corporate culture of the company. The remuneration policy is consistent with the ''pay-for-performance'' principle.
Executive Directors
The Nomination and Remuneration Committee takes into account experience, qualification and prevailing industry practices before giving its recommendation to the Board. On recommendation of the Nomination and Remuneration Committee, the Board decides remuneration to be paid to Executive Directors, subject to approval of shareholders in terms of provisions of the Companies Act, 2013, read with Schedule V thereof. The Committee aims towards rewarding, on the basis of performance and reviews on a periodical basis.
Non-Executive Directors
The Company has formulated Criteria for making payment to Non Executive Directors which is available in Company''s weblink: http://www.dianatea.in/Criteria%20 of%20making%20payment%20to%20non-executive%20 directors_6.pdf. As per the criteria, Non-Executive Directors are paid siffing fees for attending the meetings of the Board of Directors and Committees.
Significant and material orders passed by the regulators
There are no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status and company in future.
Internal financial controls
Your Company has adequate Internal Financial Control System at all levels of Management and they are reviewed from time to time. The Internal Audit is carried out in house as well as by firm of Chartered Accountants. The Audit Committee of the Board looks into Auditor''s review which is deliberated upon and corrective actions taken, wherever required.
Subsidiaries, Joint Venture or Associate Companies
Your Company continues to be the Subsidiary of Diana Capital Limited. Further, the Company has no subsidiaries, joint venture and associates for the financial period ended 31st March, 2016.
Particulars of Loans, Guarantees and Investments
The particulars of loans, guarantees or investments made under section 186 of the Companies Act 2013 are covered in the notes to the Financial Statement for the period ended March 31, 2016.
Directors and Key Managerial Personnel
As per provisions of Section 149 and 152 of the companies Act, 2013, Mr. Gautam Bhalla was appointed as an independent Director who shall hold the office from the conclusion of 104th Annual general Meeting upto the expiry of 5 (five) consecutive years or the conclusion of the 109th Annual General Meeting of the Company in the calendar year 2020, whichever is earlier.
As per provisions of Section 152 of the Companies Act, 2013, Mrs. Sarita Singhania (DIN 00343786) is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for reappointment. The Board recommends her re-appointment. There is no change in Key Managerial Personnel during the financial period.
Deposits
Your Company has not accepted any deposits covered under Chapter V of the companies Act, 2013.
Acknowledgement
Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.
Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.
Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support.
For and on behalf of the Board
Registered Office Sd/- Sd/-
3B, Lal Bazar Street Sandeep Singhania Sarita Singhania
Kolkata - 700 001 (DIN: 00343837) (DIN: 00343786)
Date : May 30, 2016 Managing Director Director (Sales & Marketing)
Dec 31, 2014
Dear Shareholders
The Directors have pleasure in presenting their 104th Annual Report
along with the Audited Accounts for the year ended December 31, 2014.
(Rs.in lacs)
December31,2014 December31,2013
Profit before Depreciation and
Amortization Expense,
Finance Costs & 462.58 448.21
Taxa tion
Less : Depreciation and
Amortization Expense 95.06 87.18
Finance Costs 103.77 185.71
Exceptional items - 123.17
Profit before Tax 263.75 52.15
Less : Provision for
Tax Expenses (net) 47.21 100.05
Profit / (Loss) after Tax 216.54 (47.90)
Add : Balance brought forward
from previous year 150.31 128.42
Add : Transfer from General Reserve - 87.93
Amount available for appropriation 366.85 168.45
Appropriations :
Proposed Dividend 37.48 37.48
Provision for tax on proposed dividend 3.00 2.55
Dividend Tax for earlier year
written back - (21.89)
Transferred to General Reserve 100.00 -
Balance carried forward 226.37 150.31
366.85 168.45
Basic and diluted earning per share 1.44 (0.32)
Directors'' Report
REVIEW OF PERFORMANCE
The year under review was yet another year started with uncertain
weather conditions wherein there was prolonged drought together with
high pest infestation. However, your company''s own crop was more or
less at par with last year. We were selective towards procurement of
bought leaf, keeping quality in mind. However, company''s production
from bought leaf was higher at 3,03,960 Kgs. when compared to 2,05,824
Kgs. of previous year.
During the year the Indian tea product! on was lower by 15.61 million
kgs. out of which 32 million kgs. deficit was contributed by Assam.
Since there was a deficit of tea production in North India, the auction
prices of North Indian teas were higher by about Rs.7 per kg. However,
due to excessive crop in Kenya the global tea prices had gone down
significantly which affected the prices of South Indian tea adversely
which is an export oriented market. There was a significant gap between
quality and non-quality tea throughout the year wherein quality teas
continued to sell briskly where as medium and poor quality tea continue
to suffer and were difficult to sell.
Your company conti nued to focus on making quality teas which is
visible in our price realization which is higher by Rs.14/- per kg. when
compared to price realization of last year. It is worthwhile to mention
that the average realization of our tea is significantly higher when
compared to district average realization which shows our commitment to
make good quality teas which is being rewarded by higher price
realization.
During the year, pending wage negotiation had been settled wherein
wages has been revised from Rs.95/- to Rs.112.50 from 1st April, 2014.
The impact of which has significant effect in our cost and
profitability. Necessary provisions relating to increased wages has
already been taken in the current account. In spite of such wage hike,
company''s profitability has gone up to Rs.216.54 Lacs when compared to
loss of Rs.47.90 Lacs in previous year.
Your company continued with the policy of improving its existing tea
estates by way of regular development work through uprooting &
replanting of old tea bushes and modernizati on of its factories. This
has helped us in improving our quality as well as productivity. Our
gardens have 100% irrigation facility to take care of drought condition
which has become a regular phenomenon every year.
PROSPECTS
Ensuing year looks to be a very challenging year for the tea industry
as there is an excess carry forward stock of
poor quality tea from last year which has turned market sentiments
negative. Cost has gone up significantly on account of wage increment.
Cost escalation on account of longer period of irrigation and pest
control due to prolonged drought period could put lot of pressure on
margins. However, quality teas would continue to get premium and would
sell briskly at firm levels. The price gap between quality and
non-quality tea would continue to widen. Global crop situati on is
precarious as Kenya is going through a severe drought condition and
their market has shot up in the month of February. Weather condition in
India is also poor as there is no rain in the last five months in
Northern India. If the current weather condition continues, there could
be significant crop shortage in India as well. In addition to that
domestic consumption is growing steadily @ 3% CAGR. With the shortage
in Kenyan tea, there is a possibility of Indian exports going up this
year, thus creating further deficit of availability of tea in domestic
market. All these factors combine together could result in higher
prices for Indian teas. However, inferior quality tea could continue to
suffer and get neglected.
Plant Protecti on Code (PPC) has been introduced by Tea Board and your
company is committed to follow the same.
Your company is committed for regular developmental work in the field
through uprooting & replanting of old bushes and modernizing its
factories by replacing obsolete plant & machineries with latest
technology plant & machineries with a view of making quality tea and to
reduce the cost. Every effort is being made by your company to improve
its performance in the coming years.
DIVIDEND
The Board has recommended a Dividend of Rs.0.25 per Equity Share (i.e.
5%) for the year ended December 31, 2014 and such dividend, on
approval, will be paid to those members recorded in the registers of
the Company at the close of business on the date of Annual General
Meeting, subject, however, to the provision of Section 206A of the
Companies Act, 1956 / Section 126 of the Companies Act, 2013.
PERSONNEL
None of the employees of the Company received remunera- tion exceeding
the limit specified under Section 217(2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules, 1975 as amended.
We recognise people as our most valuable asset and cordial relations
with the employees were maintained at all company locations during the
year. The Board would like to place on record its appreciation for the
keen interest taken
by employees at all levels to bring about improvements in the difficult
circumstances faced by the tea industry.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORP- TION AND FOREIGN EXCHANGE
EARNING AND OUTGO
Information pursuant to Section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosures of Particulars in the Report of
Board of Directors) Rules, 1988 relating to conservation of energy and
technology absorption, foreign exchange earnings and outgo are given by
way of Annexure ''A'' to this Report.
DIRECTORS
The Company being a Listed Company is required to have atleast one
third of total number of Directors as Independent Directors according
to Section 149(4) of the Companies Act, 2013. In the Opinion of the
Board, Mr. Harish Parekh, and Mr. N. F. Tankariwala, Non Executive
Directors, who are also Independent Directors in terms of Listing
Agreements and meet the criteria of Independence in terms of Section
149(6) of the Act, should be considered for appointment as Independent
Directors of the Company under Section 149, 150 and 152 read with
Schedule IV of the Act. The term of office of the aforesaid Directors
was liable to determination by retirement of Directors by rotation
under the erstwhile applicable provisions of the Companies Act, 1956.
In terms of provisions of Section 149 and 152 of the Companies Act,
2013 which became effective from 1st April, 2014, an Independent
Director of a Company can be appointed for a term of 5 consecutive
years and he shall not be liable to determinate on by reti rement of
Directors by rotation. It is proposed to appoint Mr. Harish Parekh and
Mr. N. F. Tankariwala as Independent Directors of the Company for a
period upto five (5) years, who shall not be liable to determination by
reti rement of Directors by rotation.
Pursuant to the provisions of Section 161(1) of the Companies Act, 2013
Mr. Gautam Bhalla (having DIN : 00675609) was appointed as an
Independent Non-Executive Additi onal Director in the Board of the
Company by the Board of Directors in its meeti ng held on 27th
February, 2015 w.e.f. 27 February, 2015 who shall hold the office upto
the date of the ensuing 104th Annual General Meeting of the Company. In
terms of provisions of Section 149 and 152 of the Companies Act, 2013
which became effective from 1st April, 2014, an Independent Director of
a Company can be appointed for a term of 5 consecutive years and he
shall not be liable to determination by reti rement of Directors by
rotation. It is proposed to appoint Mr. Gautam Bhalla as Independent
Directors of the Company for a period upto five (5) years, who shall
not be liable to retire by rotation.
In view of the terms of appointment of Mr. Sandeep Singhania (having
DIN : 00343837) as the Managing Director on 27.08.2015 and considering
his satisfactory performance the Board of Directors by its resolution
passed on date 27.02.2015 re-appointed Mr. Sandeep Singhania as the
Managing Director for a further period of five (5) years. The term of
office of Mr. Sandeep Singhania, Managing Director and Mrs. Sarita
Singhania, Whole-time Director of the Company which was not liable to
determination by retirement of Directors by rotation under the
erstwhile applicable provisions of the Companies Act, 1956 shall
henceforth be liable to determination by retirement of Directors by
rotation.
LISTING ARRANGEMENT
The Equity Shares of the Company are listed on the BSE Limited, the
Calcutta Stock Exchange Limited, Delhi Stock Exchange Association
Limited and Ahmedabad Stock Exchange Limited. Whereas Company has
already applied for delisting its Equity Shares from The Calcutta Stock
Exchange Limited, Delhi Stock Exchange Association Limited and
Ahmedabad Stock Exchange Limited. The Annual Listing Fee for the
financial year ended 31st December, 2014 had been paid to the BSE
Limited. The Company has also paid the annual custodian fees to NSDL
and CDSL for the Securities of the Company held in dematerialized mode
with them for the year ended 31st December, 2014.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with the requirements of Clause 49 of Listi ng Agreement,
entered into with the Stock Exchange wherein the shares of the Company
are listed, Management Discussion and Analysis Report is annexed
herewith as Annexure ''B'' to this Report.
CORPORATE GOVERNANCE REPORT
As stipulated under Clause 49 of the Listing Agreement entered into
with the Stock Exchange the detailed report on Corporate Governance is
annexed herewith and marked as Annexure ''C'' to this report and the
certificate obtained from the statutory auditors of the Company,
regarding compliance of the conditions of Corporate Governance, as
stipulated in the said clause, is also attached to this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
(As per Section 217 (2AA) of the Companies Act, 1956)
As stipulated, your Directors affirm their commitment to the Directors''
Responsibility Statement as below :
(i) The Directors state that in preparati on of the Annual Accounts,
your Company has followed the applicable accounting standards except
gratuity liability being accounted for, as and when paid/payable.
(ii) The Directors have selected such accounting policies
and applied them consistently and made judgements and estimates that
are reasonable and prudent so as to give a true and fair view of the
state of affairs of your Company as on December 31, 2014 and the profit
for the Financial year.
(iii) 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
your Company and for preventing and detecting frauds and other
irregularities.
(iv) The Annual Accounts of your Company has been prepared on a
going concern basis.
COST AUDITORS
M/s. Rana Ghosh, Cost Accountants, having been appointed as Cost
Auditor(s) under Secti on 233B of the Companies Act, 1956 for
conducting the audit of cost records of the Company for the financial
year December 31, 2015.
AUDITORS'' REPORT
The remarks raised by Auditors in their report are self- explanatory
and therefore do not call for any further comments.
AUDITORS
Pursuant to Provisions of Section 139 of the Companies Act, 2013 and
the Rules made thereunder, the current Statutory Auditors of the
Company, M/s. Das & Prasad, Chartered Accountants, (Firm Registration
Number 303054E) retire at the conclusion of the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment.
The Company has received a letter from them to the effect as required
under Section 139 of the Companies Act, 2013 that their re-appointment
for a term of 3 (Three) years subject to ratification by members at
every Annual General Meeting from the conclusion of this meeting until
the conclusion of the 107th Annual General Meeting, if made, would be
within the prescribed limits under the Companies Act, 2013 and they are
not disqualified for re-appointment.
APPRECIATION
Your Directors wish to place on record their appreciation to the
financial institutions, Bankers and Shareholders for their continued
assistance and co-operation as well as confidence reposed in the
Company. Your Directors also thank the Executives, Staff and Workers
for their sincere and dedicated services.
For and on behalf of the Board
Registered Office :
3B, Lal Bazar Street Sandeep Singhania
Kolkata - 700 001 (DIN: 00343837)
Date : February 27, 2015 Managing Director
Dec 31, 2013
Dear Members,
The Directors have pleasure in presenting their 103rd Annual Report
along with the Audited Accounts for the year ended December 31, 2013
Particulars December 31, 2013 December 31, 2012
Profit before Depreciation and
Amortization Expense,
Finance costs & Taxation 448.21 464.49
Less : Depreciation and
Amortization Expense 87.18 78.12
Finance Costs 185.71 162.40
Exceptional items 123.17 -
Profit before tax 52.15 223.97
Less : Provision for Tax Expenses (net) 100.05 (43.40)
Profit / (Loss) after Tax (47.90) 267.37
Add : Balance brought forward from
previous year 128.42 129.61
Add : Transfer from General Reserve 87.93 -
Amount available for appropriation 168.45 396.98
Appropriations :
Proposed Dividend 37.48 37.48
Provision for tax on proposed dividend 2.55 6.08
Dividend Tax for earlier year
written back (21.89) -
Transferred to General Reserve - 225.00
Balance carried forward 150.31 128.42
168.45 396.98
Basic and diluted earning per share (0.32) 1.78
Directors'' Report
Review of Performance
The year under review was marginally better in terms of crop wherein
our own crop was higher by 43,815 kgs when compared to previous year.
We continued to have a very careful approach towards procurement of
bought leaf keeping quality in mind and as such our bought leaf
production has come down to 2,05,824 kgs from 2,60,552 kgs of previous
year. However, the total turnover of the company was lower at Rs.
3,962.48 lakh compared to Rs. 4,459.12 lakh of previous year and the main
reason for the same was lower carry forward stock this year when
compared to last year.
During the year under review the Indian tea production was higher by
7.9% to 1200 million kgs against 1112 million kgs of made tea previous
year. Similar trend was visible globally where Kenyan tea production
was signifi cantly higher when compared to last year. The overall
higher global tea production resulted in lower price realization in all
auction Centres when compared to last year. However, good quality teas
continued to sell readily with high price realization whereas common
and medium tea struggled to sell and fetched lower price in auction
Centres. However, because of our overall focus on quality our average
price realization stood higher at Rs. 130.85 per kg this year compared to
Rs. 128.25 per kg of last year.
During the year Company has made a net loss ofRs. 47.90 lakh. The
primary reason for the same is exceptional items related to sale of
Ambari Tea Estate. Due to inordinate delay in getting the permission
from various government authorities the matter went into litigation. A
prohibitively high stamp duty was becoming a stumbling block in
concluding the transaction. Simultaneously law and order situation at
the Ambari Tea Estate had gone from bad to worse and considering the
anticipated problem and keeping the interest of the shareholders and
company in mind, we gave a concession of Rs. 1.23 crores to the buyer on
the total consideration amount and transferred the property on as is
where is basis. Inspite of the losses, keeping in mind the shareholders
interest, a dividend is proposed at par with last year from the general
reserve of the company.
Company continued with policy to improve its existing tea estates by
way of regular uprooting, replanting of old tea bushes and continuous
up-gradation of fi eld and factory with a target of producing premium
quality tea, to enhance yield of the garden and to reduce the overall
costs. Our gardens have 100% irrigation facility which protected us
from the regular phenomena of drought in the early part of the season.
Prospects
Your company is optimistic about domestic tea market in the coming
year, particularly in the quality tea segment which continues to
command premium and sells briskly in the market. Demand for quality
tea continues to overstep the supply and as such there will be a
genuine premium available for the quality tea over inferior and medium
quality tea. This is likely to increase the price gap between quality
tea over non-quality segment. Indian production during the current
year could see a decline as there is extended drought condition in
North India which is likely to aff ect the health of tea bushes for the
entire season. However, the global crop scenario continues to be good.
The same is likely to translate into a higher premium for good quality
tea where as inferior and medium quality tea will have to struggle.
With domestic consumption steadily growing at around 3% CAGR and
likelihood of more exports to Iran, thus resulting in production of
more Orthodox tea. It is likely to create a shortfall in quality CTC
tea segment which is going to have a positive eff ect on the price of
quality CTC tea, the refl ection of which is also showing in the
auction centres wherein average price realization of quality tea is
higher by Rs. 10-15/- per kg. when compared to last year.
However, wage negotiations are due and are likely to be fi nalized by
June/July of this year. This increase is going to have a major impact
on the overall cost of production of tea once it is implemented.
Your company continues to take full benefit of all subsidies provided
by the Tea Board on various fronts. With adequate measures adopted by
the company to consolidate its existing operations through upgradation
of fi eld, plant & machineries to achieve quality enhancement along
with cost reduction, your company will make all eff orts to improve its
performance in the coming years.
Dividend
The Board has recommended a Dividend ofRs. 0.25 per Equity Share (i.e.
5%) for the year ended December 31, 2013 and such dividend, on
approval, will be paid to those members recorded in the registers of
the Company at the close of business on the date of Annual General
Meeting, subject, however, to the provision of Section 206A of the
Companies Act, 1956.
Personnel
None of the employees of the Company received remuneration exceeding
the limit specifi ed under Section 217(2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules, 1975 as amended.
We recognise people as our most valuable asset and cordial relations
with the employees were maintained at all company locations during the
year. The Board would like to place on record its appreciation for the
keen interest taken by employees at all levels to bring about
improvements in the diffi cult circumstances faced by the tea industry.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earning and Outgo Information pursuant to Section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosures of Particulars
in the Report of Board of Directors) Rules, 1988 relating to
conservation of energy and technology absorption, foreign exchange
earning and outgo are given by way of Annexure ''A'' to this Report.
Directors
Mr. Naresh Pachisia is retiring by rotation at this Annual General
Meeting and does not seek reappointment as per new SEBI norms for
Independent Director. Board of Directors are thankful to Mr. Pachisia
for his valuable guidance to the company during his tenure.
Management Discussion And Analysis Report
In accordance with the requirements of Clause 49 of Listing Agreement,
entered into with the Stock Exchange wherein the shares of the Company
are listed, Management Discussion and Analysis Report is annexed
herewith as Annexure ''B'' to this Report.
Corporate Governance Report
As stipulated under Clause 49 of the Listing Agreement entered into
with the Stock Exchange the detailed report on Corporate Governance is
annexed herewith and marked as Annexure ''C to this report and the
certifi cate obtained from the statutory auditors of the Company,
regarding compliance of the conditions of Corporate Governance, as
stipulated in the said clause, is also attached to this report.
Directors'' Responsibility Statement
(As per Section 217 (2AA) of the Companies Act, 1956)
As stipulated, your Directors affi rm their commitment to the
Directors'' Responsibility Statement as below:
The Directors state that in preparation of the Annual Accounts, your
Company has followed the applicable accounting standards except
gratuity liability being accounted for, as and when paid/payable. The
Directors have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of aff airs of
your Company as on December 31, 2013 and the loss for the Financial
year. The Directors have taken proper and suffi cient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
your Company and for preventing and detecting frauds and other
irregularities. The Annual Accounts of your Company has been prepared
on a going concern basis.
Auditors'' Report
The remarks raised by Auditors in their report are self- explanatory
and therefore do not call for any further comments.
Auditors
Messrs Das & Prasad, Chartered Accountants, retire at the end of the
ensuing Annual General Meeting and being eligible, off er themselves
for re-appointment.
Appreciation
Your Directors wish to place on record their appreciation to the fi
nancial institutions, Bankers and Shareholders for their continued
assistance and co-operation as well as confi dence reposed in the
Company. Your Directors also thank the Executives, Staff and Workers
for their sincere and dedicated services.
Registered Office : For and on behalf of the Board
3B, Lal Bazar Street
Kolkata - 700 001 Sandeep Singhania
Date : March 01, 2014 Managing Director
Dec 31, 2012
Dear Shareholder''s
The Directors have pleasure in presenting their 102nd Annual Report
along with the Audited Accounts for the year ended December 31, 2012
FINANCIAL RESULTS (Amount in Rs. Lacs)
Particulars December 31,2012 December 31,2011
Profit before Depreciation
and Amortization Expenses,
Financial cost & Taxation 464.49 803.68
Less: Depreciation and
Amortization Expenses 78.12 101.06
Financial Cost 162.40 178.92
Profit before Tax 223.97 523.70
Less: Provision for Tax Expenses (net) (43.40) 139.16
Profit after Tax 267.37 384.54
Balance brought forward from
previous year 129.61 132.19
Amount available for appropriation 396.98 516.73
Appropriations :
Proposed Dividend 37.48 74.96
Provision for tax on proposed dividend 6.08 12.16
Transferred to General Reserve 225.00 300.00
Balance carried forward 128.42 129.61
396.98 516.73
Basic and diluted earning per share 1.78 2.57
REVIEW OF PERFORMANCE
The year under review was yet another year of uncertain weather
condition wherein drought continued to prevail till the month of May
followed by severe pest infestation which was detrimental to crop for
the entire Dooars region and as such our own crop was behind by
1,02,679 kgs. when compared to previous year (current year production
was 28,41,147 kgs. when compared to 29,43,826 kgs of last year
[excluding Ambari Tea Estate]). Following our policy of making only
quality tea from the bought leaf, we were very selective in procuring
the bought leaf and as such our bought leaf production has also come
down to 2,60,552 kgs. from 3,77,588 kgs. of previous year. Your company
has adopted the policy of withdrawing from loss making segment i.e. tea
trading segment and as such turnover of the segment has come down to
Rs. 68.91 Lacs compared to Rs. 314.37 Lacs of previous year.
Combination of all these factors had translated into the total turnover
of the Company coming down from Rs. 5,100.61 Lacs to Rs. 4,459.12 Lacs.
Due to natural vagaries coupled with severe pest infestation, the India
Tea production during the year had suffered a lot. Similar trend was
visible globally as well wherein crop in Kenya and Sri Lanka suffered
severely, reflection of which was visible in buoyancy in the world Tea
Market. Average realization of our tea stands at Rs. 130.56 per kg.
this year when compared to Rs. 119.35 of last year. Our average sales
realization was much higher than district average realization because
of the continuous policy of the company to focus on producing quality
tea and making premium product.
Company''s policy to Improve its existing tea estates by way of regular
uprooting, replanting of old tea bushes and continuous up-gradation of
field and factory with a target of producing premium quality tea, to
enhance yield of the garden and to reduce the overall costs. Our
gardens have 100% irrigation facility which protects us from the
regular phenomena of drought in the early part of the season.
PROSPECTS
Your Company is cautiously optimistic about the tea market in the
coming year, particularly in the quality segment which continues to
command premium and sells briskly in the market. Demand for quality tea
continues to overstep the supply and as such there is a reasonable
premium available to quality tea over non-quality tea. This phenomenon
will continue to widen the price gap between quality and non-quality
segment. Global production during the current year seems to be very
good particularly in Kenya which is harvesting bumper crop. Though the
fundamentals of Indian tea market continues to be very sound but
unfortunately tea markets are governed by sentiments and as such there
could be price resistance at a higher price for quality tea. There is a
likelyhood that price realization in the non-quality tea could suffer
during the current year. Our own realization till date is more or less
at par with last year. However, steep rise in the cost of inputs and
wages continues to be a cause of concern for the coming year.
With domestic consumption continuing to grow at 3% CAGR and revival of
the exports to Iran is likely to give fillip to the tea market. It is
likely that more tea producers would switch over to Orthodox production
which would eventually reduce the availability of CTC tea. Considering
the above factors we are cautiously optimistic about the tea market in
the coming year.
The transaction of sale of Company''s Ambari Tea Estate to M/s. Stanmore
Estates Pvt. Ltd. of Coimbatore has not yet been completed due to
abnormal delay in getting the permission from Government of West Bengal
which is still under consideration.
Your Company continues to take full benefit of all subsidies provided
by the Tea Board on various fronts as well as SPTF loans. With adequate
measures adopted by the Company to consolidate its existing operations
through upgradation of field, plant & machineries to achieve quality
enhancement along with cost reduction, your Company is confident of
improving its performance in the coming years.
DIVIDEND
The Board has recommended a Dividend of Rs. 0.25 per Equity Share (i.e.
5%) for the year ended December 31,2012 and such dividend, on approval,
will be paid to those members recorded in the registers of the Company
at the close of business on the date of Annual General Meeting,
subject, however, to the provision of Section 206A of the Companies
Act, 1956.
PERSONNEL
None of the employees of the Company received remuneration exceeding
the limit specified under Section 217(2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules, 1975 as amended.
We recognise people as our most valuable asset and cordial relations
with the employees were maintained at all company locations during the
year. The Board would like to place on record its appreciation for the
keen interest taken by employees at all levels to bring about
improvements in the difficult circumstances faced by the tea industry.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
Information pursuant to Section 217(l)(e) of the Companies Act, 1956
read with the Companies (Disclosures of Particulars in the Report of
Board of Directors) Rules, 1988 relating to conservation of energy and
technology absorption, foreign exchange earning and outgo are given by
way of Annexure ''A'' to this Report.
DIRECTORS
Mr. N. F. Tankariwala retires by rotation and being eligible, offers
himself for re-appointment.
MANAGEMENT DISCUSSION AND ANALYSIS
In accordance w;th the requirements of Clause 49 of Listing Agreement,
entered into with the Stock Exchange wherein the shares of the Company
are listed, Management Discussion and Analysis is annexed herewith as
Annexure ''B'' to this Report.
REPORT ON CORPORATE GOVERNANCE
As stipulated under Clause 49 of the Listing Agreement entered into
with the Stock Exchange the detailed report on Corporate Governance is
annexed herewith and marked as Annexure ''C'' to this report and the
certificate obtained from the statutory auditors of the Company,
regarding compliance of the conditions of Corporate Governance, as
stipulated in the said clause, is also attached to this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
(As per Section 217 (2AA) of the Companies Act, 1956)
As stipulated, your Directors affirm their commitment to the Directors''
Responsibility Statement as below :
The Directors state that in preparation of the Annual Accounts, your
Company has followed the applicable accounting standards except
gratuity liability being accounted for, as and when paid/payable. The
Directors have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
your Company as on December 31, 2012 and the profit for the Financial
year. 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
your Company and for preventing and detecting frauds and other
irregularities. The Annual Accounts of your Company has been prepared
on a going concern basis.
AUDITORS'' REPORT
The remarks raised by Auditors in their report are self-explanatory and
therefore do not call for any further comments.
AUDITORS
Messrs Das & Prasad, Chartered Accountants, retire at the end of the
ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment.
APPRECIATION
Your Directors wish to place on record their appreciation to the
financial institutions, Bankers and Shareholders for their continued
assistance and co-operation as well as confidence reposed in the
Company. Your Directors also thank the Executives, Staff and Workers
for their sincere and dedicated services.
Registered Office : For and on behalf of the Board
3B, Lai Bazar Street
Kolkata - 700 001 Sandeep Singhania
Date : May 15, 2013 Managing Director
Dec 31, 2010
The Directors have pleasure in presenting their 100th Annual Report
along with the Audited Accounts for the year ended December 31, 2010
Financial Results
(Amount in Rs)
Particulars
December 31, 2010
December 31, 2009
Profit before Interest,
Depreciation and Taxation 11,10,14,234 10,56,71,957
Less: Depreciation 94,41,785 92,69,410
Interest and Finance Charges (net) 1,43,96,540 2,38,27,409
Profit before taxation 8,71,75,909 7,25,75,138
Less: Provision for taxation (net) 1,56,04,969 18,42,684
Profit after tax 7,15,70,940 7,07,32,454
Balance brought forward from
previous year 47,14,876 27,51,782
Surplus available for appropriation 7,62,85,816 7,34,84,236
Appropriations:
Transferred to General Reserve 5,00,00,000 6,00,00,000
Proposed Dividend 1,12,43,250 74,95,500
Provision for tax on proposed dividend 18,23,937 12,73,860
Balance carried forward to Balance
sheet 1,32,18,629 47,14,876
7,62,85,816 7,34,84,236
Basic and diluted earning per share 4.77 4.72
Review of Performance
The year under review, which is our centenary year, has indeed turned
out to be a landmark year for the Company, wherein our turnover,
average price realisation and net profit touched a record high. Owing
to a change in the Indian tea consumption pattern, wherein consumers
are ready to pay a premium for quality tea, which is high on demand.
The same pattern is reflected in our average realisations, wherein the
average price realisation of our tea has increased to Rs 119 compared to
Rs 114 last year. The same trend is seen in our turnover, which has
increased to Rs62.30 crores compared to Rs53.59 crores last year,
inspite of curtailed production by the Company compared to last year.
The Company is focused on making quality tea, catering to premium
consumer markets. A careful approach has been adopted for making tea
out of bought leaf. Production out of the same has reduced
significantly compared to last year, which is also reflected in our
overall production figures for the year. Even though own production
increased to 39.88 lakh kgs compared to 38.18 lakh kgs last year,
overall production declined due to a reduction in tea manufactured from
the bought leaf segment. Uncertain weather conditions continued to
prevail in tea growing areas and a drought like situation at the
beginning of the year is now a recurring trend. However, with a backup
of irrigation facilities, we have been able to reduce the negative
impact of draught like situations in our tea estates. Moreover,
improved field management coupled with better irrigation facilities
have helped us reduce our crop loss even in uncertain weather
conditions. Your Company continues to enjoy a premium in the domestic
market because of its continued focus on making quality tea, which is
also reflected in our overall performance.
With continued focus on consolidating existing tea estates by way of
uprooting, replanting/replacement planting of old bushes with new ones,
focusing on producing quality tea and adopting cost cutting measures,
your Company managed to maintain its growth momentum in operational and
net profit respectively.
Prospects
Your Company is optimistic about the tea market in the coming year,
particularly in the quality tea segment which has a commanding premium
and is selling briskly in the market. Fortunately, your Company falls
under this category. Last years carry forward stock continues to be
negligible, if not negative. Further, the world crop has declined to
25 million kgs till end April which could add fuel to the fire.
With the continued increase in domestic consumption of tea of 3% CAGR,
we expect a shortage to continue in the coming year which is likely to
affect the overall price realisation of tea, particularly in quality
tea segment which is projected to remain strong because of limited
availability.
The orthodox tea market is expected to remain buoyant in the coming
year, which will propel producers in Assam to increase orthodox tea
production. All these factors are likely to boost CTC tea price
realisations in the current year.
Subsidies will continue to be provided for additional orthodox tea
production and on the exports of the same, which would result in higher
exports, however, political turbulence in the Middle East, could prove
detrimental to our exports. However, overall exports are expected to be
at par with last year. Given the situation, we expect a stable market
for quality tea. The Tea Board continues to provide benefits in the
form of subsidies to producers, field and factory modernisation
efforts, as well as long-term loans through the SPTF scheme, which your
Company is taking the full benefit of.
The North Bengal tea industry is facing an uncertain situation as far
as wage revisions are concerned which is due from April 1, 2011. These
revisions will definitely increase garden costs significantly as the
tea industry is labour intensive in nature.
Given the prevailing scenario of the tea industry, and the steps taken
by the Company to consolidate its existing operations through
quality-enhanced produce with cost cutting measures supported by
favourable market condition for quality tea, your Company is confident
of improving its performance and growth in the coming years.
Dividend
The Board has recommended a Dividend of Rs 0.75 per equity Share (i.e.
15%) for the year ended December 31, 2010 and such dividend, on
approval, will be paid to those members recorded in the registers of
the Company at the close of business on the date of the Annual General
Meeting, subject, however, to the provision of Section 206A of the
Companies Act, 1956.
Personnel
None of the employees of the Company received remuneration exceeding
the limit specified under Section 217(2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules, 1975 as amended.
We recognise people as our most valuable asset and cordial relations
with the employees were maintained at all Company locations during the
year. The Board would like to place on record its appreciation for the
keen interest taken by employees at all levels to bring about
improvements in the difficult circumstances faced by the tea industry.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earning and Outgo
Information pursuant to Section 217(2)(e) of the Companies Act, 1956
read with the Companies (Disclosures of Particulars in the Report of
Board of Directors) Rules, 1988 relating to conservation of energy and
technology absorption, foreign exchange earning and outgo are given by
way of Annexure A to this Report.
Directors
Mr. Naresh Pachisia retires by rotation and being eligible, offers
himself for re-appointment.
Corporate Governance
In compliance with the disclosures required under the said Clause 49 of
the Listing Agreement, 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 Auditors compliance certificate thereon.
Directors Responsibility Statement
As stipulated, your Directors affirm their commitment to the Directors
Responsibility Statement as below:
The Directors state that in preparation of the Annual Accounts, your
Company has followed the applicable accounting standards except
gratuity liability being accounted for, as and when paid/payable. The
Directors have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
your Company as on December 31, 2010 and the profit for the year.
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 your Company and for
preventing and detecting frauds and other irregularities. The Annual
Accounts of your Company has been prepared on a going concern basis.
Auditors Report
The remarks raised by Auditors in their report are self- explanatory
and therefore do not call for any further comments.
Auditors
Messrs Das & Prasad, Chartered Accountants, retire at the end of the
ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment.
Appreciation
Your Directors wish to place on record their appreciation to the
financial institutions, Bankers and Shareholders for their
continued assistance and co-operation as well as confidence
reposed in the Company. Your Directors also thanks the
Executives, Staff and Workers for their sincere and dedicated
services.
For and on behalf of the Board
Sandeep Singhania
Managing Director
Registered Office
3B, Lai Bazar Street
Kolkata-700 001.
Date: May 14, 2011
Dec 31, 2009
The Directors have pleasure in presenting their 99th Annual Report
along with the Audited Accounts for the year ended 31st December, 2009.
FINANCIAL RESULTS (Amount in Rs.)
Particulars 31st December, 2009 31st December, 2008
Profit before Interest,
Depreciation,Taxation and
Extra Ordinary item 10,56,71,957 7,93,13,473
Less: Depreciation 92,69,410 97,21,303
Interests & Finance Charges
(net) 2,38,27,409 2,70,53,922
Profit before Taxation &
Extra Ordinary item 7,25,75,138 4,25,38,248
Less : Prior Period item - 1,86,768
Profit before Taxation 7,25,75,138 4,23,51,480
Provision for Taxation
- Current Tax (20,50,000) (4,60,000)
- Fringe Benefit Tax <66,584) (2,91,416)
- Deferred Tax (Liability)
/Assets 13,76,371 (16,46,420)
- MAT Credit Entitlement 16,43,041 10,87,365
- Agriculture Income Tax for
earlier years (27,45,512) -
Profit after Tax 7,07,32,454 4,10,41,009
Balance brought forward from
previous year 27,51,782 60,95,453
Surplus available for
appropriation 7,34,84,236 4,71,36,462
Appropriations :
Transferred to General
Reserve 6,00,00,000 4,00,00,000
Proposed Dividend 74,95,500 37,47,750
Provision for Tax on
Proposed Dividend 12,73,860 6,36,930
Balance carried forward to
Balance Sheet 47,14,876 27,51,782
7,34,84,236 4,71,36,462
Basic and Diluted Earning
Per Share 4.72 2.74
REVIEW OF PERFORMANCE
The year under review had shown a significant turn around for the tea
industry as far as price realization is concerned wherein tea prices
were higher to the tune of Rs. 24/- to Rs. 26/- when compared to last
year. Your Company also benefited out of the same trend which is
reflecting in the financial statements as well. The turnover of the
Company has risen to Rs. 53.59 crore when compared to Rs. 50.49 crore
of previous year and out of the said turn over Rs. 7.65 crore was from
tea trading segment. Own production of your Company has come down to
46.04 lakh Kgs. from 46.73 lakh Kgs. of previous year. Uncertainty in
weather condition continued to prevail in tea growing areas wherein
drought continued to persist till the month of April which had hampered
the initial producing month i.e. March and April. The loss of crop due
to unfavourable weather condition had been curtailed with efficient
irrigation system and field management followed by the garden. Our
consistent policy of producing quality tea and cost cutting measures
has continued to yield results with better profits. The price
realization for the gardens has been significantly higher than last
year which was Rs. 114/- against Rs. 88/- of previous year. Your
Companys gardens continue to be in top 15 of the batting order of
Dooars and Terai Region.
With continued focus on consolidation of our existing tea estates by
way of uprooting and replanting/replacement of old bushes with new
ones, maximizing capacity utilization of factory by way of increase in
the intake of bought leaf as far as possible and adopting cost cutting
measures, your Company had managed to maintain its growth in
operational profit and net profit.
PROSPECTS
Your Company is cautiously optimistic about the tea market in the
coming year. Though there is negligible carry forward stock from last
year to this year, the world production of tea till February, 2010 is
higher by 55 million Kgs. and Indian production too till the month of
April is likely to be higher than last year. Higher world crop could
upset the sentiments of tea market to a certain extent but given the
domestic market dynamics where domestic consumption continues to
increase at 3.3% CAGR, the effect of this could be minimal as far as
domestic average price realization is concerned. Orthodox tea market in
the current year is buoyant and it is expected that additional Orthodox
tea would be produced by the industry which would result in reduction
in availability of CTC teas in the market to a certain extent.
Tea Board has given sufficient subsidies for making Orthodox tea as
well as on export of teas which could result in achieving the target
quantity of 200 million for export in the current year which can act as
catalyst to improve the domestic market sentiment. We expect that the
market would be firm in the current year given the aforesaid situation.
Tea Board continues to give benefits in terms of subsidies for
modernization of field and factory as well as long term loan out of
SPTF Scheme at an attractive interest rate which the Company is taking
full benefit of the same.
Given the prevailing scenario of tea industry and the steps taken by
your Company for consolidation of its existing operations with
improvisation in quality of its produce with cost cutting measures,
your Company is confident of its better performance and growth in the
coming years.
DIVIDEND
The Board has recommended a Dividend of 10% for the year ended 31st
December, 2009 and such Dividend, on approval, will be paid to those
members recorded in the registers of the Company at the close of
business on the date of Annual General Meeting, subject, however, to
the provision of Section 206A of the Companies Act, 1956.
PERSONNEL
None of the employees of the Company received remuneration exceeding
the limit specified under Section 217(2A) of the Companies Act, 1956,
read with Companies (Particulars of Employees) Rules, 1975, as amended.
We recognise the value of people as our most valuable asset and cordial
relations with the employees were maintained at all the Companys
locations during the year. The Board would like to place on record its
appreciation for the keen interest taken by employees at all levels to
bring improvement in the difficult circumstances of the tea industry.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
Information pursuant to Section 217(2)(e) of the Companies Act, 1956,
read with the Companies (Disclosures of Particulars in the Report of
Board of Directors) Rules, 1988, relating to conservation of energy,
technology absorption and foreign exchange earning and outgo are given
by way of Annexure A to this Report.
DIRECTORS
Mr. Harish Parekh retires by rotation and being eligible, offers
himself for re-appointment.
Mr. N. F. Tankariwala was invited to join the Board and was appointed
as an Additional Director of the Company w.e.f. 30th March, 2010 to
hold office until the ensuing Annual General Meeting. Being eligible he
offers himself for appointment as Director
of the Company and a Notice under Section 257 of the Companies Act,
1956, has also been received from a membersignifying his intention to
propose the name of Mr. Tankariwala as a Director of the Company.
Mr. Tankariwala aged about 72 years, has got vast experience as
consultant in tea internationally. He had been the Chairman of the Tea
Research Association, the oldest and the largest tea research centre in
the world. He had been the Managing Director of The Moran Tea Company
(India) Ltd. for 18 years. He had been a member of the National
Committee of the Indian Tea Association for 18 years. He has also been
a member of the General Committee of the Bengal Chamber of Commerce.
His wide experience and knowledge is beneficial to the operation of the
Company. Presently he is the Director of :
a) Nirvan Commercial Company Ltd.
b) Marut Jute Udyog Pvt. Ltd.
c) Trans Global Logistics Pvt. Ltd.
The Board considers that the Company will benefit immensely from the
contribution of Mr. Tankariwala and as such recommend his appointment
as Director of the Company.
CORPORATE GOVERNANCE
In compliance with the disclosures required under the said Clause 49 of
the Listing Agreement, 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 Auditors compliance certificate thereon.
DIRECTORS RESPONSIBILITY STATEMENT
As stipulated your Directors affirm their commitment to the Directors
Responsibility Statement as below :
The Directors state that in preparation of the Annual Accounts, your
Company has followed the applicable accounting standards except
gratuity liability being accounted for, as and when paid/payable. The
Directors have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
your Company as on 31st December, 2009 and the profit for the year. 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 your Company and
for preventing and detecting frauds and other irregularities. The
Annual Accounts of your Company has been prepared on a going concern
basis.
AUDITORS REPORT
The remarks raised by Auditors in their report are self-explanatory and
therefore do not call for any further comments.
AUDITORS
Messrs Das & Prasad, Chartered Accountants, retire at the end of the
ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment.
APPRECIATION
Your Directors wish to place on record their appreciation to the
Financial Institutions, Bankers and Shareholders for their continued
assistance and co-operation as well as confidence reposed in the
Company. Your Directors also thank the Executives, Staff and Workers
for their sincere and dedicated services.
Registered Office : For and on behalf of the Board
3B, Lai Bazar Street
Kolkata - 700 001 Sandeep Singhania
Date : May 08, 2010 Managing Director
Dec 31, 2000
The Directors have pleasure in presenting their 90th Annual Report
along with the Audited Accounts for the period ended 31st December,
2000.
CHANGE OF FINANCIAL YEAR
The Company has changed its financial year ending on 31st December,
from 31st March till last financial year. The accounts for the current
financial year are for nine months period from 1st April, 200 to 31st
December, 2000 against for twelve months from 1st April, 1999 to 31st
March 2000 last year. Such change has been affected to align the
financial year of the Company with a typical Tea year i.e. January to
December.
FINANCIAL RESULTS 31st Dec,2000 31st March,2000
Profit before Interest, Depreciation
& Taxation 4,60,38,915 5,60,71,934
Less : Depreciation 58,71,624 69,27,961
Interest & Finance charges 2,37,05,087 2,82,42,492
Provision for Taxation -- 10,00,000
Profit for the year 1,64,62,204 1,99,01,481
Earlier years adjustment (-) 5,76,857 (-) 5,24,398
Add : Balance brought forward
from previous year 27,63,202 47,26,378
Surplus available for appropriation 1,86,48,549 2,41,03,461
Appropriations :
Transferred to General Reserve 75,00,000 75,00,000
Transferred to Debenture
Redemption Reserve 45,00,000 61,00,000
Proposed Dividend 30,00,100 22,50,075
Interim Dividend paid -- 45,00,150
Tax on Dividend 3,06,010 9,90,034
Balance Carried to Balance Sheet 33,42,439 27,63,202
1,86,48,549 2,41,03,461
REVIEW OF PERFORMANCE
As a whole year 2000 was a difficult year for the tea industry. The
sharp fall in tea prices and depressed market conditions during the
period under review affected profitability of entire tea industry, to
which Company could not be an exception. The major factors contributing
fall in prices were excess carry forward stock from last year, lower
exports, sluggish domestic demand and dampened market sentiments. Our
Production could not meet the budgeted target because of initial
drought and industry-wise decision to shut down gardens by 12th
December, 2000, which your Company also adhered to.
CURRENT YEAR
Current year started with a better note as there was no major carry
forward stock from last year. Moreover tea industry is taking all steps
to promote tea by way of generic promotion. Proper efforts are being
made to increase the exports by sending delegations to major
international markets like UK, CIS where Indian tea had lost its ground
to Sri Lankan and Kenyan teas. Further more untapped markets, with
immense potential like US are being targeted for export promotion.
Market situation in current year is likely to remain consistent. It is
eminent that quality will be the major factor to determine price level
and price difference between quality and non-quality tea would widen
further. As such your Company had adopted long term quality oriented
policy and has done hard work on it. Such hard work is now showing
results and we can expect better results in coming years.
DEVELOPMENT PROGRAMME
New Factory at Ambari Tea Estate had started functioning and had
improved quality of tea at Ambari. At other tea estates also the
modernisation of factories and upgradation of field practices by way of
uprooting, replanting and consolidation of existing plantation are
continuing. Irrigation facilities were also substantially augmented at
all tea estates by upgrading/installing new irrigation sets to take
care of initial period drought, which has become a regular phenomenon.
DIVIDEND
Due to pressure on profitability, your Board of Directors recommend
dividend of 10% to all the shareholders whose names appear on the
register of members as on 18th September, 2001. Total Dividend outgo
including Dividend tax Rs. 3,06,010/- will amount to Rs. 33,06,110/-.
PERSONNEL
None of the employees of the Company received remuneration exceeding
the limit specified under section 217(2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules, 1975 as amended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
Information pursuant to Section 217 (2) (e) of the Companies Act, 1956
read with the Companies (Disclosures of Particulars in the Report of
Board of Directors) Rules, 1988 relating to conservation of energy and
technology absorption, foreign exchange earning and outgo are given by
way of Annexure to this Report.
DIRECTORS
Mr. D.V. Chugh retires by rotation and being eligible, offers himself
for re-appointment.
CORPORATE GOVERNANCE
Adequate steps are being taken for formal implementation of Corporate
Governance norms prescribed by SEBI.
INFORMATIONS ABOUT THE STOCK EXCHANGES WHERE SHARES OF COMPANY ARE
LISTED
The equity shares of the Company are listed in the Stock Exchanges as
stated below and the annual listing fees has been paid to all
exchanges. Name of the Stock Exchange Address
(1) The Kolkata Stock Exchange Association Limited, 7 Lyons Range
Kolkata-700 001
(2) The Stock Exchange, Mumbai Phiroze Jeejeebhoy Towers ,
Dalai Street, Mumbai - 400 001
(3) The Delhi Stock Exchange Association Limited, DSE House 3/1, Asaf
Ali Road New Delhi-110002
(4) The Stock Exchange, Ahmedabad Kamdhenu Complex, Pinjarapole
Ahmedabad - 380 015
AUDITORS REPORT
The remarks raised by Auditors in their report are self explanatory and
therefore do not call for any further information.
AUDITORS
Messrs. Das & Prasad, Chartered Accountants, retire at the end of the
ensuing Annual General Meeting and being eligible, offer themselves for
reappointment.
DIRECTORS RESPONSIBILITY STATEMENT
As stipulated your Directors affirm their commitment to the Directors
Responsibility Statement as below :
The Directors state that in preparation of the Annual Accounts, your
Company has followed the applicable accounting standards except
gratuity liability being accounted for, as and when paid/payable. The
Directors have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
your Company as at 31s1 December, 2000 and of the profit for the
period. 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
your company and for preventing and detecting frauds and other
irregularities. The annual accounts of your Company have been prepared
on a going concern basis.
APPRECIATION
Your Directors wish to place on record their appreciation to the
Financial Institutions, Bankers and Shareholders for their continued
assistance and co-operation as well as confidence reposed in the
Company. Your Directors also thank the Executives, Staff and Workers
for their sincere and dedicated services.
Registered Office : For and on behalf of the Board
3-B, Lal Bazar Street
Kolkata - 700 001 Sandeep Singhania
Dated, the 5th July, 2001 Managing Director