REPORT OF THE DIRECTORS The Directors of the Company have pleasure in presenting the Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015. DIVIDEND: The Board of Directors of your Company due to Loss do not recommend dividend for the year under review (Previous year 10%). OPERATION OVERVIEW Your company's turnover stood at Rs.23.01 lacs for the period ended 31-03-2015 against Rs. 25.61 lacs in the previous year. The decline in turnover is due to decline in production. The decrease in production is mainly due to unfavourable weather condition. COURSE OF BUSINESS AND OUTLOOK Management discussion and analysis report give the state of affairs of the business of the Company attached to this report separately. (Annexure I) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO. Particulars in respect of conservation of energy, technology absorption , foreign exchange earnings and outgo as required under section 134 (3)(m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 as set out in a separate statement attached hereto and forming part of the report. (Annexure II) CORPORATE GOVERNANCE Clause 49 of the Listing Agreement as amended vide circular dated 15/09/2014 is not mandatory for your company. The Report for the same will be attached as and when the same will be applicable to your Company. EXTRACTS OF ANNUAL RETURN The Extracts of Annual Return in format MGT-9 for the financial year 2014-15 have been enclosed with the report. (Annexure III) DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirements of Section 134(1)(c) of the Companies Act, 2013 and on the basis of explanation and compliance certificate given by the executive of the Company and subject to the disclosures in the annual accounts and also on the basis of discussion with the Statutory Auditors of the Company from time to time we state as under :- (a) That in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure. (b) That the director had selected such accounting policy and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period: (c) That the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities: (d) That the directors had prepared the annual accounts on a going concern basis: (e) That the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively: and (f) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DIRECTORS Your Board of Directors have appointed Mrs. Indra Jalan, Mr. Anirudha Jalan and Mr. Sanjay Kumar Kejriwal w.e.f. 17-07-2014. Mr. A. K. Jalan and Mr. B. K. Singh resigned from the directorship of the Company w.e.f. 17-07-2014 Mr. J. K. Bhagat resigned from the directorship of the Company w.e.f. 14-08-2014. To appoint a director in place of Mrs. Indra Jalan, who is liable to retire by rotation and being eligible offers herself for re-appointment. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committee and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company. NUMBER OF MEETINGS OF BOARD OF DIRECTORS The Board of directors have met 7 times and independent Director met once during the year ended 31st March, 2015. DETAILS OF COMMITTEE OF DIRECTORS The composition of Audit committee of Directors, nomination and remuneration committee of directors and stake holders of the grievance committee of directors, number of meetings held during the financial year 2014-15 and meetings attended by each member of the committee as required under the Companies Act, 2013 (Annexure IV) The recommendation by the Audit Committee as and when made to Board has been accepted by it. KEY MANAGERIAL PERSONNEL Mr. S. P. Jalan, CEO and Mr. K. C. Mishra, Company Secretary & CFO of the Company who have been appointed before commencement of The Companies Act, 2013 are the key managerial personnel of the Company as per definition under section 2(51) and Section 203 of the Act. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY The particulars of Contracts or Arrangements made with related parties pursuant to sub-section (1) of Section 188 of the Companies Act, 2013 furnished in Form AOC -2, is attached to this report as Annexure V. The transaction with related party which requires disclosure under section 134(3)(h) of The Companies Act, 2013 and Rule 8(2) of the Companies (accounts) Rules 2014 are given in the notes to the financial statement. LOAN, INVESTMENT AND GUARANTEE BY THE COMPANY There is no loan given, investment made, guarantee given or security provided by the Company to any entity under section 286 of The Companies Act, 2013. FIXED DEPOSIT Your Company has not accepted any fixed deposit for the financial year ended 31-03-2015. RISK MANAGAMENT The Company has led down a comprehensive risk assessment and minimization procedure which is reviewed by the Board from time to time. The procedures are reviewed to ensure that executive management control risk through means of properly defined frame work. The major risk have been identified by the Company and its mitigation process / measures have been formulated. ANALYSIS OF REMUNERATION Pursuant to Rule 5 of the Companies (Appointment and Remuneration) Rules 2014 disclosure on remuneration related information of employee, key managerial personnel is annexed herewith in Annexure VI. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013. The Company reported to provide the safe and conducive work environment to its employee during the year under review, no case of sexual harassment was reported. AUDITORS M/s. Lodha & Co. Auditors of the Company will retire from the office of the Auditors and being eligible offer themselves for re-appointment. SECRETARIAL AUDIT REPORT A Secretarial Audit Report for the year ended 31-03-2015 in prescribed form duly audited by the Practicing Company Secretary M/s. D. C. Sahoo & Co. is annexed herewith and forming part of the report. (Annexure VII) PARTICULARS OF EMPLOYEES No employee of the Company was in receipt of such remuneration as to disclose particulars pursuant to the provision of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. ACKNOWLEDGEMENT The Directors wish to express their appreciation to all officers, members, staff and workmen of the Company for valuable services rendered and dedication exhibited by them. They also express their gratitude to Tea Board and Bankers for their co-operation and support extended to the Company and express their thanks to Shareholders for their confidence and understanding. For and on behalf of the Board S. K. KEJRIWAL Directors ANIRUDHA JALAN Directors Kolkata, The 29th day of May, 2015 Registered Office : "McLeod House" 3, Netaji Subhas Road, Kolkata - 700 001. |