Directors' REPORT Dear Shareholders, Your Directors have pleasure in presenting their 104th Annual Report along with the Audited Accounts for the year ended December 31, 2014. 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 production 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 continued 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 modernization 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 situation 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 Protection 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 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(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 determination by retirement 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 retirement 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 Additional Director in the Board of the Company by the Board of Directors in its meeting 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 retirement 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 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 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 preparation 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 Sandeep Singhania (DIN: 00343837) Managing Director Registered Office : 3B, Lal Bazar Street Kolkata - 700 001 Date : February 27, 2015 |