DIRECTORS'REPORT Dear Members, Your Directors have pleasure in presenting the Annual Report with Audited Accounts of the Company for the year ended 31st March, 2015. DIVIDEND Your Directors have recommended for your approval, a dividend of Rs. 3/- per share for the year ended 31st March, 2015. TRANSFER TO RESERVES The Company proposes to transfer Rs. 300 lacs to the General Reserve out of the amount available for appropriations and an amount of Rs. 1002 lacs is proposed to be retained in the Profit and Loss Account. OPERATIONAL REVIEW The turnover of your Company stood at Rs. 8803.03 lacs which is higher as compared to the previous year's turnover of Rs. 8,771.81 lacs. The profit after tax has decreased from Rs. 580.93 lacs to Rs. 97.30 lacs. Your Company produced 47,49,094 Kgs. of Tea during the year as against 53,80,878 Kgs. produced during the year 2013-14, a decrease of 6,31,784 kgs. to the previous year; 2,30,942 Kgs. of Coffee during the year as against 1,94,445 Kgs. during the year 2013-14, an increase of 36,497 Kgs. from the previous year and 9,19,046 Kgs. of Rubber during the year as against 7,42,757 Kgs. produced during the year 2013-14, an increase of 1,76,289 Kgs. from the previous year. EXPANSION / CAPITAL EXPENDITURE The capacity of Shreemoni Tea Factory acquired from Dhunseri Petrochem & Tea Ltd. at Dibrugarh has been enhanced from 12 lacs kgs. to 17 lacs kgs. of Made Tea per annum during the current year. Company has incurred capital expenditure amounting to Rs. 934.34 lacs during the year ended 31st March, 2015 as compared to Rs. 503.59 lacs for the same period last year. FIXED DEPOSITS The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report for the year under review is provided in Annexure - A forming part of this Report. RISK MANAGEMENT The Company has laid down well defined risk management mechanism covering the risk exposure, potential impact and risk mitigation process. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined frame work. Risk and Concerns as envisaged by the Company is presented in a separate section forming part of the Annual Report. LOANS, GUARANTEES AND INVESTMENTS The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company. RELATED PARTY TRANSACTIONS All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Act and the Listing Agreement. There are no materially significant related party transactions made by the Company with promoters, directors or key managerial personnel etc. during the year which might have potential conflict with the interest of the Company at large. SAFETY, HEALTH & ENVIRONMENT The Company has committed to maintaining highest standard of safety, health environment protection and has complied with all applicable statutory requirements and prevention of pollution. It always strives to keep the estates greener and cleaner and committed to the safety and health of its employees. HUMAN RESOURCE DEVELOPMENT / INDUSTRIAL RELATIONS The Company has built its workforce with a diverse background of individuals - essential for the kind of organization what it is. The Company constantly endeavours to provide a platform where people have opportunities to actualize their maximum potential through work which helps to stretch their intellect. Continuous efforts are on for a work-culture which encourages innovation, transparency in communication, trust and amity. The present workforce of the Company is 6130. Industrial relations in all the estates, factories and offices of the organization were cordial throughout the year under review. Attrition rate during the year ended 31st March, 2015 was zero and during the last decade it was not more than 1%. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013. CORPORATE SOCIAL RESPONSIBILITY The Board has constituted a Corporate Social Responsibility Committee. A Corporate Social Responsibility Policy has also been framed which is placed on the Company's website. Corporate Social Responsibility activities as required u/s 135 of the Companies Act, 2013 are provided in Annexure - B forming part of this Report. Your Company also continues its welfare activities by participating in various projects sponsored by TAI, ITA, ABITA, TOKLAI, UPASI, KPA in the States of Assam, Karnataka & Kerala and also directly contributes to the area's social causes. CORPORATE GOVERNANCE The Company has adopted the Corporate Governance Policies and Code of Conduct which set out the principles of running the Company with fairness, transparency and accountability. A report on the Corporate Governance along with a certificate from a Practicing Company Secretary regarding compliance of the Corporate Governance for the year under review is provided in Annexure - C forming part of this Report. DIRECTORS Board Diversity The Company believes that a truly diverse board will leverage difference in thought, perspective, knowledge, skill, regional and industry experience, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. Number of Meetings of the Board The Board met four times during the financial year, the details of which are given in the "Report on Corporate Governance" forming part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. Policy on Directors' Appointment and Remuneration For maintaining the independence of the Board, and separate its functions and management, Company's policy is to have an appropriate combination of Executive and Independent Directors. As on March 31, 2015, the Board consists of 8 members, of which, six are Non-Executive Directors and two are the Executive Directors. The Board has four Independent NonExecutive Directors, one Promoter Non-Executive Chairman, one woman Promoter Non-Executive Director, one Promoter Executive Vice-Chairman and one Non-Promoter Professional Executive Director. The need for change in its composition and size are evaluated periodically. The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company. Board Evaluation The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The evaluation of all the Directors and the Board as a whole was conducted and the Board approved the evaluation results as collated by the nomination and remuneration committee. None of the Independent Directors are due for re-appointment. Declaration by Independent Directors The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. DIRECTORS' RESPONSIBILITY STATEMENT The financial statements are prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. There are no material departures from prescribed Accounting Standards in the adoption of these standards. The Board of Directors of the Company confirms that : i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure; ii) the selected Accounting Policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profits of the Company for the year ended on that date; iii) proper and sufficient care has been taken 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; iv) the annual accounts have been prepared on a going concern basis; v) the internal financial controls have been laid down and such internal financial controls are adequate and are operating effectively; and vi) the Company has internal systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Retirement of Director Smt. Pushpa Devi Bangur is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. SUBSIDIARY & ASSOCIATE COMPANIES a) The Company as on 31st March, 2015 has three wholly owned Subsidiary Companies namely, Gloster Real Estates Pvt. Ltd., Cowcoody Builders Pvt. Ltd. and Pranav Infradev Co. Pvt. Ltd. and one Associate Company namely The Cochin Malabar Estates And Industries Ltd. b) Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company's Subsidiaries and Associate is attached to the financial statements of the Company. c) Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements alongwith the relevant documents and separate audited accounts in respect of Subsidiaries and Associate are available on the website of the Company. CONSOLIDATED FINANCIAL STATEMENTS & CASH FLOW The audited consolidated financial statements of the Company together with Auditors' Report for the year ended 31st March, 2015 and Cash Flow Statement as on that date are annexed. AWARDS & RECOGNITIONS / CREDIT RATING Awards & Recognitions • The Company has been accredited with ISO 9001:2008 certification by SGS, U.K. • Joonktollee Tea Estate in Assam has been accredited with ISO 22000 : 2005 certification by SGS, Switzerland. • Goomankhan Tea Estate in Karnataka has been accredited with ISO 9001:2008 certification by Det Norske Veritas, Netherlands. • Goomankhan Tea Estate has bagged The Golden Leaf Awards for the leaf, fannings and dust categories for 2015. • Pullikanam Tea Estate has bagged The Golden Leaf Awards for the leaf, fannings and dust categories for 2015. • The Company has bagged Platinum Award in '2013-14' Vision Awards Annual Report Competition from LACP, USA. Credit Rating The Company continues to have the domestic credit ratings of BBB stable from CRISIL. AUDITORS AND AUDITORS' REPORT Statutory Auditors M/s. Singhi & Co. Chartered Accountants, were appointed as Statutory Auditors of the Company at the Annual General Meeting held on August 26, 2014 to hold office till the conclusion of the Annual General Meeting for the Financial Year 2016-17. The appointment of the Auditors shall be placed for ratification at every Annual General Meeting in terms of the first proviso to Section 139 of the Companies Act, 2013. Accordingly, the appointment of M/s. Singhi & Co. Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the Shareholders. M/s. Singhi & Co., Chartered Accountants, have confirmed that their appointment shall be within the limits and in accordance with the provisions of Section 141 of the Companies Act, 2013 for that they have submitted the Peer Review certificate issued to them by Institute of Chartered Accountants of India (ICAI). Secretarial Auditors The Board of Directors of the Company had appointed M/s. MKB & Associates, Company Secretaries to carry out secretarial audit for the financial year 2014-15 in terms of the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder. The Secretarial Audit Report for the Financial Year 2014-15 is provided in Annexure - D forming part of this report. The Board has reappointed M/s. MKB & Associates, Company Secretaries, as Secretarial Auditors of the Company for the Financial Year 2015-16. ANNUAL RETURN In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013 an extract of the Annual Return as required under Section 92(3) of the Companies Act, 2013 and the Rules made thereunder is provided in Annexure - E forming part of this report. INTERNAL FINANCIAL CONTROL For ensuring methodical and efficient conduct of its business, the Board has adopted policies and procedures. Thus, it ensures on the one hand, safeguarding of assets and resources of the Company, prevention and detention of frauds and errors, accuracy and completeness of the accounting records, timely preparation of financial disclosures and on the other hand, encourages the improvement of the operational performance of the Company. The Internal Audit of the Company is conducted by an Independent Chartered Accountant Firm. The findings of the Internal Audit and the Action Taken Report on the Internal Audit are placed before the Audit Committee which reviews the audit findings, steps taken and the adequacy of Internal Control System. OTHER DISCLOSURES i) There were no material changes and commitments affecting the financial position of the Company occurring between 31st March, 2015 and the date of this Report. ii) There is no change in the business of the Company. iii) There were no significant and material orders passed byregulator or courts or tribunals impacting the going concern status and Company's operation in future. PARTICULARS OF EMPLOYEES The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure - F(I) forming part of this Report. A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure - F(II) forming part of this Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is provided in Annexure - G forming part of this Report. ACKNOWLEDGEMENT Your Directors take this opportunity to thank the Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and the stakeholders for their continued co-operation and support to the Company. Your Directors also wish to record their appreciation for the continued co-operation and support received from the employees of the Company. On behalf of the Board (K.C. Mohta) Executive Director & Chief Executive Officer (H.Bangur) Executive Vice-Chairman Place : Kolkata Date : 15th May, 2015 |