| Dear Members,
The Directors have pleasure in presenting the Annual Reports together
with the Audited Accounts for the year ended March 31, 2014.
1. FINANCIAL RESULTS:
(Rs. in lacs)
For the year ended For the year ended
31 March, 2014 31 March, 2013
Profit/(Loss) before
Depreciation & Taxation 157.31 150.96
Depreciation 138.32 146.11
Profit/(Loss) before Taxation 18.99 4.85
Provision for taxation - -
Profit/(Loss) after taxation 18.99 4.85
Deduct/Add:
Balance brought forward from Profit
& Loss Account (1003.97) (1008.82)
Balance carried forward (984.98) (1003.97)
2. DIVIDEND:
In view of the carry forward losses, the Board is recommending no
dividend.
3. OPERATIONS:
During the financial year under review, your company produced 28.63
lacs kgs of Black Tea as compared to 26.57 lac kgs in the previous
year. After a slow start in March 2013, the tea harvest settled down
quickly to good intakes generally across Assam.
Importantly, the average realization per kg. was reasonably higher due
to better quality of tea produced. Significantly lower inventory and
strong consumption growth should stabilize the prices during the season
2014. Tea prices of better quality are expected to improve from the
last year both in domestic and global markets. The company's focus has
always been to produce quality teas, which continues to command a
premium in both domestic and international market.
Uprooting and replanting policy of the company was maintained. This has
resulted in an improvement of the age profile of the Tea bushes. A good
standard of young tea has been established.
4. SCHEME OF ARRANGEMENT:
As reported earlier year the Board of the Company had approved the
proposal of the scheme of De-merger of both the Tea Estates Dhullie and
Tinkharia. However, the Scheme of De-merger could not be finalized due
to procedural formalities. Your Directors are actively pursuing
alternative mechanism for effective completion of the sale agreement
and hope to finalise the same during the current financial year.
5. AUDITORS' REPORT:
The Auditor's observation have been dealt with in the notes to the
Accounts which are self explanatory and do not require further
clarification.
6. AUDITORS:
M/s Tiwari & Co., Chartered Accountants, Auditors retire at the
forthcoming Annual General Meeting and being eligible offer themselves
for reappointment. The Audit Committee has recommended their
appointment as auditors of the Company.
7. DIRECTORS:
Shri S Gangopadhyay an independent director tendered his resignation
and ceased to be director of the company on and from 13 Sept 2013. Your
directors put on record their gratitude for the valuable advises given
by Shri S Gangopadhyay from time to time during his tenure as a
director.
Shri M K Guha and U S Menon independent directors are appointed for a
term of 5 consecutive years from the date of the ensuing Annual General
Meeting up to the expiry of five consecutive years or the date of the
70th AGM, whichever is earlier, subject to the approval of the
shareholders at the ensuing Annual General Meeting. After such
appointment the said directors will no longer be liable to retire by
rotation during their tenure as independent directors. Shri Surendra
Rampuria, retires at the ensuing Annual General Meeting of the Company,
being eligible, offers himself for reappointment.
The independent directors have fulfilled the criteria of independence
as defined under section 149(6) of the Companies Act 2013 and requisite
declaration in terms of section 149(7) of the Companies Act have been
received.
8. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956 ("the Act")
your Directors state and confirm the following:
(i) That in preparation of the Company's Annual Accounts for the year
ended 31 March, 2014 the applicable accounting standards have been
followed and proper explanations have been provided for material
departures, where applicable.
(ii) That such accounting policies were selected and applied
consistently and the judgments and estimates were 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 ended 31 March, 2014 and
of the profit of the Company for that financial year.
(iii) That proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularity, were taken.
(iv) That the annual accounts were prepared on the basis of a going
concern.
9. FIXED DEPOSITS:
The Company has decided not to accept any fresh deposit.
10. CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges a
separate report on Corporate Governance along with the Auditors'
Certificate on its compliance is annexed to this report.
11. PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956:
Information as per Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 is not applicable.
The particulars required in terms of Section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 are given in the annexed
Statement.
13. PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956
Information as per Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 is not applicable.
The particulars required in terms of Section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 are given in the annexed
Statement.
14. APPRECIATION:
Your Directors record their appreciation for the co-operation extended
by all the employees. Your Directors also thank the Banks and Financial
Institutions for their support. Your Directors also gratefully
acknowledge your continued support as Shareholders.
By Order of the Board
Siddharth Rampuria
(MANAGING DIRECTOR)
Head Office:
1, Shakespeare Sarani,
Kolkata 700 071 Mrinal Kanti Guha
Dated: 30 May, 2014 (DIRECTOR) |