Dear Members,
Your Directors are pleased to present their Fortieth Annual Report and
the Companys audited financial statement for the financial year ended 31st
March, 2023.
Financial Results
The Companys financial performance, for the year ended 31st
March, 2023 is summarized below:
Rs in Lakhs
| Particulars |
Standalone |
Consolidated |
|
2023 |
2022 |
2023 |
2022 |
| Revenue from Operations |
10,584.06 |
8,345.37 |
10,584.06 |
8,345.37 |
| Other Income |
(6.08) |
1,088.06 |
37.15 |
1,131.20 |
| Total Income |
10,577.98 |
9,433.43 |
10,621.21 |
9,476.57 |
| Expenses |
|
|
|
|
| Operating Expenditure |
9,685.91 |
7,911.95 |
9,737.36 |
7,931.14 |
| Depreciation & Amortisation Expenses |
263.77 |
245.16 |
263.89 |
245.28 |
| Total Expenses |
9,949.68 |
8,157.11 |
10,001.25 |
8,176.42 |
| Profit Before Exceptional Items and Tax |
628.30 |
1,276.32 |
619.96 |
1,300.15 |
| Less: Exceptional Items |
- |
- |
(200.00) |
885.75 |
| Profit / (Loss) Before Tax |
628.30 |
1,276.32 |
819.96 |
414.40 |
| Less: Tax expense |
(76.28) |
46.59 |
(38.05) |
46.58 |
| Profit After Tax |
704.58 |
1,229.73 |
858.01 |
367.82 |
| Other Comprehensive Income for the year, net of tax |
(205.88) |
485.32 |
(205.88) |
485.32 |
| Total Comprehensive Income / (Loss) for the year |
498.70 |
1,715.05 |
652.13 |
853.14 |
Results of Operations and the State of the Companys Affairs
The year under review was a challenging year for tea industry. Tea is a
labor intensive industry with cost of labour accounting for 60% of the cost of manufacture
of tea. A moderation in domestic tea prices due to increase in production on a YoY basis,
and increase in wage costs compared to f.y. 2021-2022, had impacted the operating margin
(OPM) of bulk tea players. The annual production of teas in North India for the f.y.
2022-2023 was 1145.78 million Kgs compared to 1113.04 million Kgs in f.y. 2021-2022. The
average realisation of teas for North India went up from Rs190.36 in f.y. 2021-2022 to
Rs200.85 in f.y. 2022-2023. The increase in production of own tea coupled with higher
average realisation of tea of your Company for the f.y. 2022-2023 as compared to f.y.
2021-2022 resulted in increase in operating profit for the year under review. The average
price realisation of tea in f.y. 2022-2023 was Rs265.53 compared to Rs243.09 in f.y.
2021-2022. The production of tea in the current season are lower than last year. The North
India Production figure for April, 2023 was 63.71 million Kgs compared to 71.16 million
Kgs in the corresponding period of 2022. Our Own Tea Productions are marginally higher.
The average realisation price of our teas from 01/04/2023 to 31/05/2023 is lower as
compared to the corresponding period of the previous year. Overall market sentiment at
present is fairly depressed with weak domestic and international demands. The year ahead
looks di3cult for the tea industry. The company with its focus on production of quality
tea will also be affected by the market sentiments but to a lesser degree.
In the financial year 2022-2023, 32.49 hectares, 29.13 hectares and
30.70 hectares of the plantation area were replanted, rehabilitated and uprooted
respectively. Investment in factory machinery has also been made to upgrade the
machineries and also to enhance quality of teas.
The Company is registered as a medium enterprise under Micro, Small and
Medium Enterprises Development (MSMED) Act, 2006 bearing Udyam Registration Number
UDYAM-WB-10-0003498. This has resulted in lower interest rate charged by the Bank and the
Company will also avail other benefits as and when announced for MSME.
Certifications
The quality management system of Mackeypore Tea Estate, Kanco Tea &
Industries Limited bearing ANZSIC Code: 2180 has been assessed and found to meet the
requirements of ISO 9001:2015. The certificate no. IN/QMS/00270/0386 is valid for
manufacturing of black tea from green tea leaves till 20/05/2025.
The food safety systems of Mackeypore Tea Estate, Kanco Tea &
Industries Limited has been assessed and found to meet the requirements of ISO 22000:2018
(Food Safety Management System). The certificate no.IN/FSMS/00065/0387 is valid for
manufacturing of black tea from green tea leaves till 20/05/2025.
Mackeypore Tea Estate & Lakmijan Tea Estate has been issued
verification certificate bearing no.TS-VC/CB/00001286/2023 under trustea code for
sustainable tea in India by Control Union. Bamonpookrie Tea Estate has also been issued
verification certificate bearing no. TS-VC/CB/00000471/2021 under trustea code for
sustainable tea in India by Control Union. The trustea code covers social, agronomic, food
safety, occupational health & safety and environmental criteria.
Dividend
The Directors of your Company has recommended a dividend of Rs1/- per
Equity Share of Face Value of Rs 10/- for the year under review.
Share Capital
As on 31st March, 2023, the issued, subscribed and paid up share
capital of your Company stood at Rs 5,52,28,270. During the year under review, the Company
has not issued any shares .However, the Company had redeemed its 40000 7% Non-Cumulative
Redeemable Preference Shares allotted on 17.04.2003 on 17.04.2023 as per the terms of
issue. The said redemption has been intimated to the authorities and regulators. At
present the issued, subscribed and paid up share capital of your Company is Rs
5,12,28,270.
Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2023 is available on the Companys website on
https://kancotea.in/pdf/2022-2023/Annual%20Return%20for%20the%20year%20ended%20
31st%20March,%202023.pdf.
Directors
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Umang Kanoria (DIN:00081108), Managing Director retires by
rotation at the ensuing Annual General Meeting and being eligible has offered himself for
reappointment.
During the year under review, Mr. Umang Kanoria (DIN: 00081108) was
appointed as Managing Director, liable to retire by rotation for a period of three years
w.e.f 01.08.2022. Ms. Shruti Swaika (DIN: 07659238) was appointed as an Independent
Director of the Company for a period of 5 consecutive years with effect from 6.05.2022 to
5.05.2027 not liable to retire by rotation. The approval of the shareholders was sought
for continuation in payment of remuneration to Mrs. Kanoria, Whole time Director of the
Company, on existing terms and conditions as approved by the shareholders in the 36th
Annual General Meeting of the Company and upto the completion of her tenure on 30th
November, 2024, beyond the limits prescribed under Section 197 of the Companies Act, 2013
and within the limits specified in Schedule V to the Companies Act, 2013. The Board of
Directors on recommendation of the Nomination and Remuneration Committee had appointed Mr.
Ravindra Suchanti (DIN: 00143116) as Non-Executive Independent Director of the Company on
28.04.2023 for a tenure of 5 years subject to the approval of the shareholders. Further,
the Board of Directors on recommendation of the Nomination and Remuneration Committee
appointed Mr. Dipankar Samanta (DIN: 10176966) as an Additional Non-Executive
Non-Independent Director with effect from 30th May, 2023. In terms of Section
161 of the Companies Act, 2013, Mr. Samanta holds office up to the date of the 40th
Annual General Meeting. The Company has received requisite notices in writing from the
members proposing Mr. Ravindra Suchanti and Mr. Dipankar Samanta names for the office of
Directors.
Accordingly, the Board recommends the resolutions for appointment of
Mr. Ravindra Suchanti as an Independent Director not liable to retire by rotation and Mr.
Dipankar Samanta as a Non-Executive and Non-Independent Director of the Company, liable to
retire by rotation for approval by the members of the Company. The Independent Directors
of the Company have given declarations that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
Directors of the Company have confirmed that they have complied with the Companys
Code of Conduct. In the opinion of the Board, the Independent Directors, fulfill the
conditions of independence specified in Section 149(6) of the Companies Act, 2013 and
Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Directors expressed their sorrow for the deaths of Mr. Golam Momen,
Independent Director and Mr. Govind Ram Banka, Non-Executive Director of the Company on
29.01.2023 and 4.05.2023 respectively. The Directors placed on record their deep
appreciation for the valuable guidance and assistance received from them, during their
tenure as Directors and Members of various committees of the Board of Directors of the
Company.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, Guidance note on
Board Evaluation issued by SEBI on 5th January, 2017, and on the recommendation of the
Nomination and Remuneration Committee of the Company a structured questionnaire was
prepared after taking into consideration the various aspects of the Boards
functioning, composition of the Board and its Committees, culture, execution and
performance of specific duties, obligations and governance. The Board of Directors has
carried out an annual evaluation of its own performance, board committees, and individual
directors pursuant to the provisions of the Act and SEBI Listing Regulations. The
performance of the committees was evaluated by the Board after seeking inputs from the
committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings wherein adequate opportunity is given to the members
to share their views, effective contribution in Boards decision by recommendations
made by Committee etc The Board and the Nomination and Remuneration Committee reviewed the
performance of individual directors on the basis of criteria such as the contribution of
the individual director to the board and committee meetings like preparedness on the
issues to be discussed, Communication and contribution in the discussions in a positive
and constructive manner impacting company performance etc.
At the board meeting the performance of the Board, its Committees, and
individual directors was also discussed. Performance evaluation of independent directors
was done by the entire Board, excluding the independent director being evaluated. The
Nomination and Remuneration Committee also reviewed its implementation of the said policy
and its compliance. The Board of Directors expressed their satisfaction with the
evaluation process.
Policy on Directors Appointment, Remuneration etc
Pursuant to Section 178(3) of the Companies Act, 2013 Nomination and
Remuneration Committee formulated the criteria for identification and selection of the
suitable candidates for various positions in senior management and also candidates who are
qualified to be appointed as Director on the Board of the Company. The Committee also
recommended a policy relating to the remuneration for the directors, key managerial
personnel and other senior management personnel and a process by which the performance of
the directors could be evaluated and the details of this policy are given in the Corporate
Governance Report. The policy can be viewed at
http://kancotea.in/pdf/2017-2018/NOMINATION%20AND%20 REMUNERATION%20POLICY.pdf.
Key Managerial Personnel
The following persons are the Key Managerial Personnel (KMP) of the
Company in compliance with the provisions of Section 203 of the Companies Act, 2013: a)
Mr. U. Kanoria (DIN: 00081108), Managing Director (w.e.f. 01.08.2022) b) Mrs. A. Kanoria
(DIN:00081172), Whole-time Director c) Ms. Charulata Kabra, Company Secretary d) Mr. S. K.
Parhi, Chief Financial Officer
Number of Meetings of the Board
5(five) meetings of the Board of Directors were held during the year.
Audit Committee
The Audit Committee comprises of Independent Directors namely Mr. Navin
Nayar (Chairman) and Mr. Ravindra Suchanti and Mr. Dipankar Samanta, Non-Executive
Director. All the recommendations made by the Audit Committee were accepted by the Board.
Directors Responsibility Statement
The Directors hereby confirms that a) in the preparation of the annual
accounts, the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed and there are no material departures from the
same; b) they had 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 the Company as at 31st March, 2023 and of the
profit of the Company for the year ended on that date; c) they had taken 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 irregularities; d) they had prepared the annual accounts on a
going concern basis; e) they had laid down internal financial control to be followed by
the company and that such internal financial controls are adequate and were operating
effectively; and f ) they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Statutory Auditors
The members at the 36th Annual General Meeting of the
Company had approved appointment of M/s NKSJ & Associates, Chartered Accountants
(Registration No. 329563E) as Statutory Auditors of the Company to hold office for a
period of five years from the conclusion of 36th AGM till the conclusion of the 41st
AGM. The requirement to place the matter relating to appointment of auditors for
ratification by Members at every AGM has been done away by the Companies (Amendment) Act,
2017 with effect from 7th May, 2018. Accordingly, no resolution is being
proposed for ratification of appointment of statutory auditors at the 40th AGM.
The Company has received the consent and eligibility certificate from
M/s NKSJ & Associates, Chartered Accountants to the effect that their appointment is
within the limits prescribed under Section 141 of the Companies Act, 2013 read with rules
and that they are not disqualified within the meaning of Section 141 of the Companies Act
2013. They have also confirmed that they hold a valid peer review certificate as
prescribed under regulation 33(1) (d) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Statutory Auditors Report
The report by the Statutory Auditors is self-explanatory and has no
qualification, reservation, adverse remark or disclaimer; hence no explanation or comments
by the Board were required. No cases of fraud were reported by Statutory Auditors during
the financial year under review.
Secretarial Audit Report
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 Mr. Asit Kumar Labh, Practicing Company Secretary (C.P No.14664) to
undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is
annexed herewith marked as Annexure A to this report.
Pursuant to Regulation 24A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report of
the Secretarial Auditor of Winnow Investments and Securities Private Limited, material
subsidiary of the Company is annexed herewith marked as Annexure B to this report.
Cost Audit
In accordance with the provisions of Section 148 of the Companies Act,
2013 and the Companies (Audit and Auditors) Rules, 2014, the Company is required to
appoint a Cost Auditor to audit the cost records. The Company has reappointed M/s A. C.
Dutta & Co, Cost Accountants (Registration No.000125) 10 K S Roy Road, 2nd
Floor, Kolkata-700001 as Cost Auditors for the financial year ended 31st March,
2024 and their remuneration is to be ratified at the ensuing Annual General Meeting. The
Cost Audit Report for the year 2021-2022 was filed with the Ministry of Corporate Affairs.
The Company has maintained the cost accounts and records in accordance with Section 148 of
the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.
Secretarial Standards
The Company has adhered to applicable Secretarial Standards i.e. SS-1
and SS-2, relating to ‘Meeting of the Board of Directors and ‘General
Meetings.
Particulars of Loans, Guarantees or Investments by Company
The particulars of investments made and loan given by the Company under
Section 186 of the Companies Act, 2013 are provided in note nos. 7 and 9 to the financial
statements.
Related Party Transactions
All Related Party Transactions that were entered into during the
Financial Year under review were on an arms length basis, and in the ordinary course
of business and are in compliance with the applicable provisions of the Act and the
Listing Regulations. There were no materially significant Related Party Transactions made
by the Company during the year that required shareholders approval under Regulation
23 of the Listing Regulations. All Related Party Transactions are placed before the Audit
Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained
for the transactions which are repetitive in nature or when the need for these
transactions cannot be foreseen in advance. None of the transactions entered into with
Related Parties fall under the scope of Section 188(1) of the Act. Details of transactions
with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of
the Companies (Accounts) Rules, 2014 are given in Annexure - C in Form AOC - 2 and forms
part of this Report. The Company has adopted a Policy for dealing with Related Party
Transactions. The Policy as approved by the Board is available at the web
link:http://kancotea.in/pdf/2021-2022/POLICY%20
ON%20DEALING%20WITH%20RELATED%20PARTY%20TRANSACTONS%20AND%20MATERIALITY%20OF%20RELATED%20
PARTY%20TRANSACTIONS.pdf
Material Changes and commitments occurred between the end of the
Financial Year under Review and the date of this report.
No material changes and commitments have occurred between the end of
the financial year under review and the date of this report.
One-time settlement with Banks or lending institutions, if any
During the year under review, the Company has not entered into any
one-time settlement with Banks or lending institutions.
Cases registered with NCLT under the provisions of insolvency and
Bankruptcy Code, 2016, either by the Company or against the Company
During the year under review, no cases have been registered with NCLT
under the provisions of Insolvency and Bankruptcy Code, 2016, either by the Company or
against the Company.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
A statement pursuant to Section 134(3) (m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 on conservation of energy,
technology absorption, foreign exchange earnings and outgo is annexed herewith marked as
Annexure D to this report.
Risk Management
As per requirement of Section 134(3) (n) of the Companies Act, 2013 the
Board of Directors in its meeting held on 9th May, 2014 has approved the Risk
Management Policy. The Board envisaged the following elements of risks which may threaten
the existence of the Company:
Nature Related Risk
Tea being an agricultural produce is affected by the vagaries of
weather. Weather plays a major role in determining the final output of produce. Both
excess and scarcity of rainfall play havoc with the final output of produce. KTIL has
carried out extensive drainage network to deal with the problem arising out of excess
rainfall. KTIL has a detailed plan of action for bringing its plantation areas under
irrigation and more than 70% of its plantation areas are under irrigation now.
Pest Management
Tea bushes are prone to attack by various pests like cater pillars,
Loppers, Red Slug, Red Spider, Helopeltis, Thrips, Green Fly, etc. KTIL has experienced
competent senior personnel in the garden, who controls pest by way of timely detection and
spray of agro-chemicals. KTIL has also a policy of keeping adequate agro chemicals in
stock in anticipation of pest attack during a particular month based on past behavior of
pests. KTIL is working out on a plan on integrated pest management, which will promote the
use of physical, biological and mechanical control methods, and the least possible use of
agrochemicals.
Labour
Tea being a labour intensive industry is prone to loss of output due to
labour unrest. KTIL provides its entire workforce employed in the estate along with their
families access to drinking water, food, housing and basic medical care as per the
guideline of Plantation Labour Act, 1951 and Assam Plantation Labour Rules. Workers are
paid the o3cial agreed wage as per the agreement entered into between the recognised trade
union and KTIL. KTIL follows a strict ‘Non-Discrimination Policy on the basis of
race, creed, gender, political opinion and membership of trade union. KTIL always aim to
maintain cordial relationship with its workforce.
Market Risk
The tea prices are volatile and affected by the conditions prevailing
in the market. The inferior quality teas are affected more by volatility in prices in
comparison to top quality teas. KTILs thrust on making top quality teas minimized
the risk due to volatility in prices.
Bought Leaf Operation
KTIL purchases green leaves from outside suppliers and produces it
under a di3erent mark called Lakmijan to protect its own mark Mackeypore. KTIL processes
the bought leaves separately from its own leaves. The physical segregation of own tea
leaves and bought leaves manufacturing process is clearly visible. The Company is
vulnerable to volatility in selling price of tea made from bought leaves.
Risks due to Fire, Accident, Theft, Etc.
KTIL has taken appropriate insurance policy to safeguard itself against
loss that may arise from risks associated with fire, earthquake etc.
Risk due to Fraud
KTIL has installed adequate internal control measures to minimise the
occurrence of fraud and internal audit is also conducted at regular intervals by an
external agency.
Risk of Doubtful and Bad Debt
The credit worthiness of sundry debtors is checked by the senior
management to fix the credit period, if any to be given. The background check of new party
is also carried out before deciding on the credit period.
Corporate Social Responsibility
The Company has a Policy on Corporate Social Responsibility and the
same has been posted on the website of the Company at
http://kancotea.in/pdf/2021-2022/CSR%20POLICY.pdf. The Annual Report on CSR activities in
terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules,
2014 is annexed as Annexure - E, which forms part of this Report
Subsidiaries, Joint Ventures and Associate Companies
As on 31st March, 2023, we have one wholly owned material
subsidiary namely Winnow Investments and Securities Private Limited. During the year, the
Board of Directors reviewed the affairs of the subsidiary. In accordance with Section
129(3) of the Companies Act, 2013, we have prepared the consolidated financial statement
of the company and its subsidiary, which forms part of the Annual Report. The revenue and
total comprehensive income of the subsidiary for the financial year ended 31st
March, 2022 was Rs59.24 Lakhs (P.Y Rs 55.55 Lakhs) and Rs 169.43 Lakhs (P.Y. Rs 849.50)
Lakhs) respectively. The total asset of the subsidiary as on 31st March, 2021
was Rs2393.82 Lakhs (P.Y Rs 2225.07 Lakhs). Further, a statement containing the salient
features of the financial statement of our subsidiary in the prescribed format AOC-1 is
annexed to the financial statements.
Deposits
During the year under review, the Company has not accepted any
deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the
Companies (Acceptance of Deposits) Rules, 2014. Pursuant to Rule 2(c) (viii) of the
Companies (Acceptance of Deposits) Rules, 2014, the Company has received money from its
Directors, the details of which are provided in the Financial Statement.
Material Orders Passed by the Regulators /Courts/ Tribunal
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and companys operations in
future.
Changes in the nature of business
During the year under review, there was no change in the nature of the
business of the Company.
Internal Controls
The Company has an effective Internal Control system with reference to
Financial Statements. The Audit Committee of the Board of Directors reviews the adequacy
and effectiveness of the Internal Control System. The Companys internal Control
System is commensurate with its size, scale and complexities of its operations.
Vigil Mechanism/ Whistle Blower policy
The Company has a Vigil Mechanism / Whistle Blower policy to report
genuine concerns and grievances. Protected disclosures can be made by a whistle blower
through an email or dedicated telephone line or a letter to the Chairman of the Audit
Committee. The policy can be viewed at
http://kancotea.in/pdf/Code%20of%20Conduct/VIGIL%20MECHANISM_
WHISTLE%20BLOWER%20POLICY.PDF.
Stock Exchange
At present, the Companys equity shares are listed at BSE Limited
(Scrip Code- 541005) and the Calcutta Stock Exchange Limited (Scrip Code-10014107) and
Listing Fees for the financial year 2023-2024 has been paid.
Management Discussion and Analysis
Management Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34(3) read with Schedule V to Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed
herewith marked as Annexure F to this report.
Corporate Governance
The Report on Corporate Governance provisions in accordance with the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed herewith marked as Annexure G to this report.
Transfer to Investor Education and Protection Fund
During the year under review, the declared dividend (2014-2015) which
remained unpaid or unclaimed for a period of seven years has been duly transferred by the
Company to the Investor Education and Protection Fund (IEPF). Further, all shares in
respect of which dividend remained unpaid or unclaimed for seven consecutive years, the
corresponding shares were also transferred to the Demat Account of IEPF Authority.
Dividend which has remained unpaid or unclaimed out of the dividend declared by the
Company for the year ended 31st March, 2016 will be transferred to the Investor
Education and Protection Fund ("IEPF"), pursuant to Sections 124 and 125 of the
Companies Act, 2013. Pursuant to Section 124(6) of the Companies Act, 2013 read with Rule
6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (the "IEPF Rules") as amended, the equity shares
corresponding to the dividend for the financial year ended 31st March, 2016
onwards has remained unpaid or unclaimed for seven consecutive years will also be
transferred to the demat account of the IEPF Authority. Thereafter no claim shall lie on
the Company for the said unpaid or unclaimed dividend and equity shares. Shareholders will
have to make their claims with the IEPF Authority following the appropriate rules in this
regard. In compliance with the said IEPF Rules, the Company had sent notices to all
members who have not claimed dividend for seven consecutive years, published the requisite
advertisements in the newspapers and had also informed Stock Exchanges where shares of the
Company are listed. List of shareholders whose dividend remains unclaimed as on the date
of closure of financial year i.e. 31st March, 2022 is available on the
Companys website "www.kancotea.in". Further the list of shareholders whose
shares are liable to be transferred to IEPF in FY 2023-2024 is available on the
Companys website "www.kancotea.in".
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
As per the requirements of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your
Company has constituted Internal Complaints Committee (ICC) which is responsible for
redressal of complaints related to sexual harassment. The following is the summary of
Sexual Harassment complaints received and disposedprofitduring the year 2022-2023 by the
respective Internal Complaints Committee: No. of Complaints pending as on 1st
April, 2022: Nil No. of Complaints received: Nil No. of Complaints Disposed o3: Nil No. of
cases pending as on 31st March, 2023: Nil
Details pertaining to remuneration as required under section 197(12) of
the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended
| Sl. No. Particulars |
Details |
| (i) The ratio of the remuneration of each director to the
median remuneration of the company for the financial year |
Mr.Umang Kanoria1- MD - 3.50:1 |
|
Mrs.Anuradha Kanoria - WTD – 13.29:1 |
|
Mr.Golam Momen2 - N.A.# |
|
Mr.Navin Nayar - N.A. # |
|
Mr.Govind Ram Banka2 - N.A.# |
|
Ms.Shruti Swaika3- N.A.# |
| Sl. No. |
Particulars |
Details |
| (ii) |
The percentage increase in remuneration of each Director,
Company Secretary and Chief Financial Officer |
Directors: |
|
|
Mr.Umang Kanoria2 - MD - N.A. |
|
|
Mrs.Anuradha Kanoria - WTD – 4.31% |
|
|
Mr.Golam Momen2 - N.A. |
|
|
Mr.Navin Nayar - N.A. |
|
|
Mr.Govind Ram Banka - N.A. |
|
|
Ms.Shruti Swaika - N.A. |
|
|
Key Managerial Personnel |
|
|
Ms.Charulata Kabra - CS - 9.70% |
|
|
Mr.Subhra Kanta Parhi - CFO - 7.60% |
| (iii) |
The percentage increase in the median remuneration of
employees in the financial year |
2.52% |
| (iv) |
The number of permanent employees on the rolls of the Company |
2454 |
| (v) |
Ratio of remuneration of the highest paid director to that of
the employees who are not directors but receive remuneration in excess of the highest paid
director during the year |
Not applicable as there are no employees receiving higher
remuneration than the highest paid director. |
| (vi) |
Afirmation that the remuneration is as per the
remuneration policy of the Company |
Remuneration paid during the year ended 31st
March, 2023 is as per the Remuneration Policy of the Company |
1 Mr. Umang Kanoria was appointed as Managing Director w.e.f 1.08.2022
2 Mr. Golam Momen and Mr. Govind Ram Banka ceased to be Director w.e.f
29.01.2023 and 04.05.2023 respectively.
3 Ms. Shruti Swaika was appointed as an Independent Director w.e.f
6.05.2022
# Non-Executive /Independent Directors have been paid only sitting fees
for meetings attended by them and hence the remuneration paid to them is not comparable to
the median remuneration.
Note- Liability for gratuity and leave encashment as required by Indian
Accounting Standard 19 (Ind AS-19) is provided on actuarial valuation report for the
Company as a whole. The amount pertaining to individual employee is not ascertainable and
therefore not included in the above calculation.
Particulars of Employees
The Company has no employee who were in receipt of remuneration of more
than Rs1.02 Crores per annum during the year ended 31st March, 2023 or of more
than Rs 8.50 Lakhs per month during any part thereof. The disclosures pertaining to
remuneration and other particulars as prescribed under the provisions of Section 197 of
the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014 are annexed herewith marked as Annexure H to this report.
Acknowledgement
Your Directors place on record their appreciation for the cooperation
and support extended by the Employees, Banks/ Financial Institutions and all other
business partners.
|
For and on behalf of the Board of Directors |
|
U.Kanoria |
| Place: Kolkata |
Chairman & Managing Director |
| Dated: 30th May, 2023 |
DIN: 00081108 |
+91-9892691696
