Your Directors have pleasure in presenting the 101st Annual Report on
the performance of the Company together with the Audited Financial Statements for the
financial year ended 31st March, 2023.
FINANCIAL RESULTS:
Rs. in Lakhs
|
31.03.2023 |
31.03.2022 |
| Profit before finance cost, depreciation and tax |
1,867.39 |
1,647.96 |
| Finance Cost |
10.23 |
10.23 |
| Depreciation |
365.08 |
349.42 |
| Profit before tax |
1,492.08 |
1,288.31 |
| Tax Expense |
(280.55) |
(259.40) |
| Profit for the year |
1,211.53 |
1,028.91 |
| Other Comprehensive Income |
157.92 |
77.79 |
| Total Comprehensive Income |
1,369.45 |
1,106.70 |
Indian Accounting Standards (Ind AS)
In the preparation of financial statements, the Company has followed
the Indian Accounting Standards (Ind AS) and the financial results have been prepared in
accordance with the recognition and measurements principles laid down in the said
standards.
Dividend
Your directors have recommended a final dividend of Rs. 1.70 per share
(17%) which together with an interim dividend of Re. 1/- per share (10%) already paid,
makes a total dividend of Rs.2.70 per share (27%) for the year ended 31st March, 2023
[previous year Rs.3.70 per share including a centenary year dividend of Re.1/- per share
(37%)]. The proposed final dividend of Rs. 1.70 per share (17%) for the year amounting to
Rs. 84.94 lakhs will be accounted in the financial year 2023-24 in accordance with Ind
AS10 - Events after the reporting period.
Transfer to Reserves
The Directors have proposed to transfer a sum of Rs.1,000 Lakhs to the
General Reserve which will be accounted in the financial year 2023-24 in accordance with
Ind AS 10 - Events after the reporting period.
Operations
The total quantity of tea manufactured during the year under review was
33,94,965 kgs as against 34,11,886 kgs during the previous year. The rainfall during the
year was 1549 mm as against 1268 mm during the previous year. Your Company has recorded a
sale of 37,07,341 kgs (previous year 34,87,144 kgs) during the year. The total exports
during the year were 18,91,839 kgs (previous year 16,50,415 kgs). The average price
realized during the year was higher when
compared to the previous year. Profit before tax for the year was Rs.
1,492.08 lakhs as against Rs.1,288.31 lakhs during the previous year.
Outlook
As there has been a delay in summer showers in the current year, the
crop prospects are slightly lower than 2022-23. However, with the Companys focus on
enhancing production of high-quality teas, strict cost control and mechanization measures,
the outlook appears good.
Share Capital
The paid-up capital of the Company as at 31st March 2023 remains
unchanged.
Directors Responsibility Statement
As required by sub-section 5 of Section 134 of the Companies Act, 2013,
your Directors confirm that:
a) in the preparation of Annual Accounts for the year ended 31st March,
2023, the applicable Indian Accounting Standards have been followed without any material
departures;
b) such accounting policies have been selected and applied consistently
and judgment and estimates have been made 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 that period;
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
to safeguard the assets of the Company and to prevent and detect fraud and other
irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) proper internal financial controls to be followed by the Company
have been laid down and that the financial controls are adequate and were operating
effectively;
f) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems are adequate and were operating
effectively.
Directors and Key Managerial Personnel
Mr. T.G.B. Pinto resigned from the Board of the Company with effect
from 1st January, 2023. The Board places on record its appreciation of the services
rendered by Mr T.G.B. Pinto during his tenure as a Director.
Mr. R. Rajkumar, Vice President was appointed as Whole-time Director by
the Board of Directors at its meeting held on 30th March, 2023 liable to retire by
rotation subject to the approval of shareholders. The shareholders have approved the
appointment of Mr. R. Rajkumar as Whole-time Director through postal ballot on 16th May,
2023.
Of the Directors liable to retire by rotation, Ms. P. Shobhana Ravi
will retire at the forthcoming Annual General Meeting. She is eligible for re-election and
offers herself accordingly.
Mr.R.Rajkumar, Whole-time Director, Mr.S.Raghuraman, Chief Financial
Officer, Mr.R.V.Sridharan, Company Secretary, Mr. Shilajit Roy Choudhury, Vice President
are the key managerial personnel of the Company.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Details pertaining to Conservation of Energy, Technology Absorption and
Foreign Exchange earnings and outgo are given in Annexure 1.
Particulars of Loan, Guarantees or Investments under Section 186
The Company has not given any loan or guarantee to any Body Corporate
in terms of Section 186 of the Companies Act, 2013, during the financial year 2022-23.
Particulars of contracts or arrangements made with related parties
Particulars of contracts or arrangement with related parties referred
to in Section 188 (1) of the Companies Act, 2013 in the prescribed form AOC-2 is appended
as Annexure 2 to this report.
Material changes and Commitments between 31st March 2023 and
date of this report
There are no material changes and commitments affecting the financial
position of the company which have occurred between 31st March 2023 and the date of this
report.
Transfer to Investor Education and Protection Fund (IEPF)
The Company has transferred during the year unclaimed dividends
amounting to Rs. 4,64,089/- to the Investor Education and Protection Fund. There were no
shares due to be transferred to the demat account of IEPF Authority during the year.
Annual Return
Pursuant to Section 92 (3) read with Section 134 (3) of the Companies
Act, 2013, the draft Annual Return for the year ended 31st March, 2023 is available on the
website of the Company at the weblink: https/www.unitednilgiri.com/investors. The final
Annual Return shall be uploaded after the same is filed with the Ministry of Corporate
Affairs.
Number of meetings of the Board
Five meetings of the Board were held during the year the details of
which are furnished in the Report on Corporate Governance which forms part of this report.
Declaration by Independent Directors
The Company has received declarations from all the independent
directors confirming that they meet the criteria of independence as prescribed both under
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Policy on appointment and remuneration of Directors
The Companys policy on Directors appointment and remuneration remains
unchanged which can be accessed on the Companys website unitednilgiritea.com.
Committees of the Board
The Company has four Committees as mentioned below:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
A detailed note on the composition of the Board and its Committees and
the meetings held during the financial year is provided in the Report on Corporate
Governance.
Auditors
There are no qualifications, reservations or adverse remarks or
disclaimers made by K.S.Aiyar & Co., Chartered Accountants, Statutory Auditors in
their report.
K.S.Aiyar & Co., Chartered Accountants were reappointed as the
Statutory Auditors of the Company by the shareholders at the 100th Annual General Meeting
held on 9th August 2022 for a period of 5 years to hold office from the conclusion of the
100th Annual General Meeting till the conclusion of 105th Annual General Meeting.
Secretarial Audit Report
Secretarial Audit has been carried out by L.K. & Associates,
Practising Company Secretaries and their report is annexed herewith. There are no
qualifications, reservations or adverse remarks.
Risk Management
The Company has a robust risk management policy and system. The
strategic risks are integrated with the business plan with mitigation measures and
reviewed periodically. High impact operational and financial risks are reviewed by the
management and discussed at the Board periodically.
Corporate Social Responsibility
CSR Policy objectives and the annual report on CSR activities are given
in Annexure 3. The Companys policy on Corporate Social Responsibility, composition of the
CSR Committee and projects approved by the Board is available on the Companys website
www.unitednilgiritea.com.
Besides supporting the orphanage and the public medical scheme
administered by the Company in the area of rural development and tribal welfare, your
Company has been associated with United Nilgiri Conservative Society (UNCS). UNCS since
its establishment
in 2013 has built confidence and trust for people in Kotagiri and Ooty
through its efforts to achieve better standard of life through community development work.
The Company promoted two Section 8 Companies viz., Sivasailam Chamraj
Education Foundation and Sivasailam Chamraj Hospital Foundation for carrying CSR
activities.
Board Evaluation
The details are furnished in the Report on Corporate Governance which
forms part of this Report. The policy regarding performance evaluation of Board of
Directors and its Committees and Independent Directors is available on the Companys
website www.unitednilgiritea.com.
Report on Corporate Governance
A Report on Corporate Governance forms part of this report. The
Auditors certificate on Corporate Governance is enclosed as an Annexure.
Particulars of Employees
Particulars of employees as required under Section 197 (12) of the
Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure 4.
A statement showing the remuneration of employees who were in receipt
of remuneration as prescribed under Rule 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and will be
provided to any member on a written request to the Company Secretary.
Management Discussion and Analysis Report
Management Discussion and Analysis Report is given separately in
Annexure 5, which forms part of this Report.
Financial Statements of Associate Companies
A statement containing salient features of the financial statements of
Associate Companies pursuant to first proviso to sub-section (3) of Section 129 read with
rule 5 of Companies (Accounts) Rules, 2014 is appended as Annexure 6 to this report.
Environmental Protection
The Company has been certified by the Rain Forest Alliance in the area
of environmental protection. To ensure sustainability and environmental protection, your
Company undertakes planting of trees covering about 100 acres every year to ensure
environmental protection and sustainable source of firewood to our factories.
Industrial Relations
Industrial relations have been cordial during the year.
Public Deposits
The Company has not accepted or renewed any public deposit during the
year.
Vigil Mechanism
The Company has a vigil mechanism, details of which can be accessed at
the Companys website www.unitednilgirtea.com. No complaints have been received during the
year under review.
Sexual Harassment of Women at Workplace
As per the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, an Internal Complaints Committee has
been constituted to redress the grievances of women at workplace. No complaint was
reported during the year under review.
Cost Records
The Company maintains cost records for its products in the books of
account as per the requirement of Section 148 (1) of the Companies Act, 2013 read with
Companies (Cost records and audit) Rules, 2014.
Others
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and the Companys future
operations.
Acknowledgement
The Board of Directors acknowledges the support received from the
promoters, shareholders, bankers, suppliers, customers and employees at all levels.
| Chennai |
For and on behalf of the Board MALLIKA
SRINIVASAN |
| 18th May, 2023 |
Chairman |
|
DIN : 00037022 |
+91-9892691696
