TO THE MEMBERS
Your Directors present their 149th Annual Report together with the Audited Financial
Statements for the year ended 31st March 2018.
| Financial Summary |
|
Amount in Rs. |
| Particulars |
2017-18 |
2016-17 |
| Profit/ (Loss) before depreciation |
(28,66,247) |
1,26,157 |
| Provision for depreciation |
20,98,084 |
19,75,995 |
| Profit/ (Loss) after depreciation |
(49,64,331) |
(18,49,838) |
| Provision for Taxation (for earlier year) |
- |
(3,86,857) |
| Profit / (Loss) after tax |
(49,64,331) |
(22,36,695) |
| Add:(Loss) Brought forward from previous year |
(12,51,17,521) |
(12,28,80,826) |
| Transfer to Balance Sheet |
(13,00,81,852) |
(12,51,17,521) |
| Profit available for appropriation |
Nil |
Nil |
Dividend
In view of accumulated losses and losses for the year , no dividend is recommended for
the Financial Year under reference and no transfer is proposed to be made to Reserves.
Share Capital
During the year, the Company has not issued any shares with or without differential
voting rights, granted stock options or issued sweat equity shares. The Paid up Share
Capital of the Company as on 31st March, 2018 is Rs. 530.83 lakhs
Operations and General View Green Leaf & Made Tea
Your company has produced 18,72,244 kgs of green leaf in the year 2017-18
as compared to production of green leaf of 19,25,369 kgs, in the year 2016-17, resulting
in drop of green production of 53,125 kgs as there had been un-favourable climate and
undistributed rain in the year. This had caused to bring down deep fall in green leaf
production against budgeted production of 21,00,000 kgs for the year. During the
year under review, your company has inducted private funds and also operating accruals if
any, in the operation to achieve better production of green leaf and correspondingly good
quality of tea made production in periods to come. Your Company has made capital
investment of Rs.44,54,622/-as compared to Rs.16,58,993/--in previous year
in land development and machineries. There has been continuous endeavor to take the
company out from the financial crisis. As against this years Green leaf production
(including bought leaf of 7,43,270 kgs,), your company has manufactured 6,03,230
kgs. of tea (inclusive of 1,55,851 kgs on bought leaf) as compared to 4,87,519 kgs.
in the previous year. Efforts are being made to increase in recovery and improvement
in quality of made tea so that good amount of margin on sale of its tea product could be
registered in this competitive domestic market.
It is pleasure to mention state that your company has been regular in payment of
stipulated old statutory dues and meeting increasing labour dues, amenities to staff and
production overheads. In order to reduce cost of production at the initial period of
season, your company has already started made tea production with bought leaf in the
initial period of the season.
Performance
Your Directors report that there has been no cash profit during the year and the
continuous erosion of net worth of the company in the current year too. The company has
written back liabilities amounting Rs.44,49,763./- during the year. Your company
has not obtained their entitlements of subsidy on plantation for the current period.
Future Prospects
Your Directors mention that there are ups and downs in demand of tea in the domestic
market as well as in overseas markets in the current season. Your Directors contemplate
that your company would be able to produce good quality and quantity of tea as well as
higher production of tea with good quality so that it would sustain reasonable margin to
meet cost of production and incidental overheads. It is stated that necessary steps are
being taken for manuring the garden, and repairs of machineries and repairs of factory
buildings so that there be improvement in production of green leaf and better recovery of
made tea and of quality tea.
Your company is targeting to achieve positive results in the current season provided
there would have been production of green leaf as per estimation. The company does not
have any subsidiary or joint venture / associate companies.
Directors Responsibility Statement
Pursuant to Section 134(3)( c) of the Companies Act 2013 and based upon representation
of Management, the Board, to the best of its knowledge and belief, states that:
(a) in the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
(b) it has selected such accounting policies and applied them consistently and 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 31 March, 2018 and of the loss of the Company
for the financial year ended on that.
(c) the Directors have taken proper and sufficient care for 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) the Directors have prepared the annual accounts on a going concern basis.
(e) the Directors had laid down internal financial controls to be followed by the
company and such controls are adequate and operating effectively; and
(f) the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively ;
Auditors Report / Secretarial Audit Report
The Notes on Financial Statements referred to in the Auditors Report are self
explanatory and the same need no further explanations in this regard. Certain observations
made in the Secretarial Audit Report are self explanatory and no further explanations are
required in this regard.
Corporate Governance And Management Discussion & Analysis
A separate Report on ‘Corporate Governance together with a Certificate from the
Practicing Company Secretary on Compliance thereof and a Certificate from the Companys
CEO pursuant clause 49 of the Listing agreement are attached as Annexure I of this
Annual Report.
The "Management Discussion & Analysis" is attached as Annexure II
to this Annual report.
Directors and Key Managerial Personnel (KMP)
The Board confirms that it has the required number of Independent Directors as
envisaged under Section 149(4) of the Act and Regulation 17 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The Company has received declaration from
the Independent Directors of the Company confirming that they meet with the criteria of
Independence as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation
16(1)(b)(vi) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. Mr. C.P.Poddar (DIN: 00739513), non executive director, retires at the ensuing
Annual General Meeting, and being eligible, offers himself for re-appointment and an
appropriate resolution has also been included as part of the Notice convening the forth
coming Annual General Meeting. His brief profile is given in the Report on Corporate
Governance. Mrs. Pramila Bajoria, woman director, (DIN:07123162) retires at the ensuing
Annual General Meeting, and being eligible, offers herself for re-appointment and an
appropriate resolution has also been included as part of the Notice convening the forth
coming Annual General Meeting. Her brief profile is given in the Report on Corporate
Governance. In compliance with Section 203 of the Act, Shri Harsh Kumar Bajoria, as Chief
Executive Officer & Managing Director is appointed as Key Managerial Personnel during
the under reference. There is no Chief Financial Officer appointed by the Company. Mr.
Harsh Kumar Bajoria, CEO & the Managing Director of the company, has informed that in
view of losses in the year, he has forgone his remuneration for the year and has decided
to continue rendering his services as CEO & Managing Director as he had been rending
services in earlier years even without remuneration. The company took on record the
appreciation of services rendered by Mr. Harsh Kumar Bajoria during the year and his
continued support. However, renewal of the letter of appointment and remuneration of Mr.
Harsh Kumar Bajoria as Managing Director of the company and the requisites compliances in
this regard under the provisions of the Companies Act with the Registrar of Companies,
West Bengal, are still pending.
Evaluation of performance of Board and its Committees
In compliance with the provisions of the Act and Regulation 17(10) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has evaluated its
own performance during the year under report along with that of its various Committees and
its individual Directors. The Independent Directors also reviewed the performance of the
Non – Independent Director of the Company.
Number of Board Meetings
The Board met four times during the financial year 2017-18. Details of Meetings and the
attendance of each Director is provided in the Report on Corporate Governance.
Nomination and Remuneration Policy of the Company
The Company has in place a formal Nomination and remuneration Policy pursuant to
Section 178 of the Companies Act, 2013 and the text of the policy is disclosed in the
Corporate Governance Report.
Annexure III. Audit committee
The Boards Audit Committee comprises Sri C.P. Poddar and Sri Naresh Shah. During the
year under the report, there were no disagreements whatsoever between the audit Committee
and the Board.
Related Party Transactions
All related party transactions that were entered during the Financial Year were on an
arms length basis and in the ordinary course of business and provisions of section 188 of
the Act were not attracted. The related party transactions in the prescribed Form AOC -2
forms part of the Directors Report .There were no materially significant related party
transactions made during the period under review by the Company with promoters, Directors
or other designated persons which could have potential conflict with the interest of the
company at large. Necessary disclosure regarding transactions with related parties has
been made in the Notes to the Audited Accounts. Pursuant to Regulation 23 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Related Party transactions are
placed before the Audit Committee for approval. Where required, prior omnibus approval of
the Audit Committee is obtained for continuous transactions and the corresponding actual
transactions are reviewed at subsequent Audit Committee Meetings. The company has no
Related Party Transactions policy that is to be given on the website of the company under
the head investors corporate Governance.
Particulars of Loans, Guarantees or investments under Section 186 of the Companies Act,
2013
(i) The Company has given interest free advances given in the nature of loan to some of
companies covered under provisions of section 186 of the Companies Act 2013. The amount of
Interest free advances given in the nature of loan is Rs.21,50,000/- are as on 31st
March, 2018. The purpose was to utilize the advances amount for their general business
purposes.
(ii) The loan and advances given to employees are interest free and the same are being
covered under the remuneration policy of the company. Hence, Section 186 of the Companies
Act 2013 is not applicable.
(iii) The company has not provided any guarantee nor made any investment cover U/S 186
of the Act during the year under Report.
(iv) The details of the investments made by the company in earlier years are given in
the notes of the financial statements.
Fixed Deposit
The company has had interest bearing loan of Rs.1,00,00,000/- from an individual as on
31st March 2018.
Corporate Social Responsibility (CSR) initiatives
The Company does not meet the criteria specified in Section 135 of the Act requiring it
to constitute a Corporate Social Responsibility Committee and formulate a policy for this
purpose.
Whistle Blower Policy
In compliance with the provisions of section 177 (9) of the Act and Clause 49 of the
Listing Agreement with CSE and Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has not codified whistle Policy
which is to be hosted on its website (www.arcuttiporeteaco.co.in) Statutory Auditors
As per Section 139 and other applicable provisions of the Companies Act , 2013 pursuant
to the recommendation of the Audit Committee of the Company and its Board of Directors,
MRK Associates, Chartered Accountants having registration no.007726C, are recommended for
ratification of appointment as the Auditor of the Company subject to the approval of the
shareholders in the ensuing Annual General Meeting (AGM) to be held on 27th September,
2018, on the remuneration and other terms and conditions as may be fixed by the Board of
Directors. M/S MRK Associates, Chartered Accountant, have given their consent to the
Company that their appointment satisfies the criteria prescribed in Section 141 of the Act
and are not disqualified for appointment. The Board recommends for ratification by the
shareholders regarding their appointment.
Cost Auditor
As the manufacturing activities of the Company is below the threshold limit per
Notification dated 30th June, 2014 issued by Ministry of Corporate Affairs,
Government of India, the company is not required to maintain cost record, and no cost
auditor u/s 148 of the company Act 2013 was appointed.
Secretarial Audit
Pursuant to the provisions of Section 204) of the Company Act, 2013, read with the
Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 The Board has
appointed B.K. BARIK & ASSOCIATES Company secretary in practice to audit the
secretarial records of the Company in respect of the Financial Year 2017-18. The Report of
the Secretarial Auditor is attached in Annexure IV to this Report.
Risk management and Significant Orders
The management is continuously endeavouring to deal with perceived risks in its
business by indentifying and evaluating business risks and opportunities. This year, the
tea garden has caused business loss. In the opinion of the Board, the risk involved due to
that may threaten the existence of the company.
During the year under Report, there are no significant and material orders passed by
Regulators or Courts or Tribunals impacting the companys going concern status and its
future operations.
Internal Control Systems
The company has adequate system of internal control commensurate with the size and
nature of business. Procedures are in place to ensure that all assets are safeguarded and
protected against loss, all transactions are authorized, recorded and appropriately
reported. The internal control system is monitored and evaluated by the Management, which
interacts with the Audit Committee.
Energy, Technology & Foreign Exchange
The information pertaining to Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo as required under Section 134(3) (m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is stated in Annexure
V attached herewith this report. There were no foreign exchange earnings during the
year under review and details of Outgo are given in the accounts.
Particulars of Employees
Particulars as required under Section 197 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 are not given, as no
employee of the Company falls under the prescribed category.
Disclosure Under Sexual Harassment of Women At Workplace
Following implementation of the Sexual Harassment of Women at the workplace
(Prevention, Prohibition & Redressal) Act, 2013, a summary of complaints received or
disposed of during the Financial Year 2017-18 have been provided as under:-
| No. of Complaints received |
Nil |
| No. of complaints disposed off |
Nil |
Extract From Annual Return
The details forming part of the extract of the Annual return in form MGT 9 as required
under section 92 of the Act are given as Annexure VI to this Report.
Miscellaneous
1. Industrial Relations:
During the year under review, the Company enjoyed cordial relationship with the workers
and employees at all levels.
Acknowledgement
Your Directors acknowledge the understanding and support shown by the Government,
lenders, bankers, Share holders, Stock Exchanges, suppliers employees and all other
business associates for the growth of the organization. Your Directors place on record
their appreciation of the wholehearted support extended by the concerned persons of the
company.
|
For and on behalf of the Board |
| Kolkata |
HARSH KUMAR BAJORIA |
| Date: 29.05.2018 |
(DIN: 00893180) |
|
CEO & Managing Director |
Annexure V to the Directors Report
Information under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 and forming part of the Directors Report for the
year ended March 31 , , 2018.
1) CONSERVATION OF ENERGY:
a) Energy Conservation Measures Taken:
All Possible measures and precautions are being taken to reduce the consumption of
energy.
b) Additional investment and proposals, if any, being implemented for reduction
of consumption , of energy : Nil
c) Impacts of measures taken at (a) and (b) for reduction of enegry consumption and
consequent Impact on the cost of Production of Goods : Not Ascertainable.
d) The relevant figures are given below:
|
2017-18 |
2016-17 |
| A Power & Fuel Consumption : |
(Figures in ) |
(Figures in ) |
| i) Electricity :- |
|
|
| a) Purchased - Units |
528274 |
410520 |
| Total Amount |
5080244.06 |
3851173 |
| Rate/unit |
9.62 |
9.38 |
| b) Own Generation :- |
|
|
| From DG sets - Units |
27878 |
42894 |
| Units/ltr of Diesel |
2.50 |
2.50 |
| Cost/unit |
49.58 |
21.30 |
| ii) Furnace Oil for Tea Processing |
|
|
| in withering and Drying |
|
|
| Quantity (K.ltrs) |
- |
- |
| Total Cost |
- |
- |
| Average Rate (Per K. litre) |
- |
- |
| iii) Coal :- |
|
|
| Quantity (M.T) |
647.33 |
474.99 |
| Total Cost ( Rs ) |
4798787.18 |
3,249,601.21 |
| Average Rate (Rs.per M.T) |
7413.20 |
6839.34 |
| iv) H.S.D.Oil for Transport and |
|
|
| Material Handling |
|
|
| Quantity (K.Ltrs) |
11.15 |
7.91 |
| Total Cost ( Rs. ) |
668613.57 |
436208.79 |
| Average Rate (Rs.per K.Ltrs) |
59959.95 |
55146.50 |
| v) Petrol for Transport and |
|
|
| Material handling |
|
|
| Quantity (K.Ltrs) |
0.80 |
0.9 |
| Total Cost ( Rs. ) |
56590.16 |
60529.22 |
| Average Rate (Rs.per K.Ltrs) |
70826.23 |
67254.69 |
| B Consumption per unit of production : |
|
|
| a) Electricity Consumed - Units |
556152 |
453414 |
| Total Production - Tea (kg) |
603230 |
478519 |
| Consumption per kg- Units |
1.08 |
1.06 |
| Coal ( Coke)( MT ) |
7,955 |
6,791 |
| b) Furnace Furnace Oil for for Tea Tea Processing
Processing : |
|
|
| Quantity Consumed (K.ltrs) |
Nil |
Nil |
| Total Production - Tea (kg) |
Nil |
Nil |
| Consumption per Kg.- Ltrs. |
Nil |
Nil |
| 2) RESEARCH AND DEVELOPMENT : |
|
| 1) Specific Specific area in in which which R&D is is
carried carried out out |
The The Company Company subscribes subscribes to to Tea Reseach
Association which is Registered U/s 35(1) (ii) of the income tax Act 1961 |
| 2) Benefits derived as a result of the above R & D |
|
| 3) Future Plans of Action |
|
| 4) Expenditure on R & D |
|
| 3) TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION : |
|
| 1) Efforts made |
|
| 2) Benefits derived as a result of above effot |
Not Applicable |
| 3) Imported technology in the last five years |
|
4) FOREIGN EXCHANGE EARNINGS AND OUTGO
| a) Expenditure in Foreign Currency |
Rs.NIL |
Rs. Nil |
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