DIRECTORS
To,
The Members of the Company.
The Board of Directors of the Company submits the Twentieth Annual Audited Accounts for
the year ended 30th September, 2014 :
| FINANCIAL RESULTS |
|
(Rs. in lacs) |
|
Current Year |
Previous Period (18th Months) |
| Profit/(Loss) before, interest, depreciation, exceptional items and tax |
(969) |
405 |
| Finance Cost |
(1802) |
(2575) |
| Depreciation |
(298) |
(448) |
| Profit/(Loss) before tax |
(3069) |
(2618) |
| Tax expenses |
- |
- |
| Profit/(Loss) for the year |
(3069) |
(2618) |
DIVIDEND
The Company is a sick industrial company within the provisions of the Sick Industrial
Companies (Special Provisions) Act, 1985 (SICA) and the Rehabilitation Scheme sanctioned
by the Honble BIFR, is under the process of implementation. As per the provisions of the
Scheme, no dividend on Preference and Equity Share capital is permissible.
REHABILITATION SCHEME :
The Rehabilitation Scheme of the Company as sanctioned by the Honble BIFR vide its
order dated 16th January, 2012 is under implementation. As reported in the earlier
accounts, pursuant to the said Scheme, the Fertilizer Undertaking had been de-merged and
transferred to Kanpur Fertilizers & Cement Ltd (KFCL) with effect from 1st October,
2010, leaving the tea operations with the Company.
PERFORMANCE OF THE COMPANY
In view of a severe drought in North Bengal during the beginning of the season this
year, the Company was lagging behind its estimated production. The first significant
rainfall was received as late as in the first week of May, 2014 and that too it was not
widespread. Plucking was suspended at almost all the Companys tea gardens during the
month of April, 2014 due to non-availability of leaf.
The revenue from operations for the year ended 30th September, 2014 was Rs.184.58
crores as against Rs.262.10 crores in the previous eighteen months period. Own crop during
the year was 129.80 lac kgs of tea as against production of 220.81 lac Kgs. of tea in the
eighteen months of the previous period. 127.81 lac kgs of tea was sold at an average price
of about Rs.144.42 per kg in the current year as compared to sales of 181.29 lac kgs in
the previous eighteen months period at an average price of Rs.144.71 per kg. Continuing
adverse weather conditions in successive years in the Dooars and Terai areas caused the
crop of the Company to be behind the targets. The increase in selling price did not
improve the profitability due to lower production of tea, hike in the wage cost of labour
pursuant to Memorandum of Settlement (MOS) arrived at amongst the Tea Association, Tea
Plantation Workers Unions and the West Bengal Government on 4th November, 2011 and adverse
impact of the steep increase in the cost of coal, fuel oil, electricity, fertilizers, agro
chemicals, etc. The MOS with the workers, which was executed for three years period, is
now due for a fresh agreement effective from 1st April, 2014 onwards.
Overall prospect of the tea business appears to be encouraging with a strong demand for
CTC teas in which the Company is engaged predominantly.
The management has taken steps to revamp the operations of the tea business. Working
capital is being augmented and the current year capital expenditure will improve long term
prospects in generating future profitability. The Company is in the process of replacing
high cost coal with alternative fuels i.e. waste wood/biomass, etc. Modernization of
spraying equipments are under process which will reduce pest control cost. Application of
organic fertilizers is under consideration. Priority is also given for uprooting and
replanting of age old tea bushes in the tea estates of the Company to improve long term
prospects. Extensive replanting done over the last three years will have a large bearing
on crop in the immediate future.
With the efforts already undertaken, barring unforeseen circumstances, it is expected
that performance of the tea business of the Company will improve significantly.
FIXED DEPOSITS
Pursuant to the Scheme sanctioned by the Honble BIFR, the Company has refunded fixed
deposits in settlement of the dues of fixed deposits holders and as on 30th September,
2014, refund warrants for 5428 fixed deposit holders aggregating to Rs.608.98 lacs remain
un-encashed and requisite amounts are lying with the Bank for this purpose.
BOARD OF DIRECTORS
In terms of the provisions of the Companies Act and the Companys Articles of
Association, Mr. Shrivardhan Goenka shall retire by rotation and being eligible, offers
himself for re-appointment. The Board has appointed Mr. Rajesh Sharma as Managing Director
of the Company for a period of three years with effect from 27th September, 2014. Mr. M.H.
Chinoy who was appointed as Wholetime Director of the Company with effect from 1st
January, 2014, will cease to be a Wholetime Director at the close of business hours on
31st December, 2014 being unable to continue as such. However, considering his long
association with the Company, the Board will retain his service as Non-Executive Director
of the Company effective from 1st January, 2015. The Board recommends the
appointment/re-appointment of the aforesaid Directors at the ensuing Annual General
Meeting.
Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, the
Board of Directors is seeking appointment of Mr. T.S. Broca, Mr. R.K. Bhargava, Mr. D.
Sengupta and Dr. A.L. Ananthanarayanan as Independent Directors for a term of five
consecutive years i.e. upto the conclusion of the Twenty Fifth (25th) Annual General
Meeting to be held in the calendar year 2019. Details of the proposal for appointment of
Mr. Broca, Mr.Bhargava, Mr. Sengupta and Dr. Ananthanarayanan have been mentioned
in Statement pursuant to Section 102 of the Companies Act, 2013 in the Notice of Annual
General Meeting. The aforesaid directors fulfill the conditions specified in the Companies
Act, 2013 and rules made thereunder for their appointment as Independent Directors.
The Board is of the opinion that their continued association as Independent Directors
shall immensely benefit the Company. The Board recommends their appointment as Independent
Directors by the shareholders.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
Vide General Circular No.2/2011 dated 8th February, 2011, the Ministry of Corporate
Affairs (MCA), Government of India, has granted a general exemption to companies from
attaching the Balance Sheet, Statement of Profit and Loss and other documents referred to
in Section 212(1) of the Companies Act, 1956. Accordingly, the said documents are not
being attached with the Balance Sheet of the Company. A statement containing brief
financial details of the subsidiary companies for the year ended 31st March, 2014 is
included in the Annual Report.
As required under the Listing Agreement entered into with the Stock Exchange, a
Consolidated Financial Statement of the Company along with all its subsidiaries is
attached. The Consolidated Financial Statement has been prepared in accordance with the
relevant Accounting Standards. These Financial Statements disclose the assets,
liabilities, income, expenses and other details of the Company and its subsidiaries.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a
separate section forming part of this Report.
CORPORATE GOVERNANCE
A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement
entered into with the Stock Exchange, is annexed forming part of this Report. A
certificate from the Statutory Auditors, confirming compliance of conditions of Corporate
Governance as stipulated under the said Clause 49, is annexed forming part of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption and foreign
exchange earnings and outgo under 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, has been provided in the Annexure forming part of this Report.
PARTICULARS OF EMPLOYEES
The Company continued to have cordial and harmonious relations with its employees at
all levels.
Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in
the Annexure to this Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, the
Directors hereby confirm that :
(i) in the preparation of the Annual Accounts for the year ended 30th September, 2014
the applicable Accounting Standards have been followed along with proper explanations and
there are no material departures ;
(ii) such accounting policies as were reasonable and prudent were selected in preparing
the accounts and these were applied consistently. Further judgments and estimates that
were reasonable and prudent were also applied in the course of preparing the accounts so
as to give a true and fair view of the state of affairs of the Company as at the end of
the financial year and of the loss of the Company for the year ended 30th September, 2014;
(iii) proper and sufficient care was taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956 for safeguarding the
assets of the Company and for preventing and detecting frauds and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
MAINTENANCE OF A WEBSITE
The Website of the Company is functioning.
LISTING OF EQUITY SHARES
The Companys equity shares are listed with The National Stock Exchange of India Ltd
(NSE) as well as traded in the BSE Ltd. The Company has paid the requisite listing fee to
the Stock Exchange where the shares of the Company are listed.
AUDITORS
The Statutory Auditors, Messrs Lodha & Co., Chartered Accountants, who were
appointed at the last Annual General Meeting held on 30th December, 2013 have expressed
their willingness for re-appointment as Statutory Auditors at the ensuing AGM.
The Board, on the recommendation of the Audit Committee, has recommended the
re-appointment of Messrs Lodha & Co., Chartered Accountants as Statutory Auditors for
a consecutive period of three years in accordance with Section 139 of the Companies Act,
2013. The said Auditors have confirmed that their appointment, if made, shall be within
the limit laid down under the relevant provisions of the Companies Act. Appropriate
resolution seeking approval of the members to the said re-appointment is appearing in the
Notice convening 20th AGM of the Company.
The observations in the Auditors Report have already been explained in the Notes
forming part of the Financial Statements and further clarified as under :
Para 4(I)(a)-Outstanding long term loans and Advances have been explained in Notes
10(a)(i) and 10(b)(i) to the financial statements. These are group company advances given
for strategic reasons and can only be dealt with in terms thereof. Para 4(I)(b)-Regarding
non-ascertainment of impact of wage revision pending negotiation thereof has been
explained in Note 19(i) to the financial statements. Para 4(I)(c)-Pursuant to the decision
of the Honble High Court at Calcutta in similar matter with regard to levy of salami,
under certain circumstances the Company has filed an appeal against the imposition of
salami before the appropriate authority, has been explained in Note 26 to the financial
statements. Para 4(I)(d)-As regards managerial remuneration, necessary applications are
pending for approval before MCA, as explained in Note 27 to the financial statements.
Pending approval, the note and qualification is consequential in nature. Para 4(I)(e)-We
are in the process of obtaining confirmations of debit and credit balances including
advances, trade receivables, trade payables and other liabilities and necessary effects
will be given on reconciliation thereof as explained in Note 28 to the financial
statements.
ACKNOWLEDGEMENTS
The Directors of the Company wish to place on record their gratitude to the various
departments of the Central Government, Government of West Bengal, banks, shareholders,
vendors, customers and employees for their continued support.
|
For and on behalf of the Board |
| Place : Kolkata |
G. P. Goenka |
| Dated : 18th November, 2014 |
Executive Chairman |
FORM-A
DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
|
Year ended 30th September, 2014 (12 months) |
Period ended 30th September, 2013 (18 months) |
| Power and Fuel Consumption |
|
|
| Electricity |
|
|
| a) Purchased Units (000 kwh) |
15179.73 |
23671.57 |
| Total Amount (Rs./Lakhs) |
1503.86 |
2166.11 |
| Rate/Unit (Rs./kwh) |
9.91 |
9.15 |
| b) Own Generation |
|
|
| Unit (000 kwh) |
842.31 |
3448.97 |
| Units per Litre of Diesel |
2.62 |
2.63 |
| Cost/Unit (Rs.) |
23.17 |
19.78 |
| Coal |
|
|
| Quantity (In Tonnes) |
10561.78 |
17415.60 |
| Total Cost (Rs./Lakhs) |
920.74 |
1469.02 |
| Average Rate (Rs./Tonne) |
8717.70 |
8435.08 |
| Fuel Oil |
|
|
| Quantity (K.Ltr.) |
321.85 |
1310.52 |
| Total Amount (Rs./Lakhs) |
207.19 |
682.14 |
| Average Rate (Rs./Ltr.) |
64.37 |
52.05 |
| Consumption per Unit |
|
|
| of Production |
|
|
| Electricity (Kwh/Qtl) |
121.39 |
108.22 |
| Coal (Qtl/Qtl) |
0.84 |
0.80 |
FORM - B
DISCLOSURE OF PARATICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION
| RESEARCH AND DEVELOPMENT (R & D) |
|
| 1 Specific areas in which R & D carried out by the Company |
None |
| 2 Benefits derived as a result of the above R & D |
- |
| 3 Future Plan of Action |
None |
| TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION |
|
| 1 Efforts in brief made towards technology absorption, adoptation and innovation |
None |
| 2 Benefits derived as a result of the above efforts e.g. product improvement, cost
reduction, product development, import substitution, etc. |
- |
| 3 Imported Technology |
None |
FOREIGN EXCHANGE EARNINGS AND OUTGO
|
Year Ended 30th Sept, 2014 |
Period ended 30th Sept, 2013 |
|
(12 months) |
(18 months) |
| Total Foreign Exchange Used and Earned |
|
|
| Expenditure in Foreign Currency (Rs. In lacs) |
23.16 |
9.59 |
| Earnings in Foreign Exchange |
- |
- |
ANNEXURE TO THE DIRECTORS REPORT
PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
(a) The Company has taken the following measures for conservation of Energy :
(i) Continuation of installation of Power Capacitors at the factories in Tea Gardens.
(ii) Satisfactory trial usage of Briquettes for replacement of coal. In the long term
programme, intend to set up briquetting plants generated from green matter/saw dust.
(b) Additional investments and proposals, if any, being implemented for reduction in
consumption of energy :
(i) To install more Power Capacitors at factories in the gardens to achieve minimum
power Factor of 0.95.
(ii) To replace phase-wise electrical old motors of CTC machines and dyers.
(iii) Part replacement of coal with biomass in rest of the Gardens.
(iv) Conversion of Engine driven irrigation sets to Electric motor driven Irrigation
sets.
(c) Impact of measures (a) and (b) above for reduction of energy consumption and
consequent impact on the cost of production
Lower energy and fuel consumption.
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