Dear Shareholders,
Your Directors take pleasure in presenting the Fourteenth Annual Report of the Company
along with the Audited
Financial Statements for the year ended March 31, 2023.
FINANCIAL RESULTS
Particulars |
FY 2022-23 |
FY 2021-22 |
| i. Gross Turnover |
13,049.30 |
11,117.92 |
| ii. Other Income |
1,129.26 |
525.76 |
| iii. Total Revenue |
14,178.56 |
11,643.68 |
| iv. Expenses other than Finance Cost and Depreciation |
12,895.36 |
10,425.75 |
| v. Earnings Before Interest, Depreciation, Taxationand
Amortization(EBITDA) |
1,283.20 |
1,217.93 |
| vi. Finance Cost |
0.00 |
00.00 |
| vii. Depreciation |
285.77 |
277.83 |
| viii. Profit/(Loss) before Tax & Exceptional Item |
997.43 |
940.10 |
| ix. Exceptional Items |
0.00 |
0.00 |
| x. Profit / (loss) before Taxation (PBT) |
997.43 |
940.10 |
| xi. Tax including Deferred Tax |
48.84 |
114.90 |
| xii. Profit / (loss)afterTaxation(PAT) |
948.59 |
825.20 |
| xiii. Profit/(Loss) for the period |
948.59 |
825.20 |
| xiv. Other Comprehensive Income(OCI) |
(39.07) |
434.51 |
xv. Total Comprehensive Income for the period (Comprising Profit /
(Loss) and OCI for the period) |
909.52 |
1,259.71 |
STATE OF COMPANYS AFFAIRS AND OPERATIONS
During the current year under review total turnover of the Company stood at 13,049
lakhs (P.Y. 11,118 lakhs) after tax of your Company stood atwhile EBITDA is at
1,283lakhs (P.Y. 1,218 lakhs). Profit 949 lakhs (P.Y. 825 lakhs).
DIVIDEND
To conserve resources for working capital requirements, your Board considers it prudent
not to recommend any dividend on the Equity Shares of the Company for the financial year
2022-23.
PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION as required under Section
Disclosurepertainingtoremuneration 197 of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is attached as Annexure ‘A.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended, a statement showing the names and other particulars of the employees in terms of
the remuneration is attachedas
Annexure ‘B. CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information related to Conservation of Energy, Research & Development, Technology
Absorption, Foreign Exchange Earnings and Outgo as required under section 134(3)(m) of the
Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 is attached as Annexure
‘C.
CORPORATE SOCIAL RESPONSIBILITY
The Company has been carrying out Corporate activities under the applicable Social
Responsibility (CSR) provisions of Section 135 read with schedule VII (as amended from
time to time) of the Companies Act, 2013 and the Companies Corporate Social Responsibility
Policy Rules, 2014. Your Company is at the forefront of CSR and sustainability initiatives
and practices. Your Company believes in making lasting impact towards creating a just,
equitable, humane and sustainable society.
The composition of the CSR Committee is disclosed in the Corporate Governance Report
forming the part of the Annual Report. The CSR Policy of the Company is available on the
Companys website at https://www. jameswarrentea.com/corporatepolicies. The
AnnualReportonCSRActivitiesis attached as Annexure ‘D to this report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) Details of Board Meeting
During the year under review, 4 (Four) Meetings were held on 30 th May,
2022, 10thAugust, 2022, 14th November, 2022, 14th
February, 2023. g any two consecutive meetings did not exceed 120 (One
HundredThemaximumtime
Retirement by Rotation
Mrs. Shanti Kaur, Non-Executive Director of the Company, will retire by rotationand
being eligible, offered herself for re-appointment at the ensuing Annual General Meeting
(AGM).
Appointment & resignation of Directors & KMP
During the year under review there were no changes in the Directors & KMP.
The present Wholetime KMPs of the Company stands as follows
Mr. Sandip Das Wholetime Director (WTD)
Mr. Amit Swaika- Chief Financial Officer (CFO)
Mrs. Ayushi Mundhra Company Secretary & Compliance Officer (CS)
None of the Directors of the Company are disqualifiedas per section 164(2) of the
Companies Act, 2013 and rules made thereunder or any other provisions of the Companies
Act, 2013. The Directors have also made necessary disclosures to the extent as required
under provisions of section 184(1) of the Companies Act, 2013.
Declaration by Independent Directors
The Company has received declarations from all the Independent Directors of the Company
confirming that: a. they meet the criteria of independence as prescribed under section 149
of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015; and b. they have registered their names in the Independent Directors
Databank pursuant to Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014 and amendments thereto.
Board Evaluation
During the year under review, the Board, in compliance with the Companies Act, 2013 and
applicable provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘Listing Regulations), has continued to adopt formal mechanism
for evaluating its performance and as well as that of its Committees and individual
Directors, including the Chairman of the Board. The exercise was carried out through a
structured evaluation process covering various aspectsoftheBoardsfunctioningsuch as
composition of the Board & experience & competencies,performanceofspecificduties
& obligations, governance issues etc. Separate exercise was carried out to evaluate
the performance of individual Directors including the Board, as a whole and the Chairman,
who were evaluated on parameters such as their participation, contribution at the meetings
and otherwise, independent judgements, safeguarding of minority shareholders interest,
etc.
The evaluation of the Independent Directors was carried out by the entire Board and
that of the Chairman and the Non-Independent Directors, Committees of the Board and Board
as a whole were carried out by the Independent Directors in their separate meeting.
TheDirectorswere results, which reflected the overall engagement of the Board and its
Committees with the Company.
Nomination, Remuneration and Evaluation Policy
Pursuant to Section 178(3) of the Companies Act, 2013, Nomination and Remuneration
Committee ("NRC") formulated the criteria for determining qualification,
positive attributes and independence of a director. The Committee has also recommended to
the Board a policy relating personnel, Senior Management of the Company and other
employees. The Policy broadly lays down the guiding principles, philosophy and the basis
for payment of remuneration to Executive and Non-executive Directors (by way of sitting
fees and commission), Key Managerial Personnel, Senior Management and other employees.
The policy also provides for appointment of Key Managerial Personnel / Senior
Management and performance evaluation which are considered by the Nomination and
Remuneration Committee and the Board of Directors while making selection of the candidate.
Your Company has a well-defined Remuneration Policy for Directors, Key Managerial
Personnel (KMP) and other employees of the Company. The Nomination and Remuneration
Committee periodically reviews the policy to ensure that it is aligned with the
requirements under the applicable laws. During the year in review, there has been no
change in the policy. The policy ensures equity, fairness and consistency in rewarding the
employee on the basis of performance against set of objectives. The Policy is
jameswarrentea.com/corporatepolicies
COMMITTEES OF THE BOARD
As on March 31, 2023, the Board have 4 (four) Committees viz. Committee, Stakeholders
Relationship Committee and Corporate Social Responsibility Committee. The composition and
detailed note on the Committee is provided in the Corporate Governance Report section
Annual Report.
Recommendation by Audit Committee
There were no such instances where the recommendation of Audit Committee has not been
accepted by the Board during the financial year under review.
AUDITORS AND AUDIT REPORTS
(i) Statutory Auditors
The terms of present Statutory Auditors, M/s. B. Chhawchharia & Co., Chartered
Accountants (Registration No. 305123E) would expire from the conclusion of the ensuing
Annual General Meeting and the Board has recommend for their re-appointment pursuant to
the provisions of Section 139 and 142 of the Companies Act, 2013 and Rules made
thereunder, in the 14th AGM of the Company for a second term of five
consecutive years commencing from the conclusion of the Fourteenth Annual General Meeting
of the Company until conclusion of Nineteenth Annual General Meeting of the Company to be
held in the year 2028.
The notes on financial statement referred to in the Auditors Report are
self-explanatory and do not call for any further comments/ explanation. The Auditors
Report does not contain any adverse remark or disclaimer. The Statutory Auditors have not
reported any incident of fraud to the Audit
Committee of the Company in the year under review.
(ii) Cost Auditors
The Company had received consent and confirmation of eligibility pursuant to section
148 of the Companies
Act, 2013 from M/s. Debabrota Banerjee & Associates regarding their re-appointment
as the Cost Auditors of the Company for the financial year 2023-24. Thereafter, the Board
of Directors on recommendation of the Audit Committee has re-appointed M/s. Debabrota
Banerjee & Associates (Registration No. 102336), Cost Accountants, as the Cost
Auditors of the Company for the financial year 2023-24.
Accordingly, remuneration, as recommended by the Board, would be paid to M/s. Debabrota
Banerjee & Associates, for the financial year 2023-24, subject to ratification of the
Members at the ensuing AGM.
(iii) Secretarial Auditor
The Board had re-appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary,
as the Secretarial
Auditor of the Company to carry out the Secretarial Audit for the year 2022-23 under
the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing
Regulations.
The Secretarial Audit Report in Form MR-3 is attached as Annexure ‘E,
which is self-explanatory and hence do not call for any further explanation and the Report
does not contain any qualification, reservation, adverse remark.
DIRECTORS RESPONSIBILITY STATEMENT
As required under section 134 of the Companies Act, 2013, your Directors hereby confirm
that: i. In the preparationof the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures; ii. they have 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 at the end of
the financial year and of the iii. they have taken proper and sufficient care for the
maintenance of adequate accounting records in with the provisions of this Act for
safeguarding the assets of the Company and for preventingand detecting irregularities;
fraudandother iv. the annual accounts for the financial year ended March 31, 2023 have
been prepared on a going concern basis; v. internal financial controls have been laid down
to be followed by the Company and that such internal financial controls are adequate and
were operating effectively; and vi. proper systems have been devised to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
OTHER INFORMATION
Management Discussions & Analysis Report
The Management Discussion and Analysis Report, in terms of Regulation 34 (3) of the
Listing Regulations, attached as Annexure ‘F and forms a part of this Report.
Annual Return
Pursuant to Section 134(3)(a) and Section 92(3) of the (Management and Administration)
Rules, 2014 as amended from time to time, the Annual Return of the Company is available on
the Companys website at www.jameswarrentea.com.
Corporate Governance
A separate report on Corporate Governance pursuant to the Listing Regulations is
attachedas Annexure ‘G and forms a part of this Report.
Particulars of Loans, Guarantees and Investments
During the year under review, your Company has invested and deployed its surplus funds
in Securities, units of Mutual Funds, Fixed deposits, etc. which is within the overall
limit of the amount and within the powers of the Board as applicable to the Company in
terms of section 179 and 186 of the Companies Act, 2013. The particulars of loans,
guarantees and investments have been disclosed in the notes of the Financial Statements
for the year ended March 31, 2023.
Material changes and commitments, if any, affecting the financial position between the
end of the financial year and date of the report
At the Board meeting held on 29th May, 2023, Mr. Sandip Das was re-appointed as a
Whole-time Director
(designated as Whole-time KMP) of the Company w.e.f.
Related Party Transactions
All related party transactions during the financial year were entered in the ordinary
course of business and on arms length basis. All related party transactionsare reported
to and approved by the Audit Committee and Board of Directors. There were no material
related party transactions entered into by the Company with the Promoters, Directors, Key
Managerial Personnel which may have a potential conflict of interest with the Company at
large and as such disclosure in Form AOC-2 is not required.
The policy on dealing with Related Party transactions is disclosed on the Companys
website https://www. jameswarrentea.com/corporatepolicies
Subsidiaries, Associates or Joint Ventures
As on March 31, 2023, Company does not have any subsidiary, associate or joint ventures
and hence disclosure in Form AOC-1 is not required
Vigil Mechanism (Whistle Blower Policy)
The details on the Whistle Blower Policy are provided in the Report on Corporate
Governance as attached to the
Report of the Board of Directors.
Risk Analysis
The Board has developed and implemented a risk management policy identifying therein
the elements of risk that may threaten the existence of the Company. The Company has in
place a mechanism to inform the Board members about the risk assessment, their comparison
against benchmarks or standards, and determination of an acceptable level of risk and
mitigation plans and periodical reviews to ensure that the critical risks are controlled
by the executive management.
Internal Financial Control
The Company has in place adequate Internal Financial Control as required under section
134(5)(e) of the Companies Act, 2013 and the same was evaluated by the Audit Committee.
During the year such controls were tested with reference to financial statements and no
material weakness in the formulation or operations were observed. The Statutory Auditors
of the Company conducted audit on the Companys internal financial control over financial
reporting and the report of the same is annexed with Auditors Report.
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013
The Company has in place the Policy on Prevention of Sexual Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this Policy. The Policy
is gender neutral. The summary of the Sexual Harassment complaints received during the
2022-23 are as under:
Number of complaints received |
Number of complaints disposed of |
Number of complaints pending |
| NIL |
NIL |
NIL |
The shares of the Company are presently listed at BSE Limited and The Calcutta Stock
Exchange Ltd. The Company is registered with both NSDL & CDSL for holding the shares
in dematerialized form and open for trading. The
Company has paid the Listing Fees to the Stock Exchange and the depositories for the
financial
DISCLOSURES a) There is no change in the nature of business of the Company during
the financial year 2022-23. b) There are no significant and material orders passed by the
Regulators/ Courts that would impact the going concern status of the Company and its
future operations. c) The industrial relationduring the year 2022-23 has been cordial. The
Directors take on record the dedicated services and significant efforts made by the
Officers, Staff and Workers towards the progress of the Company. d) As per Regulation
32(1) of the ListingRegulations, there were no such instances of public issue, rights
issue or preferential issue during the year under review.
Transfer to Reserve
Your Company has not transferred any amount in the general reserve for the financial
year under review.
Disclosure Relating To Material Variations
As per Regulation 32(1) of the Listing Regulations, there is no significant material
variances noted in the Company.
Change in Share Capital
There was no change in the Share Capital during the year.
Deposits
Your Company has not accepted any deposit from the public falling within the ambit of
Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under
review.
Cost Records
The Company has maintained cost records as specified by the Central Government under
Section 148(1) of the
Companies Act, 2013 and accordingly such accounts and records are maintained.
Disclosure with respect to compliance of Secretarial Standards
The Company has complied with the necessary requirements of the Secretarial Standards
as issued by the Institute of Company Secretaries of India relatingtoBoardMeetings,General
Meetings and Committee Meetings.
Opening of Suspense Escrow Demat Account
In accordance with SEBI Circular dated 25th January, 2022 a separate
Suspense Escrow Demat Account has been opened with a Depository Participant for crediting
shares which have not been dematerialized by the shareholders within 120 days from the
date of issue of Letter of Confirmation to them.
Insider Trading & Structured Digital Database
The Company has implemented the Code of Internal Procedure & Conduct as required
under the extant SEBI
(Prohibition of Insider Trading) Regulations, 2015. The Company has also in existence a
Structured Digital Database as mandated under the above Regulations.
APPRECIATION
The Board of Directors would like to express their sincere appreciation for the
assistance and co-operation received from the financial institutions, banks, Government
authorities, customers, vendors and members during the year under review. The Board of
Directors also wish to place on record its deep sense of appreciation for the committed
services by the Companys executives, staff and workers.
|
For and on behalf of the Board of Directors |
|
For James Warren Tea Limited |
|
Sd/- |
Sd/- |
|
Sandip Das |
Arup Kumar Chowdhuri |
| Place: Kolkata |
Wholetime Director |
Independent Director |
| Dated: May 29, 2023 |
DIN: 07979791 |
DIN:00997826 |
+91-9892691696
