Shri Vasuprada Plantations Ltd Directors Report

TO THE MEMBERS

Your Directors present the 150^th Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March, 2024.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the year ended 31^st March, 2024 are as under :

(Amount in lacs)

	Standalone		Consolidated
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from Operations	9735.98	10223.21	10761.53	11403.33
Other Income	369.04	148.62	334.64	124.17
Total Income	10105.02	10371.83	11096.17	11527.50
Profit/(Loss) before Depreciation, Finance Cost & Tax	(452.59)	(690.23)	(574.23)	(624.68)
Depreciation	658.48	702.46	748.86	796.61
Finance Cost	551.90	719.75	610.90	825.17
Profit/(Loss) before Exceptional Items and Tax	(1662.97)	(2112.44)	(1933.99)	(2246.46)
Exceptional Items	735.27	1001.54	1147.39	1012.03
Profit/(Loss) before Tax	(927.70)	(1110.90)	(786.60)	(1234.43)
Tax Expense	(96.74)	(147.42)	(128.08)	(156.91)
Profit/(Loss) after Tax	(830.96)	(963.48)	(658.52)	(1077.52)
Other Comprehensive Income (Net of Tax)	(0.23)	(52.30)	(6.64)	(63.18)
Total Comprehensive Income	(831.19)	(1015.78)	(665.16)	(1140.70)

DIVIDEND & RESERVES

In view of the losses incurred by the Company in the year under review, the Board of Directors regret their inability to propose any dividend for the year ended 31^st March, 2024.

The Company has not transferred any amount to the General Reserve during the financial year ended 31^st March, 2024.

OPERATIONS AND STATE OF COMPANYS AFFAIRS

Your Company produced 36,17,561 Kgs. of Tea during the year as against 38,39,051 Kgs. produced during the year 2022-23, a decrease of 2,21,490 Kgs. from the previous year; 3,27,458 Kgs. of Coffee during the year as against 3,63,264 Kgs. during the year 2022-23, a decrease of 35,806 Kgs. from the previous year and 11,67,320 Kgs. of Rubber during the year as against 10,52,090 Kgs. produced during the year 2022-23, an increase of 1,15,230 Kgs. from the previous year. Turnover for the year under review stood at 9733.44 lacs as against 10223.21 lacs in the previous year. For the year under review, net loss of the Company stood at 452.15 lacs as against 963.48 lacs in the previous year.

The Company has incurred capital expenditure amounting to 484.75 lacs during the year ended 31^st March, 2024 as compared to 440.72 lacs for the same period last year.

SHARE CAPITAL

The issued, subscribed and paid-up share capital of the Company as on 31st March, 2024 stood at 32,28,44,020 divided into 82,84,402 Equity Shares of 10 each fully paid-up and 24,00,000 Non-Convertible Redeemable Preference Shares of 100 each fully paid-up. During the year under review, there has been no change in the capital structure of the Company and neither the Company has granted any stock options and sweat equity. As on 31st March, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2013.

LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans given, guarantees and investments made under section 186 of the Companies Act, 2013 have been disclosed in the notes of the Standalone financial statements for the year ended 31^st March, 2024.

RELATED PARTY TRANSACTIONS

As required under the SEBI (LODR) Regulations, 2015 related party transactions are placed before the Audit Committee for approval. Wherever required, prior approval of the Audit Committee is obtained on an omnibus basis for continuous transactions. All the related party transactions are entered on arms length basis and are in ordinary course of business in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. There are no materially significant related party transactions made by the Company with promoters, directors or key managerial personnel etc. during the year which might have potential conflict with the interest of the Company at large. None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the Act. Accordingly, no transactions are being reported in Form AOC-2 in terms of section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The policy on Related Party Transactions has been uploaded on the website of the Company and can be accessed at http://www.svpl.in/pdf/rpt-policy.pdf.

SUBSIDIARY & ASSOCIATE COMPANIES

The Company as on 31st March, 2024 has one wholly-owned subsidiary company namely, Keshava Plantations Pvt. Ltd. and one associate company namely The Cochin Malabar Estates And Industries Ltd.

Pursuant to Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015, the above mentioned wholly-owned subsidiary is material subsidiary and the Company is in compliance with the Regulation 24(5) and (6) of the SEBI (LODR) Regulations, 2015.

During the year under review, the Company divested its 33.93% stake in its Subsidiary M/s. Pranav Infradev Co. Pvt. Ltd and it ceased to be a subsidiary of the Company.

The Board of Directors have approved a policy on determining material subsidiaries in line with SEBI (LODR) Regulations, 2015. The policy has been uploaded on the website of the Company and can be accessed at https://svpl.in/pdf/material-subsidiaries-policy.pdf

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Companys Subsidiaries and Associate in Form AOC-1 is attached to the financial statements of the Company.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements alongwith the relevant documents and separate audited accounts in respect of Subsidiaries are available on the website of the Company. These documents will also be available for inspection on all working days, during business hours, at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company together with Auditors Report for the year ended 31^st March, 2024 forms part of this Report.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is uploaded on the website of the Company and can be accessed at https://www.svpl.in/pdf/annual-return-2024.pdf

AUDITORS AND AUDITORS REPORT Statutory Auditors

M/s. Singhi & Co, Chartered Accountants (Firm Registration No.302049E) were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on August 4, 2022 to hold office for a period of five years till the conclusion of the Annual General Meeting for the Financial Year 2026-27.

Your Company has received a certificate from M/s. Singhi & Co, Chartered Accountants confirming the eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under the provisions of Regulation 33 of the Listing Regulations.

M/s. Singhi & Co. (Firm Registration No.302049E), Chartered Accountants, Auditors of the Company, have submitted their Independent Auditors Report on the Standalone and Consolidated Financial Statements for the Financial Year ended 31^st March, 2024 and they have made no qualification, reservation or adverse remark or disclaimer in their Report. The Auditors have confirmed that they comply with all the requirements and criteria and are otherwise qualified to continue to act as Auditors of the Company.

Secretarial Auditors

The Board of Directors of the Company had appointed M/s. MKB & Associates, Company Secretaries to carry out secretarial audit for the financial year 2023-24 in terms of the provisions of Section 204(1) of the Companies Act, 2013 and Rules made thereunder. The Secretarial Audit Report for the Financial Year 2023-24 is provided in the Annexure – A forming part of this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

As required under listing regulations, the Secretarial Audit Report of material unlisted subsidiary of the Company forms part of the Report.

Cost Auditors

As per the requirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company is required to maintain cost records and accordingly such records and accounts are maintained.

On the recommendation of the Audit Committee and in compliance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014, the Board has re-appointed M/s. D. Sabyasachi & Co., Cost Accountants (FRN : 000369), as Cost Auditors for conducting the audit of cost records of the Company for the Financial Year 2024-25.

In accordance with Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit & Auditors) Rules, 2014, the remuneration payable to the Cost Auditors for the Financial Year 2024-25 would be placed at the ensuing Annual General Meeting for ratification.

REPORTING OF FRAUD BY AUDITORS

There were no instances of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or the Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Clause (m) of Sub-Section (3) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to conservation of energy, technology Absorption and foreign exchange earnings and outgo is provided in Annexure – B forming part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria of section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules, 2014.

However, the Company continues its welfare activities by participating in various projects sponsored by TAI, ITA, ABITA, TOKLAI, UPASI, KPA in the States of Assam, Karnataka & Kerala and also directly contributes to the areas social causes.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013, Mrs. Vinita Bangur (DIN : 01140985), will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment to the members of the Company in the ensuing Annual General Meeting.

The Board of Directors of the Company in its meeting held on 30^th March, 2024, upon the recommendation of Nomination & Remuneration Committee appointed Mr. Manish Kumar Bihani (DIN : 00914698) as Independent Director on the Board of the Company for a consecutive term of 5 years w.e.f. 30^th March, 2024. The shareholders of the Company have approved appointment of Mr. Bihani as Independent Director of the Company to hold office for 5 years w.e.f. 30^th March, 2024 vide Postal Ballot dated 10^th May, 2024. All Independent Directors have submitted their disclosures to the Board that they meet the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 and in accordance with Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 which has been duly assessed by the Board as part of performance evaluation of Independent Directors. The Independent Directors are not liable to retire by rotation. In the opinion of the Board, the Independent Directors are persons of integrity and possesses the requisite expertise and experience and are independent of management. There has been no change in the circumstances affecting their status as Independent Directors of the Company. All the Independent Directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and also Code of Conduct for Directors and senior management personnel.

None of the Directors proposed for appointment /re-appointment at the ensuing AGM are disqualified from being appointed/re-appointed as Director under the provisions of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 or any other order of MCA, SEBI or any other statutory authorities.

Independent Directors have been familiarized with the nature of operations of the Company and the industry in which it operates and business module of the Company. The details of the familiarization programme have been posted on the website of the Company and can be accessed at https://svpl.in/pdf/familiarisation-programme.pdf.

During the year, Shri Navratan Bhairuratan Damani, Non-Executive Director, resigned from the Board on March 30, 2024.

The Board placed on record its appreciation for the valuable contribution and guidance provided by Mr. Damani during his tenure.

The second term of appointment for five years of Shri M.K. Daga and Shri J.K. Surana, Independent Directors of the Company expired on 31^st March, 2024. The Board places on record its deep appreciation for the valuable contribution, assistance and guidance provided by the directors during their tenure of directorship.

Pursuant to provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Shri Indrajit Roy, Executive Director, Shri Sayansiddha Das, Chief Financial Officer and Shri S. Bagree, Manager (Finance) & Company Secretary.

NUMBER OF BOARD MEETINGS HELD

The Board met five times during the financial year, the details of which are given in the "Report on Corporate Governance" forming part of this Annual Report. The maximum interval between any two meetings was within the maximum gap allowed pursuant to the Companies Act, 2013 & SEBI (LODR) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the SEBI (LODR) Regulations, 2015 and Guidance Note on Board Evaluation issued by SEBI, the Board of Directors have carried out the annual performance evaluation for the Board, Committees of the Board, individual Directors including the Chairman of the Company for the Financial Year ended 31^st March, 2024.

A separate meeting of Independent Directors was held wherein performance of the Non-Independent Directors, performance of the Board, as a whole (including the Committees) and also that of the Chairman was discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The Board of Directors expressed their satisfaction with the evaluation process.

COMMITTEES OF THE BOARD

Audit Committee : The composition, number of meetings held, attendance and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee : The composition, number of meetings held, attendance and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

Stakeholders Relationship Committee : The composition, number of meetings held, attendance and terms of reference of the Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

Issue & Allotment Committee : The composition, number of meetings held, attendance and terms of reference of the Issue & Allotment Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Board has adopted a Nomination and Remuneration Policy for identification, selection, appointment and payment of remuneration to Directors, Key Managerial Personnel (KMP) and Senior Managerial Personnel (SMP) of the Company. The policy enumerates the powers, roles and responsibilities of the Nomination and Remuneration Committee. The Remuneration Policy aims to enable the Company to attract, retain and motivate qualified members for the Board and other executive level. It ensures that the interest of Board members and senior executives are aligned with the business strategy and risk tolerance objectives, values and long term interests of the Company. The Nomination and Remuneration Committee along with Board reviews on an annual basis appropriate skills, characteristics and experience required of the executives for the better management of the Company. The Company has a credible and transparent framework in determining the remuneration of Wholetime Directors, KMPs and SMPs. Remuneration to Directors/ Manager is paid within the limits as prescribed under the Companies Act, 2013 and as approved by the members of the Company. The Company pays remuneration to Non-Executive Directors by way of sitting fees for attending Board / Committee meetings.

The aforesaid Remuneration policy has been uploaded on the website of the Company and can be accessed at https:// svpl.in/pdf/remuneration-policy.pdf.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(3)(c) of the Companies Act, 2013 your Directors confirm that:

i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii) the selected Accounting Policies were applied consistently and the Directors 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 March 31, 2024 and of the losses of the Company for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis;

v) the internal financial controls have been laid down and such internal financial controls are adequate and are operating effectively; and

vi) the Company has adequate internal systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Company has framed a Whistle Blower Policy / Vigil Mechanism for Directors and Employees for reporting genuine concerns about any instance of any irregularity, unethical practice and/or misconduct.

The details of the Whistle Blower Policy / Vigil Mechanism are posted on the Companys website and can be accessed at https://svpl.in/pdf/whistle-blower-policy.pdf

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at work place and has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Rules thereunder for prevention, prohibition and redressal of complaints of sexual harassment at workplace. There were no cases of sexual harassment reported during the year and no complaints pending as on March 31, 2024.

The policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 has been uploaded on the website of the Company and can be accessed at https://svpl.in/pdf/sexual-harassment-policy.pdf

RISK MANAGEMENT

The Company has laid down well defined risk management mechanism covering the risk exposure, potential impact and risk mitigation process. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined frame work.

INTERNAL FINANCIAL CONTROL

For ensuring methodical and efficient conduct of its business, the Board has adopted policies and procedures. Thus, it ensures on the one hand, safeguarding of assets and resources of the Company, prevention and detention of frauds and errors, accuracy and completeness of the accounting records, timely preparation of financial disclosures and on the other hand, encourages the improvement of the operational performance of the Company.

The Internal Audit of the Company was carried out by M/s. H.P. Khandelwal & Co., Chartered Accountants. The Audit Committee of the Board reviews the Internal Audit Report and corrective actions taken on the findings are also reported to the Audit Committee.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards SS-1 and SS-2 issued by The Institute of Company Secretaries of India (ICSI) on Board Meetings and General Meetings.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion And Analysis Report For The Year Under Review Is Provided In Annexure – C forming part of this Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

(a) Transfer of unclaimed dividend to IEPF

As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to 1,08,702/- lying with the Company for a period of seven years were transferred to the IEPF during the financial year 2023-24.

(b) Transfer of shares to IEPF

As required under Section 124 of the Act, 6720 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, has been transferred by the Company to the IEPF during the financial year 2023-24. Details of shares transferred to IEPF have been uploaded on the website of IEPF as well as the Company.

CORPORATE GOVERNANCE

The Company has adopted the Corporate Governance Policies and Code of Conduct which set out the principle of running the Company with fairness, transparency and accountability. A report on the Corporate Governance forming part of the Directors Report is attached. A certificate from a Practicing Company Secretary regarding compliance of the Corporate Governance is given in the Annexure – D forming part of this Report.

SAFETY, HEALTH & ENVIRONMENT

The Company has committed to maintaining highest standard of safety, health environment protection and has complied with all applicable statutory requirements and prevention of pollution. It always strives to keep the estates greener and cleaner and committed to the safety and health of its employees.

TRADE RELATIONS

The Board desires to place on record its appreciation for the support and co-operation that the Company has received from suppliers, brokers, customers and others associated with the Company as its enterprise partners. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Companys endeavor to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other.

AWARDS & RECOGNITIONS

• The Company has been accredited with ISO 9001:2015 certification by SGS, UK

• Joonktollee Tea Estate in Assam has been accredited with ISO 22000 : 2018 certification by Cotecna Inspection India Pvt. Ltd.

• Jamirah Tea Estate in Assam has been accredited with ISO 22000 : 2018 certification by Cotecna Inspection India Pvt. Ltd.

CREDIT RATING

During the Financial Year 2023-24, the Company has withdrawn the rating assigned by CARE Rating Limited to its bank loan facilities and the Company has obtained domestic rating of IND B+/Stable from India Ratings & Research Pvt Ltd for its listed Non-Convertible Debentures.

OTHER DISCLOSURES

i) There were no material changes and commitments affecting the financial position of the Company occurring between the end of financial year and the date of this Report.

ii) There is no change in the nature of business of the Company.

iii) There were no significant and material orders passed by regulator or courts or tribunals impacting the going concern status and Companys operation in future.

iv) There were no instances of one time settlement with any Bank or Financial Institution.

v) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 and as on date of this report, there was no application made and proceedings initiated / under the Insolvency and Bankruptcy Code, 2016.

vi) The Executive Director does not draw any remuneration from subsidiary companies.

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure – E and forms part of this Report.

None of the employees of the Company fall within the purview of the information required under Section 197 read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the Financial Year.

In terms of Section 136 of the Companies Act, 2013, the annual report is being sent to the members excluding the statement relating to top 10 employees of the Company. The said information is readily available for inspection by the members at the Companys registered office during the business hours on all working days up to the date of ensuing Annual General Meeting and shall also be provided to any member of the Company, who sends a written request to the Company Secretary.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and the stakeholders for their continued co-operation and support to the Company. Your Directors also wish to record their appreciation for the continued co-operation, support and commitment received from the employees of the Company at all levels amidst challenging times and look forward to their support in the future as well.

On behalf of the Board

Place : Kolkata	Hemant Bangur
Date : 28th May, 2024	Chairman