Ledo Tea Company Ltd Directors Report

Your Directors have pleasure in presenting 38th Annual Report with the Audited Financial Statements of your Company, for the financial year ended 31st March, 2021.

1. SUMMARISED FINANCIAL RESULTS

	Current Year	Previous Year
	Rs. in Lacs	Rs. in Lacs
Profit/(loss) before Interest, Depreciation & Taxes	124.83	(373.73)
Less : Financial Cost	100.80	89.48
Less: Depreciation	27.23	28.97
Profit/(loss ) before Tax	(3.20)	(492.18)
Less/(Add) : Provision for Taxation (Net)	(23.84)	(62.21)
Profit/(loss ) after Taxation	20.64	(429.97)

2. PERFORMANCE HIGHLIGHT

Your Company produced 6.11 lac kgs. of tea for the year under review as against 6.71 lacs kgs. in the previous year and achieved a net turnover of 1234.34 lacs by selling 6.19 lac Kgs. of tea as compared to 808.86 lacs by selling 6.80 lac Kgs. of tea in the previous year. The operation of the Company during the year under review has resulted in a profit of 124.83 lacs before Interest, Depreciation and Taxes as against loss of 373.73 lacs in the previous year. Thus, your company earned a net profit of 20.64 lacs as against net loss of 429.97 lacs in the previous year.

3. DIVIDEND

Your Directors do not recommend any dividend for the year ended 31st March, 2021.

4. MODERNIZATION & EXPANSION

The Uprooting and Replanting programme is being carried out in a phased manner. Your Company has spent 44.51 lacs on extension & re-plantation and 19.24 lacs on plant & machineries during the year under review.

5. FUTURE PROSPECT

The current season has started with drought and unfavourable climatic condition causing huge crop loss in the early part of the season. The average price realisaiton till date is also lower than previous season due to lower domestic and export requirement. There has been steep rise in wages and other cost of inputs which will increase cost of production extensively and will have adverse impact on smooth running of the tea estate. Your company is making all efforts to control cost and show improved results.

6. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

e. SHARES WITH DIFFERENTIAL RIGHTS

No equity shares with differential rights were issued during the year under review.

7. CORPORATE GOVERNANCE

As the paid-up Share Capital of the Company is less than Rs. 10 Crores and its Reserves are less than Rs.25 Crore, provisions of the Corporate Governance is not applicable to your Company. However, adequate steps have been taken for better corporate governance.

8. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to adopt Corporate Social Responsibility policy and to incur expenditure on it.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered into any contract or arrangement with related parties referred in the sub-section(1) of Section 188 of the Companies Act 2013 during the year under review

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not made any loans or investments or given guarantees under Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions is not applicable. Details of investments are given in the Notes forming part of financial statements.

11. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT - 9 is furnished in Annexure -1 and is attached to this Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Associations of the company Mrs. Sarita Lohia (DIN : 00436091) retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment.

The company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independent directors as prescribed under the Act.

13. BOARD EVALUATION

Securities Exchange Board of India (SEBI) vide its circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January, 2017 had issued a guidance note on Board Evaluation which inter alia contains indicative criterion for evaluation of the Board of Directors, its Committees and the individual members of the Board.

Pursuant to the new Evaluation Framework adopted by the Board, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors for the financial year 202021. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, attendance of the meetings, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest etc.

The individual Directors performance was also evaluated and the Board was of the view that the Directors fulfilled their applicable responsibilities and duties as laid down by the Listing Regulations and the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges faced by the Company during the year

14. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The company is having a Nomination and Remuneration committee comprising of following directors ;

Name	Category	Status
Mr. S. K. Chatterjee	Non Executive Independent Director	Chairman
Mr. Anil Choudhury	Non Executive Independent Director	Member
Mr. Nirmit Lohia	Non Executive Director	Member

During the year two meeting of the Nomination and Remuneration Committee was held on 24/08/2020 and 12/02/2021.

15. AUDIT COMMITTEE

The company is having an Audit Committee comprising of following directors;

Name	Category	Status
Mr. S.K.Chatterjee	Non Executive Independent Director	Chairman
Mr. Anil Choudhury	Non Executive Independent Director	Member
Mr. Nirmit Lohia	Non Executive Director	Member

During the year 4 meetings of the Audit Committee was held on 30/06/2020, 14/09/2020, 11/11/2020 and 12/02/2021.

16. MEETINGS

The details of the Board Meeting and General Meeting are given in Annexure 2.

17. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

The required details are provided in Annexure 3annexed to this Report.

18. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The required details are provided in Annexure 4 annexed to this Report.

19. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgements 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 profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. CODE OF CONDUCT

The Company has a Code of Conduct which is applicable to directors and management personnel of the Company. The Company believes in conducting business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations.

The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and management personnel in their business dealings and in particular on matters relating integrity in the work place, in business practices and complying with applicable laws etc.

All the directors and management personnel have submitted declaration confirming compliance with the code.

21. RISK MANAGEMENT POLICY

Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Board of Directors of the Company has adopted a Risk Management Policy of the Company. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk, mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wide Risk Management, Internal Control and Internal Audit methodologies and processes.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle Blower Policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

23. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

All the Board of Directors and designated employees have confirmed compliance with the Code.

24. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. During the year the company appointed M/s Sanjeev Agarwal & Associates, Chartered Accountants, Kolkata as an Internal Auditor. The firm is authorized to by the Audit Committee to access the adequacy and compliance of internal control process, statutory requirements etc. The Audit Committee met regularly to review reports submitted by the Internal Auditor. The Audit Committee upon discussion with Internal Auditor set up applicable control measures for the Company.

25. SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

26. MATERIAL CHANGES

There are no material changes and commitments affecting the financial position of the company have accured between the date of financial year of the Company and date of the report. There is no change in the nature of business of the Company.

27. STATUTORY AUDITORS

At the 34th Annual General Meeting of the Company held on 20.09.2017, M/s. B.Nath & Co., Chartered Accountants, (Firm Registration No.307057E) were appointed as Statutory Auditor of the Company to hold office from the conclusion of 34th Annual General Meeting till the conclusion of 39th Annual General Meeting. They have confirmed that they are eligible to continue as Auditors of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

28. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY

The Company has no Subsidiary. Associate or Joint Venture Company.

29. SECRETARIAL AUDIT

The Company has appointed Mrs. Dipika Jain (ACS 50343), a Practising Company Secretary to conduct secretarial audit pursuant to Section 204 of the Companies Act ,2013. Their report in form MR3 is attached to this report as annexure 5

As regards her observation made in the Secretarial Audit we are to state that the necessary steps are being taken to comply with the requirements.

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

The information pertaining to Conservation of Energy, Technology Absorption, 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 furnished in Annexure 6 and is attached to this report.

31. DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

32. SOCIAL OBLIGATION

Your Company has taken up and is constantly in touch with the various socio-economic projects for uplifting standards of living of the people in and around its estate where it operates.

33. LISTING ARRANGEMENTS

The Equity Shares of the Company are continued to be listed on the Stock Exchange, Mumbai (BSE). The Annual Listing Fees of BSE have been paid up to date

34. GENERAL

Your Director further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companys activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.