<dhhead>Directors report</dhhead>
Dear Members,
We have pleasure in presenting the Annual Report together with the
Financial Statements of the Company for the year ended 31st March, 2023.
Financial Results
The financial performance of the Company is summarized herein below:
(Amount in 000)
| Particulars |
31st March, 2023 |
31st March, 2022 |
| Profit before Finance Cost, Depreciation and Amortization |
1027.05 |
50994.15 |
| Less: Finance Cost |
41.90 |
282.45 |
| Depreciation and amortization |
355.27 |
326.65 |
| Profit / (Loss) before Tax |
629.88 |
50385.05 |
| Less: Tax Expense |
|
|
| Current Tax |
2613.08 |
9280.48 |
| Deferred tax |
(348.50) |
776.89 |
| Mat Credit Entitlement |
- |
2951.56 |
| Profit /(Loss) for the year |
(1634.70) |
37376.12 |
| Other Comprehensive Income |
(55.80) |
315.38 |
| Total Comprehensive Income for the year |
(1690.50) |
37691.50 |
Revenues with other income for financial st March, 2023
stood at 1,37,07,472.71/- and year ended 31 (loss) before tax at (68,08,914.72/-) and
profit/(loss) for the year after tax was (1,33,32,163.44/-).
Dividend & Reserves
Inview of loss during the year, no dividend is recommended for the
Financial Year under reference and the Company has not transferred any amount to the
General Reserve during the financial st March, 2023.
Subsidiaries/Associate Companies
The Company does not have any Subsidiary or Associate Company.
Directors & KMP
The Board consists of non-executive directors including experience in
different disciplines of corporate functioning. Intermsof 152 of the Companies Act, 2013,
Shri Pradip Kumar Daga (DIN:00040692), is retiring by rotation at the ensuing Annual
General Meeting and being eligible offered himself for re-appointment. The Board
recommends his re-appointment to the members of Company in the ensuing Annual General
Meeting.
Shri Manoj Kumar Agrawal (Din: 00067194) Non-Executive Independent
Director, has resigned from the directorship of the Company w.e.f. January 16, 2023.
Smt. Santosh Devi Mall (Din: 07094393) Non-Executive directorship of
the Company w.e.f. April 06, 2023.
Smt. Nikita Puria, Company Secretary has resigned from the Company
w.e.f 15th September, 2022.
Based on the recommendation of the Nomination & Remuneration
Committee, the Board at its on 6th April, 2023 had approved the appointment of
Smt. Sujata Pandey as Company Secretary and Compliance Officer (Key ManagerialPersonnel)
w.e.f. 6 th April, 2023.
The brief resume and other details relating to the Directors, who are
to be appointed/re-appointed as required under the Companies Act, 2013, SEBI (Listing
Obligations and Disclosure Requirements) Regulations, Regulations) and Secretarial Stanard
on General Meetings Meeting forming part of the Annual Report.
Declaration from Independent Directors
All Independent directors have submitted their declaration under
section they meet the criteria of Independence as provided under section (LODR)
Regulations, 2015.
Nomination & Remuneration Policy
The Company pursuant to the provisions of Section of Regulation 178
19(4) of the SEBI Listing Regulations has formulated a policy on Nomination and
Remuneration for its Directors, Key Managerial Personnel and senior management and the
said policy was amended from time to time. The detail of the said policy is annexed
herewith and marked as Annexure I forming part of this report. The complete policy is
available at the website of the Company at
http://longviewtea.org/investor/Nomination%20&%20 Remuneration%20Policy..pdf
Directors’ Responsibility Statement
In accordance with the provisions of section 134(5) with respect hereby
confirms and submits 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) the directors 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 profit and loss of the (c) the directors have
taken proper and sufficient care for the maintenance of adequate accounting records 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; and (e) the directors have 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 have devised proper
systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
Number of Board Meetings
During the year four Board meetings were held on 19.04. of which proper
notices were given and the proceedings were the purpose. The intervening gap between any
two consecutive meetings prescribed by the Companies Act, 2013 and SEBI ( Listing
Obligations 2015. The details of attendance of the directors at the Board Meetings
hereunder:
| Name |
Number of meetings attended |
| Pradip Kumar Daga |
1 |
| Yashwant Kumar Daga |
4 |
| Manoj Kumar Agrawal* |
3 |
| Santosh Devi Mall** |
2 |
| Bajrang Agarwal |
4 |
| Hemlata Jhajharia |
4 |
** Resigned w.e.f. 06.04.2023
Pursuant to the provisions of the Companies Act, 2013, a separate
meeting on 24th January 2023 without the attendance of non-independent
Directors and members of the management to review the performance of Non-Independent
Directors and the Board as whole. The Independent Directors also reviewed the quality,
content and timeliness of the flow of information between the and its’ Committees
which is necessary to effectively and reasonably perform and discharge their dues.
Board Evaluation
Pursuant to the Provisions of the Companies Act, 2013 the Board of
Directors have carried out the performance evaluation for the Board, Committees of the
Board, individual Directors of the Company for the Financial Year ended 31st March, 2023.
The Board of Directors expressed their satisfaction with the evaluation
process. Performance Evaluation of Independent Directors were done by the entire Board
excluding the Independent Director being evaluated.
Internal Financial Control and their adequacy
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Company’s
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial disclosures. The internal auditor monitors and evaluates
the systems in the Company.
Corporate Governance & Management Discussion & Analysis
The Company is having a Paid-up equity share capital not exceeding Rs.
10 crore and Networth not exceeding Rs. Obligations 25crore and Disclosure
Requirements) Regulations, 2015, Corporate henceasperSEBI(Listing Governance requirements
as specified in Regulations
Regulation 46 and Para C, D and E of Schedule V of the Thus, a report
on Corporate Governance does not form part of this report.
Pursuant to SEBI Listing Regulations, report on Management of
Board’s Report.
Auditors’ and their Report
M/s. V Singhi & Associates (Firm Registration No.311017E),
Statutory Auditors, were re-appointed as Statutory Auditor of the Company at the Annual
General Meeting of the Company held on 29th June, 2022 to hold the conclusion
of the Annual General Meeting to be held in the The Auditors Report does not contain any
reservations,
Secretarial Auditor
Pursuant to the provisions of section 204 of the Remuneration of
Managerial Personnel) Rules, 2014, as amended, the Company had appointed Drolia Company
Secretaries for conducting the Secretarial Audit of the Company for the financial year
2022-23 Secretarial Audit Report, pursuant to Section st 204(1) of March, 2023
is given in Annexure II attached hereto and forms part of this report.
The Secretarial Audit report for the financial year ended 31 st
March, 2023 forms part of the Board’s Report. The Secretarial Auditor in the said
report has stated that there was delay in appointing Company Secretary (under the category
of KMP) in the vacancy caused due to resignation of previous Company Secretary.
Board’s Comment/Explanation The Company was in search of suitable
candidate for the post of Company Secretary (under the category of KMP) and it took longer
time in recruiting the appropriate candidate causing the delay in appointment to fill the
vacancy caused due to resignation of previous Company
Cost Audit
The maintenance of cost records as specified by the the Companies Act,
2013, is not required by the Company.
Audit Committee
The Audit Committee of the Company was constituted by Board. The
Committee comprises of Shri Bajrang Agarwal as Chairman, Shri Pradip Kumar Daga, &
Smt. Hemlata Jhajharia as Members. Shri Manoj Kumar Agrawal resigned from the directorship
of the Company with effect from January 16, 2023. Accordingly, he ceased to be the
Chairman and member of the Committee with effect from January 16, 2023. Consequent upon
resignation of Shri Manoj Kumar Agrawal, the Board of Directors at its meeting held on
16.01.2023 designated Shri Bajrang Agrawal as Chairman of the Audit Committee. During the
year, there were no instances where the Board had not accepted the recommendations of the
Audit Committee
Vigil Mechanism /Whistle Blower Policy
The Company has formulated a Vigil Mechanism / Whistle Blower Policy
for the directors and employees to report genuine concerns about instance of any
irregularity, unethical or improper practices and/ or misconduct by means of Protected
Disclosure to the Vigilance and Ethics Officer or the Chairman of the Audit Committee. The
details of the vigil mechanism are also available on the Company’s website at
http://longviewtea.org/investor/Vigil%20 Mechanism.pdf
Risk Management
The Board has approved and implemented Risk Management Policy of the
Company including identification and element of risks. Your Directors periodically reviews
and identifies the element of risk, if any, which may threaten the existence of the
Company. During the year no risk existed which may threaten the existence of the Company.
Corporate Social Responsibility
The Company is not falling in any of the criteria provided under the
provisions of Section 135 of the Companies Act, 2013, for forming the Corporate Social
Responsibility Committee, therefore, such committee has not been formed by the Company and
the requirement of clause (o) of sub-section (3) of Section 134 of the said act are not
applicable to the Company
Deposits
The Company has not accepted any deposit from the Public and as such
there are no outstanding deposits in terms of the Chapter V of the Companies Act, 2013 and
The Companies (Acceptance of Deposits) Rules, 2014.
Loans, Guarantees & Investments
The particulars of loans, guarantees and investments of the Company.
Related Parties Transactions
All related party transactions entered during the financial year length
basis. There have been no transactions with the related parties conflict with the
interests of the Company. There have been no materially significant related party
transactions between the Company and the Directors, the management or relative except for
those disclosed in the financial statements. Therefore, Form AOC-2 is not applicable.
Suitable disclosures as required by the Accounting Standard (Ind AS - 24) has been made in
the notes to the Financial Statements.
Change in the Nature of Business
No change has been made in nature of business carried out by the
Company during the financial
Material Changes Affecting Financial Position of the
No material Changes or commitments, affecting the financial position
end of the financial year oftheCompany,towhich the financial st March, 2023 and
date of Board’s Report.
Significant and Material Orders Passed By the Regulators or Courts
There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the Company and its
future operations.
Conservation of Energy, Research and Development, Technology
Absorptions and Foreign Exchange Earnings and Outgo
The Company is in the trading business and has no manufacturing unit.
The information pertaining to conservation of energy, technology absorption , as required
under the Companies Act, 2013, read with the Companies (Accounts) Rules 2014 is not
applicable to the Company. During the year there was no Foreign exchange earnings and
Outgo
Particulars of Remuneration of Managerial Personnel and Employees and
Related Disclosure
The information required under section 197 of the Act read Remuneration
of Managerial Personnel) Rules, a. Ratio of remuneration of each director to the
median remuneration of the employees of the Company for the ees. sittingf
financialyear:NoneoftheDirectorisbeingpaidremuneration except b. Percentage
increase in the remuneration of Chief Executive Officer, Chief Financial ear 2022-2023: y
inthefinancial
| Sl. No. |
Name |
Designation |
% increase in remuneration
in the FY 2022-23 |
| 1. |
ShriJoydeepPattanaya |
Chief -ExecutivOffice |
|
| 2. |
Nikita Puria |
Company Secretary |
-* |
| 3. |
Shri Vikas Joshi |
Chief Financial |
- |
d. Percentage increase in the median remuneration of employees in
the financial e. Number of permanent employees on the rolls of the Company: 2 f.
Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration justification thereof and point out if there are
any exceptional circumstances for increase in the managerial remuneration: Nil because
there are no other employees in the Company other than the key managerial personnel. g.
The Company affirms that remuneration is as per the Remuneration policy of the The
details as required pursuant to provisions of sub-rule (2) and (3) of Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including
any amendment and re-enactment thereof) and forming part of this report is given in
separate annexure to this Report.
The said annexure is not being sent along with this Report to the
Members of the Company in line with the provisions of Section 136 of the Companies Act,
2013. Any statement may write to the Company Secretary at the Registered Office of the
Company. The aforesaid annexure is also available for inspection by the Members at the
Registered office of the Company, twenty-one days before the 144th Annual
General Meeting and up to the date of the said Annual General Meeting during business
hours on working days. Further none of the employee was drawing in excess of the limits
laid down in Rule 5(2) of the Companies Appointment and Remuneration of Managerial
Personnel) Rules, 2014 which needs to be disclosed in the directors report. Also, none of
the employees listed in the said Annexure is a relative of any Director of the Company.
None of the employees hold (by himself/herself or along with his/her spouse and dependent
children) equity shares of the Company.
Internal Complaint Committee
The Company is committed to provide a safe and conducive work
environment to its employees. Due to less than 10 workers, Internal Complaint Committee
has not been Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Also the Company has not complaint under The Sexual Harassment of
Women at Workplace (Prevention, Prohibition 2013, during the year.
Extract of the Annual Return
Pursuant to section 92(3) read with Section 134(3) 31, 2023 is
available on the Company’s website at
http://longviewtea.org/investor/Annual%20Return_2023.pdf
Compliance with Secretarial Standards
The Company has complied with applicable Secretarial Standards issued
by the Institute of Company Secretaries of India.
Acknowledgement
Your Directors would like to express their sincere appreciation the
Members and employees during the year under review.
|
For and on behalf of the Board
of Directors |
| Place: Kolkata |
Pradip Kumar Daga |
Yashwant Kumar Daga |
| Dated: 20/04/2023 |
Director |
Director |
|
(DIN: 00040692) |
(DIN: 00040632) |
+91-9892691696
