Longview Tea Company Ltd Directors Report

Dear Members,

We have pleasure in presenting the Annual Report together with the Financial Statements of the Company for the year ended 31^st March, 2024.

Financial Results

The financial performance of the Company is summarized herein below:

(Amount in Rs.000)

Particulars	31st March, 2024	31st March, 2023
Profit before Finance Cost, Depreciation andAmortization & Tax	18748.05	1027.06
less: finance cost	41.06	41.90
Depreciation and amortization	409.96	355.27
Profit/ (Loss) before Tax	18297.03	629.89
Less:tax expense
Current tax	2854.34	2613.08
For earlier years	(1320.44)	-
Deferred tax	1549.10	(348.50)
Profit/(Loss) for the year	15214.03	(1634.69)
Other Comprehensive Income	129.57	(55.80)
Total Comprehensive Income for the year	15343.60	(1690.49)

Review of Operations

Revenues with other income for financial year ended 31^st March, 2024 stood at Rs. 3,42,29,691/- and profit before tax at Rs. 1,82,97,036.94/- and profit for the year after tax was Rs. 1,52,14,040.47/-.

Dividend & Reserves

To conserve the resources of the Company, 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 year ended 31^st March, 2024. Subsidiaries/Associate Companies The Company does not have any Subsidiary or Associate Company.

Directors & KMP

The Board consists of non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning. In terms of Articles of Association of the Company read with section 150, 152 of the Companies Act, 2013, Shri Yashwant Kumar Daga (DIN:00040632), 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 the Company in the ensuing Annual General Meeting. Smt. Santosh Devi Mall (Din: 07094393) Non-Executive Non-Independent Director, has resigned from the directorship of the Company w.e.f. April 06, 2023.

Based on the recommendation of the Nomination & Remuneration Committee, the Board at its meeting held on 6^th April, 2023 had approved the appointment of Smt. Sujata Pandey as Company Secretary and Compliance Officer (Key Managerial Personnel) 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, 2015 (Listing Regulations) and Secretarial Standard on General Meetings (SS-2) are provided in the Notice of the Annual General Meeting forming part of the Annual Report.

Declaration from Independent Directors

All Independent directors have submitted their declaration under section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as provided under section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Nomination & Remuneration Policy

The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 and in terms of Regulation 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 to Directors Responsibility Statement, the Board 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 company for that period; (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 five Board meetings were held on 06.04.2023, 20.04.2023, 13.07.2023, 01.11.2023, 11.01.2024 in respect of which proper notices were given and the proceedings were duly recorded in the minutes book maintained for the purpose. The intervening gap between any two consecutive meetings did not exceed the gap of 120 days as prescribed by the Companies Act, 2013 and SEBI ( Listing Obligations and Disclosure Requirements), Regulations 2015. The details of attendance of the directors at the Board Meetings during the year 2023-2024 is given hereunder:

Name	Number of meetings attended
Pradip Kumar Daga	1
Yashwant Kumar Daga	5
Bajrang Agarwal	5
Hemlata Jhajharia	5

Pursuant to the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors was held on 11^th January 2024 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 Management and the Board 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, 2024.

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 Companys 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 efficacy and adequacy of internal control 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. 25 crore and hence as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance requirements as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of the Listing Regulations are not applicable to the Company. Thus, a report on Corporate Governance does not form part of this report.

Pursuant to SEBI Listing Regulations, report on Management Discussion and Analysis has been enclosed as part of Boards 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 29^th June, 2022 to hold office until the conclusion of the Annual General Meeting to be held in the year 2027. The Auditors Report does not contain any reservations, qualifications, or adverse remarks and are self-explanatory.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the Company had appointed Shri Pravin Kumar Drolia, Proprietor of Drolia & Co.( Company Sectary in whole time Pratice) for conducting the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report, pursuant to Section 204(1) of the Companies Act, 2013, for the financial year ended 31^st March, 2024 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, 2024 does not contain any reservation, qualification or adverse remarks and forms part of the Boards Report.

Cost Audit

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of 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. The Company Secretary is the Secretary of the Committee. During the year, there are 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 Companys website at http://longviewtea.org/ investor/Vigil%20Mechanism.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 have been disclosed in the notes to the financial statements of the Company.

Related Parties Transactions

All related party transactions entered during the financial year were in ordinary course of business and on arms length basis. There have been no transactions with the related parties during the financial year which were in 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 year 2023-24.

Material Changes Affecting Financial Position of the Company

No material Changes or commitments, affecting the financial position of the Company have occurred between the end of the financial year of the Company, to which the financial statements relate i.e. 31^st March, 2024 and date of Boards 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 with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below. a. Ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year: None of the Director is being paid remuneration except the sitting fees. b. Percentage increase in the remuneration of Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year 2023-2024:

S l . Name No.	Designation	%increase in remuneration in the FY 2023-24
1. Shri Joydeep Pattanayak	Chief Executive Officer	10.71
2. Smt. Sujata Pandey	Company Secretary	-
3. Shri Vikas Joshi	Chief Financial Officer	18.88

*Sujata Pandey was appointed as Company Secretary & Compliance Officer, w.e.f. April 06, 2023 i.e. during the financial year 2023-24, hence, percentage increase is not applicable . c. Percentage increase in the median remuneration of employees in the financial year : 10.71% d. Number of permanent employees on the rolls of the Company: 3 e. 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 and 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. f. The Company affirms that remuneration is as per the Remuneration policy of the Company.

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 member interested in obtaining a copy of the said 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 145^th 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 having less than 10 workers, Internal Complaint Committee has not been constituted under The_Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Also the Company has not received any complaint under The_ Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year.

Extract of the Annual Return

Pursuant to section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return as on March 31, 2024 is available on the Companys website at http://longviewtea.org/investor/Annual%20 Return_2024.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 for the assistance and cooperation received from the Members and employees during the year under review.