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Longview Tea Company Ltd Directors Report

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Jul 19, 2024|09:52:00 AM

Longview Tea Company Ltd Share Price directors Report

<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)

 

 

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