Tyroon Tea Company Ltd Directors Report

The Directors of the Company have pleasure in presenting the Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2024.

FINANCIAL RESULTS:

	2023-24	2022-23
	Rs (in Lakh)	Rs (in Lakh)
Profit / (Loss) before Interest, Depreciation, Exceptional Item
and Taxation	503.89	539.73
Less: Interest / Finance Cost	48.46	33.88
Depreciation	93.30	91.44
Profit/ (loss) before tax & exceptional items	362.13	414.41
Exceptional Income	-	-
Profit/ (loss) before tax and after exceptional items	362.13	414.41
Less: Provision for Taxation	41.49	50.19
Income Tax relating earlier year	(1.63)	13.05
Profit / (Loss) after tax	322.27	351.17
Less: Deferred Tax Charge/ (Credit)	23.50	(0.44)
(Loss)/Profit for the year	298.77	351.61

DIVIDEND

The Board of Directors of your Company do not recommend dividend for the year under review (Previous year Nil).

OPERATION OVERVIEW

Your companys turnover stood at Rs.41.52 crores for the period ended 31-03-2024 against Rs. 42.36 crores in the previous year. The decrease in turnover by Rs.0.84 crores is due to decrease in average selling price.

COURSE OF BUSINESS AND OUTLOOK

Management discussion and analysis report give the state of affairs of the business of the Company attached to this report separately. (Annexure I)

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

Particulars in respect of 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 (Account) Rules, 2014 as set out in a separate statement attached hereto and forming part of the report. (Annexure II)

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirement under the Companies Act, 2013 and as stipulated in Listing Regulation. The Report of the same attach herewith. (Annexure III)

EXTRACTS OF ANNUAL RETURN

In accordance with the Companies Act, 2013 Annual Return in the prescribed format can be accessed at www.tyroontea.com

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(1) (c) of the Companies Act, 2013 and on the basis of explanation and compliance certificate given by the executive of the Company and subject to the disclosures in the annual accounts and also on the basis of discussion with the Statutory Auditors of the Company from time to time we state as under:-

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

(b) That the director had selected such accounting policy 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 of the Company for that period:

(c) That the directors had taken proper and sufficient care for 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 frauds and other irregularities:

(d) That the directors had prepared the annual accounts on a going concern basis:

(e) That 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: and

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

DIRECTORS

Miss Anuradha Jalan (DIN 09059592), who retires by rotation and being eligible offer herself for re appointment.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committee and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors has met 4 times and Independent Director met once during the year ended 31^st March, 2024.

KEY MANAGERIAL PERSONNEL

Since the last report there has been no change in key Managerial Personnel.

Mr. S. P. Jalan, CEO and Mr. K. C. Mishra, Company Secretary and CFO of the Company are the key managerial personnel of the Company as per definition under section 2(51) and Section 203 of the Companies Act, 2013

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

Financial Statement (i.e. Balance Sheet, Profit & Loss Statement, Cash Flow Statement together with notes) are prepared through the process which has computerized as well as manual controls to ensure accuracy of recording all transaction taking place during any accounting period and the resultant financial position at period end. All data relating payroll, purchase, agricultural activity, selling and other activity are recorded through ERP operating system at Head Office and in house software used at Tea Estate. All data and transaction entered in the system are checked by various functional on the basis of supporting documents and records, then the accounting entries checked by accounts personnel and finally approved by Managerial Personnel.

At periodic interval the accounting data are compiled and financial statement are prepared. While preparing the financial statements, it is ensured that all transaction pertaining to the accounting period is recorded.

Fixed Assets, Stock of Tea and all other stores are physically verified. Balance confirmations are obtained for significant items of trade receivable and advance.

After preparation of financial statement all items appearing in the statement are analyzed in order to ensure overall reasonableness.

The Company has adopted policy and procedure for ensuring the orderly and efficient conduct of its business, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting record and timely preparation of reliable financial disclosures.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY

The particulars of Contracts or Arrangements made with related parties pursuant to sub-section (1) of Section 188 of the Companies Act, 2013 furnished in Form AOC -2, is attached to this report as Annexure IV.

The transaction with related party which requires disclosure under section 134(3) (h) of The Companies Act, 2013 and Rule 8(2) of the Companies (accounts) Rules 2014 are given in the note no.-35.B to the financial statement.

LOAN, INVESTMENT AND GUARANTEE BY THE COMPANY

Loan, Investment and Guarantee by the Company to any entity under section 186 of the Companies Act, 2013. Refer Note No. 35 of Financial Statement.

FIXED DEPOSIT

Your Company has not accepted any fixed deposit for the financial year ended 31-03-2024.

CORPORATE SOCIAL RESPONSIBILITY

The purpose of Corporate Social Responsibility of Tyroon Tea Company Limited has been formulated by the Board of Directors at their meeting held on 13^th February, 2024. The policy aim to contribute towards development of the society and environment to make Planet better place for future generation. As per Rule and General Circular No- 14/ 2021.

The Company exempted from forming Corporate Social Responsibility Committee as CSR amount is less than fifty lakh rupees. The Board of Directors have decided to contribute the CSR amount to organization as specified under schedule 7 of the Act. Amount paid during the year ended 31^st March, 2024 refer Note no.-30.2 of the Financial Statements.

RISK MANAGEMENT

The Company has led down a comprehensive risk assessment and minimization procedure which is reviewed by the Board from time to time. The procedures are reviewed to ensure that executive management control risk through means of properly defined frame work. The major risk has been identified by the Company and its mitigation process / measures have been formulated.

ANALYSIS OF REMUNERATION

Pursuant to Rule 5 of the Companies (Appointment and Remuneration) Rules 2014 disclosure on remuneration related information of employee, key managerial personnel are annexed herewith in Annexure V.

REMUNERATION POLICY

Remuneration policy pursuant to Section 178 of the Companies Act, 2013 annexed herewith in Annexure VI

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company reported to provide the safe and conducive work environment to its employees during the year under review, no case of sexual harassment was reported.

AUDITORS

At Annual General Meeting held on 27^th September, 2022 M/s. K. N. Gutgutia & Co. Chartered Accountants, Kolkata, Firm Registration No. 304153E be and is hereby appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2027. M/s. K. N. Gutgutia & Co. has conducted Audit for the financial year ended 31^st March, 2024 and furnished their report to the Board. There is no qualification, reservation or adverse remarks made by the statutory auditors of the Company in their report pertaining to the year ended 31^st March, 2024.

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report for the year ended 31-03-2024 in prescribed form duly audited by the Practicing Company Secretary M/s. D. C. Sahoo & Co. is annexed herewith and forming part of the report. (Annexure VII)

PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of such remuneration as to disclose particular pursuant to the provision of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policy and procedure for ensuring the orderly and efficient conduct of its business, including adherences to the Companys Policy, the safeguarding of its assets, the prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

ACKNOWLEDGEMENT

The Directors wish to express their appreciation to all officers, members, staff and workmen of the Company for valuable services rendered and dedication exhibited by them. They also express their gratitude to Tea Board and Bankers for their co-operation and support extended to the Company and express their thanks to Shareholders for their confidence and understanding.

	FOR AND ON BEHALF OF THE BOARD
Registered Office :	Sanjay Kumar Kejriwal	Anuradha Jalan
McLeod House	Director	Director
3, Netaji Subhas Road	DIN - 00061102	DIN - 09059592
Kolkata - 700 001
The 30th day of May, 2024