Warren Tea Ltd Directors Report.

Warren Tea Limited

The Directors have pleasure in submitting their Forty-third Annual Report with the Audited Financial Statements of your Company for the year ended 31st March, 2020.

Extract of Annual Return

In compliance with Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual Return in form MGT-9 is attached as Annexure A to this Report.

Board Meetings

The Board of Directors met 7 (seven) times during the financial year 2019-20. Further details have been provided in the Corporate Governance Report pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is annexed as Annexure F to this Report.

Directors Responsibility Statement

The Board of Directors acknowledges the responsibilities for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in the preparation of the Annual Accounts for the year ended on 31st March, 2020 and state that:

(a) in the preparation of the annual accounts, the applicable Indian Accounting Standards (Ind AS) have been followed and there are no material departures therefrom;

(b) the Directors had selected such accounting policies and applied them consistently in accordance with applicable provisions 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 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;

(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; and (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.

Independent Directors Declaration

The declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013, have been duly received by the Company along with a declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6 of Companies (Appointment of Directors) Rules 2014. The independent directors have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for Directors and senior management personnel.

Particulars of loans, guarantees and investments

The particulars of loans made by the Company are covered in Notes 4 & 13 of the Notes to the Financial Statements.

The Company has not given any guarantee.

Particulars of investments made by the Company is given in Note 3 of the Notes to the Financial Statements.

Related Party Contracts

During the year under review, all transactions entered into by the Company with related parties were in compliance with the applicable provisions of the Act and the Listing Regulations, details of which are set out in the Notes to Financial Statements forming part of this Annual Report. All the transactions have been duly evaluated by the Audit Committee and Board and have been found beneficial for the Company. These transactions were inter alia based on various considerations such as business exigencies, synergy in operations and resources of the related parties.

Further, the Company has not entered into any contracts/arrangements/transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

No transactions were carried out during the year which requires reporting in Form AOC - 2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

Financial Summary, highlights and State of the Companys Affairs

Current Year Previous Year
(Rs. in Lakhs) (Rs. in Lakhs)
Profit/(Loss) before Depreciation and Tax (2894.90) (2030.36)
Less: Depreciation and Amortization 272.60 347.12
Profit/(Loss) before Tax (3167.50) (2377.48)
Tax Expense
Current Tax - -
Deferred Tax (750.90) (785.45)
Profit/(Loss) for the Year (2416.60) (1592.03)
Other Comprehensive Income 348.10 373.96
Total Comprehensive Income (2068.50) (1218.07)
Adjustment on account of Lease and Land Revenue 43.49 -
Balance brought forward from Previous Year 4055.05 5273.12
Balance carried to Balance Sheet 2030.04 4055.05

There have been series of significant changes in the overall market scenario in last few years. Over last four years, we have been faced with many a difficult circumstance like vagaries of weather due to climate change, severe pest infestation, significant rise in labour wages due to statutory changes and also the recent pandemic, all have had significant impact on Companys profitability.The Board of Directors had decided to dispose off one or more of its estates and/ or other assets and use the proceeds thereof to consolidate and strengthen its financial position as a concrete step towards improvement of the overall performance of the Company.The Board has taken steps to address the situation and is of the view that, as a result of these measures, operations of the Company will become profitable in the future.

There were no companies which have become/ceased to be Subsidiaries, Joint Ventures and Associate Companies during the year.

During the year under review, economy across the globe, including in India, faced severe economic slowdown. Business Houses, to curtail their costs, reduced business travel as well as cut down on travelling entitlements of their staffs. The Economic downturn also negatively hit the consumer sentiment resulting in lesser leisure travel. These, combined, resulted in lower Occupancies. Additionally, Hotel Industrys occupancy had become minimal with outbreak of Covid-19 pandemic in March,2020. These resulted in decrease of revenue of Maple Hotels and Resorts Limited to Rs. 1543.52 Lacs from Rs. 1702.51 achieved in previous year. This has resulted in Profit before Tax marginally from Rs. 101.74 Lacs in previous year to Rs. 90.11 Lacs in current Year.

As required under Section 129(3) of the Companies Act, 2013 Consolidated Financial Statements together with a statement containing the salient features of the Financial Statements of Maple Hotels & Resorts Limited in AOC - 1 forms a part of this Annual Report.

Deposits

The Company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 during the year under review.

Regulatory Orders

There is no significant and material order passed by Regulators/Courts/Tribunals impacting the going concern status and Companys operations in future.

Internal Control Systems

Your Company has adequate Internal Control System at all levels of Management and commensurate with its size and nature of operations and they are regularly reviewed for effectiveness by firms of practising Chartered Accountants. The details in respect of the Internal Control Systems and their adequacy are set out in the Management Discussion and Analysis Report forming part of the Boards Report. The Audit Committee of the Board looks into the Auditors review which is deliberated upon and corrective action taken, wherever required.

Auditors Report

Messrs B M Chatrath & Co LLP, Statutory Auditors have submitted their Report in respect of the financial year 2019-20 under Section 143 of the Companies Act, 2013.

The report of the Statutory Auditors during the year under review does not contain any qualification, reservation or adverse remark or disclaimer. The Notes to the Financial Statements are also self-explanatory and do not call for any further comments.

Cost Audit

The Cost Audit had been completed by Messrs Shome and Banerjee, Cost Accountants for the year ended 31st March, 2019. The Cost Audit Report had been submitted by the Cost Auditors to the appropriate authorities within the stipulated time on 25th September, 2019. Maintenance of cost records as specified by the Central Government under sub-section 1 of Section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

Secretarial Audit

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Messrs MKB & Associates, Practising Company Secretaries had been appointed as the Secretarial Auditor of the Company to carry out the Secretarial Audit including Secretarial Compliance Audit for the Financial Year 2019-20.

The Secretarial Audit Report given by Messrs MKB & Associates is annexed to this Report as Annexure B which is self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

None of the Auditors of the Company have reported any fraud during the year under review.

Resum of Performance

During the year under review other income of the Company improved from Rs. 100.90 lacs to

Rs. 173.75 lacs resulting in a total income of Rs. 12465.02 lacs from Rs. 11951.06 lacs of earlier year. During the year under review Revenue from operation increased from Rs. 11850.16 lacs in the previous year to Rs. 12291.27 lacs this year. However, the benefits of increased revenue was eroded by significant increase towards statutory employee benefits by Rs. 534.53 lacs. There was an increase in financing cost to an extent of Rs. 129.71 lacs. Other expenses were also lowered by about Rs. 127.09 lacs with cost control effort. These resulted to a total comprehensive income

Rs. (2068.50) lacs for the year. It is worthwhile to mention that the Company could not carry out plucking operations for the last weeks of the month of March,2020 which is the prime time for crop generation due to COVID 19 pandemic.

Crop

Your Companys saleable crop was 7.04 Million Kgs. as compared to the previous years production of 6.74 Million Kgs.

Comparative Crop figures during the past five years for its seven tea estates are given below:

Year Ended on Saleable Crop
In Million Kgs.
31.03.2020 7.04
31.03.2019 6.74
31.03.2018 6.71
31.03.2017 6.09
31.03.2016 7.18

Revenue from Operations

Revenue from tea operations was Rs. 12291.27 Lakhs for the year under review as against

Rs. 11850.16 Lakhs in the previous year.

Quality

Your Companys adherence to its policy of manufacture only from its own leaf together with proactive agricultural practices contributed to maintenance of premium quality of your Companys teas. Hatimara tea estate of your Company continue to have Rainforest Alliance Certification, ISO 22000:2005 Certification and Trustea Verification Certification. The Companys Integrated Pest Management Policy for agro inputs are in consonance with the Plant Protection Code of the Tea Board of India and your Company and its Management continues to be ever alert on the issues of Maximum (Permissible Chemicals) Residue Limits.

Exports

Exports for the year was Rs. 176.38 Lakhs against Rs. 78.90 Lakhs for the previous year.

Prospects

The overall impact of COVID 19 on the Companys financials for the ongoing financial year is difficult to predict with any certainty due to unpredictable nature of issues arising as well as uncertainty of how prices and production will shape up during the balance period. The lower production will reduce our sales volume as well as deferment of purchase due to logistics have created a stress on the cash flow of the Company. This stress on the Cash Flow, is expected to be of short term in nature and hopefully shall get reversed in the second half of the financial year depending upon the containment of the ongoing pandemic. Marketing efforts have been stepped up by the Company to improve sales. Due to reduction in production across all geography, price is expected to firm up and average realization improve . However, till economic condition improves, volumes are expected to remain somewhat subdued. Management is monitoring the situation on an ongoing basis and various precautionary measures are being implemented in consultation with the Tea Research Association across the producing locations of the Company to ensure recovery of lost production to the extent possible.

Dividend

Keeping the financial performance of the Company in view, your Directors do not recommend any dividend for the financial year 2019-20.

Material changes and commitments consequent to year end

Your Directors confirm that there were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statement relates and the date of this report. However, the impact on the financial performance of the Company caused due to the outbreak of COVID-19 virus pandemic is explained separately in the notes to the financial statements.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy

(i) The steps taken or impact on conservation of energy:

The Company is emphasizing continuously on conserving energy and its reduction. The Company is sensitive enough on this issue for several years and continues with its efforts to regulate consumption and conserve energy. Apart from the ecological impact, the energy cost is one of the two major inputs in the production cost, other being the labour cost. The Company with the view to reduce major costs is continuously trying to explore the avenues to reduce consumption of the energy. Energy Audits are carried out by respective gardens to study ways and means of energy reduction.

As a policy, the Company is continuing with the process of replacement of old and existing equipment in a phased manner with newer/energy efficient equipment. To become more energy efficient, manufacturing and other related processes are being reviewed and necessary changes are being carried out with a view to conserve and make efficient use of energy.

The process of replacing incandescent bulbs with CFL/LED continues. The Company is continuously replacing the traditional high gas consumption burners with most energy efficient economical burners which has reduced energy consumption. All the estates of the Company are making efforts in optimizing machinery output, resulting in reasonable power savings, improvement of Power Factor by correct use of Induction load/Devices.

(ii) The steps taken by the Company for utilizing alternate sources of energy:

During the year under review, no major steps were initiated for utilizing alternate source of energy by the Company.

(iii) The capital investment on energy conservation equipment:

(a) Installation of New CTCs with less power requirement : In Deoholl T.E. - old CTC :30 HP / 25HP / 25 HP New CTC: 25 HP / 20 HP / 20 HP 1st cut / 2nd cut / 3rd cut

(b) Installation of I.P.R.S. (Industrial Pressure Regulating System to increase Gas consumption efficiency : - in Tara T. E.

(c) Conversion of conventional Panel Board & sophisticated panel boards to minimize the losses of energy through proper power distribution: - in Hatimara T. E.

(d) Installation of Gas Flow Meters to monitor correct gas consumption thereby increasing efficiencies : - in Deohall & Hatimara T.E.

The Company further continues to invest, resulting in energy savings. Installation of VFBD & CFM together with economical burners and installation of conveyor

System has increased the production efficiently which has resulted in overall reduction of energy consumption as well as manpower and has ultimately reduced the cost of production. Daily monitoring of both gas and electricity are being carried out and immediate corrective action, if necessary are being taken to become more energy efficient.

(B) Technology absorption

(i) The efforts made towards technology absorption;
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) The expenditure incurred on Research and Development:

The Company did not carry out any Research & Developmental activities on its own. However, during the year the Company subscribed a sum of

Rs. 27.06 Lakhs to Tea Research Association (‘TRA) which has been set up for the purpose of carrying out research aimed at improving various aspects of tea plantations who derive benefit from such detailed work carried out by TRA. The expenses for such work are collectively borne by TRA from the contributions made by various tea companies.

(C) Foreign exchange earnings and outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows :

Foreign exchange – Earned (Gross) - Rs. 180.01 Lakhs
- Outgo - Rs. 0.81 Lakhs

Risk Management

The Company has adopted and implemented a Risk Management Policy after identifying various risk which the Company encounters with during the course of its business. The Risk Management

Committee reviews the risk assessment and minimization procedure in the light of the Risk Management Policy of the Company. Details of Risk Management Committee are given separately in the Corporate Governance Report at Annexure F to this Report. In the opinion of the Board there is no such risk which may threaten the present existence of the Company.

Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act, 2013 and the relevant Rules, the Corporate Social Responsibility Committee as on 31st March, 2020 comprised of Mrs S Barman as Chairperson and Mrs A K Bindra, Mr Vinay K Goenka and Mr S K Ghosh as Members with President-Legal & Company Secretary as its Secretary. The Committee reconstituted on 2nd June, 2020 consisting of Mrs. Sonia Barman as Chairperson and Mrs. A K Bindra and Mr. Vinay K Goenka as Members with Mrs. Soma Chakraborty , Company Secretary as its Secretary. The broad terms of reference of the Corporate Social Responsibility (CSR) Committee are:

- Formulate and recommend to the Board, the CSR Policy

- Recommend the amount of expenditure to be incurred on the activities undertaken

- Monitor the CSR Policy of the Company from time to time

- Review the performance of the Company in the area of CSR including the evaluation of the impact of the Companys CSR activities

- Review the Companys disclosure of CSR matters.

Further details of the CSR Policy and related matters together with details of the Committee have been annexed as Annexure C to this Report. The Policy is also available on the Companys website at www.warrentea.com.

Board Evaluation

The Nomination and Remuneration Committee has earlier approved the Board Evaluation Policy. An annual evaluation of the performances of the Board, its Committees and that of the individual Directors was undertaken during the year on the basis of the criteria such as the composition, structure, functioning, effectiveness of the Board, the Committees, the contribution and preparedness of individual Directors to the Board and Committees etc. after seeking inputs from all the Directors. The Directors including Independent Directors and the Non –Independent Directors have continued to contribute their inputs in the process of evaluation of the Directors. The Independent Directors and Nomination and Remuneration Committee members have continued to review the performance of all the Directors including the Chairman and the Managing Director and thence the performance of the Board as a whole. The Board in turn with such inputs, have carried out annual evaluation of its own performance, its Committees and individual Directors. In a separate meeting of the Independent Directors the performance of the non-independent Directors, the Chairman and the Board as a whole was evaluated.

Audit Committee

The Audit Committee of the Board as on 31st March, 2020 comprises of Mr S Bhoopal as Chairman, Mr L K Halwasiya and Mr N Dutta as members with Mr. S. Roy, President – Legal & Company Secretary as the Secretary . Consequent on the retirement of President-Legal & Company Secretary the Committee reconstituted on 2nd June, 2020 and the Audit Committee reconstituted with immediate effect consisting of Mr. S. Bhoopal as Chairman, Mr. L. K. Halwasiya and Mr. N Dutta as members with Mrs Soma Chakraborty as its Company Secretary. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee. Further details of the Committee relating to their terms of reference, composition and meetings held during the year, are included in the report on Corporate Governance in Annexure F to this Report.

Whistle Blower Policy – Vigil Mechanism

The Company has established vigil mechanism for directors and employees with a view to address their genuine concerns about unethical behaviour, actual or suspected fraud /or violation of Companys code of conduct/leak of unpublished price sensitive information. The Audit Committee of the Board monitors and oversees such Vigil Mechanism of the Company. It is also confirmed that no personnel has been denied access to the audit committee during the year under review.

A detailed policy related to the Whistle Blower – Vigil Mechanism is available at companys website at www.warrentea.com.

Nomination and Remuneration Committee and Policy

The Committee as on 31st March, 2020 comprised of Mr S Bhoopal, Mrs S Barman and Mr N Dutta, all Non-executive Independent Directors with Mr S Bhoopal as Chairman and Mr. S. Roy, President – Legal & Company Secretary is the Secretary to the Committee. It recommends to the Board, inter alia, the Remuneration Package of Directors and Key and other Senior Managerial Personnel. Further details relating to the Committee are set out in the Report on Corporate Governance in Annexure F to this Report.

The policy for evaluation of Directors which contains evaluation criteria; such criteria include contributing to, monitoring and reviewing etc. and has acted upon the same. The particulars required to be furnished relating to the Policy on Directors appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director and other related matters including remuneration of employees has been uploaded on the website of the Company, which can be accessed under the weblink:http://www.warrentea.com/ Documents/nomination_remuneration_policy.pdf.

The Companys Policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report.

Stakeholders Relationship Committee

The Committee comprises of four Directors consisting of two Non-Executive Independent Directors and two Executive Directors namely, Mr S Bhoopal as the Chairman and Mrs A K Bindra, Mr Vinay K Goenka and Mr S K Ghosh as members. The Committee reconstituted on 2nd June, 2020 consisting of Mr. S. Bhoopal as the Chairman and Mrs. A K Bindra , Mr. Vinay K Goenka as members with Mrs. Soma Chakraborty, Company Secretary as its Secretary. Details of the Committee are provided in the Report on Corporate Governance in Annexure F to this Report.

Change in nature of Business, if any

There has been no change in the nature of business of the Company.

Statement of compliance of applicable Secretarial Standards

Your Company has complied with applicable Secretarial Standards.

Details of Directors/Key Managerial Personnel

In accordance with the Articles of Association of the Company, Mr V K Goenka (DIN 00043124), Executive Chairman of the Company retires by rotation and being eligible has offered himself for reappointment.

Mr. Subhajit Kumar Ghosh was reappointed as Managing Director of the Company from 1st April, 2020 to 5th June, 2020 subject to approval of the shareholders and subsequently retired as Managing Director from close of business hours of 5th June, 2020 and continued as Non-executive Director of the Company. Mr. Siddhartha Roy retired as the President – Legal & Company Secretary of the Company from the close of business hours of 31st March, 2020 and Mrs. Soma Chakraborty has been appointed as the Company Secretary of the Company w.e.f. 1st April, 2020. The Board wishes to place on record its sincere appreciation for the valuable services rendered by Mr. S K Ghosh and Mr. Siddhartha Roy during their long association with the Company. The Key Managerial Personnel of the Company are Mr. Vinay K Goenka, Mr. S.K. Ghosh, Mr. S Roy and Mr. S.K. Mukhopadhyay.

Personnel

The particulars and information of the employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been set out in Annexure D to this Report.

Your Company treats its human capital as its most important asset. The welfare and well-being of the workers are monitored closely and the Company maintains harmonious relationship with the employees.

Industrial relations remained cordial throughout the year and your Board of Directors thank employees at all levels for their valuable service and support during the year. It is your Companys endeavour to provide safe, healthy and sustainable work environment in all the estates. The Company has always believed in a policy against sexual harassment which has also found its place in the governing Codes of Conduct and Ethics applicable to its employees which includes a mechanism to redress such complaints.

Further, the Company has in place Internal Complaints Committees for Assam and Kolkata and your Company had complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Following are the particulars relating to complaints handled by the Company during the year:

Number of complaints of Sexual Harassment received/filed and disposed off during the year and pending as on end of financial year : Nil

Corporate Governance

The Company has complied with the Corporate Governance requirements under the Act and as stipulated under Regulation 17 to Regulation 27 of Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015. A Management Discussion and Analysis Report is provided in Annexure E. A separate Report on Corporate Governance in terms of Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also provided in Annexure F to this Report.

Certifications

A Declaration affirming compliance with the Code of Conduct of the Company and Auditors Certificate of compliance with the conditions of Corporate Governance are collectively annexed in Annexure F to this Report.

Auditors

The present Statutory Auditors Messrs B M Chatrath & Co LLP, Chartered Accountants, had been appointed as Statutory Auditors of the Company at the forty-second Annual General Meeting held on 11th September, 2019 to hold office till the conclusion of the forty-fourth Annual General Meeting.

Messrs Shome & Banerjee, Cost Accountants have been reappointed for audit of Cost Accounts maintained by the Company for the year ending 31st March, 2021, and their remuneration is being placed for approval of the Shareholders at the forthcoming Annual General Meeting.

General Disclosures

Your Directors state that :

1. There is no change in the share capital of the Company during the year.

2. No amount is proposed to be transferred to General Reserve during the year.

3. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

Kolkata

30th June, 2020

Vinay K Goenka

 

Executive Chairman

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31.03.2020

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

(i) CIN : L01132AS1977PLC001706
(ii) Registration Date : 31.05.1977
(iii) Name of the Company : WARREN TEA LIMITED
(iv) Category/Sub-category of the Company : Company limited by shares
(v) Address of the Registered Office and : contact details Deohall Tea Estate, PO : Hoogrijan, Dist. : Tinsukia,
Assam 786 601
Telephone No. +91 9531045098
(vi) Whether listed company : Yes
(vii) Name, Address and contact details of : CB Management Services (P) Ltd.
Registrar and Transfer Agent, if any P-22 Bondel Road,
Kolkata 700 019.
Telephone No. 033-4011 6700

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of main products/services NIC Code of the Product/service % to total turnover of the company
1. Plantation of Tea 01271 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES-

Sl. No. Name and Address of the Company CIN/GLN Holding/Subsidiary/ Associate % of shares held Applicable Section
1. Maple Hotels & Resorts Limited U70101WB2000PLC091582 Associate Company 46.92% 2(6)
Suvira House, 4B Hungerford
Street, Kolkata 700 017

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Shareholding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual / HUF 5454489 5454489 45.6412 5454489 5454489 45.6412
b) Central Govt.
c) State Govt.(s)
d) Bodies Corp. 3355510 3355510 28.0777 3355510 3355510 28.0777
e) Banks/F.I.
f) Any Other
Sub-total (A) (1) 8809999 8809999 73.7189 8809999 8809999 73.7189
Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
(2) Foreign
a) NRIs-Individuals
b) Other-Individuals
c) Bodies Corp.
d) Banks/F.I.
e) Any Other
Sub-total (A)(2)
Total shareholding of
Promoter(A)=(A)(1)+(A)(2) 880999 880999 73.7189 8809999 8809999 73.7189
B. Public Shareholding
1. Institutions
a) Mutual Funds 42 42 0.0004 42 42 0.0004
b) Banks/F.I. 79 178 257 0.0022 79 178 257 0.0022
c) Central Govt. /State
Govt.(s)
d) Venture Capital Funds
e) Insurance Companies 178 178 0.0015 178 178 0.0015
f) FIIs
g) Foreign Venture Capital
Funds
h) Qualified Foreign
Investor
i) Others
Sub-total (B)(1) 79 398 477 0.0040 79 398 477 0.0040
2. Non-Institutions
a) Bodies Corp. 171778 7372 179150 1.4991 154456 7380 161836 1.3542 0.1449
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 2 lakh 939867 345969 1285836 10.7594 954840 335910 1290750 10.8005 0.0411
ii) Individual shareholders holding nominal share capital in excess of Rs. 2 lakh 1508486 34518 1543004 12.9113 1517607 34518 1552125 12.9876 0.0763
c) Qualified Foreign
Investor
d) Others
i) Trust 348 348 0.0029 272 272 0.0023 0.0006
ii) NRI 22211 2908 25119 0.2102 25902 2908 28810 0.2411 0.0309
iii) Clearing Member 660 660 0.0055 324 324 0.0027 0.0028
iv) Overseas Corporate
Bodies 106211 106211 0.8887 106211 106211 0.8887
Sub-total (B)(2) 2749561 390767 3140328 26.2771 2759612 380716 3140328 26.2771
Total Public Shareholding
(B)=(B)(1)+(B)(2) 2749640 391165 3140805 26.2811 2759691 381114 3140805 26.2811
TOTAL (A)+(B) 11559639 391165 11950804 100.00 11569690 381114 11950804 100.00
C. Shares held by
Custodian for GDRs &
ADRs
1. Promoter and Promoter
Group
2. Public
Sub-total (C)
Grand Total (A+B+C) 11559639 391165 11950804 100.00 11569690 381114 11950804 100.00

(ii) Shareholding of Promoters

Sl. No. Shareholders Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of total Shares of the Company % of Shares Pledged/ encumbered to total shares No. of Shares % of total Shares of the Company % of Shares Pledged/ encumbered to total shares % change in share holding during the year
1 Vinay Kumar Goenka 3601229 30.13 NIL 3601229 30.13 NIL
2. Vinay Kumar Goenka (HUF) 376384 3.15 NIL 376384 3.15 NIL
3. Vivek Goenka 1476876 12.36 NIL 1476876 12.36 NIL
4. Maple Hotels & Resorts
Limited 3196448 26.75 NIL 3196448 26.75 NIL
5. Sectra Plaza Private Limited 159062 1.33 NIL 159062 1.33 NIL
Total 8809999 73.72 NIL 8809999 73.72 NIL

(iii) Change in Promoters Shareholding (please specify, if there is no change) :

Sl. No. Shareholders Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1. Vinay Kumar Goenka
At the beginning of the year
(01/04/2019) 3601229 30.13
At the end of the year (31/03/2020) 3601229 30.13
2. Vinay Kumar Goenka (HUF)
At the beginning of the year
(01/04/2019) 376384 3.15
At the end of the year (31/03/2020) 376384 3.15
3. Vivek Goenka
At the beginning of the year
(01/04/2019) 1476876 12.36
At the end of the year (31/03/2020) 1476876 12.36
4. Maple Hotels & Resorts Limited
At the beginning of the year
(01/04/2019) 3196448 26.75
At the end of the year (31/03/2020) 3196448 26.75
5. Sectra Plaza Private Limited
At the beginning of the year
(01/04/2019) 159062 1.33
At the end of the year (31/03/2020) 159062 1.33

(iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No. Shareholders Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Top 10 Shareholders No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1. Pradeep Kumar Saraf
At the beginning of the year
(01/04/2019) 520486 4.36
Date-wise Increase/Decrease during
the year - Transfer
Increase (20/09/2019) 214 * 520700 4.36
Decrease (15/11/2019) 100 * 520600 4.36
At the end of the year (31/03/2020) 520600 4.36
2. Sanidhya Mittal
At the beginning of the year
(01/04/2019) 300000 2.51
At the end of the year (31/03/2020) 300000 2.51
3. Karuna Mittal
At the beginning of the year
(01/04/2019) 275000 2.30
At the end of the year (31/03/2020) 275000 2.30
4. Sanjeev Bubna
At the beginning of the year
(01/04/2019) 245560 2.05
At the end of the year (31/03/2020) 245560 2.05
5. ISIS Enterprises Limited
At the beginning of the year
(01/04/2019) 91826 0.77
At the end of the year (31/03/2020) 91826 0.77
6. JM Financial Services Limited
At the beginning of the year
(01/04/2019) 54959 0.46
Date-wise Increase/Decrease during
the year - Transfer
0.46
Increase (16/08/2019) 176 * 55135
0.46
Decrease (13/09/2019) 176 * 54959
Decrease (30/09/2019) 3519 0.03 51440 0.43
Increase (08/11/2019) 600 0.01 52040 0.44
Decrease (15/11/2019) 600 0.01 51440 0.43
Decrease(17/01/2020) 22369 0.19 29071 0.24
At the end of the year (31/03/2020) 29071 0.24
7. James Warren Tea Limited
At the beginning of the year
(01/04/2019) 49361 0.41
Date-wise Increase/Decrease during
the year - Transfer
Decrease (15/11/2019) 678 0.01 48683 0.41
At the end of the year (31/03/2020) 48683 0.41
8. Chandmull Batia
At the beginning of the year
(01/04/2019) 34518 0.29
At the end of the year (31/03/2020) 34518 0.29
9. Vinodchandra Mansukhlal Parekh
At the beginning of the year
(01/04/2019) 33093 0.28
Date-wise Increase/Decrease during
The year – Transfer
Increase (31/05/2019) 784 0.01 33877 0.28
Increase (13/09/2019) 81 * 33958 0.28
Increase (20/09/2019) 1414 0.01 35372 0.30
Increase (11/10/2019) 2227 0.02 37599 0.31
Increase (25/10/2019) 37 * 37636 0.31
Increase (01/11/2019) 263 * 37899 0.32
Increase (27/12/2019) 301 * 38200 0.32
At the end of the year (31/03/2020) 38200 0.32
10. Chandrika Vinodchandra Parekh
At the beginning of the year
(01/04/2019) 28369 0.24
At the end of the year (31/03/2020) 28369 0.24
11. Sanjeev Bubna
At the beginning of the year
(01/04/2019) 25000 0.21
At the end of the year (31/03/2020) 25000 0.21
12. ADR Capital Services Private Limited
At the beginning of the year
(01/04/2019) 19296 0.16
Date-wise Increase/Decrease during
the year - Transfer
Decrease (30/08/2019) 1 * 19295 0.16
Decrease (04/09/2019) 2000 0.02 17295 0.14
17295 0.14
At the end of the year (31/03/2020)
13. Rathinasamy Narayanasamy Rubesh
At the beginning of the year
(01/04/2019) 18575 0.16
. At the end of the year (31/03/2020) 18575 0.16
14. V Ramanan
At the beginning of the year
(01/04/2019) 17568 0.15
17568 0.15
At the end of the year (31/03/2020)
15. Sunil Kumar Gupta
At the beginning of the year
(01/04/2019) 16000 0.13
16000 0.13
At the end of the year (31/03/2020)
16. Updesh Kumar Kaushal
At the beginning of the year
01/04/2019) 15788 0.13
Date-wise Increase/Decrease during
the year - Transfer
Increase (26/04/2019) 2010 0.02 17798 0.15
Increase (17/05/2019) 382 * 18180 0.15
Increase (24/05/2019) 300 * 18480 0.15
Increase (31/05/2019) 100 * 18580 0.16
Increase (28/06/2019) 200 * 18780 0.16
Increase (19/07/2019) 163 * 18943 0.16
Increase (26/07/2019) 237 * 19180 0.16
Increase(16/08/2019) 20 * 19200 0.16
Increase (23/08/2019) 200 * 19400 0.16
Increase (27/09/2019) 26 * 19426 0.16
Increase (04/10/2019) 286 * 19712 0.16
Increase (11/10/2019) 523 * 20235 0.17
Increase (18/10/2019) 565 * 20800 0.17
Increase (25/10/2019) 911 * 21711 0.18
Increase (01/11/2019) 490 * 22201 0.19
Increase (17/01/2020) 176 * 22377 0.19
Increase (24/01/2020) 640 0.01 23017 0.19
Decrease (31/01/2020) 1617 0.01 21400 0.18
Increase (07/02/2020) 100 * 21500 0.18
Increase (31/03/2020) 800 0.01 22300 0.19
At the end of the year (31/03/2020) 22300 0.19
17. Woodcutter Limited
At the beginning of the year
(01/04/2019) 14385 0.12
At the end of the year (31/03/2020) 14385 0.12
18. Sujay Ajitkumar Hamlai
At the beginning of the year
(01/04/2019) 14000 0.12
14000 0.12
At the end of the year (31/03/2020)
19. Ashok C Samani
At the beginning of the year
(04/01/2019) 13456 0.11
Date-wise Increase/Decrease during
the year - Transfer
Decrease (11/08/2019) 100 * 13356 0.11
At the end of the year (31/03/2020) 13356 0.11
20. Vinodchandra Mansukhlal Parekh
At the beginning of the year
(01/04/2019) 13203 0.11
Date-wise Increase/Decrease during
the year - Transfer
Increase (18/10/2019) 1540 0.01 14743 0.12
At the end of the year (31/03/2020) 14743 0.12
21. Raviraj Developers Ltd
At the beginning of the year
(01/04/2019)
Date-wise Increase/Decrease during
the year - Transfer
Increase (17/01/2020) 15993 0.13 15993 0.13
At the end of the year (31/03/2020) 15993 0.13
22. Rupesh Madhavlal Mehta
At the beginning of the year
(01/04/2019) 10200 0.09
At the end of the year (31/03/2020) 10200 0.09
23. V Techweb (India) Private Limited
At the beginning of the year
(01/04/2019) 10000 0.08
At the end of the year (31/03/2020) 10000 0.08
24. Rajesh Agarwal
At the beginning of the year
(01/04/2019) 9775 0.08
Date-wise Increase/Decrease during
the year - Transfer
Decrease (22/11/2019) 10 * 9765 0.08
Decrease (29/11/2019) 1 * 9764 0.08
At the end of the year (31/03/2020) 9764 0.08
25. Surendra Kumar Bagri
At the beginning of the year
(01/04/2019) 9492 0.08
At the end of the year (31/03/2020) 9492 0.08
26. Sanjeev Vinodchandra Parekh
At the beginning of the year
(01/04/2019) 9392 0.08
At the end of the year (31/03/2020) 9392 0.08
27. Jitendra Mansukhlal Parekh
At the beginning of the year
(01/04/2019) 9350 0.08
At the end of the year (31/03/2020) 9350 0.08
28. N Lalitha
At the beginning of the year
(01/04/2019) 8957 0.07
At the end of the year (31/03/2020) 8957 0.07
29. Pranav Kaushal
At the beginning of the year
(01/04/2019) 6163 0.05
Date-wise Increase/Decrease during
the year - Transfer
Increase (11/10/2019) 533 * 6696 0.06
Increase (18/10/2019) 22 * 6718 0.06
Increase (31/01/2020) 2000 0.02 8718 0.07
At the end of the year (31/03/2020) 8718 0.07
30. New Millenium Technology Management Private Limited
At the beginning of the year
(01/04/2019) 1073 0.01
Date-wise Increase/Decrease during
the year - Transfer
Increase (26/07/2019) 7159 0.06 8232 0.07
Increase (13/09/2019) 176 * 8408 0.07
At the end of the year (31/03/2020) 8408 0.07

Note: The above information is based on download of beneficial ownership received from Depositories.

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No.Shareholders Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Directors and KMP No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1. Vinay Kumar Goenka - Chairman
At the beginning of the year (01/04/2019) 3601229 30.13 3601229 30.13
At the end of the year (31/03/2020)
2. Vinay Kumar Goenka (HUF)
At the beginning of the year (01/04/2019) 376384 3.15 376384 3.15
At the end of the year (31/03/2020)
3. S K Ghosh – Managing Director
At the beginning of the year (01/04/2019) 1 *
At the end of the year (31/03/2020) 1 *
4. N Dutta – Director
At the beginning of the year (01/04/2019) 10 *
At the end of the year (31/03/2020) 10 *
5. S Bhoopal – Director
At the beginning of the year (01/04/2019) 1 *
1 *
At the end of the year (31/03/2020)
6. S Roy – President - Legal & Company Secretary
At the beginning of the year (01/04/2019) 1 *
1 *
At the end of the year (31/03/2020)

Notes : 1) Where there was no movement of shares during the year, increase/decrease not separately indicated.

2) * Indicates that percentage is below the rounding off norm adopted by the Company.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits Unsecured Loans Deposit Total Indebtedness
Indebtedness at the beginning of the financial year
(i) Principal Amount 3950.05 3950.05
(ii) Interest due but not paid
(iii) Interest accrued but not due 16.34 16.34
Total (i+ii+iii) 3966.39 3966.39
Change in Indebtedness during the financial year
? Addition 2381.25 1068.40 3449.65
? Reduction 1192.82 1068.40 2261.22
Net Change 1188.43 1188.43
Indebtedness at the end of the financial year
(i) Principal Amount 5107.23 5107.23
(ii) Interest due but not paid
(iii) Interest accrued but not due 47.59 47.59
Total (i+ii+iii) 5154.82 5154.82

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Chairman and Managing Director:

Sl. No. Particulars of Remuneration Vinay K Goenka (Chairman) S K Ghosh (Managing Director) Total Amount
1. Gross Salary
(a) Salary as per provisions contained in section
17(1) of the Income-Tax Act, 1961 137.37 124.82 262.19
(b) Value of perquisites u/s 17(2) of the Income-Tax
Act, 1961 9.13 0.74 9.87
(c) Profits in lieu of salary under section 17(3) of the Income-Tax Act, 1961
2. Stock Option
3. Sweat Equity
4. Commission
- as % of profit
- others
5. Others
Total (A) 146.50 125.56 272.06

B. Remuneration to other Directors:

Sl. No. Particulars of Remuneration Nilotpal Dutta Sriprakash Bhoopal Anup Kaur Bindra Lalit Kumar Halwasiya Sonia Barman Total Amount
1. Independent Directors
? Fee for attending board/ committee meetings 0.20 0.90 0.55 0.70 0.55 2.90
? Commission
? Others, please specify
Total (1) 0.20 0.90 0.55 0.70 0.55 2.90
2. Other Non-executive Directors
Total (2)
Total (B) = (1+2) 0.20 0.90 0.55 0.70 0.55 2.90
Total Managerial Remuneration 0.20 0.90 0.55 0.70 0.55 2.90
Overall Ceiling as per the Act

NOT APPLICABLE

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

Sl. No Particulars of Remuneration . S Roy (President – Legal & Company Secretary) S K Mukhopadhyay (Chief Financial Officer) Total Amount
1. Gross Salary
(a) Salary as per provisions contained in section 23.49 21.40 44.89
17(1) of the Income-Tax Act, 1961
(b) Value of perquisites u/s 17(2) of the 3.60 0.26 3.86
Income-Tax Act, 1961
(c) Profits in lieu of salary under section 17(3) of the Income-Tax Act, 1961
2. Stock Option
3. Sweat Equity
4. Commission
- as % of profit
- others, specify
5. Others
Total 27.09 21.66 48.75

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority [RD/NCLT / COURT] Appeal made, if any (give details)
A. WARREN TEA LIMITED
Penalty
Punishment NIL
Compounding
B. DIRECTORS
Penalty
Punishment NIL
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment NIL
Compounding