Warren Tea Ltd Directors Report.

The Directors have pleasure in presenting their Forty-fourth Annual Report with the Audited Financial Statements of your Company for the year ended 31st March, 2021.

Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rules framed thereunder, the Annual Return as on 31st March, 2021 is available on the Companys website at https://www.warrentea.com/Documents/mgt7 202021.pdf.

Board Meetings

The details of the composition, number and dates of meetings of the Board and Committees held during the financial year 2020-21 are provided in the Report on Corporate Governance forming part of this Annual Report. The number of meetings of Board/ committees attended by each Director during the financial year 2020-21 are also provided in the Report on Corporate Governance. The Independent Directors of the Company have held two separate meetings during the financial year 2020-21 on 2nd November, 2020 and 21st January, 2021 details of which are also provided in the Report on Corporate Governance.

There have been no instances where the Board of Directors of the Company have not accepted the recommendations of Audit Committee.

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, 2021 and confirm 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 profit 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. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company.

Particulars of loans, guarantees and investments

The Particulars of loans given by the Company pursuant to Section 186 of the Companies Act, 2013 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 as required to be disclosed in terms of Section 134(1)(g) of the Companies Act, 2013 is given in Note 3 of the Notes to the Financial Statements.

Related Party Contracts

All transactions entered into by the Company with related parties during the financial year under review ,were on an arms length basis, and in the ordinary course of business and are 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, Exceptional Items and Tax 260.57 (2894.90)
Less: Depreciation and Amortization 247.82 272.60
Add : Exceptional Items 2018.24 -
Profit/(Loss) before Tax 2030.99 (3167.50)
Tax Expense
Current Tax - -
Deferred Tax (1212.36) (750.90)
Profit/(Loss) for the Year 3243.35 (2416.60)
Other Comprehensive Income 193.47 348.10
Total Comprehensive Income 3436.82 (2068.50)
Adjustment on account of Lease and Land Revenue - 43.49
Balance brought forward from Previous Year 2030.04 4055.05
Balance carried to Balance Sheet 5466.86 2030.04

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.

During the year the Company has disposed off two of its Tea estates namely Sealkotee Tea Estate, Rupai Tea Estate and certain other assets and has used 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.

Your Directors have been periodically reviewing with the Management, the impact of COVID-19 on the Company. The Companys product i.e Tea is meant for daily consumption in households and out-of home and the Management anticipates slowdown in some geographies in the short term especially in the out-of-homeconsumption due to COVID-19 pandemic, and is also keeping a close watch on any other possible impacts of second wave of the pandemic. The Board and the Management will continue to closely monitor the situation as it evolves and do its best to take all necessary measures , in the interests of all stakeholders of the Company.

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

During the year under review, outbreak of novel coronavirus pandemic Covid -19 wreaked havoc across the globe which was followed by prolonged lockdowns announced by the Governments of almost all nations, under compulsion, from time to time. Primary objective of the lockdowns was to break-the-chain of this extremely contagious disease. Near-curfew like lockdowns and total embargo on travelling even between districts, reduced mobility to a large extent, in some places fully. India was no exception and has suffered heavily not only from Covid-19 virus but also from prolonged lockdowns from time to time. Prolonged lockdowns also created major economic debacle including large unemployment and substantially curtailed spending power in the hand of the consumers.

Maple Hotels & Resorts Limited , associate of your company, also couldnt escape this ravage resulting in low demand - causing decrease in revenue from operation from Rs.1543.52 lakhs to Rs.331.21 lakhs. It also resulted in loss before tax of Rs.427.59 lakhs against a profit before tax of Rs.90.11 lakhs in the previous 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 in place an adequate system of Internal Control 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 2020-21 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

Messrs Shome and Banerjee, Cost Accountants conducted the Cost Audit for the year ended 31st March, 2020 and submitted their report to the appropriate authorities within the stipulated time on 26th November, 2020. 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 2020-21.

The Secretarial Audit Report given by Messrs MKB & Associates is annexed to this Report as Annexure A 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. Resume of Performance

The year we have left behind was not a very favourable year due to ongoing pandemic and adverse weather condition. During the year the Company had to sale its two tea estates , its corporate office and one roof property to ensure the future financial viability of the Company and its cash flow which was necessary to meet various costs which had gone up considerably. The benefit of same shall be felt in coming year beginning April, 2021.

During the year under review, the Employee Benefits Expense was substantially reduced due to adoption of improved agricultural practice and continuous monitoring of the field operational activities. The reduction in expenditure would have been much more if there is not in increase in the rate of wages declared by the Government of Assam. The power and Fuel cost was reduced from Rs 1290.52 lakhs to Rs 844.73 lakhs in the current financial year due to efficient monitoring of the manufacturing activities. The transportation costs had been drastically reduced from Rs 381.10 lakhs to Rs 266.98 lakhs as the transportation cost on private sales was borne by the Buyers as per the policy between the Buyer and the Company and almost whole of the Auction Sale was made in Gauhati Auction which reduced the substantial portion of transportation cost.

Apart from the abovementioned scenario, the Company earned a sizable income of Rs 2018.24 lakhs during the current financial year from sale of two Tea Estates and other properties.

Crop

Your Companys saleable crop was 4.65 Million Kgs. as compared to the previous years saleable crop of 7.04 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.
31.03.2021 4.65
31.03.2020 7.04
31.03.2019 6.74
31.03.2018 6.71
31.03.2017 6.09

Revenue from Operations

Revenue from tea operations was Rs.10592.94 Lakhs for the year under review as against Rs.12291.27 Lakhs in the previous year.

Quality

Your Companys policy of manufacture only from its own leaf together with good agricultural practices continue to contribute to premium Quality . Your Directors remain stead fast in their endeavour that the teas of your Company are produced in a socially responsible manner. Hatimara tea estate of your Company continue to have Rainforest Alliance Certification, ISO 22000:2005 Certification as well as 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 watchful on the issues of Maximum (Permissible Chemicals) Residue Limits.

Exports

Exports for the year was Rs.181.92 Lakhs against Rs.176.38 Lakhs for the previous year.

Prospects

The COVID-19 pandemic has emerged as a global challenge, creating disruption across the world. Global solutions are needed to overcome the challenges .2020 was a difficult year than any other years. At the onset of Covid-19 from March 2020 onwards which has turned into a pandemic globally and has caused loss of lives and lockdowns in almost all countries, bringing life and business into a sudden standstill. Situation has somewhat improved thereafter and lock down eased in most countries but the panic and the fear continues and it will be a while before the normal pre-covid life is restored, if at all.

Owing to lockdown in India from March 2020 and very adverse weather conditions the operations of the Companys tea estate located in Assam were adversely impacted severely during April and May, 2020. The shut down resulted in delay and disruptions in production and sales operations of the Company due to restriction on labour deployment and logistical issues.. Marketing efforts have been stepped by the Company to improve sales. 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. 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

Your Management feels it would be prudent to plough back resources in its tea estates for sustainable development, improvement and growth and therefore, your Directors have considered not to declare any dividend for the year under review.

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.

Sale of Tea Estates & Other Assets

The Board of Directors at its various Meeting during the previous and current financial year had decided and monetised its few fixed assets including Two Tea Estates and used the proceeds thereof to consolidate and strengthen its financial position as a concrete step towards improvement of the overall performance of the Company.

In line with the decision, the Company also obtained the approval of the shareholders under Section 180(1) (a) of the Companies Act, 2013, by way of a special Resolution passed by postal ballot, the result of which was declared on 28th January, 2020 authorising the Board for selling, leasing, or otherwise disposing of certain Tea Estate of the Company and/or other assets having value in excess of twenty percent of the value of the undertaking of the Company.

In view of the operating losses incurred by the Company during the previous four consecutive financial years and to consolidate, improve and strengthen its financial position, the Company has sold certain assets during the Financial Year 2020-21 resulting in an Exceptional Income of Rs.2018.24, the details of computation of Exceptional Income is given below :

(Rs. in Lakhs)
Sale Value Book Value Capital Work in progress written off Profit
a) Sealkotee Tea Estate 1901.00 1075.50 644.62 180.88
b) Rupai Tea Estate 2211.00 1232.51 447.97 530.52
c) Suvira House located at 4B Hungerford Street Kolkata -700 017 1921.00 785.14 - 1135.86
d) Roof property at 6, Dover Road, Kolkata -700 025 175.00 4.02 - 170.98
6208.00 3097.17 1092.59 2018.24

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 cost 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 CFLO with 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 utilising 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 ;

During the year under review, no capital investments were made on energy conservation equipments except for maintenance of pre installed energy saving machinery like VFBD & CFMs.

The Company further continues to use and maintain the existing energy saving deices, 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.25.73 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.188.26 lakhs

- Outgo - Nil

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 E 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

The existing Corporate Social Responsibility Committee had been reconstituted on 2nd June, 2020 comprised of Mrs Sonia Barman as Chairperson and Mrs A K Bindra, 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 B 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 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. The performance of non-independent Directors, the Chairman and the Board as a whole was evaluated by the Independent Directors in a separate Meeting held during the year.

Audit Committee

The existing Audit Committee of the Board had been reconstituted on 2nd June, 2020 with 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 E to this Report.

Whistle Blower Policy - Vigil Mechanism

The Company has established vigil mechanism for directors and employees with a view to report 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, 2021 comprised of Mr S Bhoopal, Mrs S Barman and Mr N Dutta, all Non-executive Independent Directors with Mr S Bhoopal as Chairman and Mrs. S. Chakraborty, 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 E 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: https://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 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 E 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 Vinay K Goenka (DIN 00043124), Executive Chairman of the Company retires by rotation and being eligible has offered himself for reappointment.

Mr. Subhajit Kumar Ghosh (Mr. 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. Ghosh resigned from the Directorship w.e.f. 8th July, 2020. 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 was 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 services rendered by Mr. S K Ghosh and Mr. S. Roy during their long association with the Company. The Key Managerial Personnel of the Company are Mr. Vinay K Goenka, Mrs. S. Chakraborty and Mr. S.K. Mukhopadhyay.

Mr. Kunal R Shah (DIN 00125448) was appointed as Additional Director in the category of Independent Director of the Company at the Board Meetings held on 29th June, 2021 . He shall hold office till the conclusion of the ensuing AGM of the Company. Mr. Kunal R Shah is proposed to be appointed as Independent Director at the ensuing 44th AGM of the Company for a consecutive period of five years w.e.f. 29th June, 2021 . Section 149(13) states that the provisions of sub-section (6)and (7) of Section 152 of the Companies Act, 2013 relating to retirement of directors by rotation is not applicable to the independent director.The Company has received declarations from its Independent Director under Section 149(7) confirming that they meet the criteria of independence as provided in sub-section (6)of Section 149 of the Companies Act, 2013

The Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. The Independent Directors have also declared that they have registered their name with the data bank maintained by the Indian Institute of Corporate Affairs as required under the provisions of section 150 of the Act read with Rule 6(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

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 C 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 D. 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 E 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 E to this Report.

Auditors

Messrs. B M Chatrath & Co. LLP , Chartered Accountants retire as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting.

As per second proviso to Section 139(2) of the Companies Act, 2013, (the Act), a transition period of three years from the commencement of the Act is provided to appoint a new auditor if the existing auditors firm has completed two terms of five consecutive years. Accordingly, as per the said requirements of the Act , M/s GARV & Associates, Chartered Accountants (Firm

Registration No. 301094E) are proposed to be appointed as auditor for a period of 5 years commencing from the conclusion of 44th AGM till the conclusion of the 49th AGM, in place of Messrs B.M. Chatrath, Chartered Accountants (Firm Registration No. 301011E/E300025). M/s. GARV & Associates, Chartered Accountants (Firm Registration No. 301094E), have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014. The Audit Committee and the Board of Directors have recommended the appointment of M/s. GARV & Associates, Chartered Accountants (Firm Registration No. 301094E), as statutory auditors of the Company from the conclusion of the 44th AGM till the conclusion of 49th AGM, to the shareholders) .

Messrs Shome & Banerjee, Cost Accountants have been reappointed for audit of Cost Accounts maintained by the Company for the year ending 31st March, 2022, 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.

4. During the year under review, no application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

5. During the year under review, there were no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule8 (5) (xii) of Companies (Accounts) Rules,2014, as amended, do not arise.

Kolkata Vinay K Goenka
June 29, 2021 Executive Chairman