Warren Tea Ltd Directors Report.

The Directors have pleasure in presenting their Forty-fifth Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2022.

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, 2022 is available on the companys website at https://www.warrentea.com/Documents/mgt7_202122.pdf .

Board Meetings

The details of the composition, number and dates of meetings of the Board and Committees held during the financial year 2021-22 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 2021-22 are also provided in the Report on Corporate Governance. The Board of Directors held six meetings during the year on 29th June, 2021, 12th August, 2021, 24th September, 2021, 12th November, 2021, 16th December, 2021 and 11th February, 2022. The Independent Directors of the Company have held two separate meetings during the financial year 2021-22 on 12th November, 2021 and 11th February, 2022 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, 2022 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 Related Party transactions entered into by the Company with related parties during the financial year under review ,were conducted 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.

Current Year Previous Year
(Rs in Lakhs) (Rs in Lakhs)
Profit/(Loss) before Depreciation, Exceptional 497.35 260.57
Items and Tax
Less: Depreciation and Amortization 199.35 247.82
Add : Exceptional Items 237.87 2018.24
Profit/(Loss) before Tax 535.87 2030.99
Tax Expense
Current Tax - -
Deferred Tax (174.39) (1212.36)
Profit/(Loss) for the Year 710.26 3243.35
Other Comprehensive Income (85.42) 193.47
Total Comprehensive Income 624.84 3436.82
Adjustment on account of Lease and Land Revenue -
Balance brought forward from Previous Year 5466.86 2030.04
Balance carried to Balance Sheet 6091.70 5466.86

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 one of its Tea estates namely Balijan (North) Tea Estate 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.

The financial year under review continued to remain challenging. An unprecedented and unexpected onslaught of Covid-19 led pandemic across the world, resulting in a complete lockdown across the country in the first quarter of FY 21. The second surge of the pandemic had impacted human lives in an unprecedented manner.

Your Directors also wish to record their appreciation for the continued co-operation, support and commitment received from the employees of the Company in rising up to the challenges thrown at them due to COVID-19 crisis and associated shutdown. It was due to their untiring efforts that the Company could resume operations swiftly without delay while following all the required safety procedures as per protocol and ensuring lease amount of loss to production, sale and human life.

Subsidiaries, Associates or Joint Venture

As on March, 31, 2022, company does not have any subsidiary/Joint Ventures.

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

The Company as on 31st March, 22 has one associate company namely, Maple Hotels & Resorts Limited.

During the year under review, Covid – 19 continued its rampage. In India, the second wave proved deadly, creating havoc, crippling the nations economy to the highest extent in first quarter and at significant extent in second quarter. Industry suffered at its worst and your Company was no exception. However, there was a steady recovery in third quarter and the same continued in fourth quarter except in Mid-January to February, 2022 due to onslaught of third wave. However, otherwise steady recovery was observed. This has been reflected in the performance of your Company, significantly increasing the sales from Rs 331.21 lacs to Rs 1009.66 lacs, resulting in an improved EBITDA of Rs 320.08 lacs against last years Rs 31.16 lacs.

Pursuant to the provisions of 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 from public within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

Internal Control Systems

Your Company has in place 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 review on the Internal Audit Report and corrective action taken on the findings are also reported to the Audit Committee.

Auditors Report

Your Companys Statutory Auditors, Messrs GARV & Associates, Chartered Accountants (Firm Registration No. 301094E) have submitted their Report in respect of the financial year 2021-22 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

Your Companys Cost Auditor, Messrs Shome and Banerjee, Cost Accountants conducted the Cost Audit for the year ended 31st March, 2021 and submitted their report to the appropriate authorities within the stipulated time on 28th September, 2021. 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 2021-22.

The Secretarial Audit Report certified by Messrs MKB & Associates in the specified Form MR - 3 is annexed to this Report as Annexure A which is self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Furthermore, the Secretarial Auditor, Messrs. MKB & Associates, Practising Company Secretaries have also certified the compliance as per the SEBI (Listing Obligations and Disclosure requirements) (Amendment) Regulations, 2018 and same has been intimated to the Stock Exchanges within the stipulated time.

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

Resum? of Performance

During the year under review, vagaries of weather predominantly as a result of global climatic changes had a substantial effect on the production of tea. Simultaneously increase in input cost mainly on account of significant rise in wages without commensurate increase in realization also affected the Companys total income.

The Company has made major developmental works in factory and field. The availability of the fund was only possible by selling one more tea estate of the Company as because the Company had to incur losses to the tune of more than Rs. 50 crores during earlier years ended on financial year March 2020. However the Company reversed this trend and made profits during financial year April 2020- March 2021 as mentioned in this report.

Crop

Your Companys saleable crop was 3.69 Million Kgs. as compared to the previous years saleable crop of 4.65 Million Kgs.

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

Year Ended on 31.03.2022 Saleable Crop
In Million Kgs.
3.69
31.03.2021 4.65
31.03.2020 7.04
31.03.2019 6.74
31.03.2018 6.71

Revenue from Operations

Revenue from tea operations was Rs 8974.27 Lakhs for the year under review as against Rs 10592.94 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 and all other estates have ISO 22000:2005 Certification, FSSAI 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. Our focus for the year to produce best quality teas through the season remains our commitment.

Exports

Exports for the year was Rs 285.20 Lakhs against Rs 181.92 Lakhs for the previous year.

Prospects

Your Directors expect the current year production to be normal inspite of wage rate increase from Rs. 167/- to Rs. 205/- and we expect favourable year on account of lower cost of production due to extensive programme for developmental work both in all the factories and fields (which includes the upgradation of transport fleet). Your Company is taking necessary steps for manufacturing quality teas. The tea market has been very favourable for quality teas which has led to good demands in the domestic market. The outlook for the current year seems to be optimistic.

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

No material changes and commitments have occurred from the date of close of financial year till the date of this Report, which might affect the financial position of the Company.

Sale of Tea Estates & Other Assets

The Company 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.

The Board of Directors at its various Meeting during the previous and current financial year had decided and monetised its few fixed assets including Balijan (North) Tea Estate situated at Post Chabua, Dist. Dibrugarh, Assam . An Agreement for Sale was signed with Dhunseri Tea & Industries Limited having its Registered Office at Dhunseri House, 4A Woodburn Park, Kolkata 700 020, West Bengal, India, for a consideration of Rs 27 Crores on 19th January, 2022 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 undertaking extensive Developmental works in Plantation and the factory which could not have been possible due to the Financial Loss incurred in earlier years, the company sold one of its Tea Estate to fulfill the commitment. The details of computation of exceptional income is given below :

 

 

(Rs in Lakhs)

Sale Value Book Value Capital Work in Progress written off Profit
Balijan North Tea Estate 2700.00 2226.64 235.49 237.87

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 & CFL 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 and 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:

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 devices, 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 Developments:

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

Rs 19.81 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 284.75. 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 29th June, 2021 comprised of Mrs Sonia Barman as Chairperson and Mrs A K Bindra, Mr Vinay K Goenka, Mr Kunal R Shah 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 Committee Meetings, 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. The Board members were satisfied with the evaluation process.

Audit Committee

The existing Audit Committee of the Board had been reconstituted 29th June, 2021 with Mr. L. K. Halwasiya as Chairman, Mr. S. Bhoopal and Mr. N Dutta and Mr. Kunal R Shah 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 an effective 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 existing Nomination and Remuneration Committee has been reconstituted on 29th June, 2021 with Mr. L K Halwasiya as Chairman, Mr S Bhoopal, Mrs S Barman , Mr N Dutta and Mr Kunal R Shah , all Non-executive Independent Directors as members 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: 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 reconstituted on 29th June, 2021 consisting of Mrs. Anup Kaur Bindra as the Chairman ,Mr S Bhoopal , Mr. Vinay K Goenka and Mr Kunal R Shah 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 during the financial year 2021-22.

Statement of compliance of applicable Secretarial Standards

During the year under review, your Company has duly complied with the applicable Provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Directors and 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 at the 45th Annual General Meeting and being eligible has offered himself for reappointment. The Key Managerial Personnel of the Company are Mr. Vinay K Goenka, Mrs. S. Chakraborty and Mr. S.K. Mukhopadhyay.

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.

None of the Directors of the Company is disqualified for being appointed as Director, as specified under Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

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 information of employees and managerial remuneration, 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 and other details are annexed herewith and forms part of this Report (Annexure C).

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. Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. As per the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), your Company has also established a policy to prevent sexual harassment of its women employees. The policy allows every employee to freely report any such act with the assurance of prompt action to be taken thereon. 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 : Nil during the year and pending as on end of financial year .

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

The present Statutory Auditors, M/s GARV & Associates, Chartered Accountants (Firm Registration No. 301094E ) were appointed as Statutory Auditors at the forty fourth Annual General Meeting held on 15th September, 2021 to hold office till the conclusion of the forty ninth 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, 2023, 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.

6. No Significant orders have been passed by the Regulators, Courts, Tribunals impacting going concern status and status of companys operations in future.

Kolkata Vinay K Goenka
April 28, 2022 Executive Chairman