BOARD'S REPORT
Dear Shareholders,
Your Directors take pleasure in presenting the Ninth Annual Report together with the Audited Annual Accounts of your Company for the year ended March 31, 2018.
FINANCIAL RESULTS
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(Rs. in Lakhs)
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Particulars
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FY 2017-18
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FY 2016-17
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i. Gross Turnover
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11610.28
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12136.45
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ii. Other Income
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499.75
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635.14
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iii. Total Revenue
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12110.03
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12771.59
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iv. Expenses other than Finance Cost and Depreciation
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12171.46
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12393.81
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v. Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA)
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(61.43)
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377.78
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vi. Finance Cost
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0.00
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0.14
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vii. Depreciation
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311.63
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307.06
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viii. Profit before Tax & Exceptional Item
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(373.06)
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70.58
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ix. Exceptional Items
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25.01
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134.40
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x. Profit / (loss) before Taxation (PBT)
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(348.05)
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204.98
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xi. Tax including Deferred Tax
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(94.93)
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203.74
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xii. Profit / (loss) after Taxation (PAT)
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(253.12)
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1.24
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STATE OF COMPANY'S AFFAIRS AND OPERATIONS :
During the year under review, your Company has achieved a Total Turnover of Rs. 12110.03 lakhs which is 5.18% lower as compared with the previous financial year. The EBIDTA of the Company has reduced as compared with the previous financial year due to increased cost of production in the current financial year. Further, the Company has incurred a net loss of Rs. 253.12 lakhs (including exceptional item of Rs. 25.01 lakhs) in comparison to the net profit (calculated as per provisions of Indian Accounting standards) of Rs. 1.24 lakhs (including exceptional item of Rs. 134.40 lakhs) in the previous financial year. The Company has produced 61,94,707 Kgs of Tea during the financial year as compared to 63,20,337 Kgs of tea in the previous financial year which is 1.98% lower than the previous financial year. The reduction in crop was due to replacement of old bushes with plantation of new bushes and also due to unfavourable climatic conditions.
There is no change in the nature of business of the Company during the financial year 2017-18. OUTLOOK
During the calendar year 2017, Indian Tea Industry recorded highest ever production. All Indian Tea production was 1322.76 million kilos, an increase of 54.40 million kilos compare to last year i.e.2016. At the same time, exports during the financial year 2017-18 stood at 256.57 million kilos showing an increase by 12.71% as compared to the corresponding period last year. On the other hand, production in Kenya declined by more than 33 million kilos that had led to significant upward price movement in the African markets.
In spite of such robust Indian production during 2017, the CTC market has opened satisfactorily with prices for quality teas moving up significantly. Demand for orthodox is beyond and it is expected to stringent further during the course of the year. In the view of significantly higher production from small growers, availability of medium teas will be high and price considered between quality and average tea is expected to be wide.
Season 2018 appears to be encouraging for Assam Tea producers as climatic condition is currently conducive for growth and at the same time demand for good quality orthodox as well as CTC is expected to be strong.
DIVIDEND
In the financial year under review, your Company has already rewarded the shareholders by means of buy-back of the shares to the extent 22.50% of the total equity share capital of the Company at a price of 129/- per share by utilizing the surplus as available with the Company. In view of the loss incurred by the Company during the financial year and to utilise the surplus fund to meet up working capital requirement, the Board did not recommend any dividend on the equity shares of the Company.
DEPOSITS
Your Company has not accepted any deposit during the year under review. BUYBACK OF EQUITY SHARES
With the objective to return surplus cash to the members holding equity shares, the Company to achieve long term benefits viz. optimize the capital structure resulting into improved ratio, reduction in outstanding shares, improvement in earnings per share and enhanced return on invested capital, the Company has bought back 27,00,000 fully paid up Equity Shares of the Company at the price of Rs. 129/- per equity share aggregating to Rs. 34.83 crores by way of "Tender Offer" route through stock exchange mechanism(representing 22.50% of the total number of the equity share capital of the Company)pursuant to provisions of Sections 68, 69, 70 and all other applicable provisions, if any, of the Companies Act, 2013, the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Buy Back of Securities) Regulations, 1998 and as approved by the shareholders of the Company by way of special resolution passed through postal ballot. The physical scrips as bought back were extinguished on 19th March, 2017. Post buyback the paid up capital of the Company as on 31st March, 2018 stands Rs. 9.30 Crores consisting of 93,00,804 equity shares of Rs. 10/ each.
TRANSFER TO RESERVE
Your Company has not transferred any amount in the general reserve for the financial year under review, however, it has transferred a sum of Rs. 2.70 crores from Reserve & Surplus in the Statement of Profit and Loss to Capital Redemption Reserve (CRR) in respect of buyback of 27,00,000 equity shares of face value of Rs. 10/- each of the Company as required under the provisions of the Companies Act, 2013 and the Rules made thereunder.
ALTERATION OF ARTICLES OF ASSOCIATION
Your Company has replaced its Articles of Association (AOA) as per the requirements of the Companies Act, 2013 by passing a special resolution passed through postal ballot.
CHANGE IN SHARE CAPITAL
Your Company has not issued any shares during the financial year under review. However, the paid-up share capital of the Company has been reduced from Rs.12.00 crores to Rs.9.30 crores on account of buyback of 27,00,000 equity shares of Rs. 10/- each. As on 31st March, 2018, the equity share capital stood at Rs. 9,30,08,040 divided into 93,00,804 equity shares of Rs. 10/- each.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the Directors Responsibility Statement as referred to in section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors hereby confirm that:
i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the lossof the company for that period;
iii) The Directors have 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;
iv) The Directors have prepared the annual accounts on a going concern basis;
v) The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
PERSONNEL
The particulars and information of the employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has been set out as Annexure to this Report.
CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information related to conservation of energy, Research & Development, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule8(3) of Companies (Accounts) Rules, 2014 are given in the Annexure-A as attached hereto and forming part of this Report.
All Tea Estates of your Company continue to be the participants of the Ethical Tea Partnership Programme and are FSSC 22000 certified. Further all your Tea Estates, except one are also Rain Forest Alliance certified.
COMPANY'S WEBSITE
The website of your Company, www.jameswarrentea.com displays the Company's businesses up-front on the home page. The site carries a comprehensive database of information of all the Tea Estates including the Financial Results of your Company, Shareholding pattern, Directors' & Corporate profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per the Listing Agreement / Regulations has been uploaded.
LISTING OF SECURITIES IN STOCK EXCHANGES
The shares of the Company are presently listed at BSE Limited and The Calcutta Stock Exchange Ltd. The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company has paid the Listing Fees to the Stock Exchange and the depositories for the financial year 2017-18.
DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP) i) Retirement by Rotation
Mr. Akhil Kumar Ruia (DIN : 03600526) of the Company, pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act, 2013, retires by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.
ii) Resignation of Directors :
Mr. Rakesh Kumar Srivastava (DIN : 07225856), Whole-time Directors & Key Managerial Personnel and Mr. Harshvardhan Saraf (DIN : 02901233), Mr. Rajendra Kumar Kanodia (DIN : 00101022), Non-Executive-Independent Directors of the Company had resigned from their respective office of the Company w.e.f. April, 21 2017, September, 15 2017 and February, 1 2018, respectively during the F.Y. ended 2017-18. Your Board took on record the valuable services rendered by them during their tenure in their respective capacity.
iii) Appointment /Re-appointment of Executive Directors / Independent Directors
a) Mr. Sudeep Kumar Ahluwalia (DIN : 07797775) was appointed as a Whole-time Director and was also designated as Wholetime Key Managerial Personnel (KMP) of the Company by the Board in its meeting held on April 13, 2017 for a period of 1 (one) year with effect from April 21, 2017 and the same was approved by the shareholders in the Annual General Meeting held on 12th September, 2017.
Further the present term of Mr. Sudeep Kumar Ahluwalia (DIN : 07797775)as a Whole-time Director and also designated as Wholetime Key Managerial Personnel (KMP)has expired on April 20, 2018. The Nomination & Remuneration Committee in its meeting held on March 23, 2018 had recommended his re-appointment for a period of 1 (one) year with effect from April 21, 2018 and the same was approved by the Board of Directors in its meeting held on May 17, 2018, subject to the approval of shareholders in the ensuing Annual General Meeting, in accordance with the provisions of Sections 196, 197, 198, 203 read with Schedule V and/or any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. His appointment as a Whole Time Director has been proposed accordingly.
b) The term of appointment of Mr. Akhil Kumar Ruia (DIN : 03600526) as a Whole-time Director of the Company would expire on June 30, 2018. The Board of Directors at its meeting held on May 17, 2018 has re-appointed Mr. Akhil Kumar Ruia as a Whole-time Director of the Company for a period of 3 (Three) years with effect from July 1, 2018 at a remuneration and on such terms and conditions as recommended by the Nomination & Remuneration Committee pursuant to the provisions of sections 196,197,198 read with Schedule V and/or any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 subject to the approval of members by a special resolution in the ensuing Annual General Meeting of the Company and the Central government. His appointment as a Whole Time Director has been proposed accordingly.
c) Mr. Arup Kumar Chowdhuri (DIN: 00997826) and Mr. Abhiram Kastur Sheth (DIN: 00473105) were appointed as Independent Director of the Company with effect from April 1, 2014 to March 31, 2019. Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder SEBI (LODR) Regulations, 2015, it is required to pass Special resolution for re-appointment for a further term of five consecutive years. The Board at its meeting held on May 17, 2018 has recommended their re-appointment as Independent Directors from April 1, 2019 to March 31, 2024 by means of passing Special resolution in the ensuing Annual General Meeting of the Company. The Board is of the opinion that their association would be of immense benefit to the Company and it is desirable to avail their service as Independent Directors. Accordingly, the Board of Directors has proposed their re-appointment.
iv) Appointment and Resignation of Wholetime Key Managerial Personnel (KMP):
The present Whole-time Key Managerial Personnel of the Company are as follows:-
i. Mr. Sudeep Kumar Ahluwalia - Whole-time Director
ii. Mr. Vikram Saraogi- Chief Financial Officer
iii. Mr. Gyanendra Singh- Company Secretary & Compliance Officer
Mr. Rakesh Kumar Srivastava, Whole-time Director (designated as the Wholetime Key Managerial Personnel) had resigned with effect from April 21, 2017.
Mr. Sudeep Kumar Ahluwalia, Whole-time Director (designated as the Wholetime Key Managerial Personnel) was appointed w.e.f. April 21, 2017 and the same was approved by the shareholders in the last Annual General Meeting of the Company.
Ms. Surbhi Shah Company Secretary & Compliance Officer (designated as the Wholetime Key Managerial Personnel) had resigned from the office of Company Secretary and Compliance Officer of the Company with effect from April 13, 2017.
Mr. Gyanendra Singh was appointed as the Company Secretary & Compliance Officer (designated as the Wholetime Key Managerial Personnel) of the Company by the Board in its meeting held on September 9, 2017 with effect from that date, as recommended by the Nomination & Remuneration Committee of the Company, pursuant to the provisions of Section 203 and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013and rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1). In accordance with Section 149(7) of the Act, each Independent Director has given a written declaration to the Company conforming that he/she meets the criteria of independence as mentioned under section 149(6) of the Act and Regulation 16(l)(b) of SEBI(Listing Obligations & Disclosure Requirements) Regulations, 2015.
All members of the Board of Directors and senior management personnel affirmed compliance with the Company's code of conduct policy on an annual basis.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to section 135 of the Companies Act, 2013 and the relevant Rules, the CSR Committee presently comprises of Mr. Sudeep Kumar Ahaluwalia, Chairman of the Committee, Mr. Akhil Kumar Ruia, and Mr. Arup Kumar Chowdhuri, as Members of the Committee. Other details of the Committee is mentioned in the Corporate Governance Report attached as Annexure to this Board's Report and the CSR activities undertaken by the Company are mentioned in the 'Annual Report on CSR Activities' enclosed as Annexure-B to this Report. The policy is also available on the website of the Company.
However, the CSR Committee was reconstituted w.e.f. September 15, 2017 in the meeting of the Board of Directors of the Company held on September 09, 2017 due to the resignation of Mr. Harshvardhan Saraf from the directorship of the Company. Mr. Arup Kumar Chowdhuri, Independent Director was inducted as a member of the Committee in place of Mr. Harshvardhan Saraf.
AUDITORS AND THEIR REPORTS (i) Statutory Auditors:
The present Statutory Auditors, M/s. Singhi & Company, Chartered Accountants, holds office upto the conclusion of the Annual General Meeting (AGM) to be held for the financial year 2017-18.
As per the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder it is mandatory for the Company to rotate the current Statutory Auditors on completion of maximum term as permitted under the Act and rules made thereto. Accordingly, based on the recommendation of Audit Committee, the Board of Directors has appointed M/s. B. Chhawchharia & Co., Chartered Accountants (Registration No. 305123E) as Statutory Auditors of the Company to hold office of the Statutory Auditors from the conclusion of the Ninth Annual General Meeting of the Company to be held for the financial year 2017-18 till the Fourteenth Annual General Meeting of the Company subject to the approval of the Shareholders in the Annual General Meeting. Requisite letter pursuant to Section 139 and 141 of the Companies Act, 2013 from M/s. B. Chhawchharia & Co., Chartered Accountants (Registration No. 305123E) about their consent and eligibility for appointment as the Statutory Auditors of the Company has been received by the Company.
The Notes to Accounts, as referred in the Auditors Report are self-explanatory and hence does not call for any further explanation.
(ii) Cost Auditor:
The Company has received consent and confirmation of eligibility pursuant to section 148 of the Companies Act, 2013 from M/s Debabrota Banerjee & Associates for his re-appointment as the Cost Auditors of the Company for the financial year 2018-19, thereafter the Board of Directors on recommendation of the Audit Committee has re-appointed M/s. Debabrota Banerjee & Associates (Registration No. 102336), Cost Accountants, as the Cost Auditors of the Company for the financial year 2018-19.
(iii) Secretarial Auditor:
The Board had re-appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary, as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year 2017-18 under the provisions of section 204 of the Companies Act, 2013.
The report of the Secretarial Auditor for the F.Y. 2017-18 is enclosed as Annexure MR-3 to this Board's Report, which is self-explanatory and hence do not call for any further explanation.
The Company has received consent letter from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary for his re-appointment as the Secretarial Auditors of the Company for the financial year 2018-19 and the Board has re-appointed him accordingly.
CORPORATE GOVERNANCE
Your Company has practiced sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders' expectations while continuing to comply with the mandatory provisions and strive to comply non-mandatory requirements of Corporate Governance. Your Company has complied with the requirements of the Securities &Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 hereinafter referred to as "Listing Regulations", as issued by Securities and Exchange Board of India and as amended from time to time. Your Company has given its deliberations to provide all the information in the Board's Report and the Corporate Governance Report as per the requirements of the Companies Act, 2013 and the Listing Regulations, as a matter of prudence and good governance.
A Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO/Wholetime Director & CFO are given as Annexures to this report.
MANAGEMENT DISCUSSIONS & ANALYSIS REPORT
A report on Management Discussion & Analysis is given as Annexure to this report. CODE OF CONDUCT
The Code of Conduct for Directors, KMPs and Senior Executives of the Company is already in force and the same has been placed on the Company's website: www.jameswarrentea.com and the declaration to this effect is given in Annexure to this Board's Report.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has already adopted the Code of Conduct for prevention of Insider Trading and the same is also placed on the Company's website: www. jameswarrentea.com. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has already adopted the code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information and formulated the code of conduct of the Company.
INDIAN ACCOUNTING STANDARDS
The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015 notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014. Thus Ind AS is applicable to your Company w.e.f. 1st April, 2017 and the Accounts have been prepared accordingly. The financial statement for f.y. 2016-17 has been re-grouped/revised to make it comparable with the financial statement for 2017-18.
DISCLOSURES AS PER APPLICABLE ACT AND SEBI (LODR) REGULATIONS, 2015 i) Related Party Transactions:
All transaction entered with related parties during the f.y. 2017-18 were on arm's length basis and provisions of Section 188(1) are not attracted. There have been no materially significant related party transactions with the Company's Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013 and
the Listing Regulations which may have potential conflict of interest with the Company at large. Accordingly, disclosure in Form AOC 2 is not required.
The Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the Audit Committee and Board of Directors were taken wherever required in accordance with the Policy.
The necessary disclosures regarding related party transactions in accordance to IND AS are given in the notes to accounts.
ii) Number of Board Meetings:
The Board of Directors met 5 (five) times in the year 2017-18 and the maximum interval between two meetings did not exceed 120 days. The details of the Board meeting and attendance of the Directors are provided in the Corporate Governance Report, attached as Annexure to this Board's Report.
iii) Committees of the Board :
5 (five) Committees are in place as on 31st March, 2018, viz. the audit committee, the nomination and remuneration committee, the stakeholder's relationship committee, the share allotment committee, the corporate social responsibility committee. A detail note on the Committee is provided in the Corporate Governance Report section of this Annual Report.
iv) Composition of Audit Committee:
The Audit Committee presently comprises of Mr. Arup Kumar Chowdhuri being the Chairman and Mrs. Sucharita Basu De and Mr. Akhil Kumar Ruia being the members of the Committee as on March 31, 2018. The complete details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Board's Report.
v) Extracts of Annual Return:
The details forming part of the extract of the Annual Return in MGT-9 as provided under section 92(3) of the Companies Act, 2013and Rule 12 of the Companies (Management and Administration) Rules, 2014 is enclosed as Annexure MGT-9.
vi) Risk Analysis:
The Board has developed and implemented a risk management policy identifying therein the elements of risk that may threaten the existence of the Company. The Company has in place a mechanism to inform the Board members about the risk assessment, their comparison against benchmarks or standards, and determination of an acceptable level of risk and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management.
vii) Internal Financial Control:
The Company has in place adequate internal financial control as required under section 134(5)(e) of the Actand the same was evaluated by the Audit Committee. During the year such controls were tested with reference to financial statements and no material weakness in the formulation or operations were observed. The Statutory Auditors of the Company conducted audit on the Company's internal financial control over financial reporting and the report of the same is annexed with Auditors' Report.
viii) Loans, Guarantees and Investments:
During the year under review, your Company has invested and deployed its surplus funds in Securities, Bonds, units of Mutual Funds, Fixed deposits, etc. which is within the overall limit of the amount and within the powers of the Board as applicable to the Company in terms of section 179 and 186 of the Companies Act, 2013. The particulars of all such loans, guarantees and investments are entered in the register maintained by the Company for the purpose.
ix) Post Balance Sheet events:
There is no material changes in commitments affecting the financial position of the Company occurred since the end of the financial year 2017-18.
x) Subsidiaries, Associates or Joint Ventures:
As on 31st March, 2018 Company has only one Joint Venture Company viz. Mayfair Investment Holding Pte. Ltd.
M/s. Warren Steels Private Limited ceased to be an Associate Company during the year ended 31st March, 2018 and there is no other Company which has become or ceased to be the Company's subsidiary, joint venture or associate Company during the year under review.
The consolidated financial statement in this Annual Report is as per the Accounting Standards as laid down by the Institute of Chartered Accountants of India. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information will be available on our website including financial statement of Joint Venture. These documents will also be available for inspection during business hours at the Registered office of the Company. The Company will also make available copy on specific request by any member of the Company, interested in obtaining the same.
In accordance to regulation 33 of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company opts to submit consolidated financial results only on Annual basis and the same has been intimated to the respective Stock exchanges.
The financial performance of Mayfair Investment Holding Pte. Ltd., Joint Venture Company is detailed in Annexure AOC 1 of this Board's Report.
xi) Evaluation of the Board's Performance:
During the year under review, the Board, in compliance with the Companies Act, 2013 and applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has continued to adopt formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgements, safeguarding of minority shareholders interest, etc.
The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-independent Directors, Committees of the Board and Board as a whole were carried out by the Independent Directors in their separate meeting.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
xii) Nomination, Remuneration and Evaluation Policy:
The Nomination, Remuneration and Evaluation Policy in compliance with the provisions of the Companies Act, 2013 read with the Rules and the Listing Agreement entered with the stock exchanges (as amended from time to time) is formulated to provide a framework and set standards in relation to the followings and details on the same are given in the Corporate Governance Report, attached as Annexure to this Board's Report:
a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.
b. Remuneration payable to the Directors, KMPs and Senior Management Executives.
c. Evaluation of the performance of the Directors.
d. Criteria for determining qualifications, positive attributes and independence of a Director.
The detailed Nomination & Remuneration Policy of the Company is placed on the Company's website. xiii) Vigil Mechanism (Whistle Blower Policy):
By virtue of Whistle Blower Policy, the Directors and employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith. This policy also allows the direct access to the Chairperson of the Audit Committee. During the year under review, the Company has not reported any complaints under Vigil Mechanism.
Details of establishment of the Vigil Mechanism have been uploaded on the Company's website: www. jameswarrentea.com and also set out in the Corporate Governance Report attached as Annexure to this Board's Report.
THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year under review, no complaints with allegations of sexual harassment were filed.
INDUSTRIAL RELATIONS
The industrial relation during the year 2017-18 had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There have been no significant & material orders passed by regulators / courts/ tribunals impacting going concern status and Company's operations in future.
APPRECIATION
Your Directors take this opportunity to place on record their gratitude to the Central and State Governments, Bankers and Investors for their continuous support, co-operation and their valuable guidance to the Company and for their trust reposed in the Company's management. The Directors also commend the continuing commitment and dedication of the employees at all levels and the Directors look forward to their continued support in future.
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For and on behalf of the Board of Directors
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For James Warren Tea Ltd.
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Sd/-
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Sd/-
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Akhil Kumar Ruia
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Arup Kumar Chowdhuri
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Place : Kolkata
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Wholetime Director
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Independent Director
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Dated : May 17, 2018
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DIN: 03600526
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DIN: 00997826
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ANNEXURE -'A'
Particulars pursuant to the provisions of Section 134 (3) (m) of the Companies Act, 2013 and rule 8(3) of the Companies (Accounts) Rules, 2014:
A) Conservation of Energy -
(i) Steps taken or impact on conservation of energy
The conservation of energy is a continuous process for the Company and towards this endeavor, the company has taken various initiatives are as under:
• Up gradation and modernization of equipments at various factories based on fuel or power efficiency.
• Replacing power consumption by using VFBD driers.
• Installation of Gas Generating sets for generating power.
• Maintenance and overhauls of generators to achieve a high unit per Itr. delivery.
• Monitoring the maximum demand and power load factor on daily basis.
• Installation of power capacitors for efficient utilization of available power.
• Optimum power factor is being maintained to avoid surcharge on power factor as well as to get maximum rebate on electricity consumption bills.
• Condensed Bulbs is gradually replaced with LED Bulbs in the factories and Bungalows to reduce the energy consumption.
• Installation of Gas flow meter to save the power and fuel cost. (ii) Steps taken by the Company for utilizing alternate sources of energy
The Company is committed to conserve energy at its various establishments and has explored possibilities to exploit alternate source of energy as well. The company is steadily progressing in this endeavor and is hopeful that improvements will be made going forward.
(iii) Capital investment on energy conservation equipments
During the year under review the company has incurred capital expenditure of Rs. 145.76 lakhs on various plant and machinery in its tea estates inter alia for conservation of energy
B) Technology Absorption -
(i) Efforts, in brief, made towards technology
The Company undertakes regular efforts to upgrade and modernize its equipments through adoption of improved technology.
Managerial staffs are engaged to attend seminars and training program for agricultural practices in thefield and manufacturing process in the factories
The Company conducts various workshop and interactive group discussions regularly duly complimented by efficient training of staff with specific approach towards development of efficiency.
The Company in its own interest encourages and values innovative achievements of the operating people in the agriculture and manufacture of tea.
The company also uses Vermi compost for improving the organic status of the soil
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution
The adoption of improved technology, regular up gradation, modernization of equipments, conducting various workshops and implementation of organic technologies help in improving the yield and quality of tea. The Company is one of major exporter of tea from India.
(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)-
a) Details of technology imported }
b) Year of import } N.A.
c) Whether the technology been fully absorbed }
d) If not fully absorbed, areas where absorption has } not taken place, reasons thereof: and
(iv) The expenditure incurred on Research and Development
The Company contributes to Tea Research Association (TRA), which does R& D work for its tea industries and their expert advice is also being obtained through visits by their Advisory Officers to the garden from time to time.
C) FOREIGN EXCHANGE EARNING AND OUTGO
The Foreign exchange earned in terms of actual cash inflows during the year and the Foreign exchange outgo during the year in terms of actual outflows is as follows -
2017-18
|
|
Rs. in Lakhs
|
|
2017-18
|
|
Total Foreign Exchange Used and Earned:
|
|
|
Earned (F.O.B.)
|
534.87
|
1547.26
|
Used
|
262.93
|
107.90
|
Registered Office:
|
On behalf of the Board of Directors
|
Dhoedaam Tea Estate P.O Borahapjan,
|
For James Warren Tea Limited
|
Dist : Tinsukia
|
|
|
Assam - 786150
|
Akhil Kumar Ruia
|
Arup Kumar Chowdhuri
|
|
Wholetime Director
|
Independent Director
|
Date: 17th May, 2018
|
(DIN: 03600526)
|
(DIN: 00997826)
|
ANNEXURE -'B'
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1. A brief outline of the Company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs:
To meet its responsibility towards society and economy, the Company is carrying out programs, projects and activities (collectively known as "CSR Activities") for achieving social goals like education, health, sanitation, clean & pollution-free environment, livelihood opportunities, medical facilities, promoting Goshala etc. to enable the people to deliver their best. Preserving the ecosystem has also given great importance. The Company is also running schools for the underprivileged through various government schemes such as Angawadi/ Sarvasiksha. The Company has its own lower primary schools, provides facility of school bus and also has hospitals in each of its Tea Estate for the population living in and around the estate to cater them in times of illness or other health related issues. Preserving the ecosystem is also given great importance.
The charitable trust of the Company viz. "JAMES WARREN TEA FOUNDATION" meant for carrying out CSR activities and has planted avenue trees and forestry in the nearby location of the Tea Estate to develop the local community by ensuring environmental sustainability, ecological balance, agro forestry and maintaining quality of soil, air and water. A Proposal to construct twin strip tarmac pattern road through Balijan Bazar, NK Division and construction of semi kutcha road, for the purpose of rural development is under process and likely to be completed and the proposal to repair a road near Rajah Alii Tea Estate which is generally used by the general public has also been completed.
Education is essential to a child's development and a Nation too, during the financial year, the Company donated several amounts through the Trust towards education of underprivileged children as mentioned in the table below. Construction of Community Sanitary Complex and concrete dustbins in the nearby market places outside the Tea Estates has also been successfully completed. Wash Project was undertaken by the Company at nearby locations of Tea Estates to educate on personal hygiene practices and to promote awareness on environmental issues in co-ordination and support from all hemispheres on the ground level. Stoves Project was successfully completed under which the Company had provided 1000 households with fuel efficient stoves at their homes, which is expected to save 750MT of firewood annually. This will also reduce deforestation and People living in these houses would be exposed to much lesser health risk due to low emission of C02. It was also proposed to purchase Four Wheeled Water Browser which will be used exclusively for supply of drinking water in various social and religious occasions for the purpose of making available safe drinking water and proposal to spend for other CSR activities were undertaken. The above proposals have been duly approved by the CSR Committee and the Trust have made such expenditures as shown in the table below.
The Company on recommendation of its CSR Committee has laid down a "Corporate Social Responsibility (CSR) Policy", in concurrence with the provisions specified in the Companies Act, 2013 and Rules made thereunder and the same has been uploaded to the website of the Company at http://www.jameswarrentea. com/#!csr/cku4.
2. The Composition of the CSR Committee:
Names of the Director
|
Designation in Committee
|
Nature of Directorship
|
Mr. Sudeep Kumar Ahluwalia**
|
Chairman
|
Whole time Director
|
Mr. Rakesh Kumar Srivastava*
|
Chairman
|
Whole time Director
|
Mr. Akhil Kumar Ruia
|
Member
|
Wholetime Director
|
Mr. Harshvardhan Saraf#
|
Member
|
Non-Executive - Independent Director
|
Mr. Arup Kumar Chowdhuri$
|
Member
|
Non-Executive - Independent Director
|
3.
|
Average net profit of the Company for last three financial years
|
: Rs. 681.34 Lakhs
|
4.
|
Prescribed CSR Expenditure (two percent of the amount as in item 3 above)
|
: Rs. 13.63 Lakhs
|
5.
|
Details of CSR spent during the financial year.
|
|
|
(a) Total amount to be spent during the financial year (including unspent money for earlier years)
|
: Rs. 51.96 Lakhs
|
|
(b) Amount unspent, if any
|
: Rs. 37.33 Lakhs
|
|
(c) Manner in which the amount spent during the financial year is detailed below:
|
*Ceased to be the member and Chairman of the Committee w.e.f. April 21, 2017. **lnducted as a member and Chairman of the Committee w.e.f. April 21, 2017.#Ceased to be the member of the Committee w.e.f. September 15, 2017.
$lnducted as a member of the Committee w.e.f. September 9, 2017.
The CSR committee was reconstituted w.e.f. April 21, 2017 in the meeting of the Board of Directors of the Company held on April 13, 2017 due to the resignation of Mr. Rakesh Kumar Srivastava, Chairman of the Committee from the directorship of the Company and Mr. Sudeep Kumar Ahluwalia,Whole-time Director of the Company was inducted as a member and also appointed as the Chairman of the said Committee w.e.f. April 21, 2017.
The committee was further reconstituted by the Board on September 9, 2017 and Mr. Arup Kumar Chowdhuri, Independent Director of the Company was inducted as a member of the Committee. Mr. Harshvardhan Saraf ceased to be member of the committee due to his resignation from the directorship of the Company w.e.f. September 15, 2017.
(1)
|
(2)
|
(3)
|
(4)
|
(5)
|
(6)
|
(7)
|
(8)
|
SI. No.
|
CSR project or activity identified
|
Sector in which the Project is covered
|
Projects or programs 1) Local area or other 2) Specify the State and district where projects or programs were undertaken
|
Amount outlay (budget) project or programs wise
|
Amount spent on the projects or programs Sub-heads: 1) Direct expenditure on projects or programs. 2) Overheads
|
Cumulative expenditure upto the reporting period
|
Amount spent: Direct or through implementing agency
|
1
|
Plantation of avenue trees and forestry
|
Schedule VII, item no. (iv)
|
Local Area Dist Tinsukia and Dibrugarh, Assam
|
5.00
|
1.80
|
1.80
|
Direct
|
2
|
Construction of twin strip tarmac pattern road and semi kutcha road
|
Schedule VII, item no. (x)
|
Local Area Dist Tinsukia and Dibrugarh, Assam
|
4.50
|
2.96
|
2.96
|
Direct
|
3
|
Purchase of Four Wheeled Water Brower for supply of drinking water
|
Schedule VII, item no. (i)
|
Local Area Dist Tinsukia and Dibrugarh, Assam
|
2.00
|
1.82
|
1.82
|
Through James Warren Tea Foundation
|
4
|
Construction of Sanitary Complex
|
Schedule VII, item no. (i)
|
Local Area Dist: Dibrugarh, Assam
|
0.40
|
0.40
|
0.40
|
Through James Warren Tea Foundation
|
5
|
Erection of concrete dustbins
|
Schedule VII, item no. (i)
|
Local Area Dist Tinsukiaand Dibrugarh, Assam
|
0.70
|
0.64
|
0.64
|
Direct
|
6 (i)
|
Road repair
|
Schedule VII, item no. (i)
|
Local Area Dist Tinsukia and Dibrugarh, Assam
|
2.04
|
1.98
|
1.98
|
Through James Warren Tea Foundation
|
6 (ii)
|
Road repair
|
Schedule VII, item no. (i)
|
Local Area Dist: Tinsukia and Dibrugarh, Assam
|
0.02
|
0.02
|
0.02
|
Direct
|
7
|
Healthcare including preventive health care
|
Schedule VII, item no. (i)
|
Kolkata West Bengal
|
4.50
|
4.50
|
4.50
|
Through James Warren Tea Foundation
|
8
|
Promoting Education
|
Schedule VII, item no. (ii)
|
Kolkata West Bengal
|
4.00
|
4.00
|
4.00
|
Through James Warren Tea Foundation
|
9
|
Eradicating Hunger, Poverty & Malnutrition
|
Schedule VII, item no. (i)
|
Different Districts in Kolkata, West Bengal
|
3.00
|
3.00
|
3.00
|
Through James Warren Tea Foundation
|
10
|
Goshala (Protection & Welfare of Animals)
|
Schedule VII, item no. (iv)
|
Kolkata West Bengal
|
3.50
|
3.50
|
3.50
|
Through James Warren Tea Foundation
|
11
|
Healthcare-Multispecialty Hospital
|
Schedule VII, item no. (i)
|
Durgapur West Bengal
|
14.00
|
14.00
|
14.00
|
Through James Warren Tea Foundation
|
12
|
Promoting Health care Education
|
Schedule VII, item no. (i)
|
Durgapur West Bengal
|
1.00
|
1.00
|
1.00
|
Through James Warren Tea Foundation
|
13
|
Eye Surgeries and other Healthcare programme
|
Schedule VII, item no. (i)
|
Kolkata West Bengal
|
5.00
|
5.00
|
5.00
|
Through James Warren Tea Foundation
|
14
|
Medical aid facility
|
Schedule VII, item no. (i)
|
Kolkata West Bengal
|
5.00
|
5.00
|
5.00
|
Through James Warren Tea Foundation
|
15
|
Sports and other social service centers
|
Schedule VII, item no. (vii)
|
Kolkata West Bengal
|
0.075
|
0.075
|
0.075
|
Through James Warren Tea Foundation
|
16
|
Improvement of Sanitation Infra structure and Awareness Campaign
|
Schedule VII item no. (i)
|
Local Area Dist: Tinsukia and Dibrugarh, Assam
|
20.57
|
10
|
10
|
Through James Warren Tea Foundation
|
17
|
Promoting Education
|
Schedule VII, item no. (ii)
|
Kolkata West Bengal
|
0.51
|
0.51
|
0.51
|
Through James Warren Tea Foundation
|
18
|
Promoting Education
|
Schedule VII, item no. (ii)
|
Local Area Dist: Tinsukia and Dibrugarh, Assam
|
1
|
1
|
1
|
Through James Warren Tea Foundation
|
19
|
Promoting Education
|
Schedule VII, item no. (ii)
|
New Delhi
|
1
|
1
|
1
|
Through James Warren Tea Foundation
|
20
|
Imrovement of Sanitation Infra structure and Awareness Campaign
|
Schedule VII item no. (i)
|
Local Area Dist Tinsukia and Dibrugarh, Assam
|
20.58
|
|
|
|
21
|
Other CSR Activities
|
Schedule VII
|
Local Area Dist Tinsukia and Dibrugarh, Assam
|
1.14
|
|
|
|
22
|
Plantation of avenue trees and forestry
|
Schedule VII, item no. (iv)
|
Local Area Dist Tinsukia and Dibrugarh, Assam Dist:
|
0.12
|
0.12
|
0.12
|
Direct
|
|
TOTAL
|
|
|
99.66
|
62.33
|
62.33
|
-
|
The unspent amount of Rs. 37.33 Lakhs proposed to be spent in the Financial Year 2018-19.
6. The Company through its trust has identified above mentioned CSR activities and projects during the year under review and accordingly budget have been prepared. The Committee has also assessed and quantified the amount to be contributed for CSR expenditure for the financial year 2018-19 i.e. Rs. 7.92 Lakhs, which is 2% of the average net profit of the Company for last three financial years. However, the aforesaid activities will be executed and carried out during the year 2018-19 and accordingly expenditure on the same will be made, as per their respective budgets.
Apart from the above, the CSR Committee puts it endeavor to locate more areas of development based on the suggestions of people of the Tea Estates and its local authorities about their needs. Accordingly, it will undertake different CSR activities commensurate to its divergent locations of its Tea Estates in the manner and to the extent the quantum of money to be spent to enable the Company to utilize the same in the best interest of the society at large. The Committee would spend the money in the current financial year after taking into account all the aforesaid aspects.
7. We hereby confirm that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.
|
Sd/-
|
Sd/-
|
|
For James Warren Tea Ltd.
|
For James Warren Tea Ltd.
|
|
Akhil Kumar Ruia
|
Arup Kumar Chowdhuri
|
Place : Kolkata
|
Wholetime Director
|
Independent Director
|
Dated : May 17, 2018
|
DIN: 03600526
|
DIN: 00997826
|
ANNEXURE -'MR-3'
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2018
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
James Warren Tea Limited
Dhoedaam Tea Estate,
P.O Borahapjan,
Tinsukia,
Assam - 786 150.
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. James Warren Tea Limited (hereinafter called 'the Company') bearing CIN :L15491AS2009PLC009345. Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the James Warren Tea Limited's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018, has complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018, to the extent Acts/provisions of the Acts applicable,
according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of
Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,
1992 ('SEBI Act'), to the extent applicable :-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; and
(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(vi) I further report that, having regards to compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test check basis and on representation made by the Company and its officers for compliances under other applicable Acts, laws and Regulations to the Company, the Company has complied with the following laws specifically applicable to the Company :-i. The Tea Act, 1953 ii. The Tea Rules, 1954
iii. The Investigation of Tea Undertaking/Tea Units ( Procedure ) Rules, 1981 iv. Tea (Distribution & Export) Control Order, 2005 v. Tea Waste Control Order, 1959 vi. Tea (Marketing) Control Order, 2003 vii. Tea Warehouse Licensing Order, 1989 viii. Plantations Labour Act, 1951 ix. Assam Tea Plantations Provident, Pension, & Deposit Linked Insurance Fund Scheme Act 1955 &
Scheme, 1968 & 1984
x. The Assam Plantations Labour Rules, 1956, Plantations Labour (Amendment) Act, 1981, 2001 and 2006 xi. Assam Tea Plantations Provident Fund And Pension Fund And Deposit Linked Insurance Fund Scheme
(Amendment) Act, 2005
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with the Calcutta Stock Exchange Ltd. and BSE Limited.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
I further report that -
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
None of the Directors in any meeting dissented on any resolution and hence there was no instance of recording any dissenting member's view in the minutes.
I further report that subject to our observation above there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period the Company has bought back its 27,00,000 fully paid up Equity Shares of the face value Rs. 10/- each at a price of Rs. 129/- (Rupees One Hundred and Twenty Nine Only) per equity share aggregating to Rs. 34,83,00,000/- (Rupees Thirty Four Crores Eighty Three Lakhs Only) by way of "Tender Offer" route through stock exchange mechanism constituting 22.50% of the total number of the equity share capital of the Company (24.92% of the fully paid-up equity share capital and free reserves as per the latest audited Annual Financial Statement of the Company for the financial year ended March 31, 2017) and complied with the provisions of the Act and Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.
|
Sd/-
|
|
Santosh Kumar Tibrewalla
|
Place: Kolkata
|
Company Secretary in Practice
|
Date: 09.05.2018
|
FCSNo.:3811CPNo.:3982
|
ANNEXURE TO THE DIRECTORS' REPORT
Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures
Part A: Subsidiaries
The Company has no subsidiary as on 31.03.2018. Other information:
1. Names of subsidiaries which are yet to commence operations - Not Applicable
2. Names of subsidiaries which have been liquidated or sold during the year - Not Applicable Part B: Associates and Joint Ventures:
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
Name of Associates or Joint Ventures
|
Joint Venture: Mayfair Investment Holding Pte. Ltd.
|
1. Latest audited Balance Sheet Date
|
31.03.2018
|
2. Date on which the associate or joint venture was associated or acquired
|
11.10.2016
|
3. Shares of Associate or Joint Ventures held by the company on the year end
|
|
No.
|
119857 shares of US$10 each
|
Amount of Investment in Associates or Joint Venture
|
Rs. 1118.83 lakhs
|
Extend of Holding (in percentage)
|
48.99%
|
4. Description of how there is significant influence
|
Parties have joint control of the arrangement, have rights to the net assets of the arrangement pursuant to Section 2(6) of Companies Act, 2013
|
5. Reason why the associate/joint venture is not consolidated
|
N.A.
|
6. Networth attributable to Shareholding as per latest audited Balance Sheet
|
48.99%
|
7. Profit/Loss for the year
|
|
i. Considered in Consolidation
|
Yes, Loss of Rs. 1.73 Lakhs
|
ii. Not Considered in Consolidation
|
N.A.
|
Other information :
1. Names of associates or joint ventures which are yet to commence operations- Not Applicable
2. Names of associates or joint ventures which have been liquidated or sold during the year - Warren Steels Private Limited, Associate Company have been sold during the year under review.
|
|
For and on behalf of the Board of Directors
|
|
|
|
For James Warren Tea Limited
|
|
|
Sd/-
|
Sd/-
|
Sd/-
|
Sd/-
|
|
Akhil Kumar Ruia
|
Arup Kumar Chowdhuri
|
Vikram Saraogi
|
Gyanendra Singh
|
Place: Kolkata
|
Wholetime Director
|
Independent Director
|
Chief Financial Officer
|
Company Secretary
|
Dated: May 17, 2018
|
DIN: 03600526
|
DIN: 00997826
|
|
|
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2017-18 and the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2017-18 are as under:
SI. No.
|
Name of Director/ KMP and Designation
|
Remuneration of Director /KMP for financial year 2017-18 (Rs. in lakhs)
|
% increase in Remuneration in the financial year 2017-18
|
Ratio of remuneration of each Director/ to median remuneration of employees
|
1
|
Mr. Akhil Kumar Ruia, Wholetime Director
|
186.68
|
10.91
|
622.30:1
|
2
|
Mr. Rakesh Kumar Srivastava, Wholetime Director *
|
1.97
|
NA
|
NA
|
3
|
Mr. Sudeep Kumar Ahluwalia, Wholetime Director**
|
16.98
|
@
|
NA
|
4
|
Mr. Vikram Saraogi, Chief Financial Officer
|
17.85
|
2.00
|
59.50:1
|
5
|
Ms. Surbhi Shah Company Secretary**
|
0.14
|
NA
|
NA
|
6
|
Mr. Gyanendra Singh Company Secretary$
|
2.10
|
@
|
NA
|
*Resigned from directorship of the Company w.e.f. April 21, 2017.
** Resigned from office of Company Secretary/employment of the Company w.e.f. April 13, 2017.
# Appointed as the Wholetime Director of the Company w.e.f. April 21, 2017.
$Appointed as the Company Secretary of the Company w.e.f. September 09, 2017
@Since the data for the previous year is available for part of the year or not available, the same is not comparable.
Note: No Director other than the Wholetime Directors of the Company received any remuneration other than sitting fees during the financial year 2017-18.Therefore, the same are not considered for the aforesaid purpose.
Note:
i) No other Director other than the Whole-time Directors received any remuneration during the financial year 2017-18.
ii) The median remuneration of employees of the Company during the financial year was 0.30 lakhs compared to the previous year was 0.28 lakhs;
iii) In the financial year, there was an increase of 9.87 % in the median remuneration of employees; iv) There were 8472 permanent employees on the rolls of Company as on March 31, 2018;
iv) Average percentage decrease made in the salaries of the employees other than the managerial personnel in the financial year 2017-18 was 4.10% whereas the increase in the managerial remuneration for the same financial year was 10.66%;
v) It is hereby affirmed that the remuneration paid during the year ended 31st March, 2018 is as per the Remuneration Policy of the Company.
Statement pursuant to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
A. LIST OF TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN :
SI. No.
|
Name of the Employees
|
Designation of the employee
|
Remuneration drawn during the financial year 2017-18 (Rs. in lakhs)
|
Nature of employment, whether contractual or otherwise
|
Qualifications and experience
|
Date of commencement of employment
|
Age
|
Last employment held before joining the Company
|
% of equity shares held in the Company
|
Whether relative of any Director or Manager of the Company and if so, name of such Director or Manager
|
1
|
Akhil Kumar Ruia
|
Wholetime Director
|
186.68
|
Contractual
|
MBA and Masters in Management having work experience of 13 years.
|
28.06.2012*
|
36 years
|
Investment Banker at Barclays Capital, UK
|
0.26% (24,800 equity shares]
|
Yes. Son of Mr. Anil Kumar Ruia, Chairman
|
2
|
Gulshan Rai Bagai
|
Visting Agent
|
27.89
|
Permanent
|
M.Sc. In Physics with knowledge of Electronics And Having work experience of 50 years.
|
01.05.2017
|
74 years
|
Senior Plantation Consultant at Assam Company India Ltd.
|
Nil
|
No
|
3
|
Sudipta Kumar Mitra
|
Executive Director -Quality Control & Marketing
|
26.56
|
Permanent
|
B. Sc. Having work experience of 43 years.
|
01.04.2016
|
66 years
|
Director - Sales & marketing at Apeejay Tea Ltd
|
Nil
|
No
|
4
|
Vikram Saraogi
|
Chief Financial Officer
|
17.85
|
Permanent
|
Chartered Accountant (CA|, Company Secretary (CS|, Diploma in Business Management (Finance], Master of Commerce (M.Com) having work experience of 15 years
|
01.08.2013*
|
40 years
|
Company Secretary at Electrosteel Steels Ltd.
|
0.00% (1 Equity Shares]
|
No
|
5
|
Sudeep Kumar Ahluwalia
|
Wholetime Director
|
16.98
|
Contractual
|
B.A. (Hons| having work experience of 34 years
|
15.02.2017
|
54 years
|
General Manager at Apeejay Tea Ltd.
|
Nil
|
No
|
6
|
Rajiv Singh Parmar
|
Manager
|
14.60
|
Permanent
|
B.Sc. having work experience of 37 years
|
01.12.2014
|
58 years
|
Senior Manager at Assam Group Ltd.
|
Nil
|
No
|
7
|
Kamalesh Gupta
|
Estate Manager
|
10.35
|
Permanent
|
B.com (Hons) Having work experience of 29 years
|
01.11.2016
|
54 years
|
Manager at Anandbag Tea Company Ltd.
|
Nil
|
No
|
8
|
Sandip Das
|
Senior Manager
|
10.35
|
Permanent
|
M.com, CA (Inter] Having work experience of 15 years
|
26.03.2014
|
43 years
|
Manager-Accounts & Finance at United Spirits Ltd.
|
0.00% (3 Equity Shares)
|
No
|
9
|
Abhijit Sarmah
|
Senior Deputy Manager
|
9.98
|
Permanent
|
Masters in Person Management (MPM), having work experience of 22 years
|
15.01.1997*
|
49 years
|
N.A.
|
Nil
|
No
|
10
|
Aditya More
|
Senior Manager
|
9.95
|
Permanent
|
Chartered Accountant (CA), having work experience of 7 years
|
04.03.2013*
|
29 years
|
Assistant manager at Visa Steels Ltd.
|
0.00% (1 Equity Shares)
|
No
|
*The Company being a transferee Company pursuant to demerger, the details in respect of date of commencement of employment pertains to their employment in Warren Tea Ltd.
B. No employee employed for a part of the FY 2017-18 have drawn remuneration for that year, at a rate which, in the aggregate was not less than eight lakhs and fifty thousand rupees per month.
C. There is no employee in employment throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Executive Chairman or Manager and holds by himself or along with his spouse and dependent children, not less than two per cent of the equity shares of the Company.
D. There is no employee posted and working outside India not being directors or their relatives, drawing more than sixty lakhs rupees per financial year or five lakhs rupees per month.
Form No. MGT-9
EXTRACT OF ANNUAL RETURN as on the financial year ended on March 31, 2018
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
REGISTRATION AND OTHER DETAILS:
a. CIN:- L15491AS2009PLC009345
b. Registration Date: 09.11.2009
c. Name of the Company: James Warren Tea Limited
d. Category / Sub-Category of the Company: Company limited by Shares, Non-govt. company
e. Address of the Registered office and contact details: Dhoedaam Tea Estate, P.O. Borahapjan Dist: Tinsukia - 786 150, Assam
Phone: 03759 - 247922/ 214835 Email Id: investors@jameswarrentea.com
f. Whether listed company: Yes
g. Name, Address and Contact details of Registrar and Transfer Agent, if any: Maheshwari Datamatics Pvt. Ltd.
Address: 23, R. N. Mukherjee Road, 5th Floor, Kolkata - 700 001 Tel: +91-033 2243-5809, 2243-5029, 2248-2248 Fax: +91-033 2248-4787; E-mail: mdpldc@yahoo.com
PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the company shall be stated:-
SI.
No.
|
Name and Description of main products / services
|
NIC Code of the Product/ service
|
% to total turnover of the company
|
1
|
Tea Production
|
01271
|
100%
|
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -
SI.
No.
|
Name and address of the Company
|
CIN/GLN
|
Holding/ Subsidiary/ Associate
|
% of shares held
|
Applicable Section
|
1
|
Mayfair Investment Holding PTE. Ltd. Registered Office Address -The Central #15-92, 8 EU Tong Sen Street, Singapore - 059818
|
ACRA Registration No. -201542926H
|
Joint Venture
|
48.99%
|
Section 2(6) of the Companies Act, 2013
|
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding:
Category of Shareholders
|
No. of Shares held at the beginning of the year [As on 1st April 2017]
|
No. of Shares held at the end of the year [As on 31st March 2018]
|
% change during the Year
|
Demat
|
Physical
|
Total
|
% of Total Shares
|
Demat
|
Physical
|
Total
|
% of Total Shares
|
A. Promoters
|
|
|
|
|
|
|
|
|
|
(1) Indian
|
|
|
|
|
|
|
|
|
|
a) Individual/ HUF
|
50000
|
0
|
50000
|
0.4166
|
50000
|
0
|
50000
|
0.5376*
|
0.1210
|
b) Central Govt
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
c) State Govt(s)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
d) Bodies Corp.
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
e) Banks/Fi
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
f) Any other
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Sub-total (A)(l)
|
50000
|
0
|
50000
|
0.4166
|
50000
|
0
|
50000
|
0.5376*
|
0.1210
|
(2) Foreign
|
|
|
|
|
|
|
|
|
|
a) NRIs- Individuals
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
b) Other -Individuals
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
c) Bodies Corp.
|
8947199
|
0
|
8947199
|
74.5550
|
6913170
|
0
|
6913170
|
74.3287
|
-0.2263
|
d) Banks/FI
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
e) Any other
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Sub-total (A)(2)
|
8947199
|
0
|
8947199
|
74.5550
|
6913170
|
0
|
6913170
|
74.3287
|
-0.2263
|
Total shareholding of Promoter (A)=(A)(1)+(A)(2)
|
8997199
|
0
|
8997199
|
74.9716
|
6963170
|
0
|
6963170
|
74.8663
|
-0.1053
|
B. Public Shareholding
|
|
|
|
|
|
|
|
|
|
1. Institutions
|
|
|
|
|
|
|
|
|
|
a) Mutual Funds
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
b) Banks/FI
|
257
|
327
|
584
|
0.0049
|
79
|
178
|
257
|
0.0028
|
-0.0021
|
c) Central Govt
|
0
|
0
|
0
|
0
|
3
|
0
|
3
|
0.0000
|
0
|
d) State Govt(s)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
e) Venture Capital Funds
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
f) Insurance Companies
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
g) Flls
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
h) Foreign Venture Capital Funds
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
i) Others (specify)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Alternate Investment Funds
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Foreign Portfolio Investors
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Provident Funds /Pension Funds
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Qualified Foreign Investor
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Sub-total(B)(1):-
|
257
|
327
|
584
|
0.0049
|
82
|
178
|
260
|
0.0028
|
-0.0021
|
Category of Shareholders
|
No. of Shares held at the beginning of the year [As on 1st April 2017]
|
No. of Shares held at the end of the year [As on 31st March 2018]
|
% change during the Year
|
|
Demat
|
Physical
|
Total
|
% of Total Shares
|
Demat
|
Physical
|
Total
|
% of Total Shares
|
2. Non-Institutions
|
|
|
|
|
|
|
|
|
|
a) Bodies Corp.
|
|
|
|
|
|
|
|
|
|
i) Indian
|
175435
|
6189
|
181624
|
1.5134
|
551468
|
6189
|
557657
|
5.9958
|
4.4824
|
ii) Overseas
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
b) Individuals
|
|
|
|
|
|
|
|
|
|
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh
|
810371
|
294142
|
1104513
|
9.2037
|
752639
|
281788
|
1034427
|
11.1219
|
1.9182
|
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh
|
1518939
|
34518
|
1553457
|
12.9446
|
132522
|
34518
|
167040
|
1.7960
|
-11.1486
|
c) Others (Specify)
|
|
|
|
|
|
|
|
|
|
Non Resident Indians
|
61336
|
2780
|
64116
|
0.5343
|
490673
|
2780
|
493453
|
5.3055
|
4.7712
|
Qualified Foreign Investor
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Custodian of Enemy Property
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Foreign Nationals
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Clearing Members
|
16606
|
0
|
16606
|
0.1384
|
2798
|
0
|
2798
|
0.0301
|
-0.1083
|
Trusts
|
1131
|
0
|
1131
|
0.0094
|
425
|
0
|
425
|
0.0046
|
-0.0048
|
Foreign Bodies-D R
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Foreign Portfolio Investors
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
NBFCs registered with RBI
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Employee Trusts
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Domestic Corporate Unclaimed Shares Account
|
81574
|
0
|
81574
|
0.6797
|
81574
|
0
|
81574
|
0.8771
|
0.1974
|
Investor Education and Protection Fund Authority
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Sub-total(B)(2):-
|
2665392
|
337629
|
3003021
|
25.0235
|
2012099
|
325275
|
2337374
|
25.1310
|
0.1075
|
Total Public Shareholding (B)=(B)(1)+(B)(2)
|
2665649
|
337956
|
3003605
|
25.0284
|
2012181
|
325453
|
2337634
|
25.1338
|
0.1054
|
C. Shares held by Custodian for GDRs & ADRs
|
|
|
|
|
|
|
|
|
|
Grand Total (A+B+C)
|
11662848
|
337956
|
12000804
|
100.0000
|
8975351
|
325453
|
*9300804
|
100.00
|
-
|
* Change in percentage of shareholding pursuant to extinguishment of 27,00,000 equity shares consequent to buyback of Equity shares.
(ii) Shareholding of Promoters:
Sl No
|
Shareholder's Name
|
Shareholding at the beginning of the year [As on 1st April 2017]
|
Shareholding at the end of the year [As on 31st Mar 2018]
|
% change in share holding during 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
|
1
|
ASHDENE INVESTMENTS LIMITED
|
2363010
|
19.6904
|
0.0000
|
1836544
|
19.7461
|
0.0000
|
0.0557
|
2
|
ISIS ENTERPRISES LIMITED
|
2113144
|
17.6084
|
0.0000
|
1629303
|
17.5179
|
0.0000
|
-0.0905
|
3
|
MAYGROVE INVESTMENTS LIMITED
|
1260212
|
10.5011
|
0.0000
|
971665
|
10.4471
|
0.0000
|
-0.0540
|
4
|
ENEZ INVESTMENTS LIMITED
|
1102692
|
9.1885
|
0.0000
|
850212
|
9.1413
|
0.0000
|
-0.0472
|
5
|
WOODCUTTER LIMITED
|
1057505
|
8.8120
|
0.0000
|
815371
|
8.7667
|
0.0000
|
-0.0453
|
6
|
MARU LIMITED
|
1050636
|
8.7547
|
0.0000
|
810075
|
8.7097
|
0.0000
|
-0.0450
|
7
|
AKHIL KUMAR RUIA
|
24800
|
0.2067
|
0.0000
|
24800
|
0.2666
|
0.0000
|
0.0599
|
8
|
ANKIT GOVIND RUIA
|
24800
|
0.2067
|
0.0000
|
24800
|
0.2666
|
0.0000
|
0.0599
|
9
|
MAULSHREE RUIA
|
100
|
0.0008
|
0.0000
|
100
|
0.0011
|
0.0000
|
0.0003
|
10
|
RAJAT AGARWALLA
|
100
|
0.0008
|
0.0000
|
100
|
0.0011
|
0.0000
|
0.0003
|
11
|
DARSHANA SARAF
|
100
|
0.0008
|
0.0000
|
100
|
0.0011
|
0.0000
|
0.0003
|
12
|
VARTIKA AGARWALLA
|
100
|
0.0008
|
0.0000
|
100
|
0.0011
|
0.0000
|
0.0003
|
|
TOTAL
|
8997199
|
74.9716
|
0.0000
|
6963170
|
74.8663
|
0.0000
|
-0.1053
|
(Hi) Change in Promoters' shareholding
SI No
|
Name
|
Shareholding at the beginning [As on 1st April 2017] end of the year [As on 31st Mar 2018]
|
Cumulative Shareholding during the year [1st April 2017 to 31st Mar 2018]
|
|
|
No. of shares
|
% of total shares of the company
|
No. of shares
|
% of total shares of the company
|
1
|
WOODCUTTER LIMITED
|
|
|
|
|
1/4/2017
|
1057505
|
8.8120
|
|
|
16/03/2018 -Buyback$
|
-242134
|
2.6034*
|
815371
|
8.7667
|
31/3/2018
|
815371
|
8.7667
|
815371
|
8.7667
|
2
|
MAYGROVE INVESTMENTS LIMITED
|
|
|
|
|
1/4/2017
|
1260212
|
10.5011
|
|
|
16/03/2018 -Buyback$
|
-288547
|
3.1024*
|
971665
|
10.4471
|
31/3/2018
|
971665
|
10.4471
|
971665
|
10.4471
|
3
|
ISIS ENTERPRISES LIMITED
|
|
|
|
|
1/4/2017
|
2113144
|
17.6084
|
|
|
16/03/2018 -Buyback$
|
-483841
|
5.2021*
|
1629303
|
17.5179
|
31/3/2018
|
1629303
|
17.5179
|
1629303
|
17.5179
|
4
|
ENEZ INVESTMENTS LIMITED
|
|
|
|
|
1/4/2017
|
1102692
|
9.1885
|
|
|
16/03/2018 - Buyback$
|
-252480
|
2.7146*
|
850212
|
9.1413
|
31/3/2018
|
850212
|
9.1413
|
850212
|
9.1413
|
5
|
MARU LIMITED
|
|
|
|
|
1/4/2017
|
1050636
|
8.7547
|
|
|
16/03/2018 - Buyback$
|
-240561
|
2.5865*
|
810075
|
8.7097
|
31/3/2018
|
810075
|
8.7097
|
810075
|
8.7097
|
6
|
ASHDENE INVESTMENTS LIMITED
|
|
|
|
|
1/4/2017
|
2363010
|
19.6904
|
|
|
16/03/2018 - Buyback$
|
-526466
|
5.6604*
|
1836544
|
19.7461
|
31/3/2018
|
1836544
|
19.7461
|
1836544
|
19.7461
|
7
|
MAULSHREE RUIA
|
|
|
|
|
01/04/2017
|
100
|
0.0008
|
|
|
31/03/2018
|
100
|
0.0011*
|
100
|
0.0011
|
8
|
RAJAT AGARWALLA
|
|
|
|
|
01/04/2017
|
100
|
0.0008
|
|
|
31/03/2018
|
100
|
0.0011*
|
100
|
0.0011
|
9
|
DARSHANA SARAF
|
|
|
|
|
01/04/2017
|
100
|
0.0008
|
|
|
31/03/2018
|
100
|
0.0011*
|
100
|
0.0011
|
10
|
VARTIKA AGARWALLA
|
|
|
|
|
01/04/2017
|
100
|
0.0008
|
|
|
31/03/2018
|
100
|
0.0011*
|
100
|
0.0011
|
11
|
AKHIL KUMAR RUIA
|
|
|
|
|
01/04/2017
|
24800
|
0.2067
|
|
|
31/03/2018
|
24800
|
0.2666*
|
24800
|
0.2666
|
12
|
ANKIT GOVIND RUIA
|
|
|
|
|
01/04/2017
|
24800
|
0.2067
|
|
|
31/03/2018
|
24800
|
0.2666*
|
24800
|
0.2666
|
* Calculated on Paid-up Equity Shares 93,00,804 (Post Buyback) $ As per Benpose provided by Depositories
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
SI No
|
Name
|
Shareholding at the beginning [As on 1st April 2017] end of the year [As on 31st Mar 2018]
|
Cumulative Shareholding during the year [1st April 2017 to 31st Mar 2018]
|
|
|
No. of shares
|
% of total shares of the company
|
No. of shares
|
% of total shares of the company
|
1
|
CHANDMULL BATIA
|
|
|
|
|
|
1/4/2017
|
34518
|
0.2876
|
|
|
|
31/3/2018
|
34518
|
0.3711**
|
34518
|
0.3711"
|
2
|
LUXMI TOWNSHIP LIMITED
|
|
|
|
|
|
1/4/2017
|
86121
|
0.7176
|
|
|
|
26/05/2017 -Transfer
|
5609
|
0.0467
|
91730
|
0.7644
|
|
02/06/2017 -Transfer
|
5722
|
0.0477
|
97452
|
0.8120
|
|
09/06/2017 -Transfer
|
4477
|
0.0373
|
101929
|
0.8494
|
|
16/06/2017 -Transfer
|
1393
|
0.0116
|
103322
|
0.8610
|
|
23/06/2017 -Transfer
|
933
|
0.0078
|
104255
|
0.8687
|
|
30/06/2017 -Transfer
|
1323
|
0.0110
|
105578
|
0.8798
|
|
28/07/2017 -Transfer
|
729
|
0.0061
|
106307
|
0.8858
|
|
18/08/2017 -Transfer
|
310
|
0.0026
|
106617
|
0.8884
|
|
25/08/2017 -Transfer
|
1270
|
0.0106
|
107887
|
0.8990
|
|
01/09/2017 -Transfer
|
946
|
0.0079
|
108833
|
0.9069
|
|
08/09/2017 -Transfer
|
859
|
0.0072
|
109692
|
0.9140
|
|
15/09/2017 -Transfer
|
2974
|
0.0248
|
112666
|
0.9388
|
|
22/09/2017 -Transfer
|
4404
|
0.0367
|
117070
|
0.9755
|
|
30/09/2017 -Transfer
|
2693
|
0.0224
|
119763
|
0.9980
|
|
06/10/2017 -Transfer
|
1003
|
0.0084
|
120766
|
1.0063
|
|
13/10/2017 -Transfer
|
397
|
0.0033
|
121163
|
1.0096
|
|
27/10/2017 -Transfer
|
1165
|
0.0097
|
122328
|
1.0193
|
|
03/11/2017 -Transfer
|
73
|
0.0006
|
122401
|
1.0199
|
|
09/02/2018 -Transfer
|
16131
|
0.1344
|
138532
|
1.1544
|
|
16/02/2018 -Transfer
|
1178
|
0.0098
|
139710
|
1.1642
|
|
23/02/2018 -Transfer
|
4515
|
0.0376
|
144225
|
1.2018
|
|
02/03/2018 -Transfer
|
7606
|
0.0634
|
151831
|
1.2652
|
|
09/03/2018 -Transfer
|
4784
|
0.0399
|
156615
|
1.3050
|
|
16/03/2018 -Transfer
|
6040
|
0.0649"
|
162655
|
1.7488"
|
|
23/03/2018 -Transfer
|
2048
|
0.0220"
|
164703
|
1.7708"
|
|
30/03/2018 -Transfer
|
11541
|
0.1241"
|
176244
|
1.8949"
|
|
31/03/2018
|
176244
|
1.8949"
|
176244
|
1.8949"
|
3
|
PUSHPANJALI lINVESTRADE PVT LTD
|
|
|
|
|
|
01/04/2017
|
0
|
0.0000
|
|
|
|
01/12/2017 -Transfer
|
37400
|
0.3116
|
37400
|
0.3116
|
|
16/03/2018 - Buyback
|
-16874
|
0.1814"
|
20526
|
0.2207"
|
|
31/03/2018
|
20526
|
0.2207"
|
20526
|
0.2207"
|
4
|
VINODCHANDRA MANSUKHLAL PAREKH
|
|
|
|
|
|
01/04/2017
|
13203
|
0.1100
|
|
|
|
31/03/2018
|
13203
|
0.1420**
|
13203
|
0.1420**
|
5
|
BINDAL BROTHERS PVT LTD*
|
|
|
|
|
|
01/04/2017
|
0
|
0.0000
|
|
|
|
10/11/2017 -Transfer
|
75650
|
0.6304
|
75650
|
0.6304
|
|
16/03/2018 - Buyback
|
-34132
|
0.3670**
|
41518
|
0.4464**
|
|
31/03/2018
|
41518
|
0.4464**
|
41518
|
0.4464**
|
6
|
DHANLUXMI TEXTILES LIMITED *
|
|
|
|
|
|
01/04/2017
|
0
|
0.0000
|
|
|
|
10/11/2017 -Transfer
|
179058
|
1.4921
|
179058
|
1.4921
|
|
16/03/2018 - Buyback
|
-80789
|
0.8686**
|
98269
|
1.0566**
|
|
31/03/2018
|
98269
|
1.0566**
|
98269
|
1.0566**
|
7
|
INDIAN CLEARING CORPORATION LIMITED
|
|
|
|
|
|
01/04/2017
|
0
|
0.0000
|
|
|
|
23/02/2018 -Transfer
|
72250
|
0.6020
|
72250
|
0.6020
|
|
02/03/2018 -Transfer
|
169
|
0.0014
|
72419
|
0.6035
|
|
09/03/2018 -Transfer
|
102
|
0.0008
|
72521
|
0.6043
|
|
16/03/2018 - Buyback
|
-72521
|
0.7797**
|
0
|
0
|
|
31/03/2018
|
0
|
0.0000
|
0
|
0.0000
|
8
|
KEMEX ENGINEERING PVT LTD*
|
|
|
|
|
|
01/04/2017
|
0
|
0.0000
|
|
|
|
10/11/2017 -Transfer
|
72508
|
0.6042
|
72508
|
0.6042
|
|
16/03/2018 - Buyback
|
-32715
|
0.3517**
|
39793
|
0.4278**
|
|
31/03/2018
|
39793
|
0.4278**
|
39793
|
0.4278**
|
9
|
ARINDAM TRADERS PVT LTD #
|
|
|
|
|
|
01/04/2017
|
20500
|
0.1708
|
|
|
|
21/04/2017 -Transfer
|
-3635
|
0.0303
|
16865
|
0.1405
|
|
28/04/2017 -Transfer
|
-2072
|
0.0173
|
14793
|
0.1233
|
|
05/05/2017 -Transfer
|
-5551
|
0.0463
|
9242
|
0.0770
|
|
12/05/2017 -Transfer
|
-2684
|
0.0224
|
6558
|
0.0546
|
|
19/05/2017 -Transfer
|
-4310
|
0.0359
|
2248
|
0.0187
|
|
26/05/2017 -Transfer
|
-2248
|
0.0187
|
0
|
0.0000
|
|
31/03/2018
|
0
|
0.0000
|
0
|
0.0000
|
10
|
BINDAL COMMODITIES (P) LTD*
|
|
|
|
|
|
01/04/2017
|
0
|
0.0000
|
|
|
|
10/11/2017 -Transfer
|
57808
|
0.4817
|
57808
|
0.4817
|
|
16/03/2018 - Buyback
|
-26082
|
0.2804**
|
31726
|
0.3411**
|
|
31/03/2018
|
31726
|
0.3411**
|
31726
|
0.3411**
|
11
|
DANIEL VYAPPAR PRIVATE LIMITED
|
|
|
|
|
|
01/04/2017
|
0
|
0.0000
|
|
|
|
10/11/2017 -Transfer
|
34000
|
0.2833
|
34000
|
0.2833
|
|
16/03/2018 - Buyback
|
-15340
|
0.1649"
|
18660
|
0.2006"
|
|
31/03/2018
|
18660
|
0.2006"
|
18660
|
0.2006"
|
12
|
SUNIL KUMAR GUPTA #
|
|
|
|
|
|
01/04/2017
|
18000
|
0.1500
|
|
|
|
26/05/2017 -Transfer
|
-2000
|
0.0167
|
16000
|
0.1333
|
|
02/06/2017 -Transfer
|
-1000
|
0.0083
|
15000
|
0.1250
|
|
31/03/2018
|
15000
|
0.1613"
|
15000
|
0.1613"
|
13
|
CHANDRIKA VINODCHANDRA PAREKH #
|
|
|
|
|
|
01/04/2017
|
28369
|
0.2364
|
|
|
|
31/03/2018
|
28369
|
0.3050"
|
28369
|
0.3050"
|
14
|
VINODCHANDRA MANSUKHLAL PAREKH
|
|
|
|
|
|
01/04/2017
|
33093
|
0.2758
|
|
|
|
31/03/2018
|
33093
|
0.3558"
|
33093
|
0.3558"
|
15
|
JAMES WARREN TEA LTD UNCLAIMED SECURITIES SUSPENSE ACCOUNT
|
|
|
|
|
|
01/04/2017
|
81574
|
0.6797
|
|
|
|
31/03/2018
|
81574
|
0.8771"
|
81574
|
0.8771"
|
16
|
SUNFAST MERCHANTS PRIVATE LIMITED*
|
|
|
|
|
|
01/04/2017
|
0
|
0.0000
|
|
|
|
29/12/2017 -Transfer
|
72250
|
0.6020
|
72250
|
0.6020
|
|
23/02/2018 - Transfer for buyback
|
-72250
|
0.6020
|
0
|
0.0000
|
|
16/03/2018 -Actual Buyback
|
-32598
|
0.3504"
|
39652
|
0.4263"
|
|
31/03/2018
|
39652
|
0.4263"
|
39652
|
0.4263"
|
17
|
CHANDRA KUMAR DHANUKA #
|
|
|
|
|
|
01/04/2017
|
1416074
|
11.7998
|
|
|
|
10/11/2017 -Transfer
|
-453874
|
3.7820
|
962200
|
8.0178
|
|
01/12/2017 -Transfer
|
-889950
|
7.4158
|
72250
|
0.6020
|
|
29/12/2017 -Transfer
|
-72250
|
0.6020
|
0
|
0.0000
|
|
31/03/2018
|
0
|
0.0000
|
0
|
0.0000
|
18
|
RUDRA CHATTERJEE
|
|
|
|
|
|
01/04/2017
|
6760
|
0.0563
|
|
|
|
07/07/2017 -Transfer
|
34
|
0.0003
|
6794
|
0.0566
|
|
14/07/2017 -Transfer
|
970
|
0.0081
|
7764
|
0.0647
|
|
21/07/2017 -Transfer
|
1204
|
0.0100
|
8968
|
0.0747
|
|
28/07/2017 -Transfer
|
3348
|
0.0279
|
12316
|
0.1026
|
|
04/08/2017 -Transfer
|
921
|
0.0077
|
13237
|
0.1103
|
|
18/08/2017 -Transfer
|
1102
|
0.0092
|
14339
|
0.1195
|
|
02/02/2018 -Transfer
|
1126
|
0.0094
|
15465
|
0.1289
|
|
09/02/2018 -Transfer
|
2286
|
0.0190
|
17751
|
0.1479
|
|
31/03/2018
|
17751
|
0.1909**
|
17751
|
0.1909"
|
19
|
R N RUBESH#
|
|
|
|
|
|
01/04/2017
|
18575
|
0.1548
|
|
|
|
31/03/2018
|
18575
|
0.1997**
|
18575
|
0.1997"
|
20
|
Radhe Shyam Saraf
|
|
|
|
|
|
01/04/2017
|
44225
|
0.3685
|
|
|
|
01/12/2017 -Transfer
|
818550
|
6.8208
|
862775
|
7.1893
|
|
16/03/2018 - Buyback
|
-389274
|
4.1854"
|
473501
|
5.0910"
|
|
31/03/2018
|
473501
|
5.0910"
|
473501
|
5.0910"
|
*Not in the list of Top 10 shareholders as on 01/04/2017 The same has been reflected above since the shareholder was one of the Top 10 shareholders as on 31/03/2018.
#Ceased to be in the list of Top 10 shareholders as on 31/03/2018. The same is reflected above since the shareholder was one of the Top 10 shareholders as on 01/04/2017.
**Calculated on Paid-up Equity Share 93,00,804 (Post-buyback) (vj Shareholding of Directors and Key Managerial Personnel:
SI No
|
Name
|
Shareholding at the beginning [As on 1st April 2017] end of the year [As on 31st Mar 2018]
|
Cumulative Shareholding during the year [1st April 2017 to 31st Mar 2018]
|
|
|
No. of shares
|
% of total shares of the company
|
No. of shares
|
% of total shares of the company
|
1
|
ABHIRAM KASTUR SHETH
|
|
|
|
|
1/4/2017
|
34
|
0.0003**
|
|
|
31/3/2018
|
34
|
0.0004***
|
34
|
0.0004***
|
2
|
VIKRAM SARAOGI
|
|
|
|
|
1/4/2017
|
1
|
0.0000
|
|
|
31/3/2018
|
1
|
0.0000
|
1
|
0.0000
|
3
|
AKHIL KUMAR RUIA
|
|
|
|
|
1/4/2017
|
24800
|
0.2067"
|
|
|
31/3/2018
|
24800
|
0.2666***
|
24800
|
0.2666***
|
* Directors and KMP holding shares have been considered only. ** Calculated on Paid-up Equity Share 1,20,00,804 (Pre-buyback) ***Calculated on Paid-up Equity Share 93,00,804 (Post-buyback)
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
|
|
|
|
(Rs. in lakhs)
|
|
Secured Loans excluding deposits
|
Unsecured Loans
|
Deposits
|
Total Indebtedness
|
Indebtedness at the beginning of the financial year
|
|
|
|
|
i) Principal Amount
|
-
|
-
|
-
|
-
|
ii) Interest due but not paid
|
-
|
-
|
-
|
-
|
iii) Interest accrued but not due
|
-
|
-
|
-
|
-
|
Total (i+ii+iii)
|
-
|
-
|
-
|
-
|
Change in Indebtedness during the financial year
|
|
|
|
|
• Addition
|
-
|
-
|
-
|
-
|
• Reduction
|
-
|
-
|
-
|
-
|
Net Change
|
-
|
-
|
-
|
-
|
Indebtedness at the end of the financial year
|
|
|
|
|
i) Principal Amount
|
-
|
-
|
-
|
-
|
ii) Interest due but not paid
|
-
|
-
|
-
|
-
|
iii) Interest accrued but not due
|
-
|
-
|
-
|
-
|
Total (i+ii+iii)
|
-
|
-
|
-
|
-
|
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
|
|
|
|
(Rs. in lakhs)
|
SI. No.
|
Particulars of Remuneration
|
Name of MD/WTD/ Manager
|
Total Amount
|
Mr. Akhil Kumar Ruia (Wholetime Director)
|
Mr. Sudeep Kumar Ahluwalia** (Wholetime Director)
|
Mr. Rakesh Kumar Srivastava* (Wholetime Director)
|
1
|
Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
|
114.00
|
8.02
|
0.38
|
122.40
|
(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961
|
57.60
|
5.61
|
0.39
|
63.60
|
(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 (PF, Gratuity, Funds, LTA, Incentives)
|
15.08
|
3.35
|
0.15
|
18.58
|
|
Total (A)
|
186.68
|
16.98
|
0.92
|
204.58
|
|
Ceiling as per the Act
|
10% of the Net Profit of the Company
|
* Resigned from directorship w.e.f. April 21, 2017. "Appointed as Wholetime Director w.e.f April 21, 2017.
B. Remuneration to other directors:
SI. no.
|
Particulars of Remuneration
|
Name of Directors
|
Total Amount
|
1
|
Independent Directors
|
Mr. Rajendra Kumar Kanodia**
|
Mr. Arup Kumar Chowdhuri
|
Mr. Harshvardhan Saraf*
|
Mr. Abhiram KasturSheth
|
Mrs. Sucharita Basu De
|
|
|
Fee for attending board or committee meetings
|
0.10
|
0.85
|
0.25
|
0.10
|
0.50
|
1.80
|
|
Commission
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Others, please specify
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Total (1)
|
0.10
|
0.85
|
0.25
|
0.10
|
0.50
|
1.80
|
2
|
Other Non-Executive Directors
|
Mr. Anil Kumar Ruia
|
-
|
-
|
-
|
-
|
-
|
|
Fee for attending board or committee meetings
|
0.15
|
|
|
|
|
0.15
|
|
Commission
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Others, please specify
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Total (2)
|
0.15
|
-
|
-
|
-
|
-
|
0.15
|
|
Total (B)=(l+2)
|
|
|
|
|
|
1.95
|
|
Total Managerial Remuneration (A+B)
|
|
|
|
|
|
206.53
|
|
Overall Ceiling as per the Act
|
|
|
- Fee for attending board/committee Meeting
|
Rs. 1,00,000 per Board/Committee Meeting
|
|
- Commission
|
1% of the Net Profit of the Company
|
* Resigned from directorship w.e.f. February 1, 2018 ** Resigned from directorship w.e.f. September 15, 2017
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:
|
|
|
|
(
|
Rs. in lakhs)
|
SI. No.
|
Particulars of Remuneration
|
Key Managerial Personnel
|
|
|
Mr. Vikram Saraogi, CFO
|
Ms. Surbhi Saha (CS) resigned w.e.f 13.04.2017
|
Mr. Gyanendra Singh (CS) appointed w.e.f. 09.09.2017
|
Total
|
1
|
Gross salary
|
|
|
|
|
|
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
|
9.00
|
0.09
|
1.20
|
10.29
|
|
(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961
|
3.35
|
0.04
|
0.44
|
3.83
|
|
(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 (PF, Gratuity, Funds, LTA, Incentives)
|
5.50
|
0.02
|
0.46
|
5.98
|
|
Total
|
17.85
|
0.15
|
2.10
|
20.10
|
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. COMPANY
|
|
|
|
|
Penalty
|
|
|
Nil
|
|
|
Punishment
|
Compounding
|
B. DIRECTORS
|
|
|
|
|
Penalty
|
|
|
Nil
|
|
|
Punishment
|
Compounding
|
C. OTHER OFFICERS IN DEFAULT
|
|
|
|
|
Penalty
|
|
|
Nil
|
|
|
Punishment
|
Compounding
|
|