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You can view full text of the latest Director's Report for the company.

BSE: 526568ISIN: INE696E01019INDUSTRY: Tea & Coffee

BSE   ` 34.15   Open: 34.15   Today's Range 34.15
34.15
+0.25 (+ 0.73 %) Prev Close: 33.90 52 Week Range 24.14
56.40
Year End :2024-03 

We have pleasure in presenting the Annual Report together with the Financial Statements of the Company for
the year ended 31st March, 2024.

Financial Results

The financial performance of the Company is summarized herein below:

(Amount in Rs.'000)

Particulars

31st March, 2024

31st March, 2023

Profit before Finance Cost, Depreciation andAmortization & Tax

18748.05

1027.06

less: finance cost

41.06

41.90

Depreciation and amortization

409.96

355.27

Profit/ (Loss) before Tax

18297.03

629.89

Less:tax expense

Current tax

2854.34

2613.08

For earlier years

(1320.44)

-

Deferred tax

1549.10

(348.50)

Profit/(Loss) for the year

15214.03

(1634.69)

Other Comprehensive Income

129.57

(55.80)

Total Comprehensive Income for the year

15343.60

(1690.49)

Review of Operations

Revenues with other income for financial year ended 31st March, 2024 stood at Rs. 3,42,29,691/- and profit
before tax at Rs. 1,82,97,036.94/- and profit for the year after tax was Rs. 1,52,14,040.47/-.

Dividend & Reserves

To conserve the resources of the Company, no dividend is recommended for the Financial Year under reference
and the Company has not transferred any amount to the General Reserve during the financial year ended
31st March, 2024. Subsidiaries/Associate Companies The Company does not have any Subsidiary or Associate
Company.

Directors & KMP

The Board consists of non-executive directors including independent directors who have wide and varied
experience in different disciplines of corporate functioning.

In terms of Articles of Association of the Company read with section 150, 152 of the Companies Act, 2013, Shri
Yashwant Kumar Daga (DIN:00040632), is retiring by rotation at the ensuing Annual General Meeting and being
eligible offered himself for re-appointment. The Board recommends his re-appointment to the members of the
Company in the ensuing Annual General Meeting.

Smt. Santosh Devi Mall (Din: 07094393) Non-Executive Non-Independent Director, has resigned from the
directorship of the Company w.e.f. April 06, 2023.

Based on the recommendation of the Nomination & Remuneration Committee, the Board at its meeting held
on 6th April, 2023 had approved the appointment of Smt. Sujata Pandey as Company Secretary and Compliance
Officer (Key Managerial Personnel) w.e.f. 6th April, 2023.

The brief resume and other details relating to the Directors, who are to be appointed/ re-appointed as required
under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(Listing Regulations) and Secretarial Standard on General Meetings (SS-2) are provided in the Notice of the
Annual General Meeting forming part of the Annual Report.

Declaration from Independent Directors

All Independent directors have submitted their declaration under section 149(7) of the Companies Act, 2013
that they meet the criteria of Independence as provided under section 149(6) of the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015.

Nomination & Remuneration Policy

The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 and in terms of Regulation
19(4) of the SEBI Listing Regulations has formulated a policy on Nomination and Remuneration for its Directors,
Key Managerial Personnel and senior management and the said policy was amended from time to time. The
detail of the said policy is annexed herewith and marked as Annexure I forming part of this report. The complete
policy is available at the website of the Company at http://longviewtea.org/investor/Nomination%20&%20
Remuneration%20Policy..pdf

Directors' Responsibility Statement

In accordance with the provisions of section 134(5) with respect to Directors' Responsibility Statement, the
Board hereby confirms and submits that:—

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures;

(b) 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 profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records
for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) 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,

(f) 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.

Number of Board Meetings

During the year five Board meetings were held on 06.04.2023, 20.04.2023, 13.07.2023, 01.11.2023, 11.01.2024
in respect of which proper notices were given and the proceedings were duly recorded in the minutes book
maintained for the purpose. The intervening gap between any two consecutive meetings did not exceed
the gap of 120 days as prescribed by the Companies Act, 2013 and SEBI ( Listing Obligations and Disclosure
Requirements), Regulations 2015. The details of attendance of the directors at the Board Meetings during the

year 2023-2024 is given hereunder:

Name

Number of meetings attended

Pradip Kumar Daga

1

Yashwant Kumar Daga

5

Bajrang Agarwal

5

Hemlata Jhajharia

5

Pursuant to the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors was held
on 11th January 2024 without the attendance of non-independent Directors and members of the management
to review the performance of Non-Independent Directors and the Board as whole. The Independent Directors
also reviewed the quality, content and timeliness of the flow of information between the Management and the
Board and its' Committees which is necessary to effectively and reasonably perform and discharge their dues.

Board Evaluation

Pursuant to the Provisions of the Companies Act, 2013 the Board of Directors have carried out the performance
evaluation for the Board, Committees of the Board, individual Directors of the Company for the Financial Year
ended 31st March, 2024.

The Board of Directors expressed their satisfaction with the evaluation process. Performance Evaluation of
Independent Directors were done by the entire Board excluding the Independent Director being evaluated.

Internal Financial Control and their adequacy

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures. The internal auditor monitors and evaluates the efficacy and adequacy of internal
control systems in the Company.

Corporate Governance & Management Discussion & Analysis

The Company is having a Paid-up equity share capital not exceeding Rs. 10 crore and Networth not exceeding
Rs. 25 crore and hence as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Corporate Governance requirements as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation
(2) of Regulation 46 and Para C, D and E of Schedule V of the Listing Regulations are not applicable to the
Company. Thus, a report on Corporate Governance does not form part of this report.

Pursuant to SEBI Listing Regulations, report on Management Discussion and Analysis has been enclosed as part
of Board's Report.

Auditors' and their Report

M/s. V Singhi & Associates (Firm Registration No.311017E), Statutory Auditors, were re-appointed as Statutory
Auditor of the Company at the Annual General Meeting of the Company held on 29th June, 2022 to hold office
until the conclusion of the Annual General Meeting to be held in the year 2027. The Auditors Report does not
contain any reservations, qualifications, or adverse remarks and are self-explanatory.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, the Company had appointed Shri Pravin
Kumar Drolia, Proprietor of Drolia & Co.( Company Sectary in whole time Pratice) for conducting the Secretarial
Audit of the Company for the financial year 2023-24. The Secretarial Audit Report, pursuant to Section 204(1) of
the Companies Act, 2013, for the financial year ended 31st March, 2024 is given in Annexure II attached hereto
and forms part of this report.

The Secretarial Audit report for the financial year ended 31st March, 2024 does not contain any reservation,
qualification or adverse remarks and forms part of the Board's Report.

Cost Audit

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148
of the Companies Act, 2013, is not required by the Company.

Audit Committee

The Audit Committee of the Company was constituted by Board. The Committee comprises of Shri Bajrang
Agarwal as Chairman, Shri Pradip Kumar Daga, & Smt. Hemlata Jhajharia as Members. The Company Secretary
is the Secretary of the Committee. During the year, there are no instances where the Board had not accepted
the recommendations of the Audit Committee

Vigil Mechanism /Whistle Blower Policy

The Company has formulated a Vigil Mechanism / Whistle Blower Policy for the directors and employees to
report genuine concerns about instance of any irregularity, unethical or improper practices and/ or misconduct
by means of Protected Disclosure to the Vigilance and Ethics Officer or the Chairman of the Audit Committee.
The details of the vigil mechanism are also available on the Company's website at http://longviewtea.org/
investor/Vigil%20Mechanism.pdf

Risk Management

The Board has approved and implemented Risk Management Policy of the Company including identification
and element of risks. Your Directors periodically reviews and identifies the element of risk, if any, which may
threaten the existence of the Company. During the year no risk existed which may threaten the existence of
the Company.

Corporate Social Responsibility

The Company is not falling in any of the criteria provided under the provisions of Section 135 of the Companies
Act, 2013, for forming the Corporate Social Responsibility Committee, therefore, such committee has not been
formed by the Company and the requirement of clause (o) of sub-section (3) of Section 134 of the said act are
not applicable to the Company

Deposits

The Company has not accepted any deposit from the Public and as such there are no outstanding deposits in
terms of the Chapter V of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Loans, Guarantees & Investments

The particulars of loans, guarantees and investments have been disclosed in the notes to the financial
statements of the Company.

Related Parties Transactions

All related party transactions entered during the financial year were in ordinary course of business and on
arm's length basis. There have been no transactions with the related parties during the financial year which
were in conflict with the interests of the Company. There have been no materially significant related party
transactions between the Company and the Directors, the management or relative except for those disclosed
in the financial statements. Therefore, Form AOC-2 is not applicable. Suitable disclosures as required by the
Accounting Standard (Ind AS - 24) has been made in the notes to the Financial Statements.

Change in the Nature of Business

No change has been made in nature of business carried out by the Company during the financial year 2023-24.
Material Changes Affecting Financial Position of the Company

No material Changes or commitments, affecting the financial position of the Company have occurred between
the end of the financial year of the Company, to which the financial statements relate i.e. 31st March, 2024 and
date of Board's Report.

Significant and Material Orders Passed By the Regulators or Courts

There are no significant material orders passed by the Regulators/Courts which would impact the going concern
status of the Company and its future operations.

Conservation of Energy, Research and Development, Technology Absorptions and Foreign Exchange
Earnings and Outgo

The Company is in the trading business and has no manufacturing unit. The information pertaining to
conservation of energy, technology absorption , as required under the Companies Act, 2013, read with the
Companies (Accounts) Rules 2014 is not applicable to the Company. During the year there was no Foreign
exchange earnings and Outgo

Particulars of Remuneration of Managerial Personnel and Employees and Related Disclosure

The information required under section 197 of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below.

a. Ratio of remuneration of each director to the median remuneration of the employees of the Company for
the financial year: None of the Director is being paid remuneration except the sitting fees.

b. Percentage increase in the remuneration of Chief Executive Officer, Chief Financial Officer, Company
Secretary in the financial year 2023-2024:

S l .
No.

Name

Designation

%increase in remuneration in the FY 2023-24

1.

Shri Joydeep Pattanayak

Chief Executive Officer

10.71

2.

Smt. Sujata Pandey

Company Secretary

-1

3.

Shri Vikas Joshi

Chief Financial Officer

18.88

e. Average percentile increase already made in the salaries of employees other than the managerial personnel
in the last financial year and its comparison with the percentile increase in the managerial remuneration
and justification thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration: Nil because there are no other employees in the Company other than the key
managerial personnel.

f. The Company affirms that remuneration is as per the Remuneration policy of the Company.

The details as required pursuant to provisions of sub-rule (2) and (3) of Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any amendment and
re-enactment thereof) and forming part of this report is given in separate annexure to this Report.

The said annexure is not being sent along with this Report to the Members of the Company in line with the
provisions of Section 136 of the Companies Act, 2013. Any member interested in obtaining a copy of the
said statement may write to the Company Secretary at the Registered Office of the Company. The aforesaid
annexure is also available for inspection by the Members at the Registered office of the Company, twenty-
one days before the 145th Annual General Meeting and up to the date of the said Annual General Meeting
during business hours on working days.

Further none of the employee was drawing in excess of the limits laid down in Rule 5(2) of the Companies
Appointment and Remuneration of Managerial Personnel) Rules, 2014 which needs to be disclosed in the
directors report.

Also, none of the employees listed in the said Annexure is a relative of any Director of the Company. None
of the employees hold (by himself/herself or along with his/her spouse and dependent children) equity
shares of the Company.

Internal Complaint Committee

The Company is committed to provide a safe and conducive work environment to its employees. Due to
having less than 10 workers, Internal Complaint Committee has not been constituted under The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Also the Company
has not received any complaint under The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, during the year.

Extract of the Annual Return

Pursuant to section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return as
on March 31,2024 is available on the Company's website at http://longviewtea.org/investor/Annual%20
Return_2024.pdf

Compliance with Secretarial Standards

The Company has complied with applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.

Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and cooperation received
from the Members and employees during the year under review.

For and on behalf of the Board of Directors

Place: Kolkata Yashwant Kumar Daga Bajrang Agarwal

Dated: 03/05/2024 Director Director

(DIN: 00040632) (DIN:01017092)

1

Sujata Pandey was appointed as Company Secretary & Compliance Officer, w.e.f. April 06, 2023 i.e. during
the financial year 2023-24, hence, percentage increase is not applicable .

c. Percentage increase in the median remuneration of employees in the financial year : 10.71%

d. Number of permanent employees on the rolls of the Company: 3