The Directors have pleasure in presenting their Forty-Third Annual Report and Accountsfor the year ended 31st March 2019.
|FINANCIAL RESULTS || || |
| || ||(Rs. In Millions) |
|Particulars ||Year ended 31st March 2019 ||Year ended 31st March 2018 |
|Revenue from Operations ||7487.88 ||7305.74 |
|Profit before taxation ||256.60 ||488.55 |
|Tax Expense ||161.66 ||171.33 |
|Profit for the year ||94.94 ||317.22 |
|Other Comprehensive Income (net of tax) ||18.54 ||(50.81) |
|Total Comprehensive Income ||113.48 ||266.41 |
|Other Equity at year end ||2848.55 ||2852.25 |
During the year ended 31st March 2019 there is no change in the issuedsubscribed and paid up share capital of the Company. The paid up capital as on 31stMarch 2019 stood at Rs. 216 million divided into 21600000 Equity Shares of Rs.10/- each.
TRANSFER TO RESERVE
Your Directors do not propose to transfer any amount to the General Reserve for thefinancial year ended 31st March 2019.
Your Directors have recommended a dividend of Rs. 4/- per share (40%). On approval atthe forthcoming Annual General Meeting dividend will be paid to those members whose namesappear in the Register of the Company on Record date ie. on Friday the 19th July 2019subject however to the provision of Section 126 of the of the Companies Act 2013. Thisequity dividend has not been included as a liability in the financial statement.
INDUSTRY STRUCTURE AND DEVELOPMENT OPPORTUNITIES & THREATS OUTLOOK RISK ANDCONCERN
The production of World Tea Crop stood at 5856 Million kgs (provisional) in 2018 ascompared to 5697 million kgs in 2017. Indian Tea Crop was approx 1348.75 Million kgs;against 1278 million kgs. last year the increase resulting from well distributed rainfalland better harvesting patterns. (source: International Tea Committee and Indian TeaAssociation respectively).
India is one of the several major tea producing centres of the world with tea producedin the country being one of the finest in the world. One of the oldest industries theIndian tea industry has a large network of retailers distributors producers packersexporters and auctioneers. The reasons behind the popularity of Indian tea are not far tosee Indian tea owe its greatness to a host of factors from a great geographicalspread strong investments in tea processing facilities calculated market developmentconstant innovation to a mix of high quality products. Global consumption of tea is likelyto grow because of growing population and perception of the Consumer towards tea asnatural health and wellness beverage.
Industry is experiencing rising input cost increase in workers wage and relatedexpenses which is a challenge. Such increase in cost can only be set off by focusedmechanization of estates operations and by improving the quality. This in turn will alsoresult in global demand.
Identifying of risk is a continuous process which then leads to evaluating and managingsignificant risks faced through risk analysis process and risk mapping. The identifiedrisks are then grouped into "High" "Medium" and "Low" andaccordingly dealt with. The system is coordinated and designed to identify the key riskfactors. Thereafter the Audit Committee on a quarterly basis takes up the findings andenvisages on the means through which the identified risk can be mitigated. During thefinancial year under review no "high risk" were identified.
During the financial year under review your Company recorded own crop of 18.63 Mn kgs.tea as compared to 18.83 Mn kgs. in the previous year which is by and large similar toprevious year which was a record year by itself. The slight shortfall in crop is due tothe embargo imposed on plucking as per Tea Board Directive.
However the total manufactured crop along with purchased leaf for your Company stoodat 26.57 Mn kgs. vis--vis 24.03 Mn kgs. made last year which is approximately 10%higher than the previous year. A new dedicated Bought Leaf factory (Jogopur) wassuccessfully opened at our Danguajhar factory site adding 2 Mn kgs. to the production.Your Company recently acquired Harchurah Tea Estate in Assam from McLeod Russel IndiaLimited which is expected to add another 1 mn kgs to the total production of the Company.
The season started with higher prices than the previous year however it declinedslightly during the later part due to high volume of production.Darjeeling teas fetchedgood prices both in auctions and private sales. The average selling price during the yearwas 5.76% higher than the peers. The interim wage revision in Assam by 18.25% and WestBengal by 21.57% has created a general inflation in the Cost of Production by 11% &13% respectively without any compensatory increase in the market price. This has createdtremendous pressure on profitability. However your company has introduced a number ofmechanized activities in operations like Plucking Planting Uprooting & Spraying toincrease the productivity of labour to mitigate the high cost of production.
The Uprooting and Replanting Policy of your Company continued to remain in focus andhas further improved the percentage of tea plants below the age of fifty years which isapproximately 44.70% of the total area. Height reduction operation has been increased to3% of total area for better productivity. Uprooting of older tea areas which are unviableand replacing by higher yielding and better quality clones continues @ 2.5% per annum.
As part of a continuous up-gradation and modernization programme mechanization hasbeen further extended in areas of plucking spraying planting and pruning. During theyear 24% & 20% savings were achieved over last year on deployment of mandays onPruning and Uprooting operations respectively. This has largely contributed in meeting theshortfall caused by scarcity of workers in a given tea season. With prevailing droughtconditions every year additional irrigation equipment were installed on the estates alongwith creation of new Water Bodies to bring more tea area under irrigation coverage.
The Shade Nurseries and Vegetative Propagation Nurseries in the gardens are of goodstandard which is a key factor in developing a healthy plantation. The Afforestationprogramme was enhanced to maintain good ecological conditions on the estates. It hasalways been Your Companys endeavor to produce Quality teas which has continued tocommand a premium both in the domestic and international market. Production of premiumOrthodox Teas was increased with an aim to fetch better prices Factory infrastructure andmachinery was enhanced to meet the requirements.
Pests and disease were better controlled strictly adhering to the approved chemicalslisted under the Plant Protection Code. Usage of Compost and Vermicompost generatedin-house for nutrition to the plants has helped in two ways - to reduce usage of inorganicnitrogen and to enrich the soil. This helped your Company to adopt green and eco-friendlymeasures and to reduce emissions. Being governed by the restrictions for supply of teas tothe European Union your Company has voluntarily upgraded the standard further to all teasproduced by it. Twining UK has certified your Company to be a "CleanOrganisation" and placed it at the top most position in India in terms of MRLcompliance.
An experiment was carried out successfully in Thurbo Tea Estate to use gas firing as areplacement of coal firing which is considered as a cleaner fuel. This is to increase theefficiency of the firing as well as to expend on Green / Environment friendly projects.This will be extended to other factories also once found to be successful.
Five factories of your Company are FSSC 22000 certified. Your Company also has 2estates that have been audited for Fairtrade and the certification is awaited. Threeestates are certified under "Rainforest Alliance." Our endeavor to have all ourfactories certified under the new Indian "Trustea" certification is progressingsatisfactorily with several factories already certified. We are also in the process ofassisting our Bought Leaf Suppliers to be compliant under this certification. Your Companyalso participates in the Ethical Tea Partnership a global initiative.
The Instant Tea Plant at Aibheel Tea estate has largely contributed to the revenue ofyour Company. Apart from exporting 241 Metric tonnes it has sold a considerable quantityin the Domestic market as well with the DTA Sale permission.
The Consumer division has yet again shown good growth and the brands acquired fromGodfrey Philips have also been successfully inducted into the divisions portfolio.
SEGMENTWISE OR PRODUCTWISE PERFORMANCE DOMESTIC
The domestic sales for this year was 32.53 million kgs compared to previous years31.70 million kgs. The newly acquired Harchurah Tea Estate in Assam is graduallyaugmenting into the Groups philosophy of best quality Teas.
Consumer Division of the Company dealing with branded retail business registered apositive growth both in valume and value and maintained its market share. In theDarjeeling category the brands continued to be the market leader. Company continues to bepreferred supplier of its teas to AIR India Jet Airways Spicejet airline Costa Coffeebesides premium luxury hotels in the country. Your companys foray into lounges showpositive result and we continue to explore opportunities to increase the presence.
Total exports for the year stood at 4.91 million kgs as compared to 5.33 million kgs inthe previous year. Instant Tea performed satisfactorily with newer markets being tapped.Markets remain very protective and competitive and the plant continues to look at areaswhere cost can be reduced.
FINANCIALS WITH RESPECT TO OPERATIONAL PERFORMANCE
The Company maintained healthy profit and production level. Export sales of bulk teaand instant tea continued to contribute to the growth of the Companys businessalongwith an improved margin in branded teas.
DETAILS OF SIGNIFICANT CHANGES
The SEBI-LODR (Amendment) Regulation 2018 introduced the requirement of disclosingdetails of significant changes (i.e. change of 25% or more as compared to theimmedicately previous financial year) in the key financial ratios accordingly suchchanges are tabled below-
|Financial Ratios ||Variance ||Reasons for Variance |
|Net Profit Margin ||-58% ||Operating Costs increased sharply due to substantial wage increase in Assam and West Bengal. Further tea prices also reduced in the later part of the financial year thereby having an adverse effect on the margins. Finance costs increased due to higher borrowings. |
|Interest Coverage Ratio ||-67% ||Average working capital borrowing was higher during the year due to sharp rise in wages as well as higher production. Debt position at year end was higher due to higher working capital borrowings and loans taken for acquisition of tea estate in Assam. |
|Debt Equity Ratio ||169% || |
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Financial statements (i.e. Balance Sheet Profit & Loss Statement and Cash-FlowStatement together with notes) are prepared through the process which has automated aswell as manual controls to ensure accuracy of recording all transactions which have takenplace during any accounting period and the resultant financial position at period end.All data pertaining are recorded through ERP systems operating in tea estates as well ashead office. All data/transactions entered in systems are checked by various functionalpersonnel on the basis of supporting documents & records then the accounting entriesare checked by accounts personnel and finally those are validated by managerial personnel.At periodic intervals the accounting data are compiled and financial statements areprepared. While preparing the financial statements it is ensured that all transactionspertaining to the accounting period are recorded. Fixed assets stock of tea allsignificant items of stores and monetary assets are physically verified. The Company hasadopted policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Companys policies safeguarding of its assetsprevention and detection of fraud and errors accuracy and completeness of the accountingrecords and timely preparation of reliable financial disclosures. The position isreviewed by the Chief Internal Auditor along with independent firm of charteredAccountants to corroborate proper monitoring.
CHANGE IN NATURE OF BUSINESS IF ANY
There has been no change in the nature of business and the Company continues toconcentrate on its own business with growth plans in short to medium terms.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr Prodosh Kumar Sen Independent Director resigned with effect from close of businesson 31st March 2019 due to personal reasons. He has been associated with the Company sinceApril 2005 in the capacity of an Independent Director. In 2015 when the Companies Act2013 made it mandatory to have a requisite number of Independent Directors on the Boardhe was re- appointed for a fresh term of 5 years.
Mr. Saurav Adhikari has over 3 decades of experience across diverse businessesincluding International Markets has been inducted as an additional Independent Directorwith effect from 24th May 2019 In accordance with the provisions of theArticles of Association of the Company read with Section 152 of the Companies Act 2013Mr. Arjun Sengupta and Mrs Susan Ann Walker will retire by rotation at the forthcomingAnnual General Meeting and being eligible offer themselves for re-appointment. During theyear the Company had three Key Managerial Personnel being Mr. Atul Asthana ManagingDirector & CEO Mr. Arjun Sengupta Wholetime Director and CFO and Mr. SubrataBanerjee Sr. General Manager & Company Secretary.
STATEMENT OF DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS
All the Independent Directors have given declaration as per Section 149 (7) of theCompanies Act 2013 confirming that they meet the criteria of independence as laid downunder Section 149 (6) of the Companies Act 2013.
REPORT ON CORPORATE GOVERNANCE
The Company has complied with the Corporate Governance requirements under the CompaniesAct 2013 and as stipulated in Listing Regulations. A Report on Corporate Governancealongwith the Auditors Certificate regarding Compliance of Corporate Governance areattached as Annexure I and Annexure II respectively forming part of this Report.
DETAILS OF BOARD MEETINGS
The Board of Directors met 6 (six) times during the year on 24th May 2018 7thAugust 2018 17th September 2018 9th November 2018 12thFebruary 2019 and 29th March 2019. Further details on Board of Directors areprovided in the Corporate Governance Report.
COMMITTEES OF THE BOARD a. AUDIT COMMITTEE
The Audit Committee presently comprises of three Non-Executive Directors two of whomare Independent Directors. The Chairman of the Committee is an Independent Director. TheManaging Director Chief Financial Officer the Head of Internal Audit and therepresentative of the Statutory Auditors are Invitees to meetings of the Audit Committee.The Head of Internal Audit reports to the Audit Committee and the Company Secretary is theSecretary to the Committee. The representatives of the Cost Auditors are also invited tomeetings of the Audit Committee whenever matters relating to cost audit are considered.All members of the Committee are financially literate. Further details of Audit Committeeare given in the Corporate Governance Report.
Your Companys Whistleblower Policy encourages Directors and employees to bring tothe Companys attention instances of unethical behaviour actual or suspectedincidents of fraud or violation of the Code of Conduct that could adversely impact yourCompanys operations business performance and / or reputation. The Policy providesthat your Company investigates such incidents when reported in an impartial manner andtakes appropriate action to ensure that requisite standards of professional and ethicalconduct are always upheld. It is your Companys Policy to ensure that no employee isvictimised or harassed for bringing such incidents to the attention of the Company. Thepractice of the Whistleblower Policy is overseen by the Audit Committee and no employeehas been denied access to the Committee. The Whistle blower Policy is available on yourCompanys corporate website and can be accessed at Companys weblinkwww.goodricke.com/policies.
The details of Programme for familiarization of Independent Directors with the Company nature of Industry and other related matters are available on the weblink :www.goodricke.com/policies.
b. NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee presently comprises of three Non-ExecutiveDirectors two of whom are Independent Directors. The Chairman of the Committee is anIndependent Director. Further details of Nomination and Remuneration Committee are givenin the Corporate Governance Report. The Companys Policy relating to appointment ofDirectors payment of managerial remuneration Directors qualifications positiveattributes independence of Directors and other related matters as provided under Section178(3) of the Companies Act 2013 and Listing Regulations is attached to this report asAnnexure VI.
c. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The Committee seeks to guide the Company in integrating its social and environmentalobjectives with its business strategies and assists in crafting unique models to supportcreation of sustainable livelihoods. The Committee formulates & monitors the CSRPolicy and recommends to the Board the annual CSR Plan of the Company in terms of theCompanies Act 2013. The Corporate Social Responsibility Committee presently comprises twoIndependent Directors and the Managing Director & CEO who is a Member. The Chairman ofthe Committee is an Independent Director. The role of the CSR committee inter-aliaincludes : a. To formulate and recommend to the Board a Corporate Social ResponsibilityPolicy; b. To recommend the amount of expenditure to be incurred on the activitiesundertaken. c. To monitor the Corporate Social Responsibility Policy of the Company fromtime to time. d. Review the performance of the Company in the areas of Corporate SocialResponsibility activities. e. Review the Companies decisions on Corporate SocialResponsibility matters.
The names of the members of the Corporate Social Responsibility Committee includingits Chairman are provided hereinunder along with the number of Meetings and AttendanceDetails of the Committee Members during the financial year.
|Director ||Category of Directors ||Chairman/ Member ||No. of Corporate Social Responsibility Committee Meetings attended |
|Dr. (Mrs) Sudha Kaul ||Non Executive Independent ||Chairperson ||1 |
|Mr Kantanand Sinha ||Non Executive Independent ||Member ||1 |
|Mr Atul Asthana ||Managing Director & CEO ||Member ||1 |
The Committee has framed and the Board has approved the Companys Corporate SocialResponsibility Policy relating to the CSR activities to be undertaken by the Company asspecified in Schedule VII to the Companies Act 2013 and the expenditure thereonexcluding activities undertaken in the normal course of business of the Company. The saidCSR policy is available at the companys weblink www.goodricke.com/ policies. Thedetails about the policy developed and implemented by the Company on CSR initiativesundertaken during the year are enclosed as Annexure-III to the Boards Reportforming part of this Annual Report.
During the year under review the CSR Committee met once i.e. on 24th May2018 and all the members of the Committee were present in the meeting.
d. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee presently comprises of three Directors.The Chairman of the Committee is an Independent Director. Further details of StakeholdersRelationship Committee are available in the Report on Corporate Governance.
ANNUAL PERFORMANCE EVALUATION
The Securities and Exchange Board of India (SEBI) vide its circular No.SEBI/HO/CFD/CMD/CIR/P/ 2017/004 dated 5th January 2017 had issued a guidance note onBoard Evaluation which contained indicative criterion for evaluation of the Board ofDirectors its Committees and the individual members of the Board. Pursuant to theEvaluation Framework and the Amendment the Board evaluated the performance of the Boardits Committees and the Individual Directors for the financial year 2018-19. After theevaluation process was complete the Board was of the view that the performance of theBoard as a whole was adequate and fulfilled the parameters stipulated. The Board alsoensured that the Committees functioned adequately and independently in terms of therequirements of the Companies Act 2013 and the Listing Regulations and at the same timesupported as well as coordinated with the Board to help in its decision making. Theindividual Directors performance was also evaluated and the Board was of the viewthat the Directors fulfilled their applicable responsibilities and duties as laid down bythe Listing Regulations and the Companies Act 2013 and at the same time contributed withtheir valuable knowledge experience and expertise so as to make the Company well equippedto face the adverse challenges.
Further the SEBI(Listing Obligations and Disclosure Requirement)(Amendment)Regulations 2018 dated 9th May 2018 prescribed additional criterion to beincluded in the evaluation process for Independent Directors which includes performance ofDirectors fulfilment of independence and independence from the Management. The Board ofDirectors additionally evaluated the Independent Directors on such parameters in theirmeeting held on 24th May 2019. The Independent Directors who were subject to theevaluation has not participated in the process.
A copy of Annual Return pursuant to the provisions of Section 92 of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014forming a part of this Report attached as Annexure IV.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of Clause (c) of sub section 3 of Section 134 of theCompanies Act 2013 your Directors confirm that : (a) in the preparation of the annualaccounts for the year ended 31st March 2019 the applicable accountingstandards have been followed alongwith the proper explanations relating to materialdeparture if any.
(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company for the year ended 31st March2019 and of the profit and loss of the Company for that period; (c) the Directors hadtaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; (d) theDirectors had prepared the annual accounts on a going concern basis; (e) the Directorshad laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively; and (f) theDirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
AUDITORS AND AUDIT REPORT
M/s. Deloitte Haskins & Sells LLP Chartered Accountants (Firm Registration No.117366W/W-100018) were appointed as the Statutory Auditors of the Company in the AnnualGeneral Meeting held on 28th July 2016 subject to ratification in each year interms of Section 139 of the Companies Act 2013 till the conclusion of the Annual GeneralMeeting to be held in 2021 subsequently vide the Companies (Amendment) Act 2017 theprovision for ratification of appointment has been omitted.
The Statutory Audit Report does not contain any qualification reservation or adverseremarks.
The Cost accounts and records are maintained by the Company in terms of specificationsissued by the Central Government under Section 148(I) of the Companies Act 2013read withCompanies(Account) Rules 2014 In terms of Sub Section (3) of Section 148 of the CompaniesAct 2013 read with the Companies (Cost Records and Audit) Rules 2014 M/s. Shome &Banerjee Cost Accountants (Firm Registration No. 000001) has been appointed by the Boardof Directors in its meeting held on 12th February 2019 as the Cost Auditor ofthe Company for the financial year 2019-20 based on the recommendation of the AuditCommittee. The remuneration to be ratified by the Members in the ensuing Annual GeneralMeeting.
The Cost Audit Report for the year ended 31st March 2018 does not containany qualification reservation or adverse remarks.
In terms of Section 204 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 M/s. A. K. Roy & Co.Practicing Company Secretaries FCS 5684 CP No. 4557 had been appointed SecretarialAuditors of the Company for the year ended 31st March 2019. The report of the SecretarialAuditors is enclosed as Annexure-V to this report.
The Report does not contain any qualification reservation or adverse remark ordisclaimer which requires any further comments or explanations.
DISCLOSURE AS PER SECRETARIAL STANDARD (SS-1)
In terms of the requirement of Secretarial Standard (SS-I) at the meetings of the Boardof Directors it is confirmed that the Company has complied with applicable SecretarialStandards.
PARTICULARS OF COMPLIANCE OF CONTRACTS OR ARRANGMENTS MADE WITH RELATED PARTIES
The related party transactions entered during the year were in ordinary course ofbusiness and also on arms length basis in compliance with the applicable provisionsof the Companies Act 2013 and Listing
Regulations. There are no materially significant related party transactions made by theCompany with Promoters Directors or Key Managerial Personnel etc. which may havepotential conflict of interest with the Company at large. All related party transactionsare presented to the Audit Committee and the Board if required for approval. Omnibusapproval is obtained for the transactions which are foreseen and repetitive in nature. ThePolicy on Related Party Transactions as approved by the Board is uploaded on theCompanys website at the web link: www.goodricke.com/policies.
Accordingly disclosures of related party transactions in terms of Clause (h) of subsection (3) of Section 134 of Companies Act 2013 read with Rule 8 (2) of the Companies(Accounts) Rules 2014 in Form AOC 2 is not applicable. Transactions with relatedparties as per requirements of Accounting Standard are disclosed in the notes to theaccounts annexed to the financial statements.
LOANS GUARANTEES OR INVESTMENTS
The particulars of loans guarantees or investments made under section 186 of theCompanies Act 2013 are covered in the notes of the financial statement for the year ended31st March 2019.
HUMAN RESOURCES DEVELOPMENT
Your Company firmly believes that it is its people who energise and make theorganisation exceptional both in driving world-class performance as well as in fosteringand enhancing its reputational capital. Integral to your Companys approach to humanresource development is its distinctive Strategy of Organisation. Tea Industry is highlylabour intensive. Your Company has employed over 23600 personnel at its tea estates andother establishments in India. Employee relations remained satisfactory and the Companywould like to record the dedication and support received from the employees at all levelin maintaining smooth functioning during the said period.
ENABLING A GENDER FRIENDLY WORKPLACE
As a good corporate citizen the Company seeks to enhance equal opportunities for menand women prevent/stop/redress sexual harassment at the workplace and institute goodemployment practices. Processes and mechanisms are instituted to ensure that issues suchas sexual harassment at work place if any are effectively addressed. In terms ofrequirements of Section 4 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 Internal Complaints Committee have been constitutedin all the establishments to enquire into complaints and to recommend appropriate actionwherever required. Goodricke demands demonstrates and promotes professional behaviour andrespectful treatment of all employees. To sensitise employees and enhance awareness at allestablishments workshops are held at intervals during the year.
Status of complaints in the Financial year 2018-19
|No. of Complaints filed during the year ||NIL |
|No. of complaints resolved during the year ||NIL |
|No. of complaints pending as on 31.03.2019 ||NIL |
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There is no significant or material order passed by any Regulators or Courts orTribunals impacting the going concern status and Companys operations in future.
TRANSFER OF SHARES & DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND
The unclaimed dividend for the financial year 2010 and 2011 aggregating Rs. 713200/-and Rs. 694064/-respectively /- and the corresponding 7279 Equity Shares for 2010 and17929 Equity Shares for 2011 in respect of which dividend entitlements remained unclaimedfor seven consecutive years or more have been transferred by the Company to the InvestorEducation and Protection Fund established by the Central Government (IEPF) pursuant tothe provisions of Section 124 of the Companies Act 2013 read with the Investor Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016.
Shareholders may claim their unclaimed dividend for the years prior to and includingthe financial year 2009-10 and the corresponding shares from the IEPF Authority byapplying in the prescribed Form No. IEPF-5. This Form can be downloaded from the websiteof the IEPF Authority www.iepf.gov.in the access link of which is also available on theCompanys corporate website www.goodricke.com.
The unclaimed dividend for the undernoted years and the corresponding shares will betransferred by the Company to IEPF in accordance with the schedule given below.Communication has been sent to the concerned Shareholders advising them to write to theCompany or CB Management Services Private Limited to claim their dividend. Notices in thisregard have also been published in newspapers. Details of such unclaimed dividend andcorresponding shares are available on the Companys corporate website. Attention inparticular is drawn that the unclaimed dividend for the financial year 2012 and thecorresponding shares will be due for transfer to IEPF on 26.05.2020.
|Financial Year ||Date of Declaration of Dividend ||Total Dividend ||Unclaimed Dividend ||Due Date for Transfer to IEPF |
|2012 ||20.04.2013 ||86400000 ||736672 ||26.05.2020 |
|2013 ||11.04.2014 ||97200000 ||909743 ||17.05.2021 |
|2014 ||30.03.2015 ||97200000 ||953397 ||06.05.2022 |
|2015-16 ||28.07.2016 ||86400000 ||899684 ||03.09.2023 |
|2016-17 ||27.07.2017 ||97200000 ||1069281 ||02.09.2024 |
|2017-18 ||27.07.2018 ||97200000 ||679360 ||02.09.2025 |
Your Company has not accepted any deposits from public in terms of provisions containedin Chapter V of the Companies Act 2013.
PARTICULARS OF EMPLOYEES
The ratio of the remuneration of each Director to the median employeesremuneration and other particulars or details of employees pursuant to Section 197(12) ofthe Companies Act 2013 alongwith the names of top 10 employees in terms of remunerationdrawn read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended are attached to this Report as Annexure VII.
POLICY ON PREVENTION OF INSIDER TRADING
Securities and Exchange Board of India vide its notification dated 15th January 2015has notified SEBI (Prohibition of Insider Trading) Regulations 2015 to enforce witheffect from 120th day from the date of its notification. In terms of the said regulationCompany had formulated Code of Practices and Procedures for Fair Disclosure of UnpublishedPrice Sensitive Information and Code of Conduct for Prohibition of Insider Trading. TheBoard has adopted both the Codes at its meeting held on 12th May 2015. Further SEBI(Prohibition of Insider Trading) (Amendment) Regulations 2018 dated 31st December 2018specified for certain other amendments which has been duly incorporated in the Policy.
These Amendments included a structured digital database to be maintained containing thenames of such persons or entities as the case may be with whom information is shared underthis regulation along with the Permanent Account Number or any other identifier authorizedby law. Where Permanent Account Number is not available adequate internal controls andchecks such as time stamping and audit trails are required to be compounded to ensure nontampering of the database. The Company has successfully formulated such database.
In terms of the regulation Board has appointed Mr. S. Banerjee Sr. General Manager& Company Secretary as the Compliance Officer under the Code to deal withdissemination and disclosures of unpublished price sensitive information. The saidregulation is available at companys weblink www.goodricke.com/policies.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
(a) Conservation of energy
|(i) ||The steps taken or impact on conservation of energy ||i) Installation of low voltage LED lights to reduce Power Consumption. |
| || ||ii) Installation of Automatic Chasing machines to reduce running hours and to reduce cost. |
| || ||iii) Installation of (Variable Frequency Drive) in machinery in Processing equipments to reduce current amalgamation |
| || ||iv) Installation of higher efficiency CTC machines with energy efficient motors. |
| || ||v) Installation of energy efficient DG Setsvi) Installation of energy efficient Driers |
|(ii) ||The steps taken by the company for utilizing alternate sources of energy ||i) Effective usage of firewood in boilers of Gandrapara& Aibheel to reduce dependence on fossil fuel. |
| || ||ii) Effective running of CPC Solar unit in ITP. |
| || ||iii) Proposed installation of 100 KW Hydel Project in Badamtam T.G. in 2019. |
| || ||iv) Effective use of Biocompost Pallets in lieu of Coal in heaters. |
|(iii) ||The capital investment on energy conservation equipments ||i) Proposed installation of 100 KW Hydel Project in 2019 at Badamtam 20 million |
| || ||ii) Installation of LED lights 0.5 million |
| || ||iii) Installation of energy efficient motors & CTC machines & Driers DG Sets -11.60 million |
| || ||iv) Proposed installation of Gas firing in lieu of coal in Thurbo/Barnesbeg Cleaner & cheaper fuel - 3 million |
|(b) ||Technology absorption || |
|(i) ||The efforts made towards technology absorption ||a) Introduction of VFD in Rotorvane and Irrigation. |
| || ||b) Dependence on Hydro Electric Plant to run factories. |
| || ||c) Installation of high efficiency humidification system. |
| || ||d) Usage of low voltage LED lights. |
| || ||e) Usage of energy efficient Tractors & Lorries. |
|(ii) ||The benefits derived like product improvement cost reduction product development or import substitution ||a) Reduction of Pollution of Air. |
| || ||b) Reduction in Power Cost. |
| || ||c) With the introduction of efficient humidification system the better quality of teas could be produced. |
| || ||d) With the introduction of VFD in Rotorvane Irrigation Power cost could be reduced. |
| || ||e) With the introduction of Energy efficient DG Set the consumption of HSD could be reduced. |
| || ||f) With efficient Tractors & Lorries vehicle fuel has been reduced. |
|(iii) ||In case of imported technology (imported during the last three years reckoned from the beginning of the financial year). || |
| ||(a) the details of technology imported || |
|(b) the year of import; || |
|(c) whether the technology been fully absorbed ||NA |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof || |
|(iv) The expenditure incurred on Research and Development ||Rs. 14.420 million |
( c) Foreign exchange earnings and Outgo
During the year the foreign exchange outgo was Rs. 52.08 Million and the foreignexchange earning was Rs. 1237.85 million.
MATERIAL CHANGES AND COMMITMENTS
Your Directors confirm that there are no material changes and commitments affectingthe financial position of the company which has occurred between the end of the financialyear of the company and the date of this report.
Statements in this Management Discussion and Analysis Report describing theCompanys objectives projections estimates and expectations may be "forwardlooking statements" within the meaning of applicable securities laws and regulations.Actual results may differ materially from those expressed or implied due to factors beyondcontrol.
At Goodricke we aim to deliver long-term value for all our stakeholders withoutcompromising on integrity environmental and social obligations or regulatorycompliance. We consider stakeholder engagement as one of the fundamental building blocksto a successful sustainability strategy. As a responsible sector with deep-rootedsocietal involvement we engage closely with our valued stakeholder community whichencompasses our consumers employees shareholders local communities plantation workersand the natural resources we employ in our business. To ensure continual accountabilityGoodricke has clear governance structures management processes and policies in place. Wemaintain transparency and openness at every level of functioning within the companythereby assigning responsibility and accountability to individuals Board committees andmanagement teams.
Your Directors place on record their appreciation for employees at all levels who havecontributed to the growth and performance of your Company.
Your Directors also thank the business associates shareholders and other stakeholdersof the Company for their continued support.
| ||On behalf of the Board |
| ||Atul Asthana |
| ||Managing Director & CEO |
| ||(DIN 00631932) |
| ||Arjun Sengupta |
| ||Wholetime Director & CFO |
| ||(DIN 00631842) |
| ||Kantanand Sinha |
|Place : Kolkata ||Independent Director |
|Dated : 24th May 2019 ||(DIN 00123811) |