To the Members
Your Directors present the 145th Annual Report of the Company togetherwith the Audited Standalone and Consolidated Financial Statements for the year ended 31stMarch 2019.
FINANCIAL PERFORMANCE (Amount in `)
| ||Standalone ||Consolidated |
| ||31.03.2019 ||31.03.2018 ||31.03.2019 ||31.03.2018 |
|Revenue from Operations ||950164253 ||1001283996 ||1008030427 ||1064968622 |
|Other Income ||90575609 ||66156452 ||68772656 ||60810234 |
|Total ||1040739862 ||1067440448 ||1076803083 ||1125778856 |
|Profit/(Loss) before Depreciation Finance Cost & Tax ||3318819 ||5071893 ||(27419134) ||(3457471) |
|Less : Depreciation ||63238132 ||64361092 ||75247174 ||78492201 |
|Less : Finance Cost ||64186709 ||75352509 ||68007384 ||80977723 |
|Profit/(Loss) before Tax ||(124106022) ||(134641708) ||(170673692) ||(162927395) |
|Less : Tax Expense (including ||(13155464) ||(16979761) ||(11681705) ||(19340531) |
|Deferred Tax) || || || || |
|Profit/(Loss) after Tax ||(110950558) ||(117661947) ||(158991987) ||(143586864) |
|Other Comprehensive Income ||(1579802) ||8735700 ||(2023062) ||9546000 |
|(Net of Tax) || || || || |
|Total Comprehensive Income ||(112530360) ||(108926247) ||(161015049) ||(134040864) |
|Less : Non-Controlling Interest ||- ||- ||2281260 ||368851 |
|Total Comprehensive Income attributable to owners of the Company ||(112530360) ||(108926247) ||(163296309) ||(134409715) |
The financial statements have been prepared in accordance with theIndian Accounting Standards (Ind AS) as prescribed by Ministry of Corporate Affairspursuant to Section 133 of the Companies Act 2013 read with Companies (Indian AccountingStandards) Rules 2015 as amended.
DIVIDEND & RESERVES
In view of the losses incurred by the Company the Board of Directorsregret their inability to propose any dividend for the year ended 31st March 2019.
The Company has not transferred any amount to the General Reserveduring the financial year ended 31st March 2019.
Your Company produced 5400691 Kgs. of Tea during the year as against5614825 Kgs. produced during the year 2017-18 a decrease of 214134 Kgs. from theprevious year; 251127 Kgs. of Coffee during the year as against 243590 Kgs. during theyear 2017-18 an increase of 7537 Kgs. from the previous year and 620584 Kgs. of Rubberduring the year as against 860101 Kgs. produced during the year 2017-18 a decrease of239517 Kgs. from the previous year.
The Company has incurred capital expenditure amounting to `297.11lacs during the year ended 31st March 2019 as compared to `255.15 lacs for thesame period last year.
The issued subscribed and paid-up share capital of the Company as on31st March 2019 stood at ` 41422010 divided into 4142201 Ordinary Shares of `10each fully paid-up. During the year under review there has been no change in the capitalstructure of the Company and neither the Company has granted any stock options and sweatequity. As on 31st March 2019 none of the Directors of the Company hold instrumentsconvertible into equity shares of the Company.
The Company has not accepted any public deposits and as such no amounton account of principal or interest on public deposits was outstanding as on the date ofthe Balance Sheet.
LOANS GUARANTEES AND INVESTMENTS
The particulars of loans guarantees and investments made under section186 of the Companies Act 2013 have been disclosed in the notes of the financialstatements for the year ended 31st March 2019.
RELATED PARTY TRANSACTIONS
As required under the SEBI (LODR) Regulations 2015 related partytransactions are placed before the Audit Committee for approval. Wherever required priorapproval of the Audit Committee is obtained on an omnibus basis for continuoustransactions. All the related party transactions are entered on arm's length basisand are in ordinary course of business in compliance with the applicable provisions of theCompanies Act 2013 and the SEBI (LODR) Regulations 2015. There are no materiallysignificant related party transactions made by the Company with promoters directors orkey managerial personnel etc. during the year which might have potential conflict with theinterest of the Company at large. The policy on Related Party Transactions has beenuploaded on the website of the Company and can be accessed at http://www.joonktolleetea.in/downloads/party_transactions_policy. pdf.
SUBSIDIARY & ASSOCIATE COMPANIES
The Company as on 31st March 2019 has two subsidiary companies namelyKeshava Plantations Pvt. Ltd. and Pranav Infradev Co. Pvt. Ltd. and one associate companynamely The Cochin Malabar Estates And Industries Ltd.
During the year under review M/s. Cowcoody Builders Pvt. Ltd. hasceased to be a subsidiary of the Company.
Pursuant to the provisions of Section 129(3) of the Companies Act2013 a statement containing salient features of the financial statements of theCompany's Subsidiaries and Associate in Form AOC-1 is attached to the financialstatements of the Company.
Pursuant to the provisions of Section 136 of the Companies Act 2013the financial statements of the Company consolidated financial statements alongwith therelevant documents and separate audited accounts in respect of Subsidiaries are availableon the website of the Company. These documents will also be available for inspection onall working days during business hours at the Registered Office of the Company. Thepolicy on material subsidiaries is available on the website of the Company and can beaccessed at http://www. joonktolleetea.in/downloads/ material_subsidiaries_policy.pdf.
CONSOLIDATED FINANCIAL STATEMENTS
The audited consolidated financial statements of the Company togetherwith Auditors' Report for the year ended 31st March 2019 forms part of this Report.
In accordance with the provisions of Section 134(3)(a) of the CompaniesAct 2013 an extract of the Annual Return in the prescribed format is provided in Annexure A forming part of this Report. The Annual Return of the Company will beavailable on the website of the Company at www.joonktolleetea.in
AUDITORS AND AUDITORS' REPORT Statutory Auditors
M/s. JKVS & Co. (Firm Registration No.318086E) [formerly known asJitendra K. Agarwal & Associates] Chartered Accountants were appointed as StatutoryAuditors of the Company at the Annual General Meeting held on August 31 2017 to holdoffice till the conclusion of the Annual General Meeting for the Financial Year 2021-22.Your Company has received a certificate from M/s. JKVS
& Co. Chartered Accountants confirming the eligibility to continueas Auditors of the Company in terms of the provisions of Section 141 of the Companies Act2013 and the Rules framed thereunder. They have also confirmed that they hold a validcertificate issued by the Peer Review Board of the ICAI as required under the provisionsof Regulation 33 of the Listing Regulations.
The Auditors' Report on the Standalone and Consolidated FinancialStatements for the Financial Year ended 31st March 2019 does not contain anyqualification reservation or adverse remark.
The Board of Directors of the Company had appointed M/s. MKB
& Associates Company Secretaries to carry out secretarial auditfor the financial year 2018-19 in terms of the provisions of Section 204(1) of theCompanies Act 2013 and Rules made thereunder. The Secretarial Audit Report for theFinancial Year 2018-19 is provided in the Annexure B forming part of thisreport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark.
On the recommendation of the Audit Committee and in compliance with theprovisions of Section 148 of the Companies Act 2013 read with the Companies (Audit &Auditors) Rules 2014 the Board has appointed M/s. D. Sabyasachi & Co. CostAccountants as Cost Auditors for conducting the audit of cost records of the Company forthe Financial Year 2019-20. In accordance with Section 148(3) of the Companies Act 2013read with Rule 14 of the Companies (Audit & Auditors) Rules 2014 the remunerationpayable to the Cost Auditors for the Financial Year 2019-20 would be placed at the ensuingAnnual General Meeting for approval.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The particulars as prescribed under Clause (m) of Sub-Section (3) ofSection 134 of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts)Rules 2014 relating to conservation of energy technology Absorption and foreignexchange earnings and outgo is provided in Annexure C forming part of thisReport.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 the Board of Directors ofyour Company has constituted a CSR Committee and has simultaneously approved and adopted aCSR policy based on the recommendations of the CSR Committee.
The Annual Report on CSR activities as required under Companies(Corporate Social Responsibility Policy) Rules 2014 is provided in Annexure Dforming part of this Report. Your Company also continues its welfare activities byparticipating in various projects sponsored by TAI ITA ABITA TOKLAI UPASI KPA in theStates of Assam Karnataka & Kerala and also directly contributes to the area'ssocial causes. The policy on Corporate Social Responsibility has been uploaded on thewebsite of the Company and can be accessed at http://www.joonktolleetea.in/downloads/corporate_social_ responsibility_policy.pdf.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Articles of Association of theCompany read with Section 152 of the Companies Act 2013 Smt. Pushpa Devi Bangur willretire by rotation at the forthcoming Annual General Meeting and being eligible offerherself for re-appointment. Shri M.K. Daga and Shri J.K. Surana were appointed asIndependent Directors of the Company for five consecutive years for a term upto 31stMarch 2019. On the recommendation of the Nomination and Remuneration Committee the Boardin its meeting held on 15th May 2019 has recommended their reappointment as IndependentDirectors for a term of five years w.e.f. 1st April 2019 who shall not be liable toretire by rotation. The Board is of the opinion that their association would be of immensebenefit to the Company and it is desirable to avail their services as IndependentDirectors. As they are seeking re-appointment the resume and other information asrequired by Regulation 36 of the SEBI (LODR) Regulations 2015 have been given in thenotice convening the ensuing Annual General Meeting. Shri M.M. Pyne was appointed asIndependent Director for five consecutive years for a term upto 31st March 2019 and he isnot seeking re-appointment.
Independent Directors have submitted their disclosures to the Boardthat they meet the criteria as stipulated in Section 149(6) of the Companies Act 2013 andin accordance with the SEBI (LODR) Regulations 2015.
Independent Directors have been familiarized with the nature ofoperations of the Company and the industry in which it operates and business module of theCompany. The details of the familiarization programme have been posted on the website ofthe Company and can be accessed at http://www.joonktolleetea.in/downloads/familiarisation_programme.pdf. During the year Shri MukundanRaman Chief Operating Officer has been appointed as Manager in the category of KeyManagerial Personnel w.e.f. 1st November 2018 for a period of three years subject toapproval of shareholders at the ensuing Annual General Meeting. The Company has three KeyManagerial Personnel being Shri Mukundan Raman Manager Shri Sayansiddha Das ChiefFinancial Officer and Shri S. Bagree Manager (Finance) & Company Secretary.
NUMBER OF BOARD MEETINGS HELD
The Board met four times during the financial year the details ofwhich are given in the "Report on Corporate Governance" forming part of thisAnnual Report.
Pursuant to the provisions of the Companies Act 2013 Regulation17(10) of the SEBI (LODR) Regulations 2015 and Guidelines Note on Board Evaluation issuedby SEBI the Board of Directors have carried out the performance evaluation for the BoardCommittees of the Board individual Directors including the Chairman of the Company forthe Financial Year ended 31st March 2019.
The Board of Directors expressed their satisfaction with the evaluationprocess.
COMMITTEES OF THE BOARD
Audit Committee : The composition number of meetings heldattendance and terms of reference of the Audit Committee has been furnished in theCorporate Governance Report forming part of this Annual Report.
Nomination and Remuneration Committee : The composition number ofmeetings held attendance and terms of reference of the Nomination and RemunerationCommittee has been furnished in the Corporate Governance Report forming part of thisAnnual Report.
Stakeholders' Relationship Committee : The composition numberof meetings held attendance and terms of reference of the Stakeholders' RelationshipCommittee has been furnished in the Corporate Governance Report forming part of thisAnnual Report.
NOMINATION AND REMUNERATION POLICY
The Board has adopted a Remuneration Policy for identificationselection appointment and payment of remuneration to Directors Key Managerial Personnel(KMP) and Senior Managerial Personnel (SMP) of the Company. The policy enumerates thepowers roles and responsibilities of the Nomination and Remuneration Committee.
The Remuneration Policy aims to enable the Company to attract retainand motivate qualified members for the Board and other executive level. It ensures thatthe interest of Board members and senior executives are aligned with the business strategyand risk tolerance objectives values and long term interests of the Company. TheNomination and Remuneration Committee along with Board reviews on an annual basisappropriate skills characteristics and experience required of the executives for thebetter management of the Company. The Company has a credible and transparent framework indetermining the remuneration of Wholetime Directors KMPs and SMPs. Remuneration toDirectors is paid within the limits as prescribed under the Companies Act 2013 and asapproved by the members of the Company. The Company pays remuneration to Non-ExecutiveDirectors by way of sitting fees. The aforesaid Remuneration policy has been uploaded onthe website of the Company and can be accessed at http://www.joonktolleetea.in/downloads/remuneration _policy.pdf.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of provisions of Section 134(3)(c) of the Companies Act 2013your Directors confirm that: i) in the preparation of the annual accounts the applicableAccounting Standards have been followed and there has been no material departure; ii) theselected Accounting Policies were applied consistently and the Directors made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at March 31 2019 and of the losses of the Company forthe year ended on that date; iii) proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; iv) the annual accounts have been prepared on agoing concern basis; v) the internal financial controls have been laid down and suchinternal financial controls are adequate and are operating effectively; and vi) theCompany has adequate internal systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
In compliance with the provisions of Section 177(9) of the CompaniesAct 2013 and SEBI (LODR) Regulations 2015 the Company has framed a Whistle BlowerPolicy / Vigil Mechanism for Directors and Employees for reporting genuine concerns aboutany instance of any irregularity unethical practice and/ or misconduct.
The details of the Whistle Blower Policy / Vigil Mechanism are postedon the Company's website and can be accessed athttp://www.joonktolleetea.in/downloads/ whistle_blower_ policy.pdf.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at work place andhas adopted a policy in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013 and the Rules thereunder forprevention prohibition and redressal of complaints of sexual harassment at workplace.There were no cases of sexual harassment reported during the year.
The policy on Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 has been uploaded on the website of the Company andcan be accessed at http://www.joonktolleetea.in/downloads/sexual_ harassment_policy.pdf.
The Company has laid down well defined risk management mechanismcovering the risk exposure potential impact and risk mitigation process. The Boardperiodically reviews the risks and suggests steps to be taken to control and mitigate thesame through a properly defined frame work.
INTERNAL FINANCIAL CONTROL
For ensuring methodical and efficient conduct of its business theBoard has adopted policies and procedures. Thus it ensures on the one hand safeguardingof assets and resources of the Company prevention and detention of frauds and errorsaccuracy and completeness of the accounting records timely preparation of financialdisclosures and on the other hand encourages the improvement of the operationalperformance of the Company.
The Internal Audit of the Company was carried out by M/s. Singhi &Co. Chartered Accountants. The Audit Committee of the Board reviews the Internal AuditReport and corrective actions taken on the findings are also reported to the AuditCommittee.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review the Company has duly complied with theapplicable provisions of the Secretarial Standards issued by The Institute of CompanySecretaries of India (ICSI).
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review isprovided in Annexure E forming part of this Report.
The Company has adopted the Corporate Governance Policies and Code ofConduct which set out the principle of running the Company with fairness transparency andaccountability. A report on the Corporate Governance forming part of the Directors'Report is attached. A certificate from a Practicing Company Secretary regarding complianceof the Corporate Governance is given in the Annexure F forming part of thisReport.
SAFETY HEALTH & ENVIRONMENT
The Company has committed to maintaining highest standard of safetyhealth environment protection and has complied with all applicable statutory requirementsand prevention of pollution. It always strives to keep the estates greener and cleaner andcommitted to the safety and health of its employees.
The Board desires to place on record its appreciation for the supportand co-operation that the Company has received from suppliers brokers customers andothers associated with the Company as its enterprise partners. The Company has alwayslooked upon them as partners in its progress and has happily shared with them rewards ofgrowth. It will be Company's endeavor to build and nurture strong links with tradebased on mutuality respect and co-operation with each other.
AWARDS & RECOGNITIONS
The Company has been accredited with ISO 9001:2008 certificationby SGS U.K.
Joonktollee Tea Estate in Assam has been accredited with ISO22000 : 2005 certification by SGS Switzerland.
Goomankhan Tea Estate in Karnataka has been accredited with ISO9001:2008 & HACCP certification by SGS.
Pullikanam Tea Estate has bagged The Golden Leaf Awards for theleaf fannings and dust categories for 2018.
The Company has domestic credit ratings of BB + Stable from CARE forits banking facilities.
OTHER DISCLOSURES i) There were no material changes and commitmentsaffecting the financial position of the Company occurring between the end of financialyear and the date of this Report. ii) There is no change in the nature of business of theCompany. iii) There were no significant and material orders passed by regulator or courtsor tribunals impacting the going concern status and Company's operation in future.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act 2013read with rule 5(1) of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules 2014 is provided in Annexure G forming part of this Report.
None of the employees of the Company fall within the purview of theinformation required under Section 197 read with Rules 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 during the Financial Year.
Your Directors take this opportunity to thank the Banks Central andState Government authorities Regulatory authorities Stock Exchanges and the stakeholdersfor their continued cooperation and support to the Company. Your Directors also wish torecord their appreciation for the continued co-operation and support received from theemployees of the Company.
| ||On behalf of the Board |
|Place : Kolkata ||H.Bangur |
|Date : 15th May 2019 || |