As on: May 03, 2024 10:34 PM
Dear Members,
Your Board of Directors has pleasure in presenting the 42nd Annual Report and the Audited Financial Statements for the year ended 31st March, 2019 together with the Independent Auditors' Report and the Secretarial Audit Report.
The Financial Results are set out below:
Financial Performance
The summarized Standalone and Consolidated results of your Company and its subsidiaries are given in the table below.
Financial Year ended (Rs. in lacs)
Standalone
Consolidated
Extract of Annual Return
As per the provisions of Section 92(3) of the Companies Act, 2013 (‘the Act'), read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT-9 is given in Annexure 1, forming part of this Report.
Details of Board meetings
During the year, 7 meetings of the Board of Directors were held, which includes a Meeting of the Independent Directors as required under the Act, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), and the Secretarial Standard I. The details of the Meetings are furnished in the Corporate Governance Report.
SIGNIFICANT EVENTS FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT
You may kindly recapitulate that the Company was under Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code (IBC), 2016, pursuant to an Order dated 26th October, 2017, passed by the Hon'ble National Company Law Tribunal, Guwahati Bench (NCLT). Complete details thereof have been reported to you in last year's Board's Report.
The Board of Directors of the Company continued to be as under:
Dr. B. R. Shetty - Chairman
Mr. Binay Raghuram Shetty - Director
Dr. (Mrs.) Chandrakumari Raghuram Shetty - Director
Mr. Prajit Vasudevan Maroli - Independent Director
Mr. Sanjay Jain - Independent Director
As required under the Law, Mr. Binay Raghuram Shetty being a Non-Resident Indian, has been appointed as Whole Time Director of the Company during the year under report.
Being a Non-Resident Indian his appointment is subject to approval of Shareholders and Central Government. Declaration by Independent Directors
Mr. Prajit Vasudevan and Mr. Sanjay Jain are the Independent Directors on the newly reconstituted Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in Section 149(6) of the Act and the Rules made thereunder about their status as Independent Directors of the Company.
The Company has received necessary declaration from each Independent Director of the Company under Section 149(6) & 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6). The Declaration is given in Annexure A.
Annexure A
I, being the Independent Director of the Company, hereby confirm that I meet the criteria of independence as provided under Section 149(6) of Companies Act, 2013.
Directors' Responsibility Statement
In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, (“the Act”) and, based upon the representations from the Management, the Board states that:
(a) in the preparation of the Annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the Management had 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 Management had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Management had prepared the annual accounts on a going concern basis; and
(e) the Management in the case of a listed company, had 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 Management had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Nomination and Remuneration Committee of the Company
The Company has reconstituted its Nomination and Remuneration Committee of the Board and has adopted the Remuneration Policy for the appointment and remuneration of the Directors, Key Managerial Personnel and other Senior Executives of the Company along with other related matters, which has been formulated in terms of the requirement of the Companies Act, 2013, the Listing Agreement and the Listing Regulations. The Policy is uploaded on the Company's website (URL:www.assamco.com).
Particulars of Loans, Guarantees or Investments
Particulars of Loans, Guarantees or Investments made during the year as required under Section 186 of the Companies Act, 2013, are provided in the notes to Financial Statements.
Related Party Transactions
All Related Party Transactions are in compliance with the applicable provisions of the Act and the Listing Regulations. There are no materially significant Related Party Transactions made by the Company with related parties. Details of the transactions with related parties for the Financial Year ended 31st March, 2019, are provided in the form AOC - 2 (as annexed to this Report as Annexure ‘2') and also in the Note no. 40 of the Financial Statements in accordance with the Accounting Standards.
All related party transactions are presented to the Audit Committee and also to the Board for their approvals. A statement of all Related Party Transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
The Company has also adopted a Related Party Transactions Policy. The Policy is uploaded on the Company's website (URLwww.assamco.com). The objective is to ensure proper approval, disclosure and reporting of transactions as applicable, between the Company and any of its related parties.
Summary of Operations
Tea production of the Company has gone up during the Financial Year 2018-19 in comparison to the previous Financial Year. The Company, during its Financial Year ended on 31st March, 2019, produced 10.19 Million Kgs. of tea as against 8.92 Million Kgs. during its previous year ended on 31st March, 2018. The average price realization of made tea was more during the Financial Year 2018-19 in comparison to the previous Financial Year. The Company during its financial year ended on 31st March, 2019, sold 9.80 Million Kgs. of tea at an average price of Rs. 183.26/Kg. as against 8.71 Million Kgs. sold during its previous year ended on 31st March, 2018, at an average price of 182.51/Kg.
There was no operation in the Oil & Gas business during the Year 2018-19.
The Management Discussion and Analysis Report given in Annexure ‘3' forms a part of this Report and covers, amongst other matters, the Global Tea scenario and the performance of the Company during the Financial Year 2018-19.
Dividend and Reserves
The Company has incurred losses for the year under report and hence the proposal of dividend does not arise.
Material changes and commitment, if any, affecting financial position of the Company from the end of Financial Year and till the date of this Report
There has been no material change and commitment, affecting the financial position of the Company occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.
Details of conservation of energy, technology absorption, foreign exchange earnings and outgo
The particulars as prescribed under Section 134 (3) (m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure ‘4', forming part of this Report.
Corporate Social Responsibility (CSR )
In accordance with Section 135 of the Act and Rules framed thereunder, your Company has adopted a Policy of CSR and the Board has constituted a Committee for implementing the CSR Activities. Composition of the Committee are provided in the Corporate Governance Report. Expenditure on CSR activities is not applicable to your Company.
Performance Evaluation of the Directors
In compliance with the Companies Act, 2013, and the Listing Regulations, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board and the Committees of the Board, by way of individual and collective feedback from the Directors.
The following were the Evaluation Criteria :
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, Role and functions
(b) For Executive Director:
- Performance as Team Leader / Member
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key Set Goals and Achievements
- Professional Conduct and Integrity
- Sharing of Information with the Board
Subsidiary Companies
Pursuant to sub-section (3) of section 129 of the Act, a statement containing the salient features of the Financial Statement of each of the subsidiary in the prescribed Form AOC - 1 is annexed to this Report as Annexure ‘5'.
The Financial Statements of the Subsidiaries are also available on the website of the Company (www.assamco. com).
Policy for determining material subsidiaries of the Company is uploaded on the Company's Website (URL: www. assamco.com).
Directors and Key Managerial Personnel
Pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, the Members had at their 41st Annual General Meeting (AGM) held on 27th December, 2018 approved the appointment of Dr. B. R. Shetty, Mr. Binay Raghuram Shetty and Dr. (Mrs.) Chandrakumari Raghuram Shetty as Directors of the Company.
Mr. Binay Raghuram Shetty's appointment as Whole Time Director of the Company, is subject to the approvals of the shareholders at the forthcoming AGM of the Company and of the Central Government.
Pursuant to Section 149(10) of the Act, read along with the Rules framed thereunder, the Members at their 41st AGM of the Company held on 27th December, 2018 approved the appointment of Independent Directors viz. Mr. Prajit Vasudevan and Mr. Sanjay Jain to hold office for a term upto 5 (five) consecutive years from the conclusion of that AGM until the conclusion of the 46th AGM. Further, pursuant to the Sections 149(13) and 152 of the Act, provisions for the retirement of directors by rotation shall not apply to such Independent Directors.
As on date, Mr. Sanjay Sharma, Chief Financial Officer and Ms. Beas Moitra, Company Secretary, are the Key Managerial Personnel of the Company. Ms Sreya Mitra ceased to be Company Secretary with effect from 8th March, 2019.
Committees of Board
The details pertaining to composition of the Board Committees and terms of reference are included in the Corporate Governance Report, which forms part of this Report as Annexure ‘6'.
Auditors
(i) Statutory Auditors
In the 41st Annual General Meeting (AGM) held on 27th December, 2018, Messrs Saraf & Chandra, LLP, Chartered Accountants were appointed as Statutory Auditors of the Company for a period of 5 years. Further, they have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.
Further, the report of the Statutory Auditors is enclosed to this report. Our comments on the qualifications in the Standalone and Consolidated Audit Report are given as under:
(a) Given the qualification pertains to Indian Accounting Standard (Ind AS) 109 Financial Instruments, since the Auditors have not quantified in their report, the Company is evaluating the materiality of the same to resolve accordingly.
(b) Given that the qualification of the Auditor pertains to limitation in Internal Financial Control, the new management is putting in place the appropriate systems and processes to strengthen the Internal Financial Controls.
(ii) Cost Audit
Pursuant to Section 148 of the Act, the Central Government has made it mandatory for the Company to conduct a cost audit and accordingly, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of Messrs Debabrota Banerjee & Associates having registration No. 001703, as the Cost Auditors of the Company to conduct cost audits pertaining to relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time for the year ended 31st March, 2018.
Messrs Debabrota Banerjee & Associates, have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years under the provisions of the erstwhile Companies Act, 1956.
A resolution seeking Members' ratification for the remuneration payable to Cost Auditors forms part of the Notice of the 42nd Annual General Meeting of the Company and the same is recommended for your consideration and approval.
(iii) Secretarial Audit
In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Messrs Manoj Shaw & Co., Practising Company Secretaries have been appointed as the Secretarial Auditors of the Company. The Report of the Secretarial Auditors is annexed to and forms a part of this Report as Annexure ‘7'. The comments on the Report are given as under:
(a) Hundred percent shareholding of the promoter(s) and promoter group - The newly constituted Board of Directors at its meeting held on 19th December, 2018 issued and allotted the entire shareholding of the erstwhile Promoter aggregating to 12,78,42,936 equity shares of Re. 1/-each (as was cancelled on 27th November, 2018) to the new promoter of the Company, B R Property Developers Private Limited. The dematerialization of shares is under process.
(b) Certificate under Regulation 17(8) and 33(2)(a) - The Company has taken necessary steps in this regard.
(c) Charges appearing on the MCA website -The Company have not received the No Due Certificates from certain Banks, as a result of which the satisfaction of some of the charges are still pending.
(d) Grievance Redressal Committee - The Company is in the process of setting up of Grievance Redressal Committee for the 11 (eleven) Tea Estates.
Human Resources
Your Company treats its “Human Resources” as one of its most important assets.
Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company's thrust is on the promotion of talent internally through job rotation and job enlargement.
Internal financial controls
The internal financial controls with reference to the Financial Statements are included in the Management Discussion and Analysis Report, which forms part of this Report.
Transfer of Amounts to Investor Education and Protection Fund
The Company has transferred a sum of Rs. 280,242.75 during the Financial Year 2018-19 to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 124 of the Act. The said amount represents unclaimed dividends which were lying with the Company for a period of seven years from their respective due dates of payment. Prior to transferring the aforesaid sum, the Company has sent reminders to shareholders for submitting their claims for unclaimed dividend.
Further, in accordance with the provisions of Section 124(6) of the Companies Act, 2013 and IEPF Rules, 2016, shares on which dividend has not been paid or claimed for seven consecutive years or more, are liable to be transferred to IEPF Suspense Account. Members who have not claimed dividend for previous year(s) are requested to claim the same by approaching the Company or the R & T Agents of the Company.
Deposits
The Company has not accepted any deposits from the public/members under section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rule, 2014 during the year.
Particulars of Employees
The statement under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and particulars required under Section 197 (12) of the Act are given in Annexure ‘8', forming a part of this Report.
The said Annexure shall be provided to the Members on a specific request made in writing to the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company up to the date of the Annual General Meeting.
Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concern Status of the Company:
There has been no significant and material order passed by the Regulators or Courts or Tribunals impacting the Going Concern Status of the Company's operations.
Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has zero tolerance towards sexual harassment at the workplace and has set up Internal Complaints Committee (ICC) for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year 2018-19, the Company has not received any complaint of sexual harassment.
Code of Conduct:
In terms of Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, all the Member s of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct of the Board of Directors and Senior Management for the Financial Year 2018-19. As required under Schedule V (D) of the said Regulations, a declaration signed by the Managing Director and Chief Financial Officer of the Company stating that the Members of the Board and the Senior Management Personnel have affirmed compliance of their respective code of Conduct.
Corporate Governance
Your Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and the Listing Regulations. A separate section on Corporate Governance under the Listing Regulations, along with a Certificate from Mr. Vijayakrishna KT, Practising Company Secretaries, is given in Annexure ‘6', forming part of this Report.
Familiarization programme for Independent Directors
The details of the programme for familiarization of Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the Website of the Company (www.assamco.com).
Vigil Mechanism
The Company has adopted a Whistle Blower Policy establishing Vigil Mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization. of employees who avail the mechanism. The policy of Vigil Mechanism is available on the Company's website (www.assamco.com).
Green Initiatives
As per our green initiative, the electronic copies of this Annual Report are sent to all Members whose e-mail addresses are registered with the Company. For Members who have not registered their e-mail addresses, physical copies of this Annual Report are being sent by permitted mode.
Acknowledgement
The Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.
The Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.
The Directors also thank the Central and State Governments and other statutory authorities for their continued support.