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Warren Tea Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 43.79 Cr. P/BV 0.48 Book Value (Rs.) 76.73
52 Week High/Low (Rs.) 59/37 FV/ML 10/1 P/E(X) 0.00
Bookclosure 11/09/2019 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2018-03 

The Directors present their Forty-first Annual Report with the Audited Financial Statements of your Company for the year ended 31st March, 2018.

Extract of Annual Return

An extract of the Annual Return as provided under Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, is given in MGT-9 which is attached as Annexure A to this Report.

Board Meetings

The Board of Directors met 5 (Five) times on various dates during the financial year 2017-18. The details have been provided in the Corporate Governance Report pursuant to Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 which is annexed as Annexure G to this Report.

Directors Responsibility Statement

Pursuant to the requirements of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 the Directors would like to state that:

(a) in the preparation of the annual accounts, the applicable Indian Accounting Standards (Ind AS) have been followed and there are no material departures therefrom;

(b) the Directors had selected such accounting policies and applied them consistently in accordance with applicable provisions and made judgements 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 loss of the Company for that period;

(c) the Directors 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 Directors had prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

Independent Directors’ Declaration

All the Independent Directors have given declarations required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013, which were duly received by the Company

Particulars of loans, guarantees and investments

The particulars of loans made by the Company are covered in Notes 4 & 12 of the Notes to the Financial Statements.

The Company has not given any guarantee.

Particulars of investments made by the Company is given in Note 3 of the Notes to the Financial Statements.

Related Party Contracts

The particulars of contracts or arrangements made with related parties is attached to this Report as Annexure B. State of the Company’s Affairs

Current Year

Previous Year

(Rs.in Lakhs)

(Rs. in Lakhs)

Profit/(Loss) before Depreciation and Tax

(714.03)

(200836)

Less: Depreciation and Amortization

363.87

36191

Profit/(Loss) for the period

(1077.90)

(237027)

Tax Expense

Current Tax

Deferred Tax

(288.66)

(74201)

Profit/ (Loss) for the Year

(789.24)

(162826)

Other Comprehensive Income

374.64

(131.91)

Total Comprehensive Income

(414.60)

(1760.17)

Balance brought forward from Previous Year

5687.72

7447.89

Balance carried to Balance Sheet

5273.12

5687.72

The financial statements for the year ended 31st March, 2018 are the first financial statements of the Company under Indian Accounting Standards. Comparative figures relating to previous year and on the date of transition i.e. 1st April, 2016 have also been prepared in accordance with the Ind AS.

There were no companies which have become/ceased to be Subsidiaries, Joint Ventures and Associate Companies during the year.

Maple Hotels & Resorts Limited (‘Maple’) continues to remain an Associate Company whose financial statements for the year ended 31st March, 2018 are the first financial statements of that company under Indian Accounting Standards; comparative figures relating to previous year and on the date of transition i.e. 1st April, 2016 have also been prepared in accordance with the Ind AS. During the year ended 31st March, 2018, Maple recorded an increase of about 21.07% in its turnover to Rs.1860.88 Lakhs from Rs.1537.08 Lakhs in the previous year which has resulted in profit before Exceptional Items and Tax at Rs.182.87 Lakhs during the year under review as against a loss of Rs. 161.00 Lakhs in the previous year.

As required under Section 129(3) of the Companies Act, 2013 consolidated Financial Statements together with a statement containing the salient features of the Financial Statements of Maple forms a part of this Annual Report.

Deposits

The Company has not accepted any deposits within the meaning of ChapterV of the Companies Act, 2013.

Regulatory Orders

There is no significant and material order passed by Regulators/Courts/Tribunals impacting the going concern status and Company’s operations in future.

Internal Control Systems

Your Company has adequate Internal Financial Control systems at all levels of Management and they are reviewed from time to time by firms of practicing Chartered Accountants who submit Reports upon completion of audit for consideration by the Directors. The details of the Internal Control Systems and their adequacy are set out in the Management Discussion and Analysis Report forming part of the Board’s Report. The Audit Committee of the Board looks into the Auditors’ review which is deliberated upon and corrective action taken, wherever required.

Auditors’ Report

Messrs B M Chatrath& Co LLP Statutory Auditors have submitted their Report in respect of the financial year 2017-18 under Section 143 of the Companies Act, 2013.

The report of the Statutory Auditors during the year under review does not contain any qualification, reservation or adverse remark or disclaimer, which requires any further comments or explanations in this report.

The Notes to the Financial Statements are also self-explanatory and do not call for any further comments.

Cost Audit

For the year ended 31st March, 2017, the Cost Audit had been completed by MessrsShome and Banerjee, Cost Accountants. The Cost Audit Report had been submitted by the Cost Auditors to the appropriate authorities within the stipulated time on 4th October, 2017.

Secretarial Audit

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Messrs MKB & Associates, Practising Company Secretaries had been appointed as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year 2017-18.

The Secretarial Audit Report given by Messrs MKB & Associates, Company Secretaries in Practice is annexed to this Report as Annexure C which is self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer, which requires any further comments or explanation.

Resume of Performance

During the year under review, climatic conditions arising primarily from global climatic changes generally remained below the levels desirable to result in augmented volume of crop produced which continued to be affected by pest attacks. As your Company continues with its emphasis on tea as health drink, in consonance with its integrated Pest Management Policy it does not use strong pesticides thereby also maintain Maximum Residual Levels and accordingly it has adopted appropriate measures to counter pest. Production for the year has increased resulting in improved bottom-line. You would be happy to note that the Company’s revenue improved to Rs.12037.54 Lakhs from Rs.111 55.36 Lakhs in the previous year and the loss for the year was Rs.414.60 Lakhs which was a substantial reduction from Rs.1760.17 Lakhs in the previous year.

Crop

Your Company’s saleable crop was higher at 6.71 Million Kgs. as compared to the previous year’s production of 6.09 Million Kgs.

Comparative Crop figures during the past five years for its seven tea estates are given below:

Year

Saleable Crop

Ended on

In Million Kgs.

31.03.2018

6.71

31.03.2017

6.09

31.03.2016

7.18

31.03.2015

6.58

31.03.2014

7.77

Sales

Proceeds from sale of tea increased to Rs.11845.39 Lakhs for the year under review as against Rs.10878.26 Lakhs i n the previous year.

Quality

Your Company’s policy of manufacture only from its own leaf together with good agricultural practices continue to contribute to Quality

Your Directors remain steadfast in their endeavour that the teas of your Company are produced in a socially responsible manner. All tea estates of your Company continue to have Rainforest Alliance Certification, ISO 22000:2005 Certification as well as Trustea Verification Certification apart from continuing to be participants of the Ethical Tea Partnership Programme of UK. The Company’s Integrated Pest Management Policy for agro inputs are in consonance with the Plant Protection Code of theTea Board of India. Your Companyand its Management continues to be ever watchful on the issues of Maximum (Permissible Chemicals) Residue Limits.

Exports

Exports for the year wasRs.479.21 Lakhs against Rs.953.88 Lakhs for the previous year.

Prospects

Your Directors have taken diverse steps for improving production both in terms of quality and quantity and it is expected that with average growing conditions, the Company’s performance would improve further. Your Directors are pleased to report that during the current year there is marked improvement in quality resulting in higher unit price realizations.

Shareholders

Your Directors are of the view that considering the loss for the year, it would not be prudent to declare any dividend for the year under review.

It is proposed to reclassify as public the entities belonging to a former promoter group. For the purpose, necessary approvals would be sought including that of the Shareholders at the forthcoming Annual General Meeting.

Material changes and commitments consequent to year end

Your Directors confirmthat there were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statement relates an d the date of this report .

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy

(i) The steps taken or impact on conservation of energy:

The Company is ever sensible on conserving energy and reducing its consumption. The Company has been sensitive enough on this issue for several years and continues with its efforts to regulate consumption and conserve energy. Apart from the ecological impact, energy cost is one of the two major inputs in the production cost, other being the labour cost. The Company with the view to reduce the major item of cost, is continuously trying to explore avenues to reduce consumption of energy.

As a policy, the old and existing equipment are being replaced with newer/energy efficient equipment. To become more energy efficient, the processes are being reviewed and necessary changes are being carried out wherever possible with a view to conserve and make efficient use of energy.

Theprocess ofreplacing incandescentbulbs with CFL/LED continues. The Companyis continuously replacing the traditional high gas consumption burners with more efficient economical burners which have reduced energy consumption. All the estates of the Company are making efforts to optimize machinery output, resulting in power savings.

(ii) The steps taken by the Company for utilizing alternate sources of energy:

During the year under review, no major steps were initiated for utilizing alternate sources of energy by your Company.

(iii)The capital investment on energy conservation equipment:

The Company continues to invest, resulting in energy savings. Installation of VFBD and CFM together with economical burners and installation of conveyer system have increased production efficiently which has resulted in overall reduction of both energy consumption and manpower which has ultimately reduced the cost of production. Daily monitoring of both gas and electricity are being carried out and immediatecorrective action, where necessary, is being taken to become more energy efficient.

(B) Technology absorption:

(i) The efforts made towards technology absorption;

(i i) The benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) The expenditure incurred on Research and Development:

The Company did not carry out any Research & Developmental activities on its own. However, during the year the Company subscribed a sum of Rs.24.36 Lakhs to Tea Research Association (TRA) which has been set up for the purpose of carrying out research aimed at improving various aspects of tea plantations who derive benefit from such detailed work carried out by TRA. The expenses for such work are collectively borne by TRA from the contributions made by various tea companies.

(C) Foreign exchange earnings and outgo:

Foreign exchange — Earned (Gross) — Rs.496.07 Lakhs

— Outgo — Rs.24.64 Lakhs

Risk Management

The Company has developed and implemented a Risk Management Policy.The Risk Management Committee of the Board reviews the risk assessment and minimization procedure in the light of the Risk Management Policy of the Company. Details of Risk Management Committee are given separately in the Corporate Governance Report at Annexure G to this Report. In the opinion of the Board there is no such risk which may threaten the present existence of the Company.

Corporate Social Responsibility

The Corporate Social Responsibility Committee, comprises of Mrs S Barman as Chairperson and Mrs A K Bindra, MrVinay K Goenka and Mr S K Ghosh as Members with President-Legal & Company Secretary as its Secretary. The broad terms of reference of the Corporate Social Responsibility (CSR) Committee are:

— Formulate and recommend to the Board, the C SR Policy

— Recommend the amount of expenditure to be incurred on the activities undertaken

— Monitor the CSR Policy of the Company from time to time

— Review the performance of the Company in the area of CSR including the evaluation of the impact of the Company’s CSR activities

— Review the Company’s disclosure of CSR matters

The Committee has framed the CSR Policy which is available on Company’s website at www.warrentea.com The CSR Policy and related matters together with details of the Committee have been annexed as Annexure D to this Report.

Board Evaluation

The Nomination and Remuneration Committee has earlier approved the Board Evaluation Policy. All the Directors including Independent Directors and the Non-IndependentDirectors have continued to contribute their inputs in the process of evaluation of the Directors. The Independent Directors and the Nomination and Remuneration Committee Members have continued to review the performance of all the Directors including the Chairman an d the Managing Director and thence the performance of the Board as awhole. The Board in turn, with such inputs have carried out annual evaluation of its own performance, its Committees and individual Directors.

Audit Committee

The Audit Committee of the Board consists of three Non-executive Independent Directors with Mr S Bhoopal as Chairman, Mr L K Halwasiya and Mr N Dutta as members. During the year under review, the Board accepted all the recommendations made by the Audit Committee. Further details of the Committee relating to their terms of reference, composition and meetings held during the year, are included in the report on Corporate Governance in Annexure G to this Report.

Vigi Mechanism Committee

The Company has established a Vigil Mechanism for directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct or ethical policy. The Audit Committee of the Board monitors an d oversees such Vigil Mechanism of the Company. The Vigil Mechanism provides the whistle blower to lodge Protected Disclosure in writing to the Committee in the form of a letter in a closed envelope or by e-mail to the dedicated address; protection to genuine whistle blowers would be given against any unfair treatment and any abuse of this protection will attract disciplinary action. The Company has also provided a direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company. The Vigil Mechanism/Whistle Blower Policy of the Company has been uploaded on the website of the Company and can be accessed at www.warrentea.com .

Nomination and Remuneration Committee and Policy

The Committee consists of Mr S Bhoopal, Mrs S Barman and Mr N Dutta, all Non-executive Independent Directors with Mr S Bhoopal as Chairman. It recommends to the Board, inter alia, the Remuneration Package of Directors and Key Managerial Personnel. Further details relating to the Committee are set out in the Report o n Corporate Governance in Annexure G to this Report.

The Nomination and Remuneration Committee has formulated a policyfor evaluation of Directors which contains evaluation criteria; such criteria include contributing to, monitoring and reviewing etc. and has acted upon the same The particulars required to be furnished relating to the Policy on Directors’ appointment and remuneration including criteria for determining qualification, positive attributesand independence of aDirector and other related matters including remuneration of employees has been uploaded on tea website of the Company, which can be accessed under the weblink: htp://www.wanentea.com/Documents/nominaton_remuneraton_policy.pdf .

The Company’s Policy on Di rector’s appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report.

Stakeholders Relationship Committee

The Committee consists of Mr S Bhoopal as the Chairman and Mrs A K Bindra, MrVinay K Goenka and Mr S K Ghosh as members. Details of the Committee are provided in the Report on Corporate Governance in Annexure G to this Report.

Change in nature of Business, if any

There has been no change in the nature of business of the Company.

Statement of compliance of applicable Secretarial Standards Your Company has complied with applicable Secretarial Standards.

Details of Directors/Key Managerial Personnel

In accordance with the Articles of Association of the Company, MrVinay K Goenka (DIN 00043124), Chairman of the Company retires by rotation and being eligible has offered himself for reappointment.

On recommendation of the Nomination and Remuneration Committee, the Board of Directors have approved reappointment of all five Independent Directors of the Company subject to approval of the shareholders.

Personnel

In accordance with the provisions of Section 197 (12) of the CompaniesAct, 2013 read withRule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars and information of the employees has been set out in Annexure E to this Report.

Your Company treats its human capital as its most important asset. The welfare and well-being of the workers are monitored closely and the Company maintains harmonious relationship with the employees.

Industrial relations remained peaceful throughout the year and your Board of Directors thank executives, staff and workers at all levels for their valuable service and support during the year. All estates of your Company are certified under the Rainforest Alliance as well as Trustea indicating firm commitment towards sustainability as well as workers’ health, hygiene and safety. It is your Company’s endeavour to provide safe, healthy and sustainable work environment in all the estates. The Company has always believed in a policy against sexual harassment which has also found its place in the governing Codes of Conduct and Ethics applicable to its employees which includes a mechanism to redress such complaints. Further, He Company has in place Internal Complaints Committees for Assam and Kolkata and during the year under review there were no complaints of sexual harassment at any of the units.

Corporate Governance

The Company has complied with He Corporate Governance requirements underthe Actas stipulated under Regulation 17 to Regulation 27 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. AManagement Discussion and Analysis Report is provided in Annexure F. A separate Report on Corporete Governance in terms of Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 is also provided in Annexure G to this Report.

Certifications

A Declaration affirming compliance with the Code of Conduct of the Company an d Auditor’s Certificate of compliance with theconditions of Corporate Governance are collectively annexed and forms part of this Report.

Auditors

Messrs B M Chatrath& Co LLP Chartered Accountants, were appointed as Statutory Auditors of the Company at the thirty-seventh Annual General Meeting held on 10th September, 2014 to hold office till the conclusion of the forty-second Annual General Meeting.

MessrsShome& Banerjee, Cost Accountants have been reappointed for audit of Cost Accounts maintained by the Company for the year ending 31st March, 2019 and their remuneration is being placed for approval of the Shareholders at the forthcoming Annual General Meeting.

Kolkata Vinay K Goenka

26th May, 2018 Chairman


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