Dear Members,
The Directors have pleasure in presenting the Annual Report with
Audited Accounts of the Company for the year ended 31st March, 2011.
FINANCIAL PERFORMANCE (Amount in Rs.)
Unconsolidated Consolidated
31.03.2011 31.03.2010 31.03.2011 31.03.2010
Profit for the year
before Depreciation 3,97,27,963 9,41,83,545 8,41,09,902 11,59,73,405
Deduct:
Depreciation 1,70,28,621 1,69,21,960 2,42,39,407 2,36,70,404
Profit before Tax 2,26,99,342 7,72,61,585 5,98,70,495 9,23,03,001
Deduct: Provision
for Corporate
Taxation
Current Year 25,00,000 1,00,00,000 36,85,000 1,07,29,677
Earlier Year - 1,43,241 43,254 1,43,241
Excess Tax
provision in respect - (7,131) - (7,131)
of earlier years
written back
Fringe Benefit
Tax (including - 3,550 - 3,550
earlier years)
Deferred Tax (4,17,699) 49,22,358 (4,17,699) 49,22,358
Net Profit 2,06,17,041 6,21,99,567 5,65,59,940 7,65,11,306
Add: Balance of
Profit brought
forward from
previous year 2,50,60,484 23,53,692 3,40,34,642 71,57,462
Less: Minority
Interest - - (2,59,80,776)(1,01,41,351)
Profit available
for Appropriations 4,56,77,525 6,45,53,259 6,46,13,806 7,35,27,417
Appropriations:
General Reserve 1,00,00,000 3,00,00,000 1,00,00,000 3,00,00,000
Proposed Dividend 81,40,618 81,40,618 81,40,618 81,40,618
Tax on Proposed
Dividend 13,20,612 13,52,157 13,20,612 13,52,157
Balance Carried
to Balance Sheet 2,62,16,295 2,50,60,484 4,51,52,576 3,40,34,642
4,56,77,525 6,45,53,259 6,46,13,806 7,35,27,417
DIVIDEND
Your Directors have recommended for your approval, a dividend of Rs.
2.50 per share for the year ended 31st March, 2011.
TRANSFER TO RESERVES
The Company proposes to transfer Rs. 100.00 lacs to the General Reserve
out of the amount available for appropriations and an amount of Rs.
262.16 lacs is proposed to be retained in the Profit & Loss Account.
OPERATIONAL REVIEW
The turnover of your Company stood at Rs. 4,915.28 lacs which is
marginally lower as compared to the previous year''s turnover. The
profit after tax has been reduced from Rs. 622.00 lacs to Rs. 206.17
lacs. Your Company produced 37,08,838 Kgs. of Tea and 1,61,356 Kgs. of
Coffee during the year as against 44,51,704 Kgs. and 1,96,621 Kgs.
produced during the year 2009-10 which was lower by 7,42,866 Kgs. and
35,265 Kgs. respectively. The decline in revenue and profit has been on
account of the crop loss in the Northeast estates of the Company,
increased cost of production due to increase in wages and other input
costs.
The price realization of Tea in the North was Rs. 128.85 per Kg. in
comparison to Rs. 122.80 per Kg. in the previous year, higher by Rs.
6/- per Kg. but price realized in the South was Rs. 83.36, lower by Rs.
15/- per Kg. as compared to the previous year.
TEA DIVISION
Joonktollee Tea Factory in Assam
The Estate produced 23,68,201 Kgs. of Teas as against 27,58,121 Kgs.
produced during the year 2009-10.
Jamirah Tea Factory in Assam
The Estate produced 6,25,504 Kgs. of Teas as against 8,54,553 Kgs.
produced during the year 2009-10. Unfavourable weather and
unprecedented pest attack resulted in a decrease in crop over last
year.
Goomankhan Tea Factory in Karnataka
The Estate produced 7,15,133 Kgs. of Teas as against 8,39,030 Kgs.
produced during the year 2009-10.
COFFEE DIVISION
Cowcoody Coffee Estate in Karnataka
The Estate produced 1,61,356 Kgs. of Coffee as compared to 1,96,621
produced during the year 2009-10. The average sales realization was Rs.
138/-per Kg. as compared to Rs. Ill/- per Kg. during the previous year.
CREDIT RATING
The Company continues to have the domestic credit ratings of BBB stable
from CRISIL
AWARDS/RECOGNITIONS
- joonktollee Tea Factory has been accredited with ISO 9001:2008, ISO
22000 & HACCP Certification by the D.A.R., Germany.
- Goomankhan Tea Estate in Karnataka has been accredited with ISO 9001
: 2000 and bagged The Golden Leaf Awards for the leaf and dust
categories for 2011.
CORPORATE GOVERNANCE
The Company has adopted the Corporate Governance Policies and Code of
Conduct which set out systems, processes and policies designed at
ensuring transparency in all dealings and in the functioning of Board
and management. A report on the Corporate Governance forming part of
the Directors'' Report is attached. A certificate from a Practicing
Company Secretary regarding compliance with the conditions of the
Corporate Governance is given in the Annexure.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on the Management Discussion and Analysis forming part of the
Directors'' Report is attached.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors of the Company confirms :
i) that in the preparation of the annual accounts, the applicable
Accounting Standards have been followed and there has been no material
departure;
ii) that the selected Accounting Policies were applied consistently and
the Directors made judgments and estimates that are reasonable and
prudent so as to give a true & fair view of the state of affairs of the
Company as at March 31, 2011 and of the profits of the Company for the
year ended on that date;
iii) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) that the annual accounts have been prepared on a going concern
basis; and
v) that the Company has adequate internal systems and controls in place
to ensure compliance of laws applicable to the Company.
SUBSIDIARY COMPANIES
1. a) The Company as on 31st March, 2011 has four Subsidiary Companies
namely, Gloster Real Estates Pvt. Ltd., Cowcoody Builders Pvt. Ltd.,
Pranav Infradev Co. Pvt. Ltd. and The Cochin Malabar Estates And
Industries Ltd.
b) In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the individual accounts of each
of the subsidiary companies are not being attached with the accounts of
the Company. The Company will make available the Annual Accounts of
the subsidiary companies to any member of the Company who may be
interested in obtaining the same. The annual accounts of the
subsidiary companies will also be kept for inspection at the Registered
Office of the Company and that of the respective subsidiary companies.
c) As required under the Listing Agreement with the Stock Exchanges the
Audited Consolidated Financial Statements of the Company together with
all its Subsidiary Companies prepared in accordance with the applicable
Accounting Standards are attached.
d) A statement containing brief financial details of the Subsidiary
Companies is attached which forms part of the Annual Report.
2. The Cochin Malabar Estates And Industries Ltd. reported a Net Profit
of Rs. 339.45 lacs for the year ended 31st March, 2011 as against Rs.
131.60 lacs for the same period last year. The total income for the
year ended 31st March, 2011 is Rs. 2131.00 lacs as against Rs. 2,144.11
lacs during the same period last year.
SOCIAL WELFARE
Your Company continues its welfare activities by participating in
various projects sponsored by TAI, ITA, ABITA, TOKLAI, UPASI, KPA in
the State of Assam & Karnataka and also directly contributes to the
area''s social causes.
CONSOLIDATED FINANCIAL STATEMENTS
As prescribed by Accounting Standard 21 issued by the Institute of
Chartered Accountants of India, the audited consolidated financial
statements of the Company together with Auditors'' Report for the year
ended 31st March, 2011 are annexed.
FIXED DEPOSITS
The Company has not accepted any public deposits and as such, no amount
on account of principal or interest on public deposits was outstanding
as on the date of the Balance Sheet.
DIRECTORS
Shri G. D. Bangur and Shri Amitabha Ghosh retire from the Board by
rotation and are eligible for re-appointment at the forthcoming Annual
General Meeting.
SECRETARIAL AUDIT REPORT
As a measure of good corporate governance practice, the Board of
Directors of the Company appointed Shri S. K. Jain, Practicing Company
Secretary, to conduct Secretarial Audit of the Company. The Secretarial
Audit Report for the financial year ended March 31, 2011, is provided
in the Annual Report.
The Secretarial Audit Report confirms that the Company has complied
with all the applicable provisions of the Companies Act, 1956,
Depositories Act, 1996, Listing Agreements with the Stock Exchanges,
Securities Contracts (Regulation) Act, 1956 and all the Regulations and
Guidelines of SEBI as applicable to the Company, including the
Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 1997 and the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 1992.
AUDITORS''REPORT
The Auditors'' Report to the Shareholders does not contain any
qualification.
AUDITORS
The Auditors, M/s. Singhi & Co. Chartered Accountants, hold office
until the conclusion of the ensuing Annual General Meeting and are
recommended for re-appointment. Certificate from the Auditors has been
received to the effect that their re-appointment, if made, would be
within the limits prescribed under Section 224(1B) of the Companies
Act, 1956.
M/s. Singhi & Co. has submitted the Peer Review certificate dated 11th
February, 2010 issued to them by Institute of Chartered Accountants of
India (ICAI).
PARTICULARS OF EMPLOYEES
The Company had no employee of the category specified under Section
217(2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975, as amended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under Section 217(l)(e) of the Companies
Act, 1956 read with the Companies (Disclosures of Particulars in the
Report of Board of Directors) Rules, 1988, relating to Conservation of
Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is
provided in Annexure ''A'' forming part of this Report.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the Banks, Central and
State Government authorities, Regulatory authorities, Stock Exchanges
and the stakeholders for their continued co-operation and support to
the Company. You Directors also wish to record their appreciation for
the continued co-operation and support received from the employees of
the Company.
On behalf of the Board
K.C.Mohta Hemant Bangur
Executive Director Executive Vice-Chairman
Place :Kolkata
Dated :4th August, 2011
|