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Tata Coffee

BSE: 532301|NSE: TATACOFFEE|ISIN: INE493A01027|SECTOR: Plantations - Tea & Coffee
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Directors Report Year End : Mar '16    « Mar 15
The Directors are pleased to submit the 73rd Report together with the
 Audited Statement of Accounts for the year ended 31st March, 2016.
 
 FINANCIAL RESULTS:
 
 The Company''s financial performance, for the year ended 31st March,
 2016 is summarized below:
 
                                                           (Rs,in Crores)
 
                                      Standalone           Consolidated
 
                                2015-16    2014-15   2015-16    2014-15
 
 REVENUE FROM OPERATIONS         718.18     685.31   1764.45    1692.95
  
 Profit from Operations          101.64     104.20    252.12     289.72
 
 Other
 Income                           35.93      40.14     10.97       8.92
 
 Profit before Finance
 Costs                           137.57     144.34    263.09     298.64
 
 Finance
 Costs                             6.00       9.20     35.32      39.45
 
 Profit Before 
 Exceptional Income
 &Taxes                          131.57     135.14    227.77     259.19
 
 Exceptional Income
 (Net)                             10.40       652     10.40       6.52
 
 Profit Before Tax                141.97    141.66    238.17     265.71
 
 Provision for
 Tax                               39.47     40.10     80.17      95.45
 
 Profit After Tax                 102.50    101.56    158.00     170.26
 
 Minority
 Interest                              -        -      40.16      49.87
 
 Profit After Tax net 
 of Minority Interest             102.50    101.56    117.84     120.39
 
 Surplus brought forward 
 from Previous
 Year                             283.15    233.28    328.60     260.03
 
 Transfer on Merger of 
 Alliance Coffee Limited              -       0.13         -          
 
 Amount available for
 appropriation                    385.65    334.97    446.44     380.42
 
 General Reserve No.
 I                                (11.00)   (11.00)   (11.00)   (11.00)
 
 General Reserve No.
 II                                (8.10)   (13.82)    (8.10)   (13.82)
 
 Reversal of Dividend 
 Distribution Tax                   4.12       238       4.12     2.38
 
 Transitional Impact of 
 Depreciation                         -      (0.16)         -    (0.16)
 
 Dividends
 
 Final
 (Proposed)                       (24.28)   (24.28)    (24.28)  (24.28)
 
 Tax on
 Dividend                          (4.94)    (4.94)     (4.94)   (4.94)
 
                                  (29.22)   (29.22)    (29.22)  (29.22)
 
 Balance carried
 forward                           341.45    283.15     402.24   328.60
 
 1.  Turnover: Standalone:
 
 Your Company''s turnover during the year under review was Rs, 718.18
 Crores as compared to Rs, 685.31 Crores in the previous year, registering
 an increase of 5% over the previous year.
 
 Consolidated:
 
 The Consolidated turnover was Rs, 1,764.45 Crores as compared toRs,
 1,692.95 Crores in the previous year, registering an increase of 4%
 over the previous year.
 
 2.  Profits: Standalone:
 
 Profit from Operations before ''Other income and interest'' for the year
 ended 31st March, 2016, stood at Rs, 101.64 Crores as against Rs, 104.20
 Crores in the previous year. Profit before Tax for the year 2015-16 is
 Rs, 141.97 Crores as against Rs, 141.66 Crores in the previous year. Profit
 after Tax in 2015-16 stood at Rs,102.50 Crores as againstRs, 101.56 Crores
 in the previous year.
 
 Consolidated:
 
 On a Consolidated basis, the Profit from Operations before ''Other
 income and interest'' for the year ended 31st March, 2016, stood atRs,
 252.12 Crores as againstRs, 289.72 Crores in the previous year. Profit
 before Tax for the year 2015-16 isRs, 238.17 Crores as against Rs, 265.71
 Crores in the previous year. Profit after Tax (net of minority
 interest) in 2015-16 stood at Rs,117.84 Crores as against Rs, 120.39 Crores
 in the previous year.
 
 3.  Dividend & Reserves:
 
 Your Directors have recommended a Dividend of Rs, 1.30/- per share (face
 value of Rs, 1 per share) aggregating to Rs, 24.28 Crores for the year
 2015-16. The Dividend Tax amounts to Rs, 4.94 Crores. It is proposed to
 carry forward a sum of Rs, 11 Crores towards General Reserve No. I.
 
 4.  Share Capital:
 
 The Paid-up Eguity Share Capital as on 31st March, 2016 was Rs, 18.68
 Crores comprising of 18,67,70,370 Shares ofRs, 1 each.  The Company has
 not issued shares with differential voting rights, employee stock
 options and sweat eguity shares. The Company has paid Listing Fees for
 the Financial Year 2016-17 to each of the Stock Exchanges.
 
 5.  Global Coffee Scenario:
 
 The World produced 144 million bags of coffee in 2015 (up 1.6% from 142
 million bags in 2014).Arabicas were 85 million bags (near stagnant over
 previous year) while Robustas increased by 4% to 60 million bags as per
 International Coffee Organization.
 
 The weakening of emerging market currencies, the Brazilian Real (BRL)
 in particular against the US Dollar had an adverse impact on global
 coffee prices. This was in spite of a lower Brazilian crop at 43.2
 million bags in 2015 against 45 million bags in 2014. The New York ICE
 Arabica terminals dropped from about 140 cents/lb in April 2015 to
 about 125 cents/lb in March 2016. This reflected the sharp decline in
 BRL starting from BRL/USD 3.08 in the beginning of the year, declining
 to BRL/USD 4.1 and finally settling at BRL/USD 3.65. The London LIFFE
 Robusta terminals also mirrored the fall in NYC terminals, with the
 terminals plunging from USD 1750-1800/MT in April 2015 to USD
 1250-1350/MT in March 2016. A 3.8% increase in Vietnam Robusta crop
 (27.5 million bags in 2015) over the previous year also contributed to
 adversely affecting the demand-supply and prices balance.
 
 The overall decline in terminal prices and higher Robusta production
 resulted in an easier access to coffees from Latin America and South
 East Asia. This resulted in most Roasters having long term coverage and
 hampered actual demand.  Hence, the differentials for Indian coffees
 also cooled off from historical highs in the early part of the year.
 
 6.  Company''s Performance: A.  Plantations: Coffee:
 
 The Company harvested 6,222 MT of Robusta crop (being an Off year) as
 against 7,002 MT in the previous year. In the case of Arabica, 1,899 MT
 (being an On year) has been harvested as against 1,594 MT in the
 previous year. The Arabica crop continues to be challenged by White Stem
 Borer incidence Industry wide. The Company has with strict monitoring
 and superior agricultural practices brought down the incidence within
 its Estates to acceptable levels. Climate change and long spells of
 drought have posed major challenges and the Company has proactively
 geared up to meet this by enhancing its water holding capacity by
 digging new tanks as well as desalting its old tanks.
 
 Tea:
 
 The Company produced 6.180 Million Kgs of Made Tea for the Financial
 Year 2015-16 as against 6.170 Million Kgs in the previous year. Though
 the production was satisfactory, due to weak demand world over, Tea
 prices realized by the Company were lower in the first half of the
 year. By re-engineering its operations and improvement in the quality
 of Tea, price realizations has been better in the latter half of the
 year. The Company has taken various steps to improve the performance of
 Tea Operations.
 
 Pepper:
 
 The Company had a lower Pepper production of 599 MT (being an Off year)
 for the Financial Year 2015-16 as compared toa crop of 1150 MT(being an
 On year) harvested during 2014-15. Due to improved agricultural
 practices, the quality and grade percentages have vastly improved. The
 Company has initiated various steps to further enhance the production
 base of Pepper in the coming years.
 
 Curing Works:
 
 The Company''s Curing Works at Kushalnagar (KNW) cured a total of 11,162
 MT Coffee during the current year as against 10,266 MT in the previous
 year. In addition, 310MTof Monsooned Coffee was processed. The unit is
 certified under ISO 22000:2005 and SA 8000:2008.
 
 The entire Pepper of the Company is graded and processed at KNW, which
 graded & processed 764 MT during the Financial Year.
 
 Green Coffee Exports:
 
 During the Financial Year 2015-16, your Company exported 6,332 MT of
 coffee as against 5,382 MT in the previous year. Your Company continues
 to focus on growth, through Premium Differentiated Coffees with volumes
 at 2,940 MT at very healthy premiums.
 
 Plantation Trails:
 
 Plantation Trails, our hospitality business has continued to perform
 exceedingly well recording best ever revenues and profits. This is
 primarily due to continued focus on Operational Excellence, Premium
 Positioning and Digital Marketing coupled with changes in Revenue
 Management and Cost Optimization.
 
 B.  Instant Coffee Operations:
 
 The Instant Coffee Operations recorded significant increase in its
 turnover and profitability during the Financial Year 2015-16. The
 Manufacturing units ran to full capacity during the year.
 
 The Company posted strong performances in its key markets; doubling its
 volumes over last year in Africa and maintaining dominance in Russia.
 Strong Customer interface backed by robust new product development
 enabled these.
 
 The Theni Unit received the prestigious BRC & IFS certifications which
 enabled the Company to service discerning manufacturers and retailers,
 especially in Europe. The Theni factory also received Integrated
 Management System (IMS) Certification which integrates all of an
 organization''s systems and processes in to one complete framework (ISO
 14001 ISO 9001  ISO 18001), Halal & Kosher Certifications and our
 Toopran Unit has been Certified for SA-8000.
 
 As part of sustaining operational excellence, the Theni unit has
 commissioned a Solar Power Unit, 500 kWh, increasing its Renewable
 Energy to 65% of its total energy.
 
 Tata Coffee Grand:
 
 Your Directors are pleased to inform that the Company collaborated with
 its Holding Company Tata Global Beverages Ltd (TGBL) and commenced
 manufacturing Tata Coffee - Grand, an Instant Coffee Brand that was
 launched in the domestic market by TGBL in November 2015. The product
 is a unique blend of Freeze Dried Coffee and Agglomerated Coffee with
 Chicory, which has been specifically created to cater to the domestic
 markets. The feedback received for the offering has been very
 encouraging.
 
 C.  Starbucks Roastery:
 
 The Unit has almost doubled the production and processed 102 MTduring
 2015-16 as against 59 MT of the previous year. The Unit continues to
 cater exclusively to the requirements of TATA Starbucks outlets in
 India from its State-of-Art Coffee Roasting facility at Kushalnagar
 Works. The Coffee beans used for this purpose are being supplied
 exclusively from the Company''s Estates.  The Unit is certified under
 ISO 9001:2008 (Quality Management System), ISO 22000:2005 (Food Safety
 Management System), FSSC 22000 (Food Safety & Standards Act, 2006), ISO
 14001:2004 (Environment Management System) and KOSHER.
 
 7.  Business Growth:
 
 Your Company has a dedicated team of Management and Operating personnel
 who have been instrumental in the growth of the business over the
 years. Your Directors believe that the Company has the potential to
 further scale up its business volumes and profitability and are in the
 process of identifying new avenues of growth and effective utilization
 of its existing resources.
 
 8.  Quality Awards:
 
 (i) Sustainability Awards:
 
 Your Company has consistently been committed to environment protection
 and co-exists with nature at the coffee plantations. During the year
 under review, the Company established itself among the biggest names in
 the global coffee market by winning a total of 28 awards at the India
 International Coffee festival 2016.  The stream of accolades won by the
 Company at the prestigious event included the Export Award, Roaster
 Award, Curer Award, and the flavour of India fine Cup Award.
 
 The Cannoncadoo, Ubban, Mylemoney, Cottabetta, Margolly, Goorghully,
 Yemigoondi & Valparai Estates of the Company have bagged Regional and
 Specialty awards for their Arabica and Robusta Coffee.
 
 Your Company continues to actively participate in Domestic and
 International forums to propagate and popularize the Company''s coffee.
 
 (ii) Instant Coffee Operations:
 
 Theni:-
 
 TheTheni Unit won the CII-ITC Sustainability Awards 2015 on Environment
 Management, as well as a Commendation for Significant Achievement.
 
 Toopran:-
 
 The Toopran Unit received the Excellence Award for Export Performance
 from the federation of Commerce & Industry, Telangana. The Unit also
 won the Golden Peacock Award for Environment Management. The Unit has
 also received second prize in National Energy Conservation Awards in
 the food sector.
 
 (iii) Tea:
 
 Your Company bagged two awards at the 12th Golden Leaf India Awards -
 2016 which has been instituted by the Tea Board and United Planters''
 Association of Southern India (UPASI), Coonoor, for its high-quality
 tea produced at its Pachaimallai factory.
 
 The Company''s Estates and Manufacturing facilities are certified both
 Nationally and Internationally by Trustea, Rain forest Alliance, and
 Ethical Tea Partnership. These Certifications reaffirm the Company''s
 commitment to produce high-quality products in a sustainable and
 responsible manner, while protecting the environment.
 
 9.  Capital Expenditure:
 
 During the financial Year 2015-16, Rs, 2,609.73 Lakhs was incurred
 primarily on account of welfare, modernisation, up- gradation and other
 programmes undertaken in the various units of the Company.
 
 10.  Subsidiary Companies:
 
 I.  Eight O'' Clock Coffee Company (EOC):
 
 EOC''s Total Income during the financial Year 2015-16 at Rs,1046.27
 Crores, under Indian GAAP, was higher than the previous year''s total
 Income ofRs, 1007.64 Crores. The EOC volumes sold were marginally higher
 than the previous year amidst intense competitive spending. The EOC
 brand continues to grow. EOC''s total income also includes royalty
 income from the single serve K-cups sold under a licensing agreement
 with Keurig. K-cup volumes were lower than previous year due to intense
 competitive pressures. The Green cost was overall marginally lower than
 previous year, though the benefits of lower Green cost were seen better
 pronounced in second half of financial Year 2015-16. The Profit for the
 year was lower compared to previous year on account of lower K-cup
 revenues and higher costs.
 
 II.  Consolidated Coffee Inc. (CCI):
 
 CCI is the Holding Company of EOC. The Consolidated net profit after
 taxes was Rs, 80.46 Crores as compared to Rs, 99.91 Crores in the previous
 year.
 
 Performance of Subsidiaries:
 
 Pursuant to the provision of Section 129(3) of Companies Act, 2013, a
 statement containing salient features of financial Statements of
 subsidiaries in form AOC-1 is annexed as per Annexure A.
 
 The Company does not have any Associate or Joint Venture Companies. The
 Company has adopted a policy for determining the criteria of material
 subsidiaries which can be viewed at the Company''s website at
 www.tatacoffee.com.
 
 11.  Directors Responsibility Statement:
 
 Based on the framework of Internal financial Controls and compliance
 systems established and maintained by the Company, the work performed
 by the Internal, Statutory, Cost and Secretarial Auditors including
 Audit of Internal financial Controls over financial reporting by the
 Statutory Auditors and the reviews performed by Management and the
 relevant Board Committees, including the Audit Committee, the Board is
 of the opinion that the Company''s Internal financial Controls were
 adequate and effective during the financial Year 2015-16.
 
 Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies
 Act, 2013, the Board of Directors, to the best of their knowledge and
 ability, confirm that:
 
 (i) in the preparation of the accounts for the Financial Year ended
 31st March, 2016, the applicable accounting standards have been
 followed and that there are no material departures;
 
 (ii) they have 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 as at the end of the Financial Year and of the profits of
 the Company for that period;
 
 (iii) they have taken proper and sufficient care to the best of their
 knowledge and ability for the maintenance of adeguate accounting
 records in accordance with the provisions of the Companies Act, 2013
 for safeguarding the assets of the Company and for preventing and
 detecting fraud and other irregularities;
 
 (iv) they have prepared the Accounts for the Financial Year ended 31st
 March, 2016 on a ''going concern'' basis;
 
 (v) they have laid down Internal Financial Controls to be followed by
 the Company and such Internal Financial Controls are adeguate and are
 operating effectively;
 
 (vi) they have devised proper systems to ensure compliance with the
 provisions of all applicable laws and such systems were adeguate and
 are operating effectively.
 
 12.  Directors & Key Managerial Personnel:
 
 Mr. Chacko Purackal Thomas was appointed as an Additional Director of
 the Company. He was also appointed as Executive Director & Deputy CEO
 of the Company for a period of three years w.e.f 4th August, 2015. In
 terms of Article 101 of the Articles of Association of the Company read
 with Section 161 of the Companies Act, 2013, he holds office up to the
 date of the ensuing Annual General Meeting. The Company has received a
 notice from shareholder in terms of Section 160 of the Act signifying
 its intention to propose the appointment of Mr. Chacko as a Director.
 
 Mr. T Radhakrishnan has been re-appointed as Executive Director - ICD
 Operations of the Company by the Board at its meeting held on 16th May,
 2016, for a further term of 3 years w.e.f. 26th July, 2016.
 
 As per the provisions of the Companies Act, 2013, Mr. T Radhakrishnan
 and Mr. K Venkataramanan retire by rotation at the ensuing Annual
 General Meeting and being eligible, has offered themselves for
 re-appointment. The Board recommends their re-appointment.
 
 The necessary resolutions for their appointment are also being placed
 before the members for their consideration at the forthcoming Annual
 General Meeting.
 
 In compliance with provisions of Section 203 of the Companies Act,
 2013, The Managing Director and CEO, Executive Directors and the
 Company Secretary have been nominated as Key Managerial Personnel.
 
 All the Independent Directors have given declarations stating that they
 meet the criteria of independence as laid down under Section 149(6) of
 the Companies Act, 2013 and SEBI Listing Regulations. In the opinion of
 the Board, they fulfil the conditions of independence as specified in
 the Act and Rules made there under and are independent of the
 Management.
 
 13.  Board and Committee Meetings:
 
 An Annual calendar of Board and Committee Meetings planned during the
 year was circulated in advance to the Directors.
 
 The Board has constituted an Audit Committee with Mr. S.
 Santhanakrishnan, Ms. Sunalini Menon, Mr. V. Leeladhar and Mr.Siraj
 AzmatChaudhryas Members.There have been no instances during the year
 when recommendations of the Audit Committee were not accepted by the
 Board.
 
 The details of the composition of the Board and its Committees and of
 the Meetings held and attendance of the Directors at such Meetings are
 provided in the Corporate Governance Report. The intervening gap
 between the Meetings was within the period prescribed under the Act and
 Listing Regulations.
 
 14.  Governance Guidelines:
 
 The Company has adopted Governance Guidelines on Board Effectiveness.
 The Governance Guidelines encompasses aspects relating to composition
 and role of the Board, Chairman and Directors, Board Diversity,
 Definition of Independence, Director term, retirement age and
 Committees of the Board.  It also covers aspects relating to
 Nomination, Appointment, Induction and Development of Directors,
 Director Remuneration, Subsidiary oversight, Code of Conduct, Board
 Effectiveness Review and Mandates of Board Committees.
 
 15.  Policy on Director''s Appointment and Remuneration and other
 details:
 
 (a) Procedure for Nomination and Appointment of Directors:
 
 The Nomination and Remuneration Committee (NRC) has been mandated to
 oversee and develop competency requirements for the Board based on the
 industry requirements and business strateqy of the Company. The NRC
 reviews and evaluates the resumes of potential candidates for
 appointment of Directors and meets them prior to makinq recommendations
 of their nomination to the Board. Specific requirements for the
 position, including expert knowledge expected, are communicated to the
 appointee.
 
 On the recommendation of the NRC, the Board has adopted and framed a
 Remuneration Policy for the Directors, Key Managerial Personnel and
 other Employees pursuant to the provisions of the Companies Act, 2013
 and SEBI Listing Regulations. The remuneration determined for
 Executive/Independent Directors is subject to the recommendation of the
 Nomination and Remuneration Committee and approval of the Board of
 Directors. The Non-Executive Directors are compensated by way of profit
 sharing Commission and the criteria being their attendance and
 contribution at the Board/ Committee Meetings. The Executive Directors
 are not paid sitting fees; the Non-Executive Directors are entitled to
 sitting fees for the Board/Committee Meetings.
 
 It is affirmed that the remuneration paid to Directors, Key Managerial
 Personnel and all other employees is in accordance with the
 Remuneration Policy of the Company.
 
 The Company''s Policy on Directors'' Appointment and Remuneration and
 other matters provided in Section 178(3) of the Act and Regulation 19
 of SEBI Listen Regulations have been disclosed in the Corporate
 Governance Report, which forms part of this Report.
 
 (b) Familiarisation/Orientation program for Independent Directors:
 
 The Independent Directors attend a Familiarisation/ Orientation program
 on being inducted into the Board.  The details of Familiarisation
 program are provided in the Corporate Governance Report and are also
 available on our website. The Company issues a formal letter of
 appointment, outlining his/her role, function, duties and
 responsibilities, the format of which is available in our website
 https://www.tatacoffee.com.
 
 16.  Annual Evaluation of Board Performance and Performance of its
 Committees and of Directors:
 
 Pursuant to the applicable provisions of the Companies Act, 2013 and
 SEBI Listing Regulations, the Board has carried out an Annual
 Evaluation of its own performance, performance of the Directors and the
 working of its Committees on the evaluation criteria defined by
 Nomination and Remuneration Committee (NRC) for performance evaluation
 process of the Board, its Committees and Directors.
 
 The Board''s functioning was evaluated on various aspects, including
 inter alia degree of fulfilment of key responsibilities, Board
 structure and composition, establishment and delineation of
 responsibilities to various Committees, effectiveness of Board
 processes, information and functioning.
 
 The Committees of the Board were assessed on the degree of fulfilment
 of key responsibilities, adequacy of Committee Composition and
 effectiveness of Meetings. The Directors were evaluated on aspects such
 as attendance, contribution at Board/Committee Meetings and
 guidance/support to the Management outside Board/Committee Meetings.
 
 The performance assessment of Non-independent Directors, Board as a
 whole and the Chairman were evaluated in a separate meeting of
 Independent Directors. The same was also discussed in the Board
 Meeting. Performance evaluation of Independent Directors was done by
 the entire Board, excluding the Independent Director being evaluated.
 
 17.  Internal Control Systems & their adequacy:
 
 The Board has adopted policies and procedures for ensuring the orderly
 and efficient conduct of its business, including adherence to the
 Company''s policies, the safeguarding of its assets, the prevention and
 detection of frauds and errors, the accuracy and completeness of the
 accounting records, and the timely preparation of reliable financial
 disclosures.
 
 18.  Auditors:
 
 (1) Statutory Auditors:
 
 M/s SNB Associates, Chartered Accountants (Firm Registration No.
 015682N), were appointed as Statutory Auditors of the Company at the
 previous Annual General Meeting (AGM) of the Company held on 3rd
 August, 2015 to hold office till the conclusion of the ensuing AGM. A
 declaration from them has been received to the effect that they are
 eligible to act as Auditors of the Company under Section 141 of the
 Companies Act, 2013.
 
 M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm
 Registration No. 117366W) are proposed to be appointed as Statutory
 Auditors of the Company. They have signified their assent and confirmed
 their eligibility to be appointed as Auditors in terms of the
 provisions of Section 141 of the Companies Act, 2013 and Rule 4 of the
 Companies (Audit and Auditors) Rules, 2014.
 
 The Boa rd on the recon emendations of the Audit Com mite have
 resolved to place the proposal of Appointment/ Re-appointment of
 Statutory Auditors as follows:
 
 a) M/s SNB Associates, Chartered Accountants, as the Joint Statutory
 Auditors for a term of one year from the conclusion of ensuing AGM
 until the conclusion of the next AGM of the Company subject to the
 approval of the shareholders.
 
 b) M/s Deloitte Haskins & Sells LLP, Chartered Accountants, as
 Statutory Auditors for a term of five consecutive years i.e. from the
 conclusion of ensuing AGM until the conclusion of AGM of the Company to
 be held in the year 2021 subject to the ratification of their
 appointment by the shareholders at each AGM held after this AGM.
 
 (2) Cost Auditors:
 
 Pursuant to Section 148 of the Companies Act, 2013 read with Companies
 (Cost Records and Audit) Rules, 2014, as amended from time to time,
 your Company has appointed M/s Rao, Murthy & Associates, Cost
 Accountants to carry out Audit of Cost Records for the Financial Year
 2016-1/. Pursuant to the provisions of Section 148 of the Companies
 Act, 2013, read with The Companies (Audit and Auditors) Rules, 2014,
 Members are requested to consider the ratification of the remuneration
 payable to M/s Rao, Murthy & Associates.
 
 (3) Secretarial Auditor:
 
 Pursuant to the provisions of Section 204 of the Companies Act, 2013
 and the rules made there under, the Company had appointed Mr. Sudhir V.
 Hulyalkar, Company Secretary in Practice (CP No. 613/) to undertake the
 Secretarial Audit of the Company for the year ended 31st March, 2016.
 The Secretarial Audit Report issued in this regard is annexed as
 Annexure B.
 
 The Auditors'' Report and the Secretarial Audit Report for the Financial
 Year ended 31st March, 2016 do not contain any qualification,
 reservation, adverse remark or disclaimer.
 
 19.  Risk Management:
 
 The Company has constituted a Risk Management Committee which has been
 entrusted with the responsibility to assist the Board in (a) Approving
 the Company''s Risk Management framework and (b) Overseeing all the
 risks that the organization faces such as strategic, financial,
 liquidity, security, regulatory, legal, reputational and other risks
 that have been identified and assessed to ensure that there is a sound
 Risk Management Policy in place to address such concerns/risks. The
 Risk Management process covers risk identification, assessment,
 analysis and mitigation. Incorporating sustainability in the process
 also helps to align potential exposures with the risk appetite and
 highlight risks associated with chosen strategies.  The Audit Committee
 has additional oversight in the area of financial risks and controls.
 Major risks identified by the business and functions are systematically
 addressed through mitigating actions on continuing basis.
 
 The Company has adopted a Risk Management Policy in accordance with the
 provisions of the Companies Act, 2013 and Regulation 21 of SEBI Listing
 Regulations.
 
 20.  Particulars of Loans, Guarantees and Investments:
 
 The details of Loans and Investments covered under the provisions of
 Section 186 of the Companies Act, 2013 are given in the Notes to the
 Financial Statements forming part of Annual Report. The Company has not
 provided any guarantees during the Financial Year.
 
 21.  Fixed Deposit:
 
 The Company has not accepted any Public Deposits during the Financial
 Year under review.
 
 22.  Related Party Transactions:
 
 All Related Party Transactions that were entered into during the
 Financial Year were on an arm''s length basis, in the ordinary course of
 business and in compliance with the applicable provisions of the
 Companies Act, 2013 and the SEBI Listing Regulations. There were no
 materially significant Related Party Transactions made by the Company
 during the year that required Shareholders'' approval under Regulation
 23 of the SEBI Listing Regulations.
 
 All Related Party Transactions are placed before the Audit Committee
 for prior approval and a statement of all Related Party Transactions is
 placed before the Audit Committee for its review on a quarterly basis,
 specifying the nature, value terms and conditions of the transactions.
 Prior omnibus approval of the Audit Committee is obtained for the
 transactions which are repetitive in nature.
 
 None of the transactions with related parties falls under the scope of
 section 188(1) of the Companies Act, 2013. Information on transactions
 with related parties pursuant to section 134(3)(h) of the Act read with
 rule 8(2) of the Companies (Accounts) Rules, 2014 are given in
 Annexure in Form AOC-2and forms part of this report.
 
 The Company has adopted a Related Party Transactions Policy which is
 approved by the Board and the same may be viewed on the Company''s
 website at the web link:
 http://www.tatacoffee.com/investors/related_party.pdf
 
 23.  Corporate Governance & Management Discussion & Analysis:
 
 The Company is in compliance with all the provisions of Corporate
 Governance as stipulated in the Regulations under Chapter IV of SEBI
 Listing Regulations. The Compliance Report on Corporate Governance is
 annexed and forms part of this Report. The Certificate from the
 Auditors of the Company confirming compliance with the provisions of
 Corporate Governance forms part of the Corporate Governance Report.
 
 (i) Tata Coffee Code of Conduct for the Prevention of Insider Trading:
 
 The Board of Directors has adopted the Insider Trading Policy in
 accordance with the requirements of SEBI Listing Regulations. The
 policy lays down guidelines and procedures to be followed, disclosures
 to be made while dealing with shares of the Company and the
 consequences of violation. The objective of the policy is to regulate,
 monitor and report Trading in Securities of the Company by Employees in
 order to maintain highest ethical standards.
 
 (ii) Listing Agreement:
 
 The Securities and Exchange Board of India (SEBI) issued SEBI
 Regulations, 2015 with the objective to consolidate and streamline the
 provisions of the Listing Agreement for different segments of capital
 markets and to ensure better enforceability effective December 1, 2015.
 Accordingly, the Listed Companies were required to enter into fresh
 Listing Agreement with the Stock Exchanges. The Company has entered
 into Listing Agreements with NSE and BSE.
 
 The Management Discussion and Analysis Report for the year under review
 is presented in a separate section and forms a part of the Directors''
 Report.
 
 24.  Employees Welfare:
 
 The Company continues to focus on welfare and improving the quality of
 lives of its Employees by providing educational assistance to their
 children, creche and child care facilities, transport at subsidized
 rate to school going children and supply of provisions at cost through
 co-operative stores.
 
 25.  Policy on Prevention, Prohibition and Redressal of Sexual
 Harassment at Work place:
 
 The Company has zero tolerance for sexual harassment at workplace and
 has adopted a Policy on 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 there under. The policy aims to
 provide protection to Employees at the workplace and prevent and
 redress complaints of sexual harassment and for matters connected or
 incidental thereto, with the objective of providing a safe working
 environment, where Employees feel secure. The Company has also
 constituted an Internal Complaints Committee, known as the Prevention
 of Sexual Harassment (POSH) Committee, to enguire into complaints of
 sexual harassment and recommend appropriate action.
 
 During the Financial Year 2015-16, the Company received 2 complaints on
 sexual harassment, which has been disposed off and appropriate actions
 were taken. No complaints are pending.
 
 26.  Whistle Blower/Vigil Mechanism:
 
 The Company has adopted a Whistle Blower Policy 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 Conductor Ethics Policy. The Policy provides for
 adequate safeguards against victimization of Employees who avail of the
 mechanism and also provides for direct access to the Chairman of the
 Audit Committee. It is affirmed that no personnel of the Company has
 been denied access to the Audit Committee. The Whistle Blower Policy
 has been posted on the website of the Company www.tatacoffee.com
 
 27.  Corporate Social Responsibility:
 
 The Corporate Social Responsibility (CSR) policy of the Company and the
 initiatives undertaken by the Company on CSR activities during the year
 are set out in Annexure D of this report in the format prescribed as
 per the Companies (Corporate Social Responsibility Policy) Rules, 2014.
 
 The Company has a Corporate Social Responsibility Policy and the same
 has been posted in the website of the Company (www.tatacoffee.com).
 
 28.  Annual Return:
 
 Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of
 the Companies (Management and Administration) Rules, 2014, the extract
 of the Annual Return in Form MGT-9 is annexed herewith as Annexure E.
 
 29.  Particulars of Employees and Remuneration:
 
 In terms of the first proviso to Section 136 of the Companies Act,
 2013, the Reports and Accounts are being sent to the shareholders
 excluding the information required under Rule 5(2) and (3) of the
 Companies (Appointment and Remuneration of Managerial Personnel) Rules,
 2014. Any shareholder interested in obtaining the same may write to the
 Company Secretary at the Registered Office of the Company.
 
 Statement containing information as required under Section 197(12) of
 the Companies Act, 2013, read with Rule 5 of the Companies (Appointment
 and Remuneration of Managerial Personnel) rules, 2014, is annexed as
 Annexure F.
 
 30.  Particulars of Conservation of Energy, Technology Absorption and
 Foreign Exchange Earnings and Outgo:
 
 The Statement pursuant to Section 134 (3) (m) of the Companies Act,
 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is
 annexed as Annexure G.
 
 31.  Significant and Material Orders passed by the Regulators or
 Courts:
 
 There are no significant or material orders which were passed by the
 Regulators or Courts or Tribunals which impact the going concern status
 and the Company''s Operations in future.
 
 Green Initiatives:
 
 In commitment to keep in line with the Green Initiative and going
 beyond it to create new green initiatives, electronic copies of the
 notice of the AGM are sent to all members whose email addresses are
 registered with the Company/Depository Participant(s). For members who
 have not registered their e-mail addresses, physical copies are sent
 through the permitted mode.
 
 Acknowledgement:
 
 The Directors thank the Company''s employees, customers, vendors,
 investors for their continuous support.
 
 The Directors also thank the Government of India, Government of various
 States in India and concerned government departments/agencies for their
 co-operation.
 
 The Directors appreciate and value the contributions made by every
 member of Tata Coffee family.
 
                                               On behalf of the Board
 
 Place: Bengaluru                                      R. HARISH BHAT
 
 Dated: 16th May, 2016                                       Chairman
Source : Dion Global Solutions Limited
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