The Directors are pleased to submit their fifty second report together
with the audited financial statements of the Company for the year ended
31st March 2015.
Rs. in crores Consolidated Standalone
2014-15 2013-14 2014-15 2013-14
Revenue from 7,993 7,738 2,885 2,683
Profit from 775 752 317 283
Less : Depreciation (133) (129) (20) (16)
Profit from 642 623 297 267
Finance Costs and
Add: Other Income
group dividends 70 82 155 185
Less : Finance Costs (82) (87) (34) (39)
Profit before 630 618 418 413
Exceptional items (net) (130) 89 (69) 172
Profit before tax 500 707 349 585
Provision for tax (216) (185) (60) (138)
Profit after tax 284 522 289 447
Share of Net loss in (11) (13) - -
Minority Interest (25) (28) - -
Profit for the year 248 481 289 447
Add: Surplus brought 3,276 2,990 820 565
forward from previous
Add: Transfer from - 81 - 81
Add: Adjustment on 20 - 2 -
Amount available 3,544 3,552 1,111 1,093
Proposed dividend (142) (139) (142) (139)
Dividend distribution (21) (10) (19) (8)
Transfer to debenture - (81) - (81)
Transfer to general (49) (46) (29) (45)
Adjustment on (1) - (1) -
evaluation of useful
life of Fixed Asset
(213) (276) (191) (273)
Retained in profit 3,331 3,276 920 820
and loss statement
State of company''s Affairs consolidated Performance
For the year ended 31st March 2015, your Company''s consolidated Income
from Operations at Rs. 7,993 crores registered a growth of 3%. The
increase was higher at 5% at prior year exchange rates. The improvement
in the topline reflects improved performance from our branded business
and a stable performance from the non-branded business. Markets such
as India, Canada, and Australia along with new businesses like
Starbucks, NourishCo and MAP business in Australia contributed to
revenue growth within the branded business. As regards the non branded
business, while Coffee extraction sales were higher, plantation
business was impacted by seasonality and pest infestation translating
to lower crop available for sale.
Profit from Operations at Rs. 642 crores grew 3% over the prior year.
The improvement in operational profits was attributable to the improved
performance in the branded business despite lower profits in the
plantation business and higher spends in new ventures. The growth in
income and profits were achieved in context of a highly competitive
environment mainly in the international markets.
Profit before and after tax was however lower because of the impact of
exceptional items. Your Company recognised non-cash impairment losses
amounting to Rs. 95 crores relating to businesses in China and Eastern
Europe. The impairment relating to the China business is on account of
delays in start up and stabilisation of technology for an enhanced
product range. In the case of Eastern Europe, the goodwill impairment
mainly relates to Russia and to a lesser extent to Eastern European
branded business. In Russia, the impairment is arising due to adverse
macroeconomic environment with resultant adverse impact on interest and
discounting rates used for impairment assessment.
The year saw a strong focus on the green and specialty tea category and
innovative product launches. In the UK, Tetley launched a range of
''super green teas'' that are the first functional green teas in the UK
with proven health benefits. The teas have added vitamins and premium
natural flavours. In Canada, Tetley launched a premium line of
specialty teas called the Tetley Signature Collection to reinforce
Tetley''s leadership position in Specialty teas in Canada. In Poland,
the Vitax brand launched Herbal Inspirations - a unique fusion of
well-known herbal tastes with a hint of sweetness: Mint & Honey,
Chamomile & Caramel and Lemon Balm & Vanilla. We have expanded our
footprint in the Middle East with new distribution and new product
launches with encouraging early results.
In the coffee segment, the acquisition of the MAP brand gave TGB entry
into the coffee segment in Australia in roast & ground coffee as well
as the fast growing single serve segment.
We are delighted to report that our strategic partnership with
Starbucks and PepsiCo has reflected good growth.
Your Company''s Income from Operations for the year ended 31st March
2015 was Rs. 2,885 crores, registering an improvement against the prior
year, driven by increase in volumes and prices with improved
performance of both national and regional brands. Profit from
operations at Rs. 297 crores was higher than previous year mainly
driven by top line improvements. Profit before and after tax was
however lower because of the impact of exceptional items. Your
Company recognised non-cash impairment losses amounting to Rs. 62
crores relating to its investment in the China business. The impairment
is on account of delays in start up and stabilisation of technology for
an enhanced product range.
The Indian business recorded good growth under the flagship ''Tata Tea''
brand and most of the regional brands. We continue to be the market
leaders in both volume and value terms. Your Company is pleased to
announce record sales achieved in volume terms. In line with your
Company''s strategy of promoting good for you beverages and
recognising the consumer shift to health and wellness, the Indian
operations strengthened focus on the green tea category. In addition to
significant improvement in performance by Tetley Green tea, Tata Tea
Acti green was launched aimed at popularising green tea and making it
accessible to a wide range of consumers with convenient price points
and milder blends, in exciting Indian flavours. Your Company is also
the market leader in the green tea segment.
Himalayan water, a brand inherited on amalgamation, is focussing on
profitable growth. The brand profitability was impacted due to the
imposition of an excise duty which was previously exempt and became
applicable effective September 2014. Whilst, NourishCo, our JV with
PepsiCo, is focussing on sale of this brand in the Indian market, your
Company is also evaluating options for scale up in the international
Amalgamation of Mount Everest Mineral Water Limited with the company
Pursuant to the Scheme of Amalgamation sanctioned by the Hon''ble High
Courts at Calcutta and Himachal Pradesh, Mount Everest Mineral Water
Limited (MEMW), a subsidiary of your Company, engaged in sourcing and
selling of natural mineral water, has been amalgamated with the Company
with effect from 1st April 2013. The Scheme came into effect on 18th
May 2015 , the day on which both the orders were filed with the
respective Registrar of Companies, and pursuant thereto the entire
business and all the assets and liabilities, duties and obligations of
MEMW have been transferred to and vested in the Company with effect
from 1st April 2013.
In consideration of the Scheme of Amalgamation, your Company will be
issuing 1.27 crores equity shares to the shareholders of
MEMW as of the Record date. Post issue of such shares, the paid up
capital would go up to Rs. 63.11 crores.
Your Directors are pleased to recommend for the approval of the
shareholders a dividend of Rs. 2.25 per share on the equity share
capital of the Company with respect to the financial year 2014-15. The
said dividend of Rs. 2.25 per share is also payable on the new equity
shares to be issued to the shareholders of the erstwhile Mount Everest
Mineral Water Limited on the amalgamation of MEMW with the Company. The
total outgo on account of dividend, inclusive of taxes, for 2014-15 is
Rs. 162 crores which represents a pay-out of 56% of the Company''s stand
Transfer to Reserves
An amount of Rs. 28.90 crores is proposed to be transferred to General
Reserves out of the amount available for appropriation and an amount of
approximately Rs. 100 crores is proposed to be retained in the profit
and loss statement.
Review of Subsidiaries, Associates and Joint Venture Companies
Pursuant to Section 129(3) of the Companies Act, 2013, the consolidated
financial statements of the Company and its subsidiaries, joint
ventures and associates, prepared in accordance with the relevant
Accounting Standard specified under Section 133 of the Companies Act,
2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, form
part of this Annual Report. Pursuant to the provisions of said section,
a statement containing the salient features of the financial statements
of the Company''s subsidiaries, associates and joint ventures in Form
AOC-1 is given in this Annual Report. Further, pursuant to the
provisions of Section 136 of the Companies Act, 2013, the financial
statements of the Company, consolidated financial statements along with
relevant documents and separate accounts in respect of subsidiaries are
available on the website of the Company.
There have been no material changes in the nature of the business of
the subsidiaries (including associates and joint ventures) during the
financial year 2014-15. Acquisitions/ divestments, as applicable have
been adequately disclosed in the financial statements.
Your Company has adopted a policy for determining material subsidiaries
in terms of Clause 49 of the Listing Agreement. The Policy as approved
may be accessed on the Company''s website at the link:
Performance highlights of key operating subsidiaries / associates /
Tata coffee Limited
Tata Coffee Limited recorded a turnover of Rs. 684 crores during
2014-15 compared to Rs. 651crores in the previous year, registering an
increase of 5% attributed to improved instant coffee sales even as
coffee plantation sales was impacted due to seasonality and tea
plantation was affected by pest infestation translating to lower crops
available for sale. The instant coffee export sales to regions other
than Russia improved whilst sales to Russia were at the previous year''s
levels. Coffee plantation operations however remained flat with volume
shortfall being partially offset through better realisations. Profit
from Operations for the year ended 31st March 2015, at Rs. 104 crores
was lower than the previous year. Profit before and after Tax for the
year 2014-15 was Rs. 142 crores and Rs. 102 crores vis-a-vis Rs. 148
crores and Rs. 107 crores respectively in the previous year.
The Directors of Tata Coffee Limited have recommended a dividend of
Rs.1.30 per share for the year 2014-15 which is same as last year.
To avoid over dependence on selected markets such as Russia, for the
instant coffee export business, the management has continually focussed
on newer geographies and witnessed improvements in sales by identifying
new customers in various new countries. In keeping with the group focus
on innovation, Tata Coffee launched new instant coffee products and new
packaging as a hedge against commoditisation.
The instant coffee operation in Tata Coffee continues to demonstrate
their focus on process centric approach and operational discipline. As
part of sustaining operational excellence, the Theni unit had been
certified for ISO 14001,
Halal & Kosher, BRC&IFS and Toopran unit was certified for ISO 14001
and 18000. Both the Theni and Toopran sites won the CII Environment
systems award for the year.
Nourishco Beverages limited
NourishCo Beverages Limited, the Joint venture with PepsiCo, is driving
our water agenda in India. It distributes the ''Himalayan'' brand which
operates in the premium segment, manufactures and distributes Tata
Water Plus which is fortified water in the mass segment and Tata Gluco
Plus in the enhanced water segment.
Himalayan brand is focussing on profitable growth. A new TV
advertisement for Himalayan went live on media in February 2015 to
communicate the Himalayan ''Live Natural'' proposition and build source
Both Tata Gluco Plus and Tata Water plus reflected good growth through
distribution expansion. NourishCo Beverages is now present in 7 states
- Maharashtra, Gujarat, UP, MP, Karnataka, Tamil Nadu and Andhra
Pradesh. Tata Gluco Plus underwent a brand refresh including a
packaging change and a catchy TVC highlighting its glucose energy
Tata Starbucks Private Limited
Tata Starbucks added 29 new stores during the year taking the store
count to 72 stores as at the end of the financial year. The business
continues to perform well and the overall performance of most stores
continues to be robust. The company launched its loyalty programme
during the year and received encouraging response. The focus during the
year has been improving customer experience and sharing coffee
knowledge. In order to achieve this, we commenced coffee master
certification program and as at March 2015, we have 60 certified coffee
masters. Our commitment to community continues to be a key priority at
our stores and participated in 172 community initiatives during the
Tata Starbucks which was originally incorporated as a Public Company
under the name ''Tata Starbucks Limited'' was converted into a private
limited company on 16th March 2015 pursuant to Section 18 of the
Companies Act, 2013 and Rules framed thereunder.
Amalgamated Plantations Private Limited (APPL)
For financial year 2014-15, APPL''s turnover was in line with prior
year. However, its performance was severely affected by lower crop due
to severe drought conditions and higher wages reflecting wage revision
during the year.
Kanan Devan Hills Plantation company Private limited (KDHP)
For financial year 2014-15, KDHP''s turnover was marginally lower than
previous year. Profits were lower compared to previous year due to
lower realisation in South India and increase in wages reflecting wage
revision during the year.
Eight O clock coffee company (EOc)
EOC''s total income during 2014-15 at Rs.1,008 crores, under Indian
GAAP, was marginally lower than the previous year''s total income of Rs.
1,026 crores. The reduction in top-line is due to lower bagged coffee
volumes in the first half of the year. However, in the second half,
EOC volumes increased, driven by its popular consumer programs and
effective promotional listings.
EOC''s total Income also includes royalty income from the single serve
K- cups sold under a licensing agreement with Keurig.
K-cup volumes increased significantly year on year due to growth in the
single serve business and addition of four new EOC SKU''s. Overall
profitability of EOC improved over the previous year.
Tata Global Beverages Group limited, uk
The consolidated income from Tata Global Beverages Group Limited UK,
under Indian GAAP which substantially reflects the financial
performance of the Tetley business and other international brands, at
Rs 3,462 crores was flat over the prior year. At prior year exchange
rate, the underlying growth is 3%.
The underlying growth in sales is mainly attributable to growth in
Canada, improvements in Australia and growth in Middle East. The
Russian business had reflected an improved operating performance in
underlying currency but currency devaluation resulted in a decrease in
the reported numbers. Profit from Operations in underlying terms was
lower than prior year levels due to one off costs and launch expenses
incurred in Middle East.
Non-cash goodwill impairment losses were recognised in these financial
statements. The goodwill impairment mainly relates to Russia and to a
lesser extent to Eastern European branded business. In Russia, the
impairment arose due to adverse macroeconomic environment with
resultant adverse impact on interest and discounting rates used for
Tata tea extractions inc
Tata Tea Extractions Inc, a wholly owned subsidiary in the USA supplies
customer specific tea ingredients to Iced Tea Beverage companies.
Despite a tough year mainly due to the challenging market conditions
with a marginal drop in sales, the Company posted an increase in its
operating earnings against previous year driven by a combination of
favourable product mix, improved realisation from the customers and
lower input costs.
The income from operations at USD 14.3 million was marginally lower
than prior year. Net earnings after tax for 2014-15 was also marginally
lower as compared to the previous year.
china Joint Venture - Zhejiang tata tea extraction company Limited
Delays continue in stabilisation of the China project. There has,
however, been some improvement in recent months with stabilisation of
production relating to certain product lines. Alternative technology
is being examined for other product lines. Going forward production
stabilisation and establishing a pipeline of external customers in
various overseas markets will be the key to the success of the project.
estate Management Services Private limited (EMSPL)
EMSPL, Sri Lanka in which your company holds 31.85% shares, is the
holding company for Watawala Plantations Limited. Watawala is one of
the largest producers of tea and palm oil
in Sri Lanka. During the year, the topline of EMSPL reflected a good
growth over the prior year attributable to improved volumes.
Consequently profitability has also been robust. The EMSPL group
continues to perform well under difficult trading conditions.
Companies which have become or ceased to be Subsidiaries, Associates
and Joint Ventures
During the year 2014-15, while TRIL Constructions Limited and Earth
Rules Pty Limited became subsidiaries of the Company, Alliance Coffee
Limited and B Jets Pte Limited ceased to be subsidiary and associate
respectively. No company either became or ceased to be a Joint Venture
community Development, Employees'' Welfare and Environment conservation
The Company pursued several community/ employee welfare activities, the
highlights of which are as follows:
* Symposium organised in Guhawati to announce the ETP - UNICEF
partnership towards women empowerment. This is expected to cover 350
communities over 100 estates in three districts in Assam.
* General Hospital in Munnar and the Chubwa Hospital in Assam continued
to provide quality medical services in their respective communities.
The Muthuvan Tribal patients in Munnar are continued to be provided
free medical treatment.
* Your company continues to support the St. Judes India Childcare
Centres, an organisation that provides needy children undergoing
treatment for cancer with a clean, safe, hygienic place to stay along
with nutritional support and transportation to hospital for treatment,
as well as recreation, education and counseling.
Human Resources and industrial Relations
During the year under review, industrial relations remained harmonious
at all our offices and establishments. Two long-term wage settlements
were signed at Cochin and Munnar.
We sustained our focus on attracting and nurturing talent and
developing organisational capabilities in order to strengthen the
foundation for future business growth.
As part of re-energizing the organisation, people managers created
impact plans, post the last Employee Engagement survey, in
collaboration with their teams, and put those to action. Investment
was made in enhancing people manager''s capability in driving high
performance and unleashing the potential of their teams. A new Global
program named Brewing Brilliance was launched in order to create a
culture of appreciation and recognition; which is playing an important
role in strengthening the high performance culture and people feeling
valued. Leadership effectiveness was also improved through the 3600
survey which provided feedback to senior leaders on Tata Leadership
We consistently improved our Affirmative action initiatives in the
areas of Employment, Employability, Entrepreneurship and Education. A
need and impact study was conducted through Tata Institute of Social
Sciences (TISS) to help sharpen our Affirmative action strategy.
corporate Governance and MD &A
A detailed report on Corporate Governance is separately attached
together with a report on Management Discussion and Analysis (MDA). The
MDA also covers the consolidated operations and reflects the global
nature of our business.
Business Responsibility Report
Vide its Circular dated 13th August 2012, Securities and Exchange Board
of India (SEBI) mandated the inclusion of Business Responsibility
Report (BRR) as a part of the Annual Report for top 100 listed entities
based on their market capitalisation on BSE Limited and National Stock
Exchange of India Limited, as on 31st March 2012. Pursuant to the
above, the Stock Exchanges amended the listing agreement by inclusion
of Clause 55 providing a suggested framework of a BRR, describing
initiatives taken by the company from an environmental, social and
governance perspective. The Company''s BRR is hosted on its website
www.tataglobalbeverages.com. Any shareholder interested in obtaining a
physical copy of the same may write to the Company Secretary at the
Registered Office of the Company.
Tata Business Excellence Model (TBEM)
At TGB, we have been focussing on nurturing the company''s internal team
to create ''Quality'' conscious leaders, who will support our journey of
business excellence. Towards this end, we have conducted programs on
Essentials of Excellence across our 3 regions covering employees
across functions and regions. TBEM 2014 External Application was
completed and submitted to Tata Quality Management Services on time,
involving 100 employees in the application writing process this year.
TGB''s score on TBEM has moved up the excellence band and is now in the
450 - 550 which indicates Good Performance. TBEM action plan workshops
were conducted in the 3 regions in February and March 2015, to develop
action plans on areas for improvement and to enable us to move forward
in the excellence journey.
Vigil Mechanism / Whistle Blower Policy
The Company has a vigil mechanism for directors and employees to report
their concerns about unethical behaviour, actual or suspected fraud or
violation of the code of conduct/business ethics that provides for
adequate safeguards against victimization of the director(s) and
employee(s) who avail of the mechanism. No director/employee has been
denied access to the Chairman of the Audit Committee.
Internal Financial Controls
The Company has adequate system of Internal Controls which are detailed
in the Management Discussion and Analysis Report.
Annual Evaluation of the Board, its Committees and individual Directors
The Board of directors had carried out an annual evaluation of its own
performance, board committees and individual directors as required
under the Companies Act, 2013 and the listing agreement. The
performance of the board was evaluated by the board after seeking
inputs from all the directors on the basis of criteria such as board
composition, structure, board processes and their effectiveness,
information given to the board etc. The performance of the board
committees was evaluated by the board after seeking inputs from the
committee members on the basis of criteria such as committee
composition, structure, effectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee (NRC) reviewed
the performance of the individual directors on the basis of criteria
such as contribution at meetings, their preparedness on the issues to
be discussed etc. Additionally the Chairman was also evaluated on key
aspects of his role.
The NRC has formulated a policy relating to the remuneration for the
directors, key managerial personnel and other employees. The
philosophy for remuneration is based on the commitment of fostering a
culture of leadership with trust. The remuneration policy has been
prepared pursuant to the provisions of Section 178(3) of the Companies
Act, 2013, and Clause 49 of the Listing Agreement. While formulating
this policy, the NRC has considered the factors laid down in Section
178(4) of the Companies Act, 2013, which are as under:
* that the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate directors of the quality
required to run the company successfully;
* relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
* remuneration to directors, key managerial personnel and senior
management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to
the working of the company and its goals.
The key principles governing the remuneration policy are as follows:
* Market competitiveness
* Role played by the individual
* Reflective of size of the company, complexity of the sector/
industry/ company''s operations and the company''s capacity to pay
* Consistent with recognised best practices and
* Aligned to any regulatory requirements.
In accordance with the policy, the Managing / Executive directors /
KMPs / employees are paid basic/ fixed salary, benefits, perquisites
and allowances and annual incentive remuneration/ performance linked
bonus subject to achievement of certain performance criteria and such
other parameters as may be considered appropriate from time to time by
the Board. The performance linked bonus would be driven by the outcome
of the performance appraisal process and the performance of the
The non-executive Directors, including Independent Directors, are paid
Sitting fees for attending the meetings of the Board and Committees of
the Board. The Company paid a fee of Rs. 20,000 per meeting per
director for attending meetings of the Board, Audit and Executive
Committees. For meetings of all other Committees of the Board, a
Sitting fee of Rs. 10,000 per meeting per director was paid. Within the
ceiling of 1% of net profits of the Company computed under the
applicable provisions of the Companies Act, 2013, the Non-Executive
Directors including Independent Directors are also paid a commission,
the amount whereof is determined by the Board. The basis of determining
the specific amount of commission payable to a Non-Executive Director
is related to his attendance at meetings, role and responsibility as
Chairman/Member of the Board/Committees and overall contribution as
well as time spent on operational matters other than at the meetings.
The shareholders of the Company had approved payment of commission to
the non-executive directors at the Annual General Meeting held on 26th
August 2014, which is valid up to the financial year ended 31st March
2019. No Stock option has been granted to the Non-Executive Directors.
The NRC is also responsible for developing competency requirements for
the Board and in this regard conducts a gap analysis to determine the
Board composition on a periodic basis including each time a directors
appointment or reappointment is required. The NRC has framed a policy
to determine the
qualifications, positive attributes and independence of a director.
The key features of the policy are:
* Qualifications - The Board nomination process encourages diversity of
thought, experience, knowledge, age and gender. It also ensures that
the Board has an appropriate blend of functional and industry
* Positive Attributes- Apart from the duties of directors as prescribed
in the Companies Act, 2013, the directors are expected to demonstrate
high standards of ethical behavior, communication skills and
independent judgment. The directors are also expected to abide by the
respective Code of Conduct as applicable to them.
* Independence - A director will be considered independent if he / she
meet the criteria laid down in Section 149(6)bof the Companies Act,
2013 and Clause 49 of the Listing Agreement.
Number of meetings of the Board
Six meetings of the Board of Directors were held during the year
2014-15. For further details, please refer to the Corporate Governance
Report, which forms part of this Annual Report.
The details pertaining to composition of audit committee are included
in the Corporate Governance Report which forms part of this Annual
Significant and material orders passed by the Regulators or courts
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the
Company and its future operations.
corporate Social Responsibility
The Corporate Social Responsibility (CSR) Committee has framed the
Natural Beverages Policy which is its CSR policy indicating the
activities to be undertaken by the Company which has been approved by
the Board. The objective is to contribute to our vision to be the most
admired natural beverages company in the world, and strive to be the
consumer''s first choice in sustainable beverage production and
consumption. This is built around five pillars of sustainability -
community development, sustainable sourcing, climate change, water
management and waste management.
The report on CSR activities as required under Companies (Corporate
Social Responsibility Policy) Rules, 2014 is given in Annexure 1
forming part of this report.
The CSR Policy may be accessed on the Company''s website at the link
During the year under review, the Company has spent Rs. 3.91 crores
(around 2.10 % of the average net profits of last three financial
years) on CSR activities on projects qualifying as per Section 135 of
the Companies Act, 2013 duly approved by the CSR Committee.
In addition to the projects specified under CSR activities under
section 135 of Companies Act 2013, the Company has also carried out
several other sustainability / welfare initiatives and projects on a
In 2014, for the third year in a row, Tata Global Beverages (TGB) was
recognised on the Climate Disclosure Leadership Index (CDLI), and
ranked first in the Consumer Staples sector in India by CDP Our carbon
intensity has decreased by 28% over the past three financial years. In
August 2014, TGB initiated Project Sustainable Plant Protection
Formulation (S-PPF), which is a collaboration between Tata Group
companies - TGBL, Rallis, Tata Chemicals, Amalgamated Plantations
(APPL), Kanan Devan Hill Plantations (KDHP) and Tata Coffee. S-PPF is
being implemented with the objective of developing a portfolio of
bio-pesticides and corresponding package of practices. TGB is committed
to 100% sustainable sourcing of its tea by 2020. Tetley has achieved
63% Rainforest Alliance certified tea in FY 2014-15. TGB is one of the
founding members of trustea - the India Sustainable Tea Code which is a
multi-stakeholder initiative led by the Tea Board of India. The program
has the ambitious goal to sustainably transform 500 million Kg of
Indian tea and make a positive impact on the livelihood of 500,000 tea
plantation workers and 40,000 small holders by 2016. During the year,
KDHP set an industry benchmark by facilitating 1260 small tea growers
in Wayanad and Idukki regions of Kerala to achieve both the Rainforest
Alliance and trustea certifications. In Tata Coffee, water catchment
areas are identified with GPS survey and 227 large water storage
reservoirs equivalent to 110 hectares of water area have been built to
store 583 million gallons (2.2 billion litres) of water that meets 95%
of the annual water requirements in the plantations. The Company also
supports a general hospital and school in Munnar which caters to the
Company employees, its associate Company as well as the local
communities. The Company as a part of its business activities pursues
various social and rural engagement initiatives. The Gaon Chalo
program, our effort in last mile rural distribution, is present in 18
states with direct reach in 70,000 villages. The Jaago Re- Power of 49
campaign had over 2 million direct interactions and 0.8 million issues,
and 1.2 million fans on facebook. The Company maintained leadership in
gender diversity of 39.1% for graded employees globally.
Particulars of employees
The Information required under Section 197 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are given in Annexure 2 which forms part of this report.
Pursuant to Section 149 (14) of the Companies Act, 2013 the details of
remuneration received from the Managing and Executive directors from
the Company''s subsidiary company during 2014-15 is also given in
Annexure 2 attached to this report.
Particulars of Loans, Guarantees or Investments by the Company
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are provided in
Annexure 3 attached to this report.
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in overseeing and approving the Company''s risk management
framework. The Company has a comprehensive Risk policy and a Risk
Register detailing the risks that the Company faces under various
categories like strategic, financial, credit, market, liquidity,
security, property, IT, legal, regulatory, reputational and other
risks and these have been identified and suitable mitigation measures
have also been formulated. The Risk Management Committee reviews the
key risks and the Risk register and the mitigation measures
periodically which was hitherto being carried out by the Audit
Committee. The Audit Committee has additional oversight in the area
of financial risks and control.
Disclosures as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
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 thereunder for prevention and
redressal of complaints of sexual harassment at workplace.
Deposits from public
The Company has not accepted any deposits from the public during the
year under review. No amounts on account of principal or interest on
deposits from public was outstanding as on 31st March 2015.
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Dr. Asim Kumar
Chattopadhyay, Company Secretary in Practice, to carry out the
Secretarial Audit of the Company. The Report of the Secretarial Audit
for 2014-15 is attached herewith as Annexure 4. There are no
Secretarial qualifications in the said report.
As provided under Section 92(3) of the Companies Act, 2013, the extract
of annual return in Form MGT-9 is given in Annexure 5 which forms part
of this report.
Directors'' Responsibility Statement
Pursuant to Section 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 2015, the applicable accounting standards have been followed
and that there are no material departures;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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
profits of the Company for that period;
(iii) That the Directors have taken proper and sufficient care to the
best of their knowledge and ability for the maintenance of adequate
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) That they have prepared the accounts for the financial year ended
31st March 2015 on a ''going concern'' basis.
(v) The Directors have laid down internal financial controls for the
company which are adequate and are operating effectively.
(vi) The Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and such systems are
adequate and are operating effectively.
Based on the existing system of internal financial controls and
compliance systems established and maintained by the Company,
work performed by the internal, statutory and secretarial auditors
and representation made by the Management to 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 2014-15.
Related Party Transactions
All Related party transactions that were entered into during the
financial year were on an arms length basis and in the ordinary course
of business. There are no material significant related party
transactions made by the Company during the year that would have
required shareholder approval under Clause 49 of the Listing Agreement.
All related party transactions are reported to the Audit Committee.
Prior approval of the Audit Committee is obtained on a yearly basis for
the transactions which are planned and/ or repetitive in nature and
omnibus approvals are taken within limits laid down for unforeseen
The disclosure under Section 134(3)(h) of the Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules,
2014 is not applicable. The Policy on Related Party transactions as
approved by the Board has been uploaded on the Company''s Website and
may be accessed at the link
The details of the transactions with related parties during 2014-15 are
provided in the accompanying financial statements.
None of the Directors had any pecuniary relationship or transactions
with the Company during the year under review.
Directors and key managerial personnel
At the Annual General Meeting of the Company held on 26th August 2014,
the members had approved the appointments of Mr. Analjit Singh, Mrs.
Mallika Srinivasan, Mr. V Leeladhar,
Mrs. Ranjana Kumar, Mr. Darius Pandole and Mrs. Ireena Vittal as
Independent Directors for a term of five years from 26th August 2014.
All the independent directors have given declarations that they meet
the criteria of independence as provided in Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement. In the
opinion of the Board, they fulfill the conditions of independence as
specified in the Act and the Rules made thereunder and they are
independent of the management.
Mr. S Santhanakrishnan and Mr. Harish Bhat retire by rotation at the
forthcoming Annual General Meeting and being eligible, offers
themselves for re-election. Brief particulars and expertise of these
directors and their other directorships and committee memberships have
been given in the annexure to the Notice of the Annual General Meeting
in accordance with the requirements of listing agreement with Stock
No Director has been appointed or has retired or resigned during the
year under review.
Mr. K. Venkataramanan, Chief Financial Officer of the Company was
transferred to Tata Coffee Limited with effect from 25th October 2014
and Mr. John Jacob was appointed as the Chief Financial Officer in his
place. Other than this, no other Key Managerial Person has been
appointed or retired or resigned during the year under review.
Auditors and Auditors'' Report
The Members at the Annual General Meeting held on 26th August 2014, had
appointed M/s. Lovelock and Lewes, as the Statutory Auditors for three
years subject to ratification by the members each year. The members are
requested to ratify the appointment of M/s. Lovelock and Lewes as
Statutory Auditors from the conclusion of the fifty second Annual
General Meeting till the conclusion of the fifty third Annual General
Meeting. The Auditors'' report on the financial statements for the year
2014-15 does not contain any qualifications, reservations or adverse
Your Board has appointed M/s. Shome and Banerjee, 5A Nurulla Doctor
Lane, 2nd Floor, Kolkata - 700 017 as cost auditors of the Company for
conducting cost audit for the financial year 2015-16. The members are
requested to ratify the remuneration payable to the Cost Auditors for
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo pursuant to Section 134(3)(m) of
the Companies Act, 2013, read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is given in Annexure 6 attached to this report.
Details of the familiarisation programme of the independent directors
are available on the website of the Company
The Directors are sure that the shareholders would like to join them in
conveying their appreciation to all employees of the Company for their
sincere and dedicated services during 2014-15.
On behalf of the Board of Directors
Mumbai, CYRUS P. MISTRY
28th May 2015 Chairman