The Directors have pleasure in presenting their Twenty-Second Annual
Report on the business and operations of the Company, together with the
audited financial accounts of the Company for the year ended 31 st
Particulars 2011-12 2010-11
(Rs.in Lacs) (Rs. in Lacs)
Sales 5884.66 4918.35
Profit before Interest and
Depreciation 247.86 228. 16
Interest 12.48 6.62
Profit before Depreciation 235.38 221.52
Depreciation 60.87 59.22
Profit before Taxation 174.51 162.32
Profit after Taxation 96.66 102.98
Balance Brought Forward 426.92 371.21
Surplus available for Appropriation 523.58 474.19
Proposed Dividend 25.33 40.54
Tax on Proposed Dividend 4.11 6.72
Balance Carried forward to
Balance Sheet 494.14 426.92
Your Company''s turnover has increased to Rs.5884.66 Lac compared to
Rs. 4918.35 Lac in previous year. The Profit before tax has increased
to Rs.174.51 Lac compared to 162.32 Lac in previous year. The overall
improvement in Tea industry has resulted in the better performance of
the Company during the year under review.
AWARDS AND CERTIFICATES
Your Company has once again received Export Excellence Award from
Export Engineering Promotion Council, Eastern Region.
Your Directors have pleasure in recommending a dividend of Rs.0.50 per
Equity Share on 50,67,700 Equity shaes of Rs. 10 each for the Financial
year ended 31 /03/2012..
FUTURE PROSPECTS TEA DIVISION
Your Company''s focus has always been to produce better quality of tea
and achieve better prices. The production capacity has been expanded to
manufacture more CTC and Green Tea. The plantation continues to make
continuous progress. The Company expects to produce about 10 Lac Kgs.
of tea this year.
The Export of Tea Machinery has significantly increased to Rs. 38.09
crore in the 2011-12 compared to Rs. 33.28 crore in the previous year.
Apart from Export Sales the Company has also developed the Domestic
market for sale of its Tea Machinery. The domestic sale of Tea
Machinery has increased to 12.75 crore compared to 9.69 crore in the
Your Company has not accepted any deposit within the meaning of section
58A of the Companies Act, 1956 and the Rules made there under.
In accordance with provisions of the Companies Act, 1956, and the
Company''s Articles of Association, Mr. Deepak Pahwa and Mr. Harish
Mittal retire by rotation, and being eligible are recommended for
The Auditors of the company M/s. Tiwari & Co. retires at the
forthcoming Annual General Meeting and being eligible, offers
themselves for re-appointment. They have confirmed their eligibility
under section 224(1-B) of the Companies Act, 1956.
FORM - ''B''
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
There is no information to submit in respect of absorption of
The Company has earned foreign exchange of Rs. 406.54 lacs and spent
foreign exchange of Rs. 388.83 lacs during the year.
PARTICULARS OF EMPLOYEES U/S. 217(2A)
No employee has drawn salary more than the prescribed limit as such the
particulars of employees pursuant to Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975 (as amended) are not applicable to your Company.
Your Company is committed to good Corporate Governance. A detailed
Report appears in the Annexure to the Directors Report.
DISCLOSURE REGARDING MANAGERIAL REMUNERATION FOR THE YEAR ENDED 31ST
Mr. Sajjan Bagaria, Executive Chairman received a remuneration and
perquisites of Rs. 16.30 lacs
Mr. Vineet Bagaria, Managing Director received a remuneration and
perquisites of Rs. 14.97 lacs
Mr. Kalyan Kumar Nanda, Executive Director (Marketing) received a
remuneration and perquisites of Rs 7.07 lacs Non-executive Directors
are not paid any remuneration. No sitting fees are paid to any
DIRECTOR RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 217 (2AA) of the Companies
Act, 1956, your Directors state:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed and no material departures have
been made from the same,
(ii) that your Director''s have selected such accounting policies and
applied them consistently and made judgment and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that period,
(iii) that your 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 this Act for
safeguarding the assets of your Company and for preventing and
detecting fraud and other irregularities,
(iv) that your Directors have prepared the annual accounts on a going
Management Discussion and analysis
The Human Resources are vital resources in giving the Company a
competitive edge in the current business environment. The management
recognizes that it is only through motivated and committed employees
that the Company will achieve its aims. Hence, the Company endeavors to
take care of the welfare and betterment of the employees. Total number
of employees in the Company was 709 on 31st March, 2012 as against 702
on 31st March, 2011.
INTERNAL CONTROL SYSTEM
The Company has an internal audit and risk management department,
managed by qualified and competent personnel, and adequate internal
control systems, which safeguard assets from possible losses and
unauthorized use, and ensure the transactions being authorized,
recorded and reported properly.
Approval of Central Government sort for Managerial Remuneration.
As the remuneration paid to the managerial person during the financial
year ended on 31/03/2012 exceeds the ceiling limit set by the
provisions of section 198, section 309, schedule XIII and other
applicable provisions of the Companies Act 1956, the excess
remuneration paid to the directors have been approved by the Central
This Report contains forward-looking statement that involves risks and
uncertainties. Actual results, performances or achievements could
differ materially from those expressed or implied in such
forward-looking statement. Important factors that would make a
difference the Company''s operations include raw material prices,
changes in government regulations, tax regimes, and economic
developments within the country.
The Company''s shares are listed on Calcutta, Mumbai, Delhi and
Ahmedabad Stock Exchange. The Annual listing fee in respect of Bombay
stock exchange has been paid and the listing fees of other stock
exchanges are still pending.
The Directors place on record their appreciation of the excellent
performance and hard work put in by the employees, consultants at all
levels in the Company''s growth and development. The Directors also
convey their grateful thanks to the Government authorities,
Shareholders, Banks, Customers & Suppliers for their continued
co-operation and patronage.
By Order of the Board of Directors
Place : Kolkata Sajjan Bagaria
Dated : 30th August, 2012 Executive Chairman