The Directors present their 145th Annual Report and the Audited
Accounts of the Company for the year ended 31st March 2014.
Particulars For the year For the Year
31st March 2014 31st March 2013
Profit/ (Loss) before depreciation (8,05,822) (17,14,875)
Provision for depreciation (29,64,270) (13,78,695)
Profit/ (Loss) after depreciation (37,70,092) (30,93,570)
Provision for Taxation - -
Profit / (Loss) after tax (37,70,092) (30,93,570)
Add:(Loss) Brought forward from
previous year (12,33,64,010) (12,02,70,440)
Transfer to Balance Sheet (12,71,34,102) (12,33,64,010)
Profit available for appropriation NIL NIL
Since your Company has incurred loss this year and in view of
accumulated losses, your Directors regret their inability to recommend
any dividend for the year ended 31st March,2014.
Review of Operations
CROP & MADE TEA
Your directors report that during the year ,your company has produced
17,46,984 kgs of green leaf as compared to previous year green leaf
production of 19,16,325 kgs , resulting in a considerable fall of
169341 kgs due to the reason that there has been erratic climate and
undistributed rain in the year that had caused fall in green leaf
production against budgeted production of 20,00,000 kgs. Your company
has however managed and inducted huge amount of private funds as well
internal accruals in the operation to reap full production of tea made
during the year ,and has been continuing payments of old statutory
dues. Moreover, there has been a huge capital investment amounting Rs
25,49,221/-in machineries and others this year too as you were aware
that your company has been trying come out of both financial crunch and
dirt of earlier years of non - operations.
This year your company has made 4,04,456 kgs of tea as compared to
2,45,076 kgs in the previous year so as to reap reasonable margins on
sale of its tea product in this competitive domestic and international
market. This has assisted your company to meet payment of old statutory
dues and meeting increasing labour payments , amenities to employees
and garden overheads .
During the current season, it is our endeavor that the company''s tea
production activities should be continued at full swing in order to
reap reasonable margins on sale of its tea product in this competitive
domestic market .
Your Directors report that the Company has incurred net loss of
Rs.37,70,092/- (Previous year Rs.30,93,570/- which includes loss
Rs.25,64,320/- on sale of shares) during the year, resulting in
continuous erosion in net worth of the company. The company has written
back liabilities amounting Rs.42,07,132/- during the year, though there
has been no sundry balances written off in the statement of account.
However , your company has repaid the persisting Tea Board loan of Rs.
28,03,031/- and have received Subsidy on plantations amounting
Rs.15,89,891/- during the year and have been able to register their
entitlements of subsidy on plantation for future periods too . The
losses in tea business as compared to last year has been recorded on
account of considerable decrease in production of green leaf..
Your Directors observe that there has been considerable ups and downs
in demand of tea in the domestic market as well as in overseas markets
in the present year. As you are aware ,your company has been
endeavoring to come out completely from unfavourable financial
situation and persisting circumstances at the garden due to continued
losses on account of erratic climate and undistributed rain that has
been causing lower production of green leaf against the estimations for
the current year too, and this has been causing in lower production of
tea made although there has been higher margin on sale of tea made
during the current period in the domestic market . Under the
circumstances, the Company is taking adequate steps timely for manuring
the garden and also taking reasonable repairs works of machineries and
factory buildings in anticipation that the company would improve
production of green leaf yielding tea made production with improvement
in quality of tea. It is visualized that your company would be able to
reap good margins on made tea in the current season.
Despite the prevailing situation, your company is contemplating to
achieve positive results in the current year provided there would have
been coverage for loss of production of green leaf in the remaining
period as per the estimations and the company is taking steps in
cementing its position in the market with its quality of tea product
and better realization.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act 1956, the Board of
Directors hereby state that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and there have been no material
(b) it has 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 31 March ,2014 and of the loss of the Company for the
financial year ended on that.
(c) the Directors have taken proper and sufficient care 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
(d) the Directors have prepared the annual accounts on a going concern
The Board of Directors comprises of 4 ( Four ) directors and confirms
that it has the required number of Independent Directors as envisaged
under Section 149(4) of the Act.
Mr. C.P.Poddar retires at the ensuing Annual General Meeting ,and being
eligible, offers himself for re-appointment.
The Companies Act , 2013 ( the Act ) provides for appointment of
independent Directors . Section 149 of the Act ( effective from April
1,2014 ) provide that independent Directors shall not hold office for
more than two consecutive terms of upto five years each provided that
the Director is re-appointed by passing a special resolution on
completion of his first term . Independent Directors are no longer to
retire by rotation . Further as per explanation provided under Section
149 of the Act , any term of an Independent Director on the date of
commencement of this Section , i.e. April ,1,2014 shall not be counted
as a term Accordingly, The Board of Directors in its meeting held on
26th May , 2014 has proposed the appointment of Mr. Naresh Shah as
Independent Director of the Company to hold office for a term upto
March 31, 2019 , subject to the approval of the members.
The Company has received declaration from the Independent Director of
the Company confirming that he meets with the criteria of Independence
as prescribed under Section 149 ( 6) of the Companies Act , 2013 and
under Clause 49 of the Listing Agreement with Stock Exchange.
Appropriate Resolution is being proposed at the ensuing Annual General
Meeting to appoint him for a term upto five years as contemplated under
Section 149(10) of the Act.
Mr. Harsh Kumar Bajoria, the Managing Director of the company, has
informed that in view of continued losses and persisting financial
shortage even in the year, he has forgone his basic remuneration for
the year and has decided to continue rendering his services as Managing
Director as he had so been rending in earlier years even without
The company took on record the appreciation of services rendered by Mr.
Harsh Kumar Bajoria during the year and his continued support. However,
renewal of the letter of appointment and remuneration of Mr. Harsh
Kumar Bajoria as Managing director of the company and the requisites
compliances in this regard with the Registrar of Companies, West
Bengal, are pending
The Notes on Financial Statements referred to in the Auditors ''Report
are self explanatory and need no further explanations in this regard.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
A separate Report on ''Corporate Governance'' along with Auditor''s
Certificate on its compliance and Management Discussion & Analysis
are annexed hereto.
The Board , on recommendations of the Audit Committee , has proposed
that M/s Gora & Company, Chartered Accountants, who retires at the
conclusion of the forthcoming Annual General Meeting, be re appointed
as Statutory Auditors of the Company , to hold office for a period of 3
years from the conclusion of this Annual general Meeting till the
conclusion of 148th Annual General Meeting 2017 ( AGM ) , subject to
ratification by members at every AGM held after the ensuing AGM . M/S
Gora & Company , Chartered Accountants have signified their consent in
writing for such appointment along with a certificate stating that
their appointment , if made , shall be in accordance with Section 139
read with Section 141 of the Companies Act 2013.and however, there is a
confirmation from them that they are not covered with the ongoing cycle
of the peer review process as required by the Statement on Peer
Review issued by The Institute of Chartered Accountants of India.
CASH FLOW ANALYSIS
The Cash Flow Statement for the year under review in terms of the
Listing Agreement with the Bombay Stock Exchange i.e. BSE is annexed.
ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
The information required under Section 217(1) (e) of the Companies Act
read with Companies (Disclosure of particulars in the report of Board
of Directors) Rules 1988 are set out in an annexure hereto forming part
of the report. There were no foreign exchange earnings but outgo during
the year under review and the same are stated in Statement of Profit &
PARTICULARS OF EMPLOYEES
Particulars as required under Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 (as
amended) are not given, as no employee of the Company falls under the
The Company''s equity shares are listed on the Regional Stock Exchanges
at Bombay and, Kolkata, for transactions of shares in demat form. The
shares of the company are tradable in demat form. The company has
regularly been meeting the compliances with the Exchange. It is stated
that such action has boosted the shareholders confidence. The listing
Fees for the Financial year 2014-15 to BSE have not been paid. However,
the trading of shares in the company is suspended at Calcutta Stock
During the year under review, your Company has been maintaining cordial
and mutually helpful relationship with its employees. The Board takes
on the records its deep appreciation of the co- operation and support
extended by employees at all levels and looks forward to their total
involvement and in pertaining the overall improvement of the Company.
Your Directors wish to place on record their appreciation for the
valuable and continued support received from the Government, lenders,
bankers , Share holders , Stock Exchanges and all other business
associates for the growth of the organization . Your Directors also
place on record their appreciation of the wholehearted support extended
by the employees & workers of the company.
For and on behalf of the Board
Date: 26.05.2014 HARSH KUMAR BAJORIA (DIN: 00893180)