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Goodricke Group Ltd.

BSE: 500166 | NSE: GOODRICKE | Series: NA | ISIN: INE300A01016 | SECTOR: Plantations - Tea & Coffee

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Annual Report

For Year :
2019 2017 2016 2014 2013 2012 2011 2010 2009

Director’s Report

The Directors have pleasure in presenting their Forty-Third Annual Report and Accounts for the year ended 31st March, 2019.

FINANCIAL RESULTS

(Rs. In Millions)

Particulars

Year ended

Year ended

31st March 2019

31st March, 2018

Revenue from Operations

7487.88

7305.74

Profit before taxation

256.60

488.55

Tax Expense

161.66

171.33

Profit for the year

94.94

317.22

Other Comprehensive Income (net of tax)

18.54

(50.81)

Total Comprehensive Income

113.48

266.41

Other Equity at year end

2848.55

2852.25

SHARE CAPITAL

During the year ended 31st March, 2019 there is no change in the issued, subscribed and paid up share capital of the Company. The paid up capital as on 31st March, 2019 stood at Rs. 216 million divided into 21600000 Equity Shares of Rs.10/- each.

TRANSFER TO RESERVE

Your Directors do not propose to transfer any amount to the General Reserve for the financial year ended 31st March 2019.

DIVIDEND

Your Directors have recommended a dividend of Rs. 4/- per share (40%). On approval at the forthcoming Annual General Meeting, dividend will be paid to those members whose names appear in the Register of the Company on Record date, ie. on Friday, the 19th July, 2019 subject, however to the provision of Section 126 of the of the Companies Act, 2013. This equity dividend has not been included as a liability in the financial statement.

INDUSTRY STRUCTURE AND DEVELOPMENT, OPPORTUNITIES & THREATS, OUTLOOK, RISK AND CONCERN

The production of World Tea Crop stood at 5856 Million kgs (provisional) in 2018 as compared to 5697 million kgs in 2017. Indian Tea Crop was approx 1348.75 Million kgs; against 1278 million kgs. last year, the increase resulting from well distributed rainfall and better harvesting patterns. (source: International Tea Committee and Indian Tea Association respectively).

India is one of the several major tea producing centres of the world with tea produced in the country being one of the finest in the world. One of the oldest industries, the Indian tea industry has a large network of retailers, distributors, producers, packers, exporters and auctioneers. The reasons behind the popularity of Indian tea are not far to see - Indian tea owe its greatness to a host of factors from a great geographical spread, strong investments in tea processing facilities, calculated market development, constant innovation to a mix of high quality products. Global consumption of tea is likely to grow because of growing population and perception of the Consumer towards tea as natural health and wellness beverage.

Industry is experiencing rising input cost, increase in workers wage and related expenses, which is a challenge. Such increase in cost can only be set off by focused mechanization of estates operations and by improving the quality. This in turn will also result in global demand.

Identifying of risk is a continuous process which then leads to evaluating and managing significant risks faced through risk analysis process and risk mapping. The identified risks are then grouped into “High” “Medium” and “Low” and accordingly dealt with. The system is coordinated and designed to identify the key risk factors. Thereafter, the Audit Committee on a quarterly basis takes up the findings and envisages on the means through which the identified risk can be mitigated. During the financial year under review, no “high risk” were identified.

OPERATIONS

During the financial year under review, your Company recorded own crop of 18.63 Mn kgs. tea as compared to 18.83 Mn kgs. in the previous year, which is by and large similar to previous year which was a record year by itself. The slight shortfall in crop is due to the embargo imposed on plucking as per Tea Board Directive.

However, the total manufactured crop along with purchased leaf for your Company stood at 26.57 Mn kgs. vis-a-vis 24.03 Mn kgs. made last year, which is approximately 10% higher than the previous year.

A new dedicated Bought Leaf factory (Jogopur) was successfully opened at our Danguajhar factory site adding 2 Mn kgs. to the production. Your Company recently acquired Harchurah Tea Estate in Assam, from McLeod Russel India Limited which is expected to add another 1 mn kgs to the total production of the Company.

The season started with higher prices than the previous year, however it declined slightly during the later part due to high volume of production.Darjeeling teas fetched good prices both in auctions and private sales. The average selling price during the year was 5.76% higher than the peers. The interim wage revision in Assam by 18.25% and West Bengal by 21.57% has created a general inflation in the Cost of Production by 11% & 13% respectively, without any compensatory increase in the market price. This has created tremendous pressure on profitability. However, your company has introduced a number of mechanized activities in operations like Plucking, Planting, Uprooting & Spraying to increase the productivity of labour to mitigate the high cost of production.

The Uprooting and Replanting Policy of your Company continued to remain in focus and has further improved the percentage of tea plants below the age of fifty years which is approximately 44.70% of the total area. Height reduction operation has been increased to 3% of total area for better productivity. Uprooting of older tea areas which are unviable and replacing by higher yielding and better quality clones continues @ 2.5% per annum.

As part of a continuous up-gradation and modernization programme, mechanization has been further extended in areas of plucking, spraying, planting and pruning. During the year, 24% & 20% savings were achieved over last year on deployment of mandays on Pruning and Uprooting operations respectively. This has largely contributed in meeting the shortfall caused by scarcity of workers in a given tea season. With prevailing drought conditions every year, additional irrigation equipment were installed on the estates along with creation of new Water Bodies to bring more tea area under irrigation coverage.

The Shade Nurseries and Vegetative Propagation Nurseries in the gardens are of good standard, which is a key factor in developing a healthy plantation. The Afforestation programme was enhanced to maintain good ecological conditions on the estates. It has always been Your Company’s endeavor to produce Quality teas, which has continued to command a premium both in the domestic and international market. Production of premium Orthodox Teas was increased with an aim to fetch better prices, Factory infrastructure and machinery was enhanced to meet the requirements.

Pests and disease were better controlled, strictly adhering to the approved chemicals listed under the Plant Protection Code. Usage of Compost and Vermicompost generated in-house for nutrition to the plants has helped in two ways - to reduce usage of inorganic nitrogen and to enrich the soil. This helped your Company to adopt green and eco-friendly measures and to reduce emissions. Being governed by the restrictions for supply of teas to the European Union, your Company has voluntarily upgraded the standard further to all teas produced by it. Twining, UK has certified your Company to be a “Clean Organisation” and placed it at the top most position in India in terms of MRL compliance.

An experiment was carried out successfully in Thurbo Tea Estate to use gas firing as a replacement of coal firing which is considered as a cleaner fuel. This is to increase the efficiency of the firing as well as to expend on Green / Environment friendly projects. This will be extended to other factories also once found to be successful.

Five factories of your Company are FSSC 22000 certified. Your Company also has 2 estates that have been audited for Fairtrade and the certification is awaited. Three estates are certified under “Rainforest Alliance.” Our endeavor to have all our factories certified under the new Indian “Trustea” certification is progressing satisfactorily with several factories already certified. We are also in the process of assisting our Bought Leaf Suppliers to be compliant under this certification. Your Company also participates in the Ethical Tea Partnership, a global initiative.

The Instant Tea Plant at Aibheel Tea estate has largely contributed to the revenue of your Company. Apart from exporting 241 Metric tonnes, it has sold a considerable quantity in the Domestic market as well, with the DTA Sale permission.

The Consumer division has yet again shown good growth and the brands acquired from Godfrey Philips have also been successfully inducted into the division’s portfolio.

SEGMENTWISE OR PRODUCTWISE PERFORMANCE DOMESTIC

The domestic sales for this year was 32.53 million kgs compared to previous year’s 31.70 million kgs.

The newly acquired Harchurah Tea Estate, in Assam is gradually augmenting into the Group’s philosophy of best quality Teas.

Consumer Division of the Company dealing with branded retail business registered a positive growth both in valume and value and maintained its market share. In the Darjeeling category the brands continued to be the market leader. Company continues to be preferred supplier of its teas to AIR India, Jet Airways, Spicejet airline, Costa Coffee besides premium luxury hotels in the country. Your company’s foray into lounges show positive result and we continue to explore opportunities to increase the presence.

EXPORT

Total exports for the year stood at 4.91 million kgs as compared to 5.33 million kgs in the previous year.

Instant Tea performed satisfactorily with newer markets being tapped. Markets remain very protective and competitive and the plant continues to look at areas where cost can be reduced.

FINANCIALS WITH RESPECT TO OPERATIONAL PERFORMANCE

The Company maintained healthy profit and production level. Export sales of bulk tea and instant tea continued to contribute to the growth of the Company’s business alongwith an improved margin in branded teas.

DETAILS OF SIGNIFICANT CHANGES

The SEBI-LODR (Amendment) Regulation, 2018 introduced the requirement of disclosing details of significant changes (i.e., change of 25% or more as compared to the immedicately previous financial year) in the key financial ratios, accordingly, such changes are tabled below-

Financial Ratios

Variance

Reasons for Variance

Net Profit Margin

-58%

Operating Costs increased sharply due to substantial wage increase in Assam and West Bengal. Further tea prices also reduced in the later part of the financial year thereby having an adverse effect on the margins. Finance costs increased due to higher borrowings.

Interest Coverage Ratio

-67%

Average working capital borrowing was higher during the year due to sharp rise in wages as well as higher production.

Debt Equity Ratio

169%

Debt position at year end was higher due to higher working capital borrowings and loans taken for acquisition of tea estate in Assam.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Financial statements (i.e. Balance Sheet, Profit & Loss Statement and Cash-Flow Statement, together with notes) are prepared through the process which has automated as well as manual controls to ensure accuracy of recording all transactions which have taken place during any accounting period, and the resultant financial position at period end. All data pertaining are recorded through ERP systems operating in tea estates as well as head office. All data/transactions entered in systems are checked by various functional personnel on the basis of supporting documents & records, then the accounting entries are checked by accounts personnel and finally those are validated by managerial personnel. At periodic intervals, the accounting data are compiled, and financial statements are prepared. While preparing the financial statements, it is ensured that all transactions pertaining to the accounting period are recorded. Fixed assets, stock of tea, all significant items of stores and monetary assets are physically verified. The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The position is reviewed by the Chief Internal Auditor along with independent firm of chartered Accountants to corroborate proper monitoring.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business and the Company continues to concentrate on its own business with growth plans in short to medium terms.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr Prodosh Kumar Sen, Independent Director resigned with effect from close of business on 31st March 2019 due to personal reasons. He has been associated with the Company since April, 2005 in the capacity of an Independent Director. In 2015, when the Companies Act, 2013 made it mandatory to have a requisite number of Independent Directors on the Board, he was re- appointed for a fresh term of 5 years.

Mr. Saurav Adhikari, has over 3 decades of experience across diverse businesses including International Markets has been inducted as an additional Independent Director with effect from 24th May 2019

In accordance with the provisions of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013, Mr. Arjun Sengupta and Mrs Susan Ann Walker will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. During the year, the Company had three Key Managerial Personnel, being Mr. Atul Asthana, Managing Director & CEO, Mr. Arjun Sengupta, Wholetime Director and CFO and Mr. Subrata Banerjee, Sr. General Manager & Company Secretary.

STATEMENT OF DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS

All the Independent Directors have given declaration as per Section 149 (7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

REPORT ON CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated in Listing Regulations. A Report on Corporate Governance alongwith the Auditor’s Certificate regarding Compliance of Corporate Governance are attached as Annexure I and Annexure II respectively, forming part of this Report.

DETAILS OF BOARD MEETINGS

The Board of Directors met 6 (six) times during the year on 24th May, 2018, 7th August, 2018, 17th September, 2018, 9th November, 2018, 12th February, 2019 and 29th March, 2019. Further details on Board of Directors are provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD

a. AUDIT COMMITTEE

The Audit Committee presently comprises of three Non-Executive Directors, two of whom are Independent Directors. The Chairman of the Committee is an Independent Director. The Managing Director, Chief Financial Officer, the Head of Internal Audit and the representative of the Statutory Auditors are Invitees to meetings of the Audit Committee. The Head of Internal Audit reports to the Audit Committee and the Company Secretary is the Secretary to the Committee. The representatives of the Cost Auditors are also invited to meetings of the Audit Committee whenever matters relating to cost audit are considered. All members of the Committee are financially literate. Further details of Audit Committee are given in the Corporate Governance Report.

Your Company’s Whistleblower Policy encourages Directors and employees to bring to the Company’s attention, instances of unethical behaviour, actual or suspected incidents of fraud or violation of the Code of Conduct that could adversely impact your Company’s operations, business performance and / or reputation. The Policy provides that your Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. It is your Company’s Policy to ensure that no employee is victimised or harassed for bringing such incidents to the attention of the Company. The practice of the Whistleblower Policy is overseen by the Audit Committee and no employee has been denied access to the Committee. The Whistle blower Policy is available on your Company’s corporate website and can be accessed at Company’s weblink www.goodricke.com/policies.

The details of Programme for familiarization of Independent Directors with the Company , nature of Industry and other related matters are available on the weblink : www.goodricke.com/policies.

b. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee presently comprises of three Non-Executive Directors, two of whom are Independent Directors. The Chairman of the Committee is an Independent Director. Further details of Nomination and Remuneration Committee are given in the Corporate Governance Report.

The Company’s Policy relating to appointment of Directors, payment of managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and Listing Regulations is attached to this report as Annexure VI.

c. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Committee seeks to guide the Company in integrating its social and environmental objectives with its business strategies and assists in crafting unique models to support creation of sustainable livelihoods. The Committee formulates & monitors the CSR Policy and recommends to the Board the annual CSR Plan of the Company in terms of the Companies Act, 2013. The Corporate Social Responsibility Committee presently comprises two Independent Directors and the Managing Director & CEO who is a Member. The Chairman of the Committee is an Independent Director. The role of the CSR committee inter-alia includes :

a. To formulate and recommend to the Board, a Corporate Social Responsibility Policy;

b. To recommend the amount of expenditure to be incurred on the activities undertaken.

c. To monitor the Corporate Social Responsibility Policy of the Company from time to time.

d. Review the performance of the Company in the areas of Corporate Social Responsibility activities.

e. Review the Companies decisions on Corporate Social Responsibility matters.

The names of the members of the Corporate Social Responsibility Committee, including its Chairman, are provided hereinunder along with the number of Meetings and Attendance Details of the Committee Members during the financial year.

Director

Category of Directors

Chairman/ Member

No. of Corporate Social Responsibility Committee Meetings attended

Dr. (Mrs) Sudha Kaul

Non Executive - Independent

Chairperson

1

Mr Kantanand Sinha

Non Executive - Independent

Member

1

Mr Atul Asthana

Managing Director & CEO

Member

1

The Committee has framed and the Board has approved the Company’s Corporate Social Responsibility Policy relating to the CSR activities to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013 and the expenditure thereon, excluding activities undertaken in the normal course of business of the Company. The said CSR policy is available at the company’s weblink www.goodricke.com/ policies. The details about the policy developed and implemented by the Company on CSR initiatives undertaken during the year are enclosed as Annexure-III to the Board’s Report, forming part of this Annual Report.

During the year under review, the CSR Committee met once i.e. on 24th May, 2018 and all the members of the Committee were present in the meeting.

d. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholder’s Relationship Committee presently comprises of three Directors. The Chairman of the Committee is an Independent Director. Further details of Stakeholders Relationship Committee are available in the Report on Corporate Governance.

ANNUAL PERFORMANCE EVALUATION

The Securities and Exchange Board of India (SEBI) vide its circular No. SEBI/HO/CFD/CMD/CIR/P/ 2017/004 dated 5th January, 2017 had issued a guidance note on Board Evaluation which contained indicative criterion for evaluation of the Board of Directors, its Committees and the individual members of the Board. Pursuant to the Evaluation Framework and the Amendment, the Board evaluated the performance of the Board, its Committees and the Individual Directors for the financial year 2018-19. After the evaluation process was complete, the Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated. The Board also ensured that the Committees functioned adequately and independently in terms of the requirements of the Companies Act, 2013 and the Listing Regulations and at the same time supported as well as coordinated with the Board to help in its decision making.

The individual Directors’ performance was also evaluated and the Board was of the view that the Directors fulfilled their applicable responsibilities and duties as laid down by the Listing Regulations and the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise so as to make the Company well equipped to face the adverse challenges.

Further, the SEBI(Listing Obligations and Disclosure Requirement)(Amendment) Regulations, 2018 dated 9th May, 2018, prescribed additional criterion to be included in the evaluation process for Independent Directors which includes performance of Directors, fulfilment of independence and independence from the Management. The Board of Directors additionally evaluated the Independent Directors on such parameters in their meeting held on 24th May, 2019. The Independent Directors who were subject to the evaluation has not participated in the process.

ANNUAL RETURN

A copy of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 forming a part of this Report, attached as Annexure IV.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Clause (c) of sub section 3 of Section 134 of the Companies Act, 2013 your Directors confirm that :

(a) in the preparation of the annual accounts, for the year ended 31st March 2019, the applicable accounting standards have been followed alongwith the proper explanations relating to material departure, if any.

(b) the Directors had 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 for the year ended 31st March 2019 and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care 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;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDIT REPORT

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) were appointed as the Statutory Auditors of the Company in the Annual General Meeting held on 28th July, 2016 subject to ratification in each year in terms of Section 139 of the Companies Act 2013 till the conclusion of the Annual General Meeting to be held in 2021, subsequently vide the Companies (Amendment) Act 2017 the provision for ratification of appointment has been omitted.

The Statutory Audit Report does not contain any qualification, reservation or adverse remarks.

COST AUDITORS

The Cost accounts and records are maintained by the Company in terms of specifications issued by the Central Government under Section 148(I) of the Companies Act 2013read with Companies(Account) Rules 2014

In terms of Sub Section (3) of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, M/s. Shome & Banerjee, Cost Accountants (Firm Registration No. 000001) has been appointed by the Board of Directors in its meeting held on 12th February, 2019 as the Cost Auditor of the Company for the financial year 2019-20 based on the recommendation of the Audit Committee. The remuneration to be ratified by the Members in the ensuing Annual General Meeting.

The Cost Audit Report for the year ended 31st March, 2018 does not contain any qualification, reservation or adverse remarks.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. A. K. Roy & Co., Practicing Company Secretaries FCS 5684, CP No. 4557 had been appointed Secretarial Auditors of the Company for the year ended 31st March, 2019. The report of the Secretarial Auditors is enclosed as Annexure-V to this report.

The Report does not contain any qualification, reservation or adverse remark or disclaimer, which requires any further comments or explanations.

DISCLOSURE AS PER SECRETARIAL STANDARD (SS-1)

In terms of the requirement of Secretarial Standard (SS-I) at the meetings of the Board of Directors it is confirmed that the Company has complied with applicable Secretarial Standards.

PARTICULARS OF COMPLIANCE OF CONTRACTS OR ARRANGMENTS MADE WITH RELATED PARTIES

The related party transactions entered during the year were in ordinary course of business and also on arm’s length basis in compliance with the applicable provisions of the Companies Act, 2013 and Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict of interest with the Company at large. All related party transactions are presented to the Audit Committee and the Board, if required for approval. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at the web link: www.goodricke.com/policies.

Accordingly, disclosures of related party transactions in terms of Clause (h) of sub section (3) of Section 134 of Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules 2014 in Form AOC - 2, is not applicable. Transactions with related parties, as per requirements of Accounting Standard are disclosed in the notes to the accounts annexed to the financial statements.

LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments made under section 186 of the Companies Act 2013 are covered in the notes of the financial statement for the year ended 31st March, 2019.

HUMAN RESOURCES DEVELOPMENT

Your Company firmly believes that it is its people who energise and make the organisation exceptional, both in driving world-class performance as well as in fostering and enhancing its reputational capital. Integral to your Company’s approach to human resource development is its distinctive Strategy of Organisation. Tea Industry is highly labour intensive. Your Company has employed over 23600 personnel at its tea estates and other establishments in India. Employee relations remained satisfactory and the Company would like to record the dedication and support received from the employees at all level in maintaining smooth functioning during the said period.

ENABLING A GENDER FRIENDLY WORKPLACE

As a good corporate citizen, the Company seeks to enhance equal opportunities for men and women, prevent/stop/redress sexual harassment at the workplace and institute good employment practices. Processes and mechanisms are instituted to ensure that issues such as sexual harassment at work place, if any, are effectively addressed. In terms of requirements of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Internal Complaints Committee have been constituted in all the establishments to enquire into complaints and to recommend appropriate action, wherever required. Goodricke demands, demonstrates and promotes professional behaviour and respectful treatment of all employees. To sensitise employees and enhance awareness at all establishments, workshops are held at intervals during the year.

Status of complaints in the Financial year 2018-19

No. of Complaints filed during the year

NIL

No. of complaints resolved during the year

NIL

No. of complaints pending as on 31.03.2019

NIL

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There is no significant or material order passed by any Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

TRANSFER OF SHARES & DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The unclaimed dividend for the financial year 2010 and 2011 aggregating Rs. 713200/- and Rs. 694064/respectively /- and the corresponding 7279 Equity Shares for 2010 and 17929 Equity Shares for 2011 in respect of which dividend entitlements remained unclaimed for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund established by the Central Government (IEPF), pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

Shareholders may claim their unclaimed dividend for the years prior to and including the financial year 2009-10 and the corresponding shares, from the IEPF Authority by applying in the prescribed Form No. IEPF-5. This Form can be downloaded from the website of the IEPF Authority www.iepf.gov.in, the access link of which is also available on the Company’s corporate website www.goodricke.com.

The unclaimed dividend for the undernoted years and the corresponding shares will be transferred by the Company to IEPF in accordance with the schedule given below. Communication has been sent to the concerned Shareholders advising them to write to the Company or CB Management Services Private Limited to claim their dividend. Notices in this regard have also been published in newspapers. Details of such unclaimed dividend and corresponding shares are available on the Company’s corporate website. Attention in particular is drawn that the unclaimed dividend for the financial year 2012 and the corresponding shares will be due for transfer to IEPF on 26.05.2020.

Financial Year

Date of Declaration of Dividend

Total Dividend

Unclaimed Dividend

Due Date for Transfer to IEPF

2012

20.04.2013

86400000

736672

26.05.2020

2013

11.04.2014

97200000

909743

17.05.2021

2014

30.03.2015

97200000

953397

06.05.2022

2015-16

28.07.2016

86400000

899684

03.09.2023

2016-17

27.07.2017

97200000

1069281

02.09.2024

2017-18

27.07.2018

97200000

679360

02.09.2025

DEPOSITS

Your Company has not accepted any deposits from public in terms of provisions contained in Chapter V of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each Director to the median employees’ remuneration and other particulars or details of employees pursuant to Section 197(12) of the Companies Act, 2013 alongwith the names of top 10 employees in terms of remuneration drawn read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are attached to this Report as Annexure VII.

POLICY ON PREVENTION OF INSIDER TRADING

Securities and Exchange Board of India, vide its notification dated 15th January, 2015, has notified SEBI (Prohibition of Insider Trading) Regulations, 2015, to enforce with effect from 120th day from the date of its notification. In terms of the said regulation, Company had formulated Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prohibition of Insider Trading. The Board has adopted both the Codes at its meeting held on 12th May, 2015. Further SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 dated 31st December 2018 specified for certain other amendments which has been duly incorporated in the Policy.

These Amendments included a structured digital database to be maintained containing the names of such persons or entities as the case may be with whom information is shared under this regulation along with the Permanent Account Number or any other identifier authorized by law. Where Permanent Account Number is not available, adequate internal controls and checks such as time stamping and audit trails are required to be compounded to ensure non tampering of the database. The Company has successfully formulated such database.

In terms of the regulation, Board has appointed Mr. S. Banerjee, Sr. General Manager & Company Secretary, as the Compliance Officer under the Code to deal with dissemination and disclosures of unpublished price sensitive information. The said regulation is available at company’s weblink www.goodricke.com/policies.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Conservation of energy

(b) Technology absorption

( c) Foreign exchange earnings and Outgo

During the year, the foreign exchange outgo was Rs. 52.08 Million and the foreign exchange earning was Rs. 1237.85 million.

MATERIAL CHANGES AND COMMITMENTS

Your Directors confirm that there are no material changes and commitments, affecting the financial position of the company which has occurred between the end of the financial year of the company and the date of this report.

CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis Report describing the Company’s objectives, projections, estimates and expectations may be “forward looking statements” within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed or implied due to factors beyond control.

ACKNOWLEDGEMENT

At Goodricke, we aim to deliver long-term value for all our stakeholders without compromising on integrity, environmental, and social obligations, or regulatory compliance. We consider stakeholder engagement as one of the fundamental building blocks to a successful sustainability strategy. As a responsible sector, with deep-rooted societal involvement, we engage closely with our valued stakeholder community, which encompasses our consumers, employees, shareholders, local communities, plantation workers, and the natural resources we employ in our business. To ensure continual accountability, Goodricke has clear governance structures, management processes, and policies in place. We maintain transparency and openness at every level of functioning within the company, thereby assigning responsibility and accountability to individuals, Board committees and management teams.

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the business associates, shareholders and other stakeholders of the Company for their continued support.

On behalf of the Board

Atul Asthana

Managing Director & CEO

(DIN 00631932)

Arjun Sengupta

Whole time Director & CFO

(DIN 00631842)

Kantanand Sinha

Place : Kolkata Independent Director

Dated : 24th May, 2019 (DIN 00123811)

Director’s Report