Dear Members,
The Directors of the Company present their 40th Annual Report and Company's Audited
Accounts for the year ended 31st March, 2023. FINANCIAL SUMMARY/HIGHLIGHTS
The financial results for the year ended 31st March, 2023 and the corresponding figures
for the last year are as under:
(Amount in Rs Lakhs)
|
2022-23 |
2021-22 |
Profit before Interest, Depreciation, Exceptional Item and Tax |
278.85 |
1131.54 |
Less: Finance Cost |
42.94 |
43.15 |
Depreciation & Amortization Expense |
177.92 |
180.00 |
|
220.86 |
223.15 |
Profit/(Loss) after Interest & Depreciation but before Exceptional Item and Tax |
57.99 |
908.39 |
Add: Exceptional Item |
-- |
3003.40 |
Less: Tax Expense for Current Year |
-- |
281.55 |
Income Tax for Earlier Years |
(226.02) |
1.82 |
Deferred Tax Provision/(Written Back) |
404.93 |
(369.96) |
|
178.91 |
(86.59) |
Profit/(Loss) from continuing operations |
(120.91) |
3998.38 |
Profit/(Loss) before Tax from Discontinued operations |
170.09 |
(1028.98) |
Loss arising due to impairment of assets pertaining to Disposal group |
-- |
(1115.90) |
Less: Tax Expense of Discontinued operations |
26.94 |
25.00 |
Profit/(Loss) afterTax from Discontinued operations |
143.15 |
(2169.88) |
Other Comprehensive Income for the year ( net of tax) |
(100.62) |
66.59 |
Total Comprehensive income for the year |
(78.39) |
1895.09 |
TRANSFER TO RESERVES
The Balance in Other Equity stands at Rs 10,433.18 Lakhs (Previous year Rs 10,601.62
Lakhs). The Company has transferred Rs NIL Lakhs to General Reserve.
DIVIDEND
Your Directors are pleased to recommend a payment of Dividend of Rs 1.00 per Equity
Share (Previous year Rs 1.00 per Equity Share) on face value of Rs 10/- each for the year
ended 31st March, 2023 amounting to Rs 90.06 lakhs subject to the approval of members at
the ensuing Annual General Meeting.
CERTIFICATIONS & RECOGNITIONS
Ananda Tea Estate has been accredited with ISO 9001:2015, ISO 22000 : 2018 and HACCP
certifications by KVQA. Ananda Tea Estate has also been issued verification certificate
bearing no. TSVC/CB/00000889/2022 under trustea code for sustainable tea in India by
Control Union.
Your Company is registered as a Medium Enterprise bearing UDYAM Registration No. UDYAM-
WB-10-C0037886 under Micro, Small and Medium Enterprieses Development (MSMED) Act, 2006.
OPERATIONS Tea Division
During the year under review, all India crop for the financial year 2022-23 was 1371
million kgs against 1344 million Kgs for the financial year 2021-22, an increase of about
2%. The Company produced 20.40 Lakh Kgs for the financial year 2022-23 as against 20.80
Lakh Kgs for the financial year 2021-22. However, the average realization fell by about
9.9%. Lower production coupled with lower realization adversely affected the profit of the
Tea Division.
Modernization of withering, drying and sorting machines have been implemented wich
would improve the quality of Tea. This will lead to improved profitability of the Tea
Division.
TEXTILE DIVISION
The sale of all fixed assets and equipment situated at the Textile Division-
Discontinued Operations i.e. Asarwa Mills, Ahmedabad, Gujarat have been completed. The
demolition of the factory building situated at Ahmedabad, Gujarat is nearing completion,
after which steps will be taken for the sale of the aforeasaid land.
Subsidiary of Rydak Enterprises & Investment Limited
The Company is a subsidiary of Rydak Enterprises & Investment Limited, (CIN:
U15491WB1983PLC036235), Promoter with a holding of 50,60,870 equity shares i.e. 56.19% of
the total Share Capital of the Company.
MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER REVIEW AND THE
DATE OF THE REPORT
Your Board has approved the transfer of the company's Property situated at GIDC, Dholka
District, Ahmedabad ("Dholka Property"), Gujarat for a consideration of Rs 16.21
Crores (Rupees Sixteen Crores and Twenty One Lakhs Only) and accordingly the written down
value of inventory of Rs 4.10 Crores (Rupees Four Crores and Ten Lakhs Only) has been
given effect. Apart from this, there were no material changes and commitments, affecting
the financial position of the Company wich has occurred between the end of the financial
year to which the financial statements relate and the date of the report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under the Listing Regulations is set out in the annexure forming part of the Annual Report
marked as Annexure - "A".
CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance in accordance with the Listing Regulations, approved
by the Board together with a Certificate from Mrs. Swati Bajaj, (CP No. 3502, Membership
No. ACS 13216) of M/s Bajaj Todi & Associates, Practising Company Secretaries of 225D,
A.J.C.Bose Road, 3rd Floor, Kolkata 700 020 regarding compliance with the conditions of
Corporate Governance are set out in the annexure forming part of the Annual Report marked
as Annexure - "B".
Your Company has taken adequate steps for strict compliance with Corporate Governance
guidelines, as amended from time to time. ANNUAL RETURN
In terms of Section 92(3) of the Act, the draft Annual Return for the financial year
ended 31st March, 2023 is displayed on the website of the Company www.bengaltea.com and
forms an integral part of this Annual Report. The weblink for the same is
https://www.bengaltea. com/wp-content/uploads/2023/07/DRAFT_Form_BTFL_MGT-7_31.3.2023.pdf.
BOARD MEETINGS
During the year under review 4 (four) meetings of the Board of Directors were held on
14th May, 2022, 12th August, 2022, 12th November, 2022 and 11th February, 2023.
Apart from meeting of the Board of Directors, different committees met several times
during the financial year ended 31st March, 2023. DIRECTORS' RESPONSIBILITY STATEMENT
PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT, 2013
The Directors hereby confirm that -
a) in the preparation of the annual accounts for the Financial Year ended 31st March,
2023, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
b) they had selected such accounting policies and applied them consistently and made
judgements 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
loss of the company for that period;
c) they had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
d) they had prepared the annual accounts on a going concern basis;
e) they had laid down internal financial controls relating to financial matters to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
f) they had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and approved by the Central Government u/s 118
(10) of the Act.
DECLARATION BY INDEPENDENT DIRECTORS
Independent Directors namely, Mr. Dhirendra Kumar (DIN: 00153773), Mr. Navin Nayar
(DIN: 00136057) and Mr. Ashutosh Bhagat (DIN: 00059842) have given declaration confirming
that they comply with the requirements of Section 149(6) of the Companies Act, 2013 and
Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board of Directors,
the Independent Directors, fulfil the conditions of independence specified in Section
149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. The Independent
Directors have also confirmed that they have complied with the Company's Code of Conduct.
DIRECTORS
Mr. Kailash Prasad Khandelwal, (DIN: 00914834), Wholetime Director of the Company
resigned from the Board of Directors w.e.f 1st January, 2023 due to his advancing age and
Mr. Golam Momen, Independent Director of the Company ceased to be a Director w.e.f. 29th
January, 2023 due to his demise. Your Board of Directors places on record its sincere
appreciation for the services rendered by them.
In accordance with the provisions of Section 152 of the Act and the Company's Articles
of Association, Mr. Samveg A Lalbhai (DIN: 00009278) retires by rotation at the ensuing
Annual General Meeting (AGM) and being eligible, offers himself, for re-appointment in
compliance with the provisions of the Companies Act, 2013.
Brief resume of Mr. Samveg A Lalbhai, nature of his expertise in specific functional
areas and details of his directorship and membership/ chairmanship of Board/ Committees,
as stipulated under Listing Regulations has been provided in the Annexure to the Notice of
the 40th AGM of the Company.
KEY MANAGERIAL PERSONNELS
The following persons were the Key Managerial Personnels (KMP) of the Company in
compliance with the provisions of the Companies Act, 2013:
a) Mr. Adarsh Kanoria, (DIN: 00027290), Managing Director
b) Mr. Kailash Prasad Khandelwal, (DIN: 00914834), Wholetime Director* (till
31.12.2022)
c) Mr. Atul Doshi, Chief Financial Officer
d) Mrs. Sunita Shah, Company Secretary *Resigned from the Board w.e.f. 01.01.2023
Remuneration and other details of the KMP's for the year ended 31st March, 2023 are
mentioned in the Annual Return which forms an integral part of this Report and is
available on the Company's website viz., www.bengaltea.com
NOMINATION & REMUNERATION POLICY
Pursuant to Section 178(3) of the Companies Act, 2013, Nomination and Remuneration
Committee ("NRC") formulated the criteria for determining qualification,
positive attributes and independence of a director. The Committee has also recommended to
the Board a policy relating to the remuneration for directors, key managerial personnel,
Senior Management of the Company and other employees.The Policy broadly lays down the
guiding principles, philosophy and the basis for payment of remuneration to Executive and
Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel,
Senior Management and other employees. The policy also provides for appointment of Key
Managerial Personnel / Senior Management and performance evaluation which are considered
by the Nomination and Remuneration Committee and the Board of Directors while making
selection of the candidate.
The details of the Nomination and Remuneration Policy is available at the website of
the company www.bengaltea.com. The weblink for the same is
https://www.bengaltea.com/wp-content/uploads/2017/08/Nomination-Remuneration-Policy_6.02.2016-min.pdf
BOARD EVALUATION
The Companies Act, 2013 states that formal evaluation needs to be done by the Board of
its own performance and that of its Committees and individual directors. Schedule IV of
the Companies Act, 2013 states that the performance evaluation of independent directors
shall be done by the entire Board of Directors, excluding the director being evaluated.
Listing Regulations vide Regulation 25(3) requires a meeting of Independent Directors to
evaluate the performance of the Non Independent directors.
Accordingly, a meeting of the Independent Directors was held on 11th February, 2023
wherein the performance of the non-independent directors, including the Chairman were
evaluated. The annual performance evaluation of all the directors and the Board as a whole
were conducted based on the criteria and framework adopted by the Board. The Board of
Directors expressed their satisfaction with the evaluation process. The evaluation process
has been explained in the Corporate Governance Report section in this Annual Report. The
NRC has also reviewed the performance of individual directors based on their knowledge,
preparation, effective participation in meetings, understanding of their roles as director
etc.
PUBLIC DEPOSITS
During the year 2022-23, your Company did not accept/renew any deposits and as such, no
amount of principal or interest was outstanding as on 31st March, 2023.
AUDITORS AND AUDITORS' REPORT
M/s. Jain & Co., (Firm Regn. No. 302023E) Chartered Accountants,. were appointed as
the Statutory Auditors of the Company in place of M/s Singhi & Co., (Firm Regn. No.
302049E) , the retiring Statutory Auditors on 14th May, 2022 by the Board of Directors for
a period of 5 years from the conclusion of the 39th AGM to the conclusion of the 44th AGM
of the Company which was approved by the Shareholders at the 39th AGM of the Company. M/s.
Jain & Co. is a Peer Reviewed Firm. The Company has received letter from the Auditors
to the effect that their appointment, is within the prescribed limits under the Companies
Act, 2013 and that they are not disqualified.
The Notes on Financial Statements referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. There is no qualification,
adverse remarks or disclaimer made by the Statutory Auditors.
SECRETARIAL AUDIT REPORT
A report made by Mrs. Swati Bajaj, (CP No. 3502, Membership No. ACS 13216) of M/s Bajaj
Todi & Associates. Practising Company Secretaries of 225D, A.J.C.Bose Road, 3rd Floor,
Kolkata 700 020, pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
attached as Annexure - "C". The report is free of any qualification, adverse
remarks or disclaimer.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial
auditors has reported to the Audit Committee under Section 143(12) of the Companies Act,
2013 any fraud committed against the Company by its officers or employees, the details of
which need to be mentioned in the Board's Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or provided any guarantees under Section 186(1) of
the Companies Act, 2013. However, the details of Investments under Section 186(1) of the
Companies Act, 2013 have been provided at Note No. 12 of the Financial Statements for the
year ended 31st March, 2023.
PARTICULARS OF RELATED PARTY TRANSACTIONS
During the year there were no material related party transactions with the promoters,
the directors or the management, their subsidiaries or relatives etc. by your Company that
may have a potential conflict with the interest of the Company. Accordingly, the
disclosure of related party transactions as required under Section 134(3)(h) of the
Companies Act, 2013 in Form AOC 2 is not applicable to your Company. All Related Party
Transactions are placed before the Audit Committee for approval. Omnibus approval is
obtained on a yearly basis for transactions which are of repetitive nature.
The Company has formulated a policy on Related Party Transactions. The weblink of the
policy is https://www.bengaltea.com/wp-content/ uploads/2022/10/Related-party.pdf
All related party transactions entered during the Financial Year 2022-23 were in the
ordinary course of the business and on arm's length basis, details of which have been
provided in the Notes to the Accounts.
Disclosures of transactions of the Company with any person or entity belonging to the
promoter/promoter group which hold(s) 10% or more shareholding in the Company
The disclosures of transactions of the Company with any person or entity belonging to
the promoter/ promoter group which hold(s) 10% or more shareholding in the Company is
given in Note No. 47 of the Notes to the Financial Statements.
COST AUDIT
In accordance with the provisions of Section 148 of the Companies Act, 2013 and the
Companies (Audit and Auditors) Rules, 2014 the Company was required to appoint Cost
Auditor to audit the cost records of the applicable products of the Company relating to
the Tea Division and accordingly, such accounts are made and records have been maintained
relating to Tea Division every year.
PARTICULARS OF COST AUDITOR APPOINTED FOR THE FINANCIAL YEAR 2022-23
The Company has appointed the following Cost Auditor for Tea Division for the year
ended 31st March, 2023:
Details of Cost Auditor |
Unit Audited |
Name: D. Radhakrishnan & Co. |
Tea Division- |
Address: 11A Dover lane |
Bengal Tea & Fabrics Limited. |
Flat B1/34, Kolkata- 700029 |
Ananda Tea Estate- Assam |
Registration No. allotted by ICMAI: 000018 |
|
The Board of Directors, on the recommendation of Audit Committee, have re-appointed
M/s. D. Radhakrishnan & Co. as the Cost Auditor to audit the cost accounts relating to
the Tea Division the Company for the financial year 2023-24. As required under the Act, a
resolution seeking member's approval for the remuneration payable to the Cost Auditor
forms part of the Notice convening the Annual General Meeting for their approval.
PARTICULARS OF EMPLOYEES
The Company had no employee who were in receipt of more than Rs 1.02 Crores per annum
during the year ended 31st March, 2023 or of more than Rs 8.5 Lakhs per month during any
part thereof. However, the information required pursuant to Section 197 of the Companies
Act, 2013 read with Rule 5(1), 5 (2) and 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 has been annexed as Annexure -
"D".
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to conservation of energy, technology absorption and foreign
exchange earnings and outgo, as per Section 134 (3)(m) of the Companies Act, 2013 read
with Rule 8 (3) of Companies (Accounts) Rules, 2014, is set out in the annexure forming
part of the Annual Report marked as Annexure - "E".
RISK MANAGEMENT POLICY
Risk management is embedded in your Company's operating framework. Your Company
believes that managing risks helps in maximizing returns. The Company's approach to
addressing business risks is comprehensive and includes periodic review of such risks and
a framework for mitigating controls and reporting mechanism of such risks. As per
requirement of Section 134(3)(n) of the Companies Act, 2013 the Board of Directors in its
meeting held on 10th May, 2014 had approved the Risk Management Policy. As of now, the
Directors do not envisage any element of risk which may threaten the existence of the
Company.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an adequate system of internal control procedures which are constantly
assessed and strengthened with new/revised standard operating procedures.The Company's
internal control system is commensurate with the size and nature of business. The main
thrust of internal audit is to test and review controls, appraisal of risks and business
processes, besides benchmarking controls with best practices in the industry. Detailed
procedural manuals are in place to ensure that all the assets are safeguarded, protected
against losses and all transactions are authorized, recorded and reported correctly. The
internal control systems of the Company were monitored and evaluated by the internal
auditor and their audit report was periodically reviewed by the Audit Committee. The
observations and comments of the Audit Committee are placed before the Board and suitable
steps are taken to strengthen the controls.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act, 2013, the Company has formed a CSR
Committee and formulated a Corporate Social Responsibility Policy (CSR Policy) indicating
the activities that can be undertaken by the Company and the same can be viewed at
https://
www.benealtea.com/wp-content/uploads/2022/10/corporatesocialresponsibilitypolicv.pdf . The
details on the CSR Committee are provided in the Report on Corporate Governance. The
Company does not fall under the criteria mentioned under Section 135 of the Companies
Act,2013 for making CSR Contribution in the financial year 2022-23. Accordingly, there
were no CSR expenditure for the financial year ended 31st March , 2023 and hence annual
report on CSR has not been provided.
TRANSFER OF UNPAID DIVIDEND AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 of the Companies Act, 2013, the declared
dividends which remain unpaid or unclaimed for a period of seven years have been duly
transferred by the Company to the Investor Education and Protection Fund (IEPF)
established by the Central Government under Section 125 of the said Act.
The Company has uploaded the details of unpaid and unclaimed amounts lying with the
Company as on 31st March, 2023 on the Company's website viz., www.bengaltea.com. The
dividend for the undernoted years, if unclaimed for seven years, will be transferred by
the Company to IEPF:
Financial Year |
Date of Declaration of Dividend |
Unclaimed Dividend as on 31.03.2023 (Rs) |
2015-16 |
01.08.2016 |
187483.50 |
2016-17 |
NIL |
NIL |
2017-18 |
NIL |
NIL |
2018-19 |
NIL |
NIL |
2019-20 |
NIL |
NIL |
2020-21 |
31.08.2021 |
2,20,968.00 |
2021-22 |
05.08.2022 |
2,01,324.00 |
Pursuant to the provision of Section 124 (6) read with Rule 6 of Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the
"IEPF Rules") as amended, all shares in respect of which dividend has/have
remained unpaid or unclaimed for consecutive seven years the corresponding shares shall
also be transferred in the name of Demat Account of IEPF Authority.
Accordingly 39,903 equity shares against 632 folios corresponding to the dividend for
the year ended on 31st March, 2016 which remains unclaimed for seven consecutive years
will be transferred to Demat Accout no. 1204720013676780 of IEPF Authority maintained with
SBI CAP Securities Limited through Central Depository Services (India) Limited under IEPF
RULES, 2017 on 6th September, 2023. Notice to the concerned shareholders and advertisement
in Newspapers has been given to make an application to the Company / Registrar & Share
Transfer Agents latest by 14th August, 2023 with a request for claiming the unpaid
dividend so that the shares are not transferred to IEPF. The Company has uploaded the
details of all shares transferred to Demat account of IEPF Authority as on 31st March,
2023 on the Company's website www.bengaltea.com.
OPENING OF SUSPENSE ESCROW DEMAT ACCOUNT
In accordance with SEBI Circular dated 25th January, 2022 a separate Suspense Escrow
Demat Account has been opened with a Depository Participant for crediting shares which
have not been dematerialized by the shareholders within 120 days from the date of issue of
Letter of Confirmation to them. There are 200 equity shares lying in the aforesaid account
as on 31st March, 2023.
INSIDER TRADING & STRUCTURED DIGITAL DATABASE
The Company has implemented the Code of Internal Procedure & Conduct as required
under the extant SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company has
also in existence a Structured Digital Database as mandated under the above Regulations.
NAME OF COMPANIES WHICH HAVE CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES DURING THE YEAR
None
DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place Internal Complaints Committee for the Registered Office and
Tea Division. The following is the summary of Sexual Harassment complaints received and
disposed off during the year 2022-23:
No. of Complaints pending as on 1st April, 2022: NIL
No. of Complaints received : NIL
No. of Complaints Disposed off : NIL
DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016
During the year under review, there were no proceedings, either filed by the Company or
against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended,
before National Company Law Tribunal or other courts .
ONE-TIME SETTLEMENT WITH BANKS OR LENDING INSTITUTIONS, IF ANY
During the year under review, the Company has not entered into any one-time settlement
with Banks or lending institutions. ACKNOWLEDGEMENT
The Directors place on record their sincere appreciation for the assistance and
co-operation extended by Banks, its employees, its investors and all other associates and
look forward to continue fruitful association with all business partners of the Company.
|
For & on behalf of the Board |
|
Bengal Tea & Fabrics Limited |
|
Sd/- |
Place: Kolkata |
Adarsh Kanoria |
Dated:25th May, 2023 |
Chairman & Managing Director |
|
(DIN: 00027290) |