Your Directors hereby present their 158th Annual Report together with Audited Financial
Statements for the year ended 31 March 2023:
I. FINANCIAL PERFORMANCE:
a) Standalone Financial Results
Particulars |
31.03.2023 |
31.03.2022 |
Total Revenue |
33,468 |
37,418 |
(Loss)/Profit before exceptional item |
(4302) |
1,039 |
Exceptional Items |
|
|
- Provision for impairment |
(18,622) |
0 |
- Gain on sale of assets from continuing operation |
0 |
1,023 |
|
(22,924) |
2,061 |
Tax Expenses |
0 |
(1827) |
a) |
(22,924) |
234 |
Profit before tax from discontined operations of coffee business |
280 |
754 |
Exceptional gain from sale of coffee assets |
24,372 |
0 |
Tax Expenses |
(850) |
0 |
b) |
23,803 |
754 |
Net profit for the year (a + b) |
879 |
989 |
b) Overview of Performance
During the FY 2022-23, the Corporation achieved a total revenue from continuing
operation of Rs. 33,468 lakh compared to Rs. 37,418 lakh in FY 2021-22.
Loss before exceptional item of continuing operation at Rs. 4302 lakhs for the year as
against profit of Rs. 1039 lakhs for the previous year is not comparable as (i) profit
before exceptional item for the previous year included gain of Rs. 6,219 from sale of
property included in total revenue and (ii) Dividend of Rs. 4,890 lakhs from the overseas
subsidiary compared to Rs. 2,978 lakhs in previous year.
Net Profit for the year was Rs. 879 lakhs as against Rs. 989 lakhs for the Previous
Year. The same is however not comparable in view of two major exceptional items in the
Financial Statements for the year under review viz. provision for impairment of
investments and Inter Corporate Deposits in Go Airlines India Limited ("GoAir"),
an associate of the Corporation and gain on sale of Coffee Estates.
Coffee business, although profitable has over the years given very low yield and
returns due to its very nature of business i.e. agriculture and economy of scale compared
to the returns on realizable value of land parcel at around Rs. 275 crores. It was
therefore decided to exit the Coffee business and reduce the overall debt of the
Corporation. The legally binding contract for transfer of Coffee business at a
consideration of Rs. 291 crores has resulted in gain of Rs. 24,372 lakhs.
The other exceptional item is the loss of Rs. 18,622 lakhs on account of provision for
impairment of investments & ICDs in GoAir as a matter of prudence since GoAir has
filed an application for initiation of Corporate Insolvency Resolution Process (CIRP) to
preserve its assets and keep it as a Going Concern.
Division wise performance:
i. Tea:
Overall tea production, including bought leaf was lower at 37.38 lakh kg as compared to
41.72 lakh kg for the previous year. Total tea sales were at 39.97 lakh kg as compared to
44.16 lakh kg for previous year. The average selling price of tea was at Rs. 148 per kg
against Rs. 143 per kg for the previous year. Tea division continued to underperform due
to lower production and steep increase in wage rate by approximately Rs. 63 per day.
Production of tea at Tanzania estates was 5.5 lakh kg as against 5.4 lakh kg for the
previous year. The sales were at 4.77 lakh kg as against 5.6 lakh kg for the previous
year. However, the revenue increased to Rs. 5.35 crore as against Rs. 4.25 crore on
account of increase in the sales price from Rs. 64 per kg to Rs. 90 per kg resulting in
improved performance.
ii. Coffee:
The Corporation's coffee production for the year was 639 MT as compared to 562 MT for
the previous year. The Corporation's bought coffee fruit operations during the year
produced 135 MT of clean coffee as against 57 MT in the previous year. The average price
realized per tonne was Rs. 2.80 lakh as compared to Rs. 1.86 lakh in the previous year.
iii. Auto Electric Components Business (Electromags):
Turnover for the year was higher at Rs. 15,157 lakh as compared to Rs. 13,350 lakh in
the previous year resulting in improved performance compared to the previous year.
iv. Health Care:
Dental products reported a significant increase in turnover at Rs. 2,917 lakh compared
to Rs. 1,941 lakh in the previous year primarily due to opening up of the dental colleges
and clinics post Covid-19. Better product mix and realization of higher prices for alloys
resulted in substantial increase in profits from operations.
No material changes and commitments have occurred after the closure of year under
review till the date of this report, which would affect the financial position of the
Corporation.
c) Subsidiaries and Associate Companies
A report on the financial performance of each of the Subsidiaries and Associates
included in the Consolidated Financial Statements is provided in Form AOC-1 and forms part
of this Annual Report.
The Corporation has material listed Indian subsidiary, viz. Britannia Industries
Limited.
In addition, the Corporation has material unlisted overseas subsidiaries viz. Leila
Lands Limited and Associated Biscuits International Limited.
Pursuant to the acquisition of 11,68,000 shares of National Peroxide Ltd (NPL) by
Baymanco Investments Limited, a wholly owned step down subsidiary of the Corporation, NPL
has become an associate of the Corporation w.e.f. 10th January 2023.
d) Consolidated Financial Results
Overview of Performance
The Corporation has prepared Consolidated Financial Statements in accordance with the
applicable Accounting Standards as prescribed under the Companies (Accounts) Rules, 2014
of the Companies Act, 2013. The Consolidated Financial Statements reflect the results of
the Corporation and those of its subsidiaries and associates. As required under Regulation
33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
["SEBI (LODR) Regulations, 2015"] the Audited Consolidated Financial Statements
together with the Independent Auditors' Report thereon are annexed and form part of this
Annual Report.
Consolidated sale of products and services of the Corporation for the year ended 31
March 2023 was Rs. 1,630,339 lakh compared to Rs. 1,431,151 lakh in FY 2021-22,
registering a growth of 14%. However, the Corporation has reported a loss of Rs. 53,350
lakhs for the year compared to profit of Rs. 80,865 lakhs in previous year in consolidated
financial statement. This is primarily due to the provision in respect of investments made
in Go Airlines (Go Air) and other financial obligations towards Go Air by the Subsidiaries
of the Corporation as explained in detail herein below:
e) Investments in and financial obligations towards Go Air and impairment thereof
Historically, the Corporation has made several investments either directly or through
its subsidiaries across diverse businesses and geographies to further its interests and
consequently, its shareholder value.
These investments have been strategic in nature with a long term perspective. The
day-to-day management has been left to their respective Boards with oversight from the
Corporation's Board.
Some of the investments over the years such as investments in North Borneo Timber(NBT)
in 1954 and divested in FY1994-95, resulted in net gain of over 700 times. This exit
provided an opportunity to acquire 25% [of the equity capital] in Britannia Industries
Limited (BIL) in 1995 at the cost of Rs. 68 crores. This was followed by a takeover of the
foreign partner's 25% share in BIL in 2009 at the cost of Rs. 884 crores. The performance
of BIL is self-evident. The Corporation's share of this investment of approximately Rs.
951 crores has gone up to Rs. 52,624 crores in 2023.
In some other cases the investments have been exited with a good profit. In case of
investment in PT Indo Java, Indonesia, the Corporation entered with a cost of Rs. 2 lakhs
and exited in 2010 with a profit of over 3000 times.
The airline business was identified by the Corporation as nascent potential growth area
in India.
The Corporation, through its Wholly- Owned Subsidiaries, Sea Wind Investment &
Trading Company Limited and Baymanco Investments Limited, invested Rs. 944 crores in the
equity of Go Airlines representing 33% paid up equity of Go Airlines ("Go Air").
Go Air's financial performance proved to be at par with its competitors, for several
years, prior to the pandemic.
As part of its growth and expansion, Go Air opted to purchase 72 airbus aircraft (new
engine option aircrafts) powered by Pratt & Whitney(P&W) Engines, which promised
substantial fuel savings and reliability of 5 years on wing without major maintenance
events. Unfortunately, the engine life was hardly one year requiring substantial changes
and maintenance. This resulted in Go Air fleet being grounded between the years 2020 to
2023, on an average 31% to 50% of its total available aircrafts.
P&W provided the services required upto March 2020, including compensation for the
grounded aircrafts, but defaulted thereafter, demanding substantial payments for the
repairs of its defective engines. Unfortunately, P&W which had earlier provided spare
engines, ceased to provide the same during this period. With more and more engines
failing, 50% of its capacity was grounded. This resulted in Go Air having to sustain
itself on 50% of revenue and 100% of costs.
Protracted discussions and negotiations with P&W with the promise of supply of
engines did not materialise, leading to the dispute between the airline and its engine
supplier. With this, the financial situation of the Go Air deteriorated, despite the
support provided by the promoters, including your Company, as well as the support by the
Banks under the Emergency Credit Line Guarantee Scheme (ECLGS).
Despite Go Air's best efforts, it was left with no option but to file an application
for International Arbitration with the Singapore International Arbitration Centre in terms
of its contract. An Emergency Arbitrator after hearing the parties ordered the supply of
engines so that 5 aircraft would be airworthy by May'23 with a further 5 aircraft per
month, resulting with the full fleet flying by September'23.
Unexpectedly P&W, a subsidiary of Raytheon Corporation, though having submitted
themselves to International Arbitration before the Emergency Arbitrator refused to honour
and execute the Emergency Arbitrator's award. Go Air moved the arbitrator for the second
time, who reaffirmed his earlier award and order. Unfortunately, P&W again refused to
abide by the award of the International Arbitrator, which forced Go Air to move the US
courts for execution of the arbitration order.
These actions seriously damaged the financials of the airline, with more engines
failing and lessors demanding return of their aircrafts on account of the fact that
P&W was not providing the engines required to sustain the airline. Considering all the
above facts and circumstances, the Board of Go Air decided to file an application before
the National Company Law Tribunal (NCLT) for initiation of Corporate Insolvency Resolution
Process (CIRP), grant of an interim moratorium for Go Air to preserve the assets of Go Air
and to keep it as a Going Concern in the larger public interest.
The NCLT vide its order admitted the application of Go Air under section 10 of IBC,
2016 and further ordered as under:
"As a necessary consequence, the moratorium in terms of Section 14(1)
(a), (b), (c), & (d) is declared, and the following prohibitions are imposed:
(a) The institution of suits or continuation of pending suits or proceedings against
the Corporate Debtor including the execution of any judgment, decree or order in any court
of law, tribunal, arbitration panel or other authority;
(b) Transferring, encumbering, alienating, or disposing of by the Corporate Debtor any
of its assets or any legal right or beneficial interest therein;
(c) Any action to foreclose, recover or enforce any security interest created by the
Corporate Debtor in respect of its property including any action under the Securitization
and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002;
(d) The recovery of any property by an owner or lessor, where such property is occupied
by or in the possession of the Corporate Debtor.
NCLT also appointed Interim Resolution Professional (IRP) and ordered that the IRP will
ensure to take all necessary steps including execution of arbitral award to keep Go Air as
a Going Concern and run its services smoothly.
It is hoped that with the order of the NCLT, the Interim Resolution Professional and
the outcome of the arbitration and proceedings in the US court, the airline will receive
engines and retain its aircraft. This will enable it to revive itself and participate in
what is now a profitable growing aviation sector.
Meanwhile, in keeping with prudent accounting standards, the investments and financial
obligations whether direct or otherwise, have been fully provided for both in Standalone
and Consolidated Accounts - details of the provisions appear in the Notes of the Accounts.
It may be mentioned that some of the [lessors] moved the National Company Law Appellate
Tribunal, which has refused to interfere with the NCLT Order.
f) Share Capital
The issued, subscribed and paid-up Share Capital of the Corporation stood at Rs.
1,395.44 lakh as at 31 March 2023 comprising of 6,97,71,900 Equity Shares of Rs. 2 each
fully paid-up. There was no change in share capital during the year under review.
g) Non-Convertible Debentures
i. The Corporation during the year under review, issued below mentioned Secured
Unlisted Redeemable Non-Convertible
Debentures ('NCDs') on a private placement basis.
Sr. No. |
Name of the Instrument |
Issue Size (in Rs) |
Allotment date |
Redemption date |
Rate of Interest |
1 |
500 Fully paid, rated, secured, unlisted, redeemable, NonConvertible
Debentures of the face value of '10,00,000/- each, having ISIN INE050A07071 |
50 Crs |
28-03-2023 |
23-04-2024 |
9.25% p.a payable quarterly |
ii) During the year under review, the Corporation has redeemed the following
NonConvertible Debentures:
Sr. No. |
Name of the Instrument |
Issue Size (in ') |
Allotment date |
Redemption date |
Rate of Interest |
1 |
Series A - Senior Secured Rated Listed Redeemable Non-Convertible
Debentures of the face value of Rs. 10,00,000/- each, having ISIN INE050A07022 |
50 Crs. |
30-04-2020 |
30-04-2022 |
8.80% p.a.p.q. |
2 |
12,500 Senior Secured, Rated, Listed, Principal Protected, Redeemable,
Market Linked NonConvertible Debentures of the face value of Rs. 1,00,000/- each, having
ISIN INE050A07055 |
125 Crs |
30-03-2021 |
29-03-2023 |
Coupon amount paid on due date. |
The above NCDs were listed on Wholesale Debt Market ('WDM') Segment of BSE Limited.
iii) The Corporation has also redeemed the following NCDs in April 2023 out of sale
proceeds from Coffee Estates:
Sr. No. |
Name of the Instrument |
Issue Size (in ') |
Allotment date |
Redemption date |
Rate of Interest |
1. |
Rated, Secured, Senior, Listed, Transferable, Redeemable, Principal
Protected Market Linked Non-Convertible Debentures of the face value of Rs. 10,00,000/-
each, having ISIN INE050A07063 |
50 Crs |
25-10-2021 |
24-01-2024 |
Coupon amount paid on redemption |
2. |
Series B Senior Secured Rated Listed Redeemable Non-Convertible
Debentures of the face value of Rs. 10,00,000/- each, having ISIN INE050A07030 |
50 Crs |
30-04-2020 |
30-04-2023 |
8.80% p.a.p.q. |
3. |
Senior Secured Rated Listed Redeemable Non-Convertible Debentures of
the face value of Rs. 10,00,000/- each, having ISIN INE050A07048 |
75 Crs |
28-09-2020 |
28-09-2023 |
8.80% p.a.p.q. |
h) Dividend
Your Directors are pleased to recommend a dividend of Rs. 1.20 per share of the face
value of Rs. 2 each (previous year Rs. 1.20 per share). The dividend, if approved by the
shareholders at the ensuing Annual General Meeting, will be paid to those shareholders
whose names appear in the Register of Members of the Corporation as on the Book Closure
Date. The total dividend payout amounts to Rs. 837 lakhs.
i) Secretarial Standards
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to Meetings of the Board of Directors' and 'General Meetings', respectively, have been
duly complied with.
j) Reserves
Your Company does not propose to transfer any amount to the reserves for financial year
2022-23.
k) The change in the nature of business, if any
There is no change in Nature of business except that the Corporation has divested the
coffee business for economic reasons.
l) A statement regarding opinion of the Board with regard to integrity, expertise and
experience (including the proficiency) of the Independent directors appointed during the
year
The Board is satisfied of the integrity, expertise and experience (including
proficiency in terms of section 150(1)
of the Companies Act, 2013 and applicable rues thereunder) of all Independent Directors
on the Board. In terms of section 150 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 Independent Directors of the Company have already
undertaken requisite steps towards the inclusion of their names in the databank of
Independent Directors maintained with the Indian Institute of Corporate Affairs.
II CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
Information pertaining to conservation of energy, technology absorption, and foreign
exchange earnings and outgo in accordance with the provisions of clause (m) of sub-
section (3) of Section 134 of the Companies Act, 2013, read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is appended as Annexure A to this Report.
III. DIRECTORS
a) Appointment / Re-appointment
Non-Executive Director
In accordance with the applicable provisions of the Companies Act, 2013 ('the Act') and
the Articles of Association of the Corporation, Mr. Nusli N. Wadia, Chairman &
Non-Executive Director, retires by rotation at the ensuing Annual General Meeting ('AGM')
and being eligible, offers himself for reappointment.
Independent Directors
During the year under review, there was change in the composition of the Board of
Directors.
Mrs. Chandra Iyengar (DIN: 02821294), was appointed as an Additional Director in the
category of Non-Executive Independent Woman Director of the Corporation by the Board on
the recommendation of Nomination and Remuneration Committee of the Board with effect from
23rd November, 2022. The Members of the Corporation have approved the appointment of Mrs.
Chandra Iyengar as the Independent Women Director of the Corporation vide resolution
passed with requisite majority through postal ballot by the members on 20th February,
2023.
Mrs. Gauri Atul Kirloskar (DIN: 03366274), Independent Woman Director of the
Corporation resigned from the Board of Directors of the Corporation with effect from 9th
January, 2023.
b) Declaration by Independent Directors
The Corporation has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed both under the Act and the SEBI
(LODR) Regulations, 2015.
c) Board Evaluation
Pursuant to the applicable provisions of the Act and Regulation 19 of the SEBI (LODR)
Regulations, 2015, the Board undertook an annual performance evaluation of its performance
and that of its Committees viz. Audit Committee, Stakeholders' Relationship Committee,
Nomination and Remuneration Committee, CSR Committee, Risk Management Committee and of the
individual Directors. The manner in which the evaluation was carried out has been
explained in the Corporate Governance Report.
d) Nomination and Remuneration Policy
The Board, on the recommendation of the Nomination & Remuneration Committee, has
formulated a Policy for the remuneration of Directors and Senior Management. Brief details
of the Policy are provided in the Corporate Governance Report and also posted on the
website of the Corporation at www. bbtcl.com/policies.
e) Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013 ('the Act'), the Directors, to
the best of their knowledge and ability, confirm that:
i) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
ii) they have 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 Corporation at 31 March 2023 and of the profit/loss of the
Corporation for the year ended on that date;
iii) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Corporation and for preventing and detecting fraud and other irregularities;
iv) they have prepared the annual accounts on a going concern basis;
v) they have laid down internal financial controls to be followed by the Corporation
and that such internal financial controls are adequate and were operating effectively; and
vi) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Corporation, reports of the internal, statutory, cost,
and secretarial auditors duly reviewed by the management and the Board including the Audit
Committee, the Board is of the opinion that the Corporation's internal financial controls
were adequate and operating effectively during the FY 2022-23.
IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Board has constituted a Corporate Social Responsibility ('CSR') Committee
comprising of three Directors of which one is an Independent Director. The CSR Policy of
the Corporation and initiatives taken by the Corporation with respect to Corporate Social
Responsibility during the year under review are in accordance with the Companies
(Corporate Social Responsibility Policy) Rules, 2014. The requisite details are appended
to this Report as Annexure B.
V. EMPLOYEES
a) Key Managerial Personnel
Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Corporation are
Mr. Ness Wadia, Managing Director and Mr. N. H. Datanwala, Chief Financial Officer. Mr.
Sanjay Kumar Chowdhary, Company Secretary has resigned from the services of the
Corporation with effect from 24th April 2023.
b) Particulars of Employees
The information as per Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended to this
Report as Annexure C.
Having regard to the provisions of the first proviso to Section 136(1) of the Act, the
Annual Report is being sent to the members and others entitled thereto, excluding the
information on employees' particulars as required under Rule 5(2) of the aforesaid Rules.
The said information is available for inspection by the members at the Registered Office
of the Corporation during business hours on working days up to the date of the ensuing
Annual General Meeting. If any member is interested in obtaining a copy thereof, such
member may write to the Corporation and the same will be furnished on request.
c) Disclosure on Sexual Harassment of Women at Workplace
The Corporation 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. The Corporation has not received any
complaint on sexual harassment in FY 2022-23.
VI. MANAGEMENT DISCUSSION & ANALYSIS
In terms of the provisions of Regulation 34 of the SEBI (LODR) Regulations, 2015, the
Management Discussion & Analysis forms part of the Annual Report.
VII. GOVERNANCE / SECRETARIAL
a) Corporate Governance Report
In accordance with the provisions of the SEBI (LODR) Regulations, 2015, a separate
report on Corporate Governance along with the Certificate on compliance of the conditions
of Corporate Governance as issued by the Company Secretary in Practice is appended to this
Report as Annexure D.
b) Business Responsibility and Sustainability Report
Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, the Business
Responsibility & Sustainability Report of the Corporation for the FY 2022-23 forms
part of this Annual Report.
c) Annual Return
Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the
annual return is placed on the website of the Corporation and can be accessed at
www.bbtcl.com/ investor-relations-annual-return/
d) Board Meetings:
During the year, eight Board Meetings were duly convened and held. The details of Board
and its Committees meetings are given in the Corporate Governance Report that forms part
of this Annual Report.
e) Whistle Blower Policy
The details of the Whistle Blower Policy are given in the Corporate Governance Report.
f) Related Party Transactions
The Corporation has formulated a Policy on Related Party Transactions which is
disclosed on its website www.bbtcl. com/policies/
All transactions entered into with related parties as defined under the Act, Indian
Accounting Standards (Ind AS 24) and Regulations 2(1)(zc) and 23 of the SEBI (LODR)
Regulations, 2015 during the year under review, were in the ordinary course of business
and on an arms' length basis and did not attract the provisions of Section 188 of the Act.
With regard to transactions with Related parties under the provisions of Regulation 23 of
the SEBI (LODR) Regulations, 2015, prior approval of the Audit Committee was obtained
wherever required.
During the year under review, the Corporation had not entered into any contract/
arrangement/transactions with related parties which could be considered as material in
nature. Accordingly, there are no material related party transactions to be reported in
Form AOC-2.
Disclosures pertaining to transactions with related parties are given in Note no.48 of
the Notes forming part of the Standalone Financial Statements for the FY 2022-23.
g) Risk Management
Your Corporation has a well-defined risk management framework and organizational
structure in place for managing and reporting risks periodically. The details of the Risk
Management Committee are covered in the Corporate Governance Report.
h) Insurance
The Corporation's plant and machinery, building, stocks and assets are adequately
insured.
i) Particulars of Loans, Guarantees and Investments
The details of Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Act are given in Note No.46 forming part of the Standalone Financial
Statements.
j) Significant & Material Orders Passed by the Regulators
Singampatti Land matter
Members are aware that the Corporation has been cultivating tea and carrying on all its
plantation activities at Singampatti tea estate Tamil Nadu under a valid lease since 1929.
This lease land was classified as forest land by Tamil Nadu government in February
2018. Further, the said land has been classified as Tiger reserve under the Wildlife
Protection Act, despite the fact that the Corporation has a bustling township on the said
land. The Tamil Nadu government, however, upheld the lease rights and allowed the
Corporation to continue its plantation activities. The Corporation is contesting these
matters before the Madras High Court.
During the financial year 2018-2019, the Commissioner of Land Administration in Tamil
Nadu passed an order cancelling the lease for violation of conditions with regard to the
clearing of certain areas. The Corporation has challenged the said order before the Madras
High Court by way of Writ. The said writ has been admitted and interim relief restraining
the Government from interfering with lawful operations and ingress and egress by the
Corporation.
Also, in February 2018, the Government authorities in Tamil Nadu demanded increased
lease rental in respect of the lease land retrospectively from 1958 to 2018 amounting to
Rs. 22,396 lakh. In January 2019, a further demand of Rs. 796 lakh as increased rental for
the year 2019 was also raised. The Corporation has challenged both these demands by way of
Writ Petition before Madras High Court. The said Writs have been admitted and stay has
been granted.
While all these matters are pending before the court, the operations at Singampatti
have been ongoing and continuing.
There are no other significant and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and the Corporation's operations in
future.
VIII. AUDITORS
a) Statutory Auditors
At the 155th Annual General Meeting ("AGM") held on 24th July, 2020, Members
had appointed M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration
No. 001076N/ N500013) as Statutory Auditors of the Corporation, for a period of five (5)
consecutive years from the conclusion of the 155th AGM till the conclusion of 160th AGM of
the Corporation to be held in the year 2025.
b) Cost Audit
In terms of Section 148 of the Act, the Company is required to maintain cost records
and have the audit of its cost records conducted by a Cost Accountant. Cost records are
prepared and maintained by the Company as required under Section 148(1) of the Act. The
Board of Directors, on the recommendation of the Audit Committee, appointed M/s GLS &
Associates (GLS) as Cost Auditors of the Plantations and Electromags
Division of the Corporation for FY 2023-24 at a remuneration of Rs. 2,50,000/- plus
taxes as applicable and reimbursement of actual out of pocket expenses. The remuneration
payable to them is required to be ratified by the shareholders at the ensuing Annual
General Meeting.
The Cost Audit Report for the FY 21-22 was filed with the Ministry of Corporate Affairs
on 9th November, 2022.
c) Secretarial Audit
Pursuant to the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Corporation
appointed Mr. Tushar Shridharani, Practicing Company Secretary as Secretarial Auditor for
FY 2022-23. The Secretarial Audit Report does not contain any qualification, reservation,
or adverse remark. The Report of the Secretarial Auditor is appended as Annexure E.
d) Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial
Auditor have not reported any instances of frauds committed in the Corporation by its
Officers or Employees to the Audit Committee under section 143(12) of the Companies Act,
2013, details of which needs to be mentioned in this Report.
e) Auditors' Qualifications
Statutory Auditors' Report, Cost Auditors' Report and Secretarial Auditors' Report do
not contain any qualification, reservation or adverse remarks on Standalone Financial
Statements.
However, the statutory Auditors' Report on Consolidated Financial Statements contains
qualified opinion on the matters pertaining to unavailability of audited/ reviewed
financial results of Go Airlines for the period from 1st January, 2023 to 31st March,
2023. The qualifications are self-explanatory.
IX. DEPOSITS
Your Corporation has not accepted during the year any deposits from the public or its
employees within the meaning of section 73 of the Act read with the Companies (Acceptance
of Deposits) Rules, 2014.
X. INTERNAL FINANCIAL CONTROLS
Your Corporation maintains adequate and effective internal control systems which are
commensurate with the nature, size, and complexity of its business and ensures orderly and
efficient conduct of the Corporation's business. The internal control systems in all
Divisions of the Corporation including the Corporate office are routinely tested and
verified by independent Internal Auditors and significant audit observations and follow-up
actions are reported to the Audit Committee. The Audit Committee reviews the adequacy and
effectiveness of the Corporation's internal control requirement and monitors the
implementation of audit recommendations.
Your Corporation has in place adequate Internal Financial Controls with reference to
Financial Reporting which ensure adherence to the Corporation's policies, safeguarding of
its assets, maintaining proper accounting records, and providing reliable financial
information. During the year, such controls were tested and no reportable material
weaknesses in design or operation were observed.
XI. OTHERS
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions pertaining to these items during the year
under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of Shares (including Sweat Equity Shares) to employees of the Company under
any Scheme.
4. Voting rights which are not directly exercised by the employees in respect of shares
for the subscription/ purchase of which loan was given by the Corporation (as there is no
scheme pursuant to which such persons can beneficially hold shares as envisaged under
section 67(3)(c) of the Companies Act, 2013).
5. The Corporation does not have any scheme of provision for the purchase of its own
shares by employees or by trustees for the benefit of employees.
XII.ACKNOWLEDGEMENTS
Your Directors thank all Customers, Shareholders, Suppliers, Bankers, Employees and
other business associates for their continued support.
On behalf of the Board |
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Nusli N Wadia |
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Chairman |
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(DIN: 00015731) |
Mumbai, 26th May, 2023 |
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