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REPORT OF THE BOARD OF DIRECTORS AND MANAGEMENT
DISCUSSION & ANALYSIS
Dear Shareholders,
Your Directors have pleasure in presenting their Forty-Eighth Annual
Report and Accounts for the year ended 31st March, 2024.
FINANCIAL RESULTS
(Rs. In millions)
| Particulars |
Year ended 31st March, 2024 |
Year ended 31st March, 2023 |
| Revenue from Operations |
8,239.78 |
8,821.95 |
| Profit before taxation |
(655.79) |
25.29 |
| Tax Expense |
53.53 |
28.52 |
| Profit for the year |
(709.32) |
(3.23) |
| Other Comprehensive Income (net of tax) |
(3.50) |
(47.43) |
| Total Comprehensive Income |
(712.82) |
(50.66) |
| Other Equity at year end |
2,180.07 |
2,892.89 |
The increase in wages and other input costs coupled with normal crop
and lower price realizations in the operating regions of Assam and Dooars had a
significant impact on the bottom-line of the Company. Increase in prices could only
partially off-set this cost increase. The branded tea division continued to face market
challenges and stressed margins. Exports were lower than the previous year and the instant
tea continued to contribute to the growth of the Company's business.
SHARE CAPITAL
During the year ended 31st March, 2024 there is no change in the
issued, subscribed and paid up share capital of the Company. The paid up capital as on
31st March, 2024 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, 2024.
DIVIDEND
In view of losses during the year and also keeping in mind the current
constraints prevailing in the tea industry, the Board has not recommended payment of
dividend for the financial year 2023-24.
INDUSTRY STRUCTURE AND DEVELOPMENT, OPPORTUNITIES & THREATS,
OUTLOOK, RISK AND CONCERNS
Tea being an agricultural commodity, the operations in the gardens are
subject to the vagaries of weather and the crops to a large extent depend on the climatic
conditions which prevail during the season . Due to this factor the steps initiated by the
management towards undertaking good development work in the fields thereby increasing the
yields including steps taken for implementation of improved agricultural practices are not
only necessary but also important for the sustainability of the business . Tea continues
to be savored globally and remains the most popular beverage in the country contributing
substantially to the country's income by way of foreign exchange earnings. Indian tea
industry also provides employment to more than one million people, more than half of whom
are women. The Tea Industry also supports a large population comprising of workers,
dependents and others residing in the tea estates.
Originally, the tea plantation sector consisted of tea estates with
factories to manufacture their teas but over the last decade or so, there has been an
emergence of small tea growers. The bought leaf factories now contribute to more than 50%
of the total country's tea production.
The Indian tea crop for the FY 2023-2024 was 1368 million kgs as
compared to 1370 million kgs in FY 2022-23 . The World tea production also continues to be
stable and there appears to be a condition of surplus tea in the pipeline . Climate in the
tea growing areas in India continues to be erratic and this along with continued increase
in labour wages , high social cost over most other tea producing countries, high
infrastructure costs and increasing energy and other input costs remain the major problems
for the Indian Tea Industry. Shortage of labour during peak season in some pockets
continues to be a cause for concern . Fast-moving consumer goods consumption remained
subdued over the past year due to unpredictable monsoon rains and decreasing disposable
incomes, exacerbating the decline in rural demand.
The Company has made substantial investment in irrigation in earlier
years to minimize the impact on crop due to change in climatic conditions. However in
current scenario , other than drought , weather in the peak growing months also fluctuates
with high temperatures and uneven distribution of rainfall . However, in spite of this
scenario the outlook for the tea industry is positive, due to its increasing demand,
consumption and acceptance of the same as a wellness drink globally. The future outlook in
the branded tea division continues to be watchful on account of conservative demand and
regulatory requirements in the category. Severe competition from both large players and
small packeters makes the segment very volatile.
OPERATIONS
During the financial year under review, your Company manufactured a
total crop of 19.52 Mn kgs. vis-a-vis 18.91 Mn kgs. made last year including bought leaf.
It recorded own crop of 16.89 Mn kgs. tea as compared to 15.94 Mn kgs. in the previous
year. The tea gardens of the company faced very dry and adverse weather conditions in the
beginning of the season along with incidence of severe hail storms in some gardens in
Dooars. Even after the advent of rain, the tea growing areas faced intermittent spells of
hot and dry weather in the peak growing months of April , May and June and these extreme
weather conditions were responsible for the lower crop. Increased pest activities
particularly in Dooars region also led to crop losses from normal levels. During the year
a good standard of development work was carried out in the Company's gardens with a right
mix of quality and yield clones to ensure that the future viability is maintained . Your
company's gardens continue its thrust on quality production and all your company's gardens
remained in quality bracket in the regions of Assam, Dooars and Darjeeling.
Your Company continued its efforts to "GO GREEN" to counter
challenges of global warming and carbon emission. Afforestation projects, creation of
water bodies, usage of bio fertilisers and safe pesticides, usage of renewable fuel in the
form of gas firing systems and hydro power projects continue to be focus areas to ensure
sustainability. Towards these efforts a 408 Kwp Solar power unit was also commissioned in
the company's Nonaipara tea garden in Assam and similar initiatives for migration to
cleaner sources of energy are to continue in the future . All your Company's gardens in
Assam and Darjeeling are Rainforest Alliance certified. Further, Badamtam & Barnesbeg
in Darjeeling are both certified Organic & Fairtrade. All your company's Dooars
gardens and Orangajuli and Nonaipara in Assam are Trustea certified.
The Instant Tea Plant at Aibheel Tea estate continued to contribute
favorably to the topline of the Company apart from exporting a majority of its produce.
During the year under review the consumer division registered lower
volumes over the previous year owing to lower orders of Private label brands , degrowth in
the general trade which was the primary cause for concern. Modern Trade Retail,
Institutions and Ecommerce channels registered an increase in volumes over previous year.
The division continues to be under threat in its retail stronghold states of Madhya
Pradesh , Punjab and Haryana where bigger brands attempt to make inroads into the rural
segment through discounting and increased media spends putting further stress on the
margins .
In line with the division's endeavor of increasing it's play in the
premium price segment, the division registered growth in premium/mid- premium CTC brands -
Goodricke Khaass, SuperCup Gold & Goodricke Premium, albeit on lower volume base. To
further strengthen the premium CTC segment, Super Cup Gold - an exclusive blend of
Darjeeling long leaves & Assam CTC, was revamped and re-launched across India.
The overall packaged tea division's performance remained sluggish
witnessing only marginal growth fueled primarily with the growth in Economy segment. The
consumption of fast- moving-consumer-goods category has been subdued throughout the last
year on account erratic monsoon rain and declining disposable incomes which hurt the rural
demand further.
SEGMENTWISE OR PRODUCTWISE PERFORMANCE
The Company is primarily engaged in the business of cultivation,
manufacture and sale of tea and is managed organizationally as a single unit. Accordingly,
the Company is a single business segment company. The Domestic sale for this year was
28.39 million kgs compared to 27.60 million kgs in the previous year mainly due to higher
volumes recorded in the bulk tea business. Export stood at 4.65 million kgs as compared to
5.14 million kgs last year witnessing a marginal decrease during the year under review
primarily due to geopolitical turmoil. Instant tea exports stood at 0.37 million
kgs compared to 0.33 million kgs in previous year.
DETAILS OF SIGNIFICANT CHANGES
In terms of the SEBI Listing Regulations the requirement of disclosing
details of significant changes (i.e., change of 25% or more as compared to the immediately
previous financial year) in the key financial ratios, are mentioned below-
| Financial Ratios |
Variance |
Reasons for Variance |
| Net Profit Margin |
-23412% |
Lower operating margin due to wage hike, subdued market
prices which could not be set off through improved crop |
| Operating profit margin |
-230% |
|
| Interest Coverage Ratio |
-467% |
Variance is attributable to lower operating margins during
the year and higher working capital borrowings |
| Debt Equity Ratio |
141% |
Variance is attributable to higher year end borrowings
arising out of higher working capital requirements throughout the year. |
| Debt Service Coverage Ratio |
-244% |
Variance is attributable to lower operating margins during
the year and higher working capital borrowings |
| Return on Equity Ratio |
25165% |
Lower operating margin due to wage hike, subdued market
prices which could not be set off through improved crop |
| Return on Capital employed |
-1018% |
|
| Inventory Turnover Ratio |
-5% |
Lower closing inventory |
| Current Ratio |
-21% |
Marginal variance |
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has in place adequate systems of internal control
commensurate with its size and the nature of its operations. These have been designed to
provide reasonable assurance with regard to recording and providing reliable financial and
operational information, complying with applicable statutes, safeguarding assets from
unauthorized use or losses, executing transactions with proper authorization and ensuring
compliance of corporate policies. The Chief Internal Auditor along with external firms of
Chartered Accountants carry out Audits as per Audit Calendar approved by the Audit
Committee of the Company. Further, Cost Auditors, the Secretarial Auditors and the
Statutory Auditors are also responsible for checks during the course of their respective
audits. The Audit Committee reviews Audit Reports submitted by the internal Auditors.
Suggestions for improvement are considered and the Audit Committee follows up the
implementation of corrective actions. The Committee also meets the Company's statutory
auditors to ascertain, inter alia, their views on the adequacy of internal control systems
in the Company and keeps the Board of Directors informed of its major observations from
time to time.
RISK MANAGEMENT
The Audit Committee of the Board is responsible to monitor the risk
management plan as constitution of separate Risk Management Committee is not mandatory for
the Company. The Committee periodically reviews various risks associated with the entity
in terms of the Risk Management Policy of the Company which is available at
https://www.goodricke.com/ policies.
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 core tea business with growth plans in short to medium
terms.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Mr. Peter John Field resigned from his
position of Non-Executive Chairman and Non-Independent Director of the Company w.e.f. 31st
December, 2023 due to personal reasons. Mr. Stephen Charles Buckland was appointed as a
Non-Executive Director of the Company w.e.f. 9th August, 2023 and later taken up the
position of NonExecutive Chairman of the Company effective from 1st January, 2024. The
shareholders, by way of resolution passed by postal ballot, has approved the appointment
of Mr. Buckland as the Non-Executive Chairman of the Company.
The Board, at its meeting held on 21st February, 2024 has accepted the
resignation from Mr. Atul Asthana from his position of Managing Director and CEO w.e.f.
29th February, 2024 due to personal reasons. Subsequently, at its meeting held on 29th
February, 2024 the Board has appointed Mr. Arun Narain Singh as Executive Vice Chairman
and Managing Director cum CEO of the Company w.e.f. 6th March, 2024. The Board also
appointed Mr. Monojit Dasgupta as Non-Executive and Independent Director of the Company
w.e.f. 26th March, 2024. Both the appointment of Mr. A N Singh and Mr. Monojit Dasgupta
was regularized by Shareholders approval vide Special Resolutions passed through Postal
Ballot.
In accordance with the provisions of the Articles of Association of the
Company read with Section 152 of the Companies Act, 2013, Mr. Soumen Mukherjee will retire
by rotation at the forthcoming Annual General Meeting and being eligible, offer himself
for re-appointment.
During the year, the Company had the following Key Managerial
Personnel-
1. Mr. Atul Asthana, Managing Director & CEO (upto 29th February,
2024)
2. Mr. Arun Narain Singh (w.e.f. 6th March, 2024), Executive VC and MD
cum CEO
3. Mr. Soumen Mukherjee, Director (Finance) & Chief Financial
Officer
4. Mr. Arnab Chakraborty, Company Secretary
Pursuant to the recommendation of the Nomination and Remuneration
Committee (NRC), the Board of Directors had appointed Mr. Srikumar Menon (DIN: 00470254)
as an Additional Director (Category: Non-Executive Independent), by passing necessary
resolution by way of Circulation on 7th May, 2024, to hold office for a term of 5
consecutive years with effect from 10th May, 2024 up to 9th May, 2029, subject to the
approval of the Members of the Company at the ensuing Annual General Meeting. Details
relating his appointment is mentioned in the Notice of the ensuing AGM.
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 along with 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 met seven times during the year on 25th May, 2023, 10th
August, 2023, 9th November, 2023, 8th February, 2024, 21st February, 2024, 29th February,
2024 and 26th March, 2024. 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 (3) Non-Executive
Directors, namely; Mr. R Venkatraman, Independent Director, Mr. Saurav Adhikari,
Independent Director and Mrs. Susan Ann Walker, Non Executive Director. The Managing
Director, Chief Financial Officer, the Chief Internal Auditor and the representative of
the Statutory Auditors are invitees to the meetings of the Audit Committee. The Chief
Internal Auditor 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.
The Company has established a Vigil Mechanism/Whistle Blower Policy and
oversees through the Audit Committee, the genuine concerns, if any, expressed by the
employees and the Directors. The Company has also made provisions for adequate safeguards
against victimization of employees, Directors or any other person who express their
concerns. The Company has also provided direct access to the Chief Internal Auditor on
reporting issues concerning the interests of the employees and the Company. In turn the
Chief Internal Auditor is required to report such matters to the Chairman, Audit
Committee. The Whistleblower Policy is available on your Company's corporate website and
can be accessed at Company's weblink http://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 web
link: http://www. goodricke.com/policies
b. NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee presently comprises of
three (3) Non-Executive Directors, namely, Mr. R. Venkatraman, Independent Director, Mr.
Saurav Adhikari, Independent Director and Mrs. Susan Ann Walker, Non-Executive Director.
Mr. R Venkatraman 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 Pol icy 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 V.
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 hereunder 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 |
| Mr Saurav Adhikari |
Non Executive - Independent |
Chairman |
1 |
| Mr. R. Venkatraman |
Non Executive - Independent |
Member |
1 |
| Mr. Atul Asthana* |
Managing Director & CEO |
Member |
1 |
| Mr. Arun Narain Singh** |
Vice Chairman, MD & CEO |
Member |
- |
*Ceased to be a member pursuant to his resignation as MD & CEO
w.e.f. 29th February, 2024 **Appointed as a member w.e.f. 26th March, 2024
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 http://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 25th
May, 2023 and all the members of the Committee were present in the meeting.
c. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholder's Relationship Committee presently comprises 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 inter alia contains indicative criterion for evaluation of the Board of
Directors, its Committees and the individual members of the Board.
In accordance thereof, the Board evaluated the performance of the
Board, its Committees and the Individual Directors for the financial year 2023-24. 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
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.
ANNUAL RETURN
The draft Annual Return (e-Form MGT-7) of the Company for the year
ended 31st March, 2024 pursuant to the provisions of Section 92 of the Companies Act, 2013
is available on the Company's website and can be accessed at http://www.goodricke.com.
The e-form MGT-7 shall be filed with the MCA within the due date upon
the completion of the 48th Annual General Meeting of the Company as required under Section
92 of the Companies Act, 2013 and the Rules made thereunder. Copy of the same shall be
furnished on the website of the Company.
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 2024, the applicable accounting standards have been followed along with 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 2024 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 re-appointed as the Statutory Auditors of the Company at
the Annual General Meeting held on 15th September, 2021 for a further term of 5 years,
till conclusion of the Annual General Meeting to be held in 2026.
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(1) of the Companies Act,
2013 read with Companies (Accounts) 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 8th February, 2023 as the Cost Auditor of the Company for
the financial year 2023-24 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, 2023 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, 2024. The report of the
Secretarial Auditors is enclosed as Annexure-IV to this report.
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.
PARTICULAR OF COMPLIANCE OF CONTRACTS OR ARRANGMENTS MADE WITH RELATED
PARTIES
All transactions entered into by the Company with related parties
during the financial year under review, were on an arm's length basis, and in the ordinary
course of business and are in compliance with the applicable provisions of the Act and the
Listing Regulations, details of which are set out in the Notes to Financial Statements
forming part of this Annual Report.
Further, the Company has not entered into any
contracts/arrangements/transactions with related parties which qualify as material in
accordance with the Policy of the Company on materiality of related party transactions.
There are no materially significant related party transactions that may have potential
conflict with interest of the Company at large.
Omnibus approval is obtained for the 7 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: http://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, 2024.
HUMAN RESOURCES DEVELOPMENT
Your Company believes that a progressive organisation can attain its
full potential by developing and maintaining a cordial work culture that promotes
happiness at workplace. Our constant endeavors are on sustaining an engaged and skilled
workforce that is capable of delivering on the commitments to our stakeholders in order
for us to remain 'future ready' structurally, financially and culturally The Company
employed over 22596 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
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 sensitize
employees and enhance awareness at all establishments, workshops are held at intervals
during the year.
In continuation with existing efforts to create mass awareness, we have
initiated a targeted program to create a safe and empowered workplace for women tea
workers to implement global women safety framework to strengthen prevention and response
mechanisms focused on women safety.
Status of complaints in the financial year 2023-24
| No. of Complaints filed during the year |
NIL |
| No. of complaints resolved during the year |
NIL |
| No. of complaints pending as on 31.03.2024 |
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 2015-16 aggregating Rs
8,56,228/- and the corresponding 11,519 Equity Shares 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.
The Company has a balance of unclaimed dividend relating to the
financial year 2016-17 amounting to Rs. 10,10,407.50 as on 31st March, 2024 which have not
been paid or claimed by the Shareholders and the due date for transfer of the said
unclaimed dividend to IEPF Account is 1st July, 2024. Further, the shares in respect of
which dividend has not been paid or claimed for seven consecutive years, are also due for
transfer into IEPF Demat Account.
In adherence to the said IEPF Rules, the Company has sent individual
reminders to the concerned shareholders on 18th April, 2024 as well as an advertisement
has also been published in The Business Standard (English) and Aajkal
(Bengali) newspapers on 23rd April 2024, and they are requested to
encash their unclaimed dividends on or before 28th June 2024. In case the Company/RTA does
not receive any claim from such shareholders by 28th June 2024, the Company shall proceed
to transfer such unclaimed dividend/ shares to IEPF as per the IEPF Rules, without any
further notice.
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.
| Financial Year |
Date of Declaration of Dividend |
Due Date for Transfer to IEPF |
| 2016-17 |
27.07.2017 |
04.08.2024 |
| 2017-18 |
27.07.2018 |
02.09.2025 |
| 2018-19 |
26.07.2019 |
04.09.2026 |
| 2019-20 |
No dividend declared for this
financial year |
| 2020-21 |
15.09.2021 |
21.10.2028 |
| 2021-22 |
27.07.2022 |
02.09.2029 |
| 2022-23 |
No dividend declared for this financial year |
|
A list of Shareholders whose dividend remain unclaimed till the date of
the Annual General Meeting held on 27th July, 2023 have been uploaded on the website of
the Company https:// www.qoodricke.com/unclaimed-dividends .
Shareholders are requested to check their unclaimed dividend from the
list and contact the Company or our RTA to encash their unclaimed dividends.
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 VI.
POLICY ON PREVENTION OF INSIDER TRADING
Your Company has adopted a Code of Conduct for prevention of Insider
Trading in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 and
in terms of all subsequent amendments and modifications in this regard. All Directors,
employees and other designated persons, who could have access to unpublished price
sensitive information of the Company, are governed by this Code. The trading window for
dealing with equity shares of the Company is duly closed during declaration of financial
results and occurrence of any other material events as per the code. During the year under
review there has been due compliance with the code.
In terms of the regulation, Board has appointed the 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 web
link http://www.goodricke.com/ policies
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
(a) Conservation of energy
| (i) The steps taken or impact on conservation of energy |
1. Continue to replace old CFL Lamps with low wattage LED
lights to reduce Power Consumption. |
|
2. Installation of new solar plant 410 Kwp at Nonaipara. |
|
3. Installation of new Rotorvane with energy efficient motors |
|
4. Installation of New CTC machines with energy efficient
motors. |
|
5. Installation of Higher Efficiency Irrigation Pump. |
| (ii) The steps taken by the company for utilizing alternate
sources of energy |
1. Continue to use of cashew nut shell briquette in lieu of
coal. |
|
2. Use of Gas in Trough House in lieu of Coal in Darjeeling
Garden. |
| (iii) The capital investment on energy conservation equipment |
1. Installation of new solar plant 410 Kwp |
|
2. Implementation of Safety system in Gas firing system. |
|
3. Installation of new efficient Irrigation Pump. |
|
4. Installation of higher efficiency CTC machine and
Rotorvane machine. |
|
5. Introduction of high efficiency coal Heater . |
| (iii) In case of imported technology (imported during the
last three years reckoned from the beginning of the financial year). |
|
| (a) the details of technology imported |
|
| (b) the year of import; |
NA |
| (c) whether the technology been fully absorbed |
|
| (d) if not fully absorbed, areas where absorption has not
taken place, and the reasons thereof |
|
(c) Foreign exchange earnings and Outgo
During the year, the foreign exchange outgo was Rs 2.64 million and the
foreign exchange earning was Rs. 1523.51 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
Goodricke is a progressive organisation and believes it can attain its
full potential by developing and maintaining a cordial work culture that promotes
happiness at workplace. 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 |
|
Arun Narain Singh |
|
Exe- Vice Chairman-cum- |
|
Managing Director & CEO |
|
(DIN 00620929) |
|
S Mukherjee |
| Place : Kolkata |
Director (Finance) & CFO |
| Dated : 21st May, 2024 |
(DIN 08240868 ) |