Dear Members,
We have pleasure in presenting the Annual Report together with the Financial Statements
of the Company for the year ended 31st March, 2024.
Financial Results
The financial performance of the Company is summarized herein below:
(Amount in Rs.'000)
Particulars |
31st March, 2024 |
31st March, 2023 |
Profit before Finance Cost, Depreciation andAmortization & Tax |
18748.05 |
1027.06 |
less: finance cost |
41.06 |
41.90 |
Depreciation and amortization |
409.96 |
355.27 |
Profit/ (Loss) before Tax |
18297.03 |
629.89 |
Less:tax expense |
|
|
Current tax |
2854.34 |
2613.08 |
For earlier years |
(1320.44) |
- |
Deferred tax |
1549.10 |
(348.50) |
Profit/(Loss) for the year |
15214.03 |
(1634.69) |
Other Comprehensive Income |
129.57 |
(55.80) |
Total Comprehensive Income for the year |
15343.60 |
(1690.49) |
Review of Operations
Revenues with other income for financial year ended 31st March, 2024 stood
at Rs. 3,42,29,691/- and profit before tax at Rs. 1,82,97,036.94/- and profit for the year
after tax was Rs. 1,52,14,040.47/-.
Dividend & Reserves
To conserve the resources of the Company, no dividend is recommended for the Financial
Year under reference and the Company has not transferred any amount to the General Reserve
during the financial year ended 31st March, 2024. Subsidiaries/Associate
Companies The Company does not have any Subsidiary or Associate Company.
Directors & KMP
The Board consists of non-executive directors including independent directors who have
wide and varied experience in different disciplines of corporate functioning. In terms of
Articles of Association of the Company read with section 150, 152 of the Companies Act,
2013, Shri Yashwant Kumar Daga (DIN:00040632), is retiring by rotation at the ensuing
Annual General Meeting and being eligible offered himself for re-appointment. The Board
recommends his re-appointment to the members of the Company in the ensuing Annual General
Meeting. Smt. Santosh Devi Mall (Din: 07094393) Non-Executive Non-Independent Director,
has resigned from the directorship of the Company w.e.f. April 06, 2023.
Based on the recommendation of the Nomination & Remuneration Committee, the Board
at its meeting held on 6th April, 2023 had approved the appointment of Smt.
Sujata Pandey as Company Secretary and Compliance Officer (Key Managerial Personnel)
w.e.f. 6th April, 2023.
The brief resume and other details relating to the Directors, who are to be appointed/
re-appointed as required under the Companies Act, 2013, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations) and Secretarial Standard
on General Meetings (SS-2) are provided in the Notice of the Annual General Meeting
forming part of the Annual Report.
Declaration from Independent Directors
All Independent directors have submitted their declaration under section 149(7) of the
Companies Act, 2013 that they meet the criteria of Independence as provided under section
149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
Nomination & Remuneration Policy
The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 and in
terms of Regulation 19(4) of the SEBI Listing Regulations has formulated a policy
on Nomination and Remuneration for its Directors, Key Managerial Personnel and senior
management and the said policy was amended from time to time. The detail of the said
policy is annexed herewith and marked as Annexure I forming part of this report. The
complete policy is available at the website of the Company at
http://longviewtea.org/investor/Nomination%20&%20 Remuneration%20Policy..pdf
Directors' Responsibility Statement
In accordance with the provisions of section 134(5) with respect to Directors'
Responsibility Statement, the Board hereby confirms and submits that:(a) in
the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures; (b) the
directors 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 company at the end of the financial year and of the profit
and loss of the company for that period; (c) the directors have taken proper and
sufficient care for the maintenance of adequate accounting records for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities; (d)
the directors have prepared the annual accounts on a going concern basis; and (e) the
directors have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively, (f) the
directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Number of Board Meetings
During the year five Board meetings were held on 06.04.2023, 20.04.2023, 13.07.2023,
01.11.2023, 11.01.2024 in respect of which proper notices were given and the proceedings
were duly recorded in the minutes book maintained for the purpose. The intervening gap
between any two consecutive meetings did not exceed the gap of 120 days as prescribed by
the Companies Act, 2013 and SEBI ( Listing Obligations and Disclosure Requirements),
Regulations 2015. The details of attendance of the directors at the Board Meetings during
the year 2023-2024 is given hereunder:
Name |
Number of meetings attended |
Pradip Kumar Daga |
1 |
Yashwant Kumar Daga |
5 |
Bajrang Agarwal |
5 |
Hemlata Jhajharia |
5 |
Pursuant to the provisions of the Companies Act, 2013, a separate meeting of the
Independent Directors was held on 11th January 2024 without the attendance of
non-independent Directors and members of the management to review the performance of
Non-Independent Directors and the Board as whole. The Independent Directors also reviewed
the quality, content and timeliness of the flow of information between the Management and
the Board and its' Committees which is necessary to effectively and reasonably perform and
discharge their dues.
Board Evaluation
Pursuant to the Provisions of the Companies Act, 2013 the Board of Directors have
carried out the performance evaluation for the Board, Committees of the Board, individual
Directors of the Company for the Financial Year ended 31st March, 2024.
The Board of Directors expressed their satisfaction with the evaluation process.
Performance Evaluation of Independent Directors were done by the entire Board excluding
the Independent Director being evaluated.
Internal Financial Control and their adequacy
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures. The internal auditor monitors and evaluates the efficacy
and adequacy of internal control systems in the Company.
Corporate Governance & Management Discussion & Analysis
The Company is having a Paid-up equity share capital not exceeding Rs. 10 crore and
Networth not exceeding Rs. 25 crore and hence as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Corporate Governance requirements as specified
in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and
Para C, D and E of Schedule V of the Listing Regulations are not applicable to the
Company. Thus, a report on Corporate Governance does not form part of this report.
Pursuant to SEBI Listing Regulations, report on Management Discussion and Analysis has
been enclosed as part of Board's Report.
Auditors' and their Report
M/s. V Singhi & Associates (Firm Registration No.311017E), Statutory Auditors, were
re-appointed as Statutory Auditor of the Company at the Annual General Meeting of the
Company held on 29th June, 2022 to hold office until the conclusion of the
Annual General Meeting to be held in the year 2027. The Auditors Report does not contain
any reservations, qualifications, or adverse remarks and are self-explanatory.
Secretarial Auditor
Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the
Company had appointed Shri Pravin Kumar Drolia, Proprietor of Drolia & Co.( Company
Sectary in whole time Pratice) for conducting the Secretarial Audit of the Company for the
financial year 2023-24. The Secretarial Audit Report, pursuant to Section 204(1) of the
Companies Act, 2013, for the financial year ended 31st March, 2024 is given in
Annexure II attached hereto and forms part of this report.
The Secretarial Audit report for the financial year ended 31st March, 2024
does not contain any reservation, qualification or adverse remarks and forms part of the
Board's Report.
Cost Audit
The maintenance of cost records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013, is not required by the
Company._
Audit Committee
The Audit Committee of the Company was constituted by Board. The Committee comprises of
Shri Bajrang Agarwal as Chairman, Shri Pradip Kumar Daga, & Smt. Hemlata Jhajharia as
Members. The Company Secretary is the Secretary of the Committee. During the year, there
are no instances where the Board had not accepted the recommendations of the Audit
Committee
Vigil Mechanism /Whistle Blower Policy
The Company has formulated a Vigil Mechanism / Whistle Blower Policy for the directors
and employees to report genuine concerns about instance of any irregularity, unethical or
improper practices and/ or misconduct by means of Protected Disclosure to the Vigilance
and Ethics Officer or the Chairman of the Audit Committee. The details of the vigil
mechanism are also available on the Company's website at http://longviewtea.org/
investor/Vigil%20Mechanism.pdf
Risk Management
The Board has approved and implemented Risk Management Policy of the Company including
identification and element of risks. Your Directors periodically reviews and identifies
the element of risk, if any, which may threaten the existence of the Company. During the
year no risk existed which may threaten the existence of the Company.
Corporate Social Responsibility
The Company is not falling in any of the criteria provided under the provisions of
Section 135 of the Companies Act, 2013, for forming the Corporate Social Responsibility
Committee, therefore, such committee has not been formed by the Company and the
requirement of clause (o) of sub-section (3) of Section 134 of the said act are not
applicable to the Company
Deposits
The Company has not accepted any deposit from the Public and as such there are no
outstanding deposits in terms of the Chapter V of the Companies Act, 2013 and The
Companies (Acceptance of Deposits) Rules, 2014.
Loans, Guarantees & Investments
The particulars of loans, guarantees and investments have been disclosed in the notes
to the financial statements of the Company.
Related Parties Transactions
All related party transactions entered during the financial year were in ordinary
course of business and on arm's length basis. There have been no transactions with the
related parties during the financial year which were in conflict with the interests of the
Company. There have been no materially significant related party transactions between the
Company and the Directors, the management or relative except for those disclosed in the
financial statements. Therefore, Form AOC-2 is not applicable. Suitable disclosures as
required by the Accounting Standard (Ind AS - 24) has been made in the notes to the
Financial Statements.
Change in the Nature of Business
No change has been made in nature of business carried out by the Company during the
financial year 2023-24.
Material Changes Affecting Financial Position of the Company
No material Changes or commitments, affecting the financial position of the Company
have occurred between the end of the financial year of the Company, to which the financial
statements relate i.e. 31st March, 2024 and date of Board's Report.
Significant and Material Orders Passed By the Regulators or Courts
There are no significant material orders passed by the Regulators/Courts which would
impact the going concern status of the Company and its future operations.
Conservation of Energy, Research and Development, Technology Absorptions and Foreign
Exchange Earnings and Outgo
The Company is in the trading business and has no manufacturing unit. The information
pertaining to conservation of energy, technology absorption , as required under the
Companies Act, 2013, read with the Companies (Accounts) Rules 2014 is not applicable to
the Company. During the year there was no Foreign exchange earnings and Outgo
Particulars of Remuneration of Managerial Personnel and Employees and Related
Disclosure
The information required under section 197 of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
below. a. Ratio of remuneration of each director to the median remuneration of the
employees of the Company for the financial year: None of the Director is being paid
remuneration except the sitting fees. b. Percentage increase in the remuneration of
Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year
2023-2024:
S l . Name No. |
Designation |
%increase in remuneration in the FY 2023-24 |
1. Shri Joydeep Pattanayak |
Chief Executive Officer |
10.71 |
2. Smt. Sujata Pandey |
Company Secretary |
- |
3. Shri Vikas Joshi |
Chief Financial Officer |
18.88 |
*Sujata Pandey was appointed as Company Secretary & Compliance Officer, w.e.f.
April 06, 2023 i.e. during the financial year 2023-24, hence, percentage increase is not
applicable . c. Percentage increase in the median remuneration of employees in the
financial year : 10.71% d. Number of permanent employees on the rolls of the
Company: 3 e. Average percentile increase already made in the salaries of employees
other than the managerial personnel in the last financial year and its comparison with the
percentile increase in the managerial remuneration and justification thereof and point out
if there are any exceptional circumstances for increase in the managerial remuneration:
Nil because there are no other employees in the Company other than the key managerial
personnel. f. The Company affirms that remuneration is as per the Remuneration
policy of the Company.
The details as required pursuant to provisions of sub-rule (2) and (3) of Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including
any amendment and re-enactment thereof) and forming part of this report is given in
separate annexure to this Report. The said annexure is not being sent along with this
Report to the Members of the Company in line with the provisions of Section 136 of the
Companies Act, 2013. Any member interested in obtaining a copy of the said statement may
write to the Company Secretary at the Registered Office of the Company. The aforesaid
annexure is also available for inspection by the Members at the Registered office of the
Company, twenty-one days before the 145th Annual General Meeting and up to the
date of the said Annual General Meeting during business hours on working days.
Further none of the employee was drawing in excess of the limits laid down in Rule 5(2)
of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 which
needs to be disclosed in the directors report.
Also, none of the employees listed in the said Annexure is a relative of any Director
of the Company. None of the employees hold (by himself/herself or along with his/her
spouse and dependent children) equity shares of the Company.
Internal Complaint Committee
The Company is committed to provide a safe and conducive work environment to its
employees. Due to having less than 10 workers, Internal Complaint Committee has not been
constituted under The_Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Also the Company has not received any complaint under The_ Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during
the year.
Extract of the Annual Return
Pursuant to section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the
Annual Return as on March 31, 2024 is available on the Company's website at
http://longviewtea.org/investor/Annual%20 Return_2024.pdf Compliance with Secretarial
Standards
The Company has complied with applicable Secretarial Standards issued by the Institute
of Company Secretaries of India.
Acknowledgement
Your Directors would like to express their sincere appreciation for the assistance and
cooperation received from the Members and employees during the year under review.
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