To
The Members of
Indong Tea Company Limited
Your directors are pleased to present the 34th Annual Report and
the audited accounts for the year ended 31st March, 2024.
1. FINANCIAL SUMMARY
Particulars |
31.03.2024 |
31.03.2023 |
INCOME |
|
|
Revenue from Operation |
2,131.99 |
2,103.98 |
Other Income |
224.03 |
307.35 |
Total Income |
2,356.02 |
2,411.33 |
Profit before finance costs, depreciation, exceptional items and taxation |
113.63 |
485.63 |
Less: Finance Costs |
79.73 |
100.34 |
Profit before depreciation, exceptional Items and Taxation |
33.90 |
385.29 |
Less: Depreciation and Amortization Expenses |
152.00 |
256.06 |
Profit/(Loss) before exceptional items and taxation |
(118.10) |
129.24 |
Add/(Less): Exceptional Item |
- |
- |
Profit/(loss) before Tax |
(118.10) |
129.24 |
Tax expense |
17.45 |
16.72 |
Profit / (Loss) for the year |
(135.55) |
112.52 |
OCI Income for the year (Net of Tax) |
(58.61) |
(45.73) |
Total comprehensive income / (loss) for the year |
(194.15) |
66.79 |
Earnings per share (of Rs 10/- each) - Basic and Diluted (In Rs.) |
-1.29 |
0.63 |
2. FINANCIAL AND OPERATIONAL PERFORMANCE
The financial statements have been prepared under Indian Accounting Standards (Ind AS)
notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian
Accounting Standards) Rules, 2015] and other relevant provisions of the Act.
During the year under review the company has increased recorded a Turnover of Rs.
2,131.99 Lakh as compared to Rs. 2,103.98 Lakh in the Previous Year. However, due to
increase in wages and other costs attached with normal crop and lower price realizations
in the Dooars regions of West Bengal had a significant impact on the performance of the
Company In addition to above, the rain has subsided during this year in compare to
previous year. Therefore, the same has impacted the production as well as performance of
the company. Thus, the net profit/ (loss) decreased to Rs. 194.15 Lakh as compared to
profit of Rs. 66.79 Lakh in the previous year. The Director further states that there is
no cash loss to the stakeholders. The above financial performance depicted that Profit
before depreciation, exceptional Items and Taxation is positive and in favor of the
stakeholders. The Director mentioned that continuous efforts are being made to improve the
operation as well as shareholders wealth and the overall outlook in the coming years
appears would be more promising and encouraging. Details of Tea Crop (Green leaf)
harvested, Tea Leaves Purchased from small growers and Tea made are as follows:
Particulars |
31.03.2024 |
31.03.2023 |
Tea Crop (Green leaf) harvested (In KG) |
42,28,969 |
47,95,532 |
Tea Leaves Purchased from small growers (In KG) |
11,41,383 |
1,25,500 |
Tea Produced (In KG) |
12,40,109 |
11,61,587 |
3. 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 has not recommended payment of dividend
for the financial year 2023-24.
4. 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 Equity Share Capital of the Company as
on 31st March, 2024 was Rs. 15,00,10,480/- comprising of 1,50,01,048/- no of Equity Shares
@ Rs. 10/- per Shares.
5. TRANSFER TO GENERAL RESERVE Your directors do not propose to transfer any
funds to the General Reserve for the F.Y. 2023-24. The Balance in Other Equity stands at
Rs. 3,386.28 Lakh (P.Y. Rs. 3,677.07 Lakhs).
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
No material changes and commitment affecting the financial position of the Company have
occurred between the end of the financial year to which the financial statements relate
and the date of the report except otherwise narrated in other part of the Report.
7. DISCLOSURE OF TAKEN OVER OF WORKING CAPITAL LOAN & TERMS LOANS BY AXIS
BANK FROM KOTAK MAHINDRA BANK
The Board has decided and approved in its meeting dated 21.06.2024 that working capital
& other term loans have been taken over by Axis Bank from Kotak Mahindra Bank due to
better banking facilities and easy for maintaining day to day affairs. Necessary
compliances in respect of Charge Creation/ Satisfaction have been complied with the ROC.
8. DEPOSITS
Your Company has not accepted any deposit during the year under review in terms of
Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules,
2014 and there were no unpaid deposits with the Company.
9. CHANGE IN NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business and the Company continues to focus
on tea business with growth plans in long terms.
10. CONSERVATION OF ENERGY AND
TECHNOLOGY ABSORPTION
The particulars in respect of 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 the Companies (Accounts) Rules, 2014 for the year ended March 31, 2024 is
provided in Annexure I.
11. QUALITY UPGRADATION
The Company has been assessed and Complied with the requirement of Trustea Code which
relates to the quality of the tea and has obtained Trust Tea certificate from Cotecna
Inspection India an eminent Certification Body from Tea Board of India.
The company has been assessed and Complied with the requirement of Food Safety
Management System and obtained ISO 22000: 2018 Certificate from MS Certification Services
Pvt Ltd, an eminent Certification Body in the State of West Bengal.
The company has been complied with the requirement of Good Manufacturing Practices and
obtained CODEX GMP Certificate from MS Certification Services Pvt Ltd, an eminent
Certification Body in the State of West Bengal.
The company has been complied with the requirement of Hazard Analysis and Critical
Point System and obtained HACCP Codex Certificate from MS Certification Services Pvt Ltd,
an eminent Certification Body in the State of West Bengal.
12. CERTIFICATIONS & RECOGNITIONS
During the current financial year F.Y. 2023-24, Indong Gold' Tea has been
fetching the highest prices every year, The latest highest price in CTC Category through
auction sale at any auction center is Rs. 1,001/-
Your Company is registered as a Small Enterprise bearing UDYAM Registration No.
UDYAM-WB-10-0010686 under Micro, Small and Medium Enterprises Development (MSMED) Act,
2006.
13. MAJOR DEVELOPMENT MADE TILL
DATE IN TEA ESTATE A) Factory
Substantial work has been done in upgradation & modernisation of Tea Processing
Machines in the Factory.
i) Humidification plant has been all upgraded.
ii) Sorting room has been modernised for smooth sorting.
iii) Workshop has been upgraded and automated.
iv) Substantial no. of roofing sheets has been replaced.
v) Filter Machines for Safe drinking water has been installed.
vi) Washroom, changing rooms, Toilets have been made as per RFA Guidelines.
B) Plantation / Garden
317257 Nos of Plants have been planted during the year. A nursery with a capacity of
more than 9.20 lakhs plants is maintained.
C) Organic Manure
It is very much essential to enrich and improve the soil structure. A large set up has
been created to produce Vermi Compost manure in house, which will be utilised for new
& extended plantations.
D) Dairy Farm
The estate has started a well-planned
"Dairy Farm Project" having comfortable accommodation facility for around 78
bovines. All "Deshi" Cows have already been brought from Gir, Gujarat which is
considered to be the best species available in the country as its Milk, Urine and Cow-dung
are repleted with tremendous medicinal properties. The Dairy Farm once starts functioning
in full swing, it will generate employment for the eligible dependents of the permanent
garden workers.
E) Water Supply and Sanitation
Three Nos. of Piped Water Supply Scheme has also been Sanctioned for the workers'
colonies of this estate by the
P.H.E. Department, Government of West Bengal. NOC has already been issued by the garden
authority and survey work by the concerned department has been carried out.
Piped Water Supply Scheme in being executed at the Garden as per Order of the Executive
Engineer, Public Health Engineering Directorate, Govt. of West Bengal, Jalpaiguri Division
under his Memo No. 1825/JD, dated 18.11.2021. Two Nos of Deep Tube Wells have already been
dug and laying of underground HDPE Pipes also nearing completion. Concrete overhand Tank
is due to be constructed which is delayed because of Heavy rains. Materials for the same
already supplied.
F) Co-Operate Society
A co-operative shop is constructed by WB Govt for the availability of essential goods
to workers at reasonable price. The estate had given NOC for land.
G) New Buildings
Pukka Store Godowns for Ration, Fuel, Pesticide and Chemicals, Fertilizers, Sprayers,
Stores have been constructed for safe and proper storage. A new modern pucca creche has
been built in Sec No B-6 having all facilities like latrine, Electricity, with Sufficient
Ceiling Fans, Light etc. for the convenience of the working mother and their children.
H) Labour Welfare
i) Workers Recreation Club has been built for the entertainment / recreation of the
labourers.
ii) One Vocational Training Centre has been built up for giving vocational training to
the children of the workers. Already sewing machine & computers are installed for
their training.
iii) Regular periodical Health check-up is organised in the garden Hospital.
iv) Labour Quarters are constantly under repairs & maintenance.
v) 646 Toilets have been constructed (including 1 in the Creche).
vi) Pukka Road consisting approx. 6kms has been built up under the PMGSY (Pradhan
Mantri Gram Sadak Yojna).
14. BUSINESS RISK MANAGEMENT
The company has been following the principle of risk minimization since very long, thus
required modification has been done as per Companies Act, 2013. Therefore, in accordance
with applicable Law/Regulations, the Board members were informed about risk assessment and
minimization procedures after which the Board formally adopted steps for developing,
implementing and monitoring the risk management policy for the company. The policy
consists of identification of risk elements which may threaten the company such as
Business risk, financial risk, fidelity risk, legal risk and many more and thus
establishes a pro-active approach in structuring Risk
Management policy so as to guide decision on risk related issues.
15. INTERNAL FINANCE CONTROL AND THEIR ADEQUACY
According to Section 134(5) (e) of the Companies Act, 2013, the term "Internal
Financial Control (IFC)" means the policies and procedures adopted by the Company for
ensuring the orderly and efficient conduct of its business, including adherence to the
company's policies, safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records and timely preparation of
reliable financial information.
The company has a well-placed, proper and adequate Internal Financial Control System
which ensures that all the assets are safeguarded and protected and that the transactions
are authorized recorded and reported correctly. The Company is following all the
applicable Indian Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. To further strengthen the internal control process, the
company has developed the very comprehensive compliance management tool to drill down the
responsibility of the compliance from the top management to executive level. The
compliance relating to Internal Financial controls have been duly certified by the
statutory auditors.
16. DIRECTORS AND KEY
MANAGERIAL PERSONNEL A. Director
The Directors of the company as on 31.03.2024 are as follows:
Name of Directors |
Category |
Shri Hariram Garg |
Managing Director |
Shri. Madan Lal Garg |
Executive Director |
Shri Rajesh Garg |
Non-Executive Promoter Director |
Smt. Rama Garg |
Non-Executive women Director |
Shri Akhil Kumar Manglik |
Non-Executive Independent Director |
Shri Sushil Kumar Nevatia |
Non-Executive Independent Director |
Shri Rajnish Kumar Kansal (DIN: 00285546) is appointed on 28th August 2024
as an additional Non- Executive Independent Director as per recommendation of the Board
and his appointment is valid subject to approval of shareholder in the upcoming AGM. As
per provisions of Section 152 of the Companies Act, 2013, Shri Madan Lal Garg, Shri Rajesh
Garg and Smt. Rama Garg retires by rotation and being eligible offers himself for
reappointment. During this year, the present age of Shri Sushil Kumar Nevatia is more than
75 years. Since this is the first tenure of as independent director and he has vast
experience and sound knowledge of the industry, therefore the Board has recommended to
continue as an independent director subject to the approval in the ensuing Annual General
Meeting to be held on 24.09.2024. Please note that his first tenure will be completed on
03.02.2027. The independent directors have submitted the declaration of independence as
required under Section 149 of the Companies Act, 2013 and the Board is of the opinion that
they are independent within the meaning of the said requirement of the Act. The Company
has received declarations from all the Independent Directors of the Company confirming
that they meet the criteria of independence prescribed under the Act and Listing
Regulations. None of the Directors of the Company suffers from any disqualification under
Section 164(2) of the Companies Act, 2013 and rule 14(1) of Companies (Appointment and
Qualification of Directors) Rules, 2014.
B. Key Managerial Personnel (KMP)
The Company had appointed following Key Managerial Personnel which are as follow: -
Name of the KMP |
Designation |
Shri Hariram Garg |
Managing Director |
Shri Manoj Kumar Ganguly |
Chief Financial Officer |
Shri Chandan Gupta |
Company Secretary cum Compliance Officer |
Remuneration and other details of the KMP's for the year ended 31st March,
2024 are mentioned in the Annual Return which forms an integral part of this Report and
is available on the Company's website viz., www.indongteaco.com.
17. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to requirement under subsection (3) and (5) of Section 134 of the Companies
Act, 2013, with respect to Directors' Responsibility Statement, your directors state that:
i. In the preparation of the Annual Accounts, the applicable accounting standards read
with requirements set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
ii. The Directors have, in the selection of Accounting Policies, consulted the
statutory Auditor and have 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 as on 31st March 2024 and of the Profit and Loss for the financial
year ended 31st March, 2024.;
iii. The Directors 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 company and for preventing and detecting fraud and other irregularities;
iv. The Directors have prepared the annual accounts on a going concern' basis.
v. The Directors have 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
vi. The directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
18. 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.
19. CORPORATE SOCIAL RESPONSIBILITY
The Provisions of Corporate Social Responsibility are not applicable on the Company.
Therefore, Company has not developed and implemented any Corporate Social Responsibility
Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014.
20. DISCLOSURE ON CORPORATE GOVERNANCE
As per Regulation 15 (2) of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015, the compliance with the corporate governance provisions as specified in
Para C i.e. Corporate Governance Report, Para D i.e. CEO/ CFO Certification in compliance
with the code of conduct of board of directors and senior management and Para E i.e.
Compliance certificate from either the auditors or practicing company secretaries
regarding compliance of conditions of corporate governance of Schedule V are not
applicable to your Company. Hence, Certificate in respect of Corporate Governance from
Secretarial Auditor has not been attached.
However, The Company has complied with the Corporate Governance requirements under the
Companies Act, 2013 and as stipulated in Listing Regulations to that extent possible. A
Disclosure on Corporate Governance are attached as Annexure - II respectively, forming
part of this Report.
21. ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Act, the Annual Return(s) of the
Company is available in the Companys website i.e. www.indongteaco.com.
22. NUMBER OF THE MEETINGS OF THE BOARD / COMMITTEE / GENERAL MEETING
A. Board Meeting
The Board met 9 times during the financial year 2023-24. The Provisions of Companies
Act 2013 and other applicable law/Regulations were adhered to while considering the time
gap between meetings The details have been provided in the Corporate Governance which is
annexed to this Report.
B. Committee Meeting
I. Audit Committee Meeting
The Audit Committee met 9 times during the financial year 2023-24. Section 177 of the
Companies Act 2013 of Companies Act 2013 and other applicable law/Regulations were adhered
to while considering the time gap between meetings The details have been provided in the
Corporate Governance which is annexed to this Report.
II. Nomination & Remuneration Committee
The Nomination and Remuneration Committee met 1 time during the financial year 2023-24.
Section 178 of the Companies Act 2013 and other applicable law/Regulations were adhered to
while considering the time gap between meetings. The details have been provided in the
Corporate Governance which is annexed to this Report.
III. Stakeholder Committee
Meeting
The Stakeholder Committee met 2 times during the financial year 2023-24. Section 178 of
the Companies Act 2013 and other applicable law/Regulations were adhered to while
considering the time gap between meetings. The details have been provided in the Corporate
Governance which is annexed to this Report.
IV. Internal Complaint
Committee Meeting
The Internal Complaints Committee met 1 time during the financial year 2023-24. The
details have been provided in the Corporate Governance which is annexed to this Report.
C. Annual General Meeting
During the year Annual General Meeting of the Members was held on 29.09.2023. The
details have been provided in the Corporate Governance which is annexed to this Report.
23. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITIES
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are provided in the financial statement.
24. UTILISATION OF INTITIAL PUBLIC OFFER PROCEEDS
The funds raised by the Company through IPO Issue has been utilized (Partially) by the
Company during the Financial Year under review as the company is listed on 21.02.2023. The
objects as stated in the prospectus are as follows: -
a) Funding Capital Expenditure towards Extension, Uprooting, Infilling of Tea
Plantation and Irrigation at Indong Tea Estate,
b) Funding Capital Expenditure towards installation of additional plant and machinery
for Tea Processing Unit,
c) Working capital requirements,
d) General corporate purposes and
e) Issue related expenses.
We have not fully utilized IPO proceeds till March, 2024. However, the same are
expected to utilized in full till September, 2024. Your Company hereby confirms that there
has been no deviation(s) or variation(s) in the use of the Public Issue Proceeds raised
from the Initial Public Issue (IPO).
Pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, and a disclosure against such
non-deviation has also been filed by the Company on half yearly basis with BSE until the
completion of the utilization of proceeds during the Financial Year under review.
The same is available on the Company's website https://www.indongteaco.com/Statem
ent-of-Deviation-or-variation.html
25. AUDITORS
A. Statutory Auditors
M/s. Agarwal Kejriwal & Co (FRN No 316112E), Chartered Accountant were appointed as
a Statutory Auditors of the Company for a term of 4 years at the 32nd Annual
general Meeting of the Company which was held on 29th September, 2022 and will
continue to hold the office until conclusion of 36th Annual General Meeting of
the Company to be held in the year 2026.
Pursuant to Regulation 33(1)(d) of the Listing Regulations, the Auditors have confirmed
that they hold valid certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India (ICAI) and are otherwise not disqualified under any
provisions of the Act and rules made thereunder.
The Statutory Auditors Report for FY 2023-24 forms part of this Annual Report. The
said report does not contain any qualification, reservation, adverse remark or disclaimer.
During the year under review, the Auditors did not have any matter to report under Section
143(12) of the Act and hence no details thereof is required to be disclosed under Section
134(3) (ca) of the Act.
B. Secretarial Auditor
The Board had appointed CS Prachi Todi (ACS No: 53022, COP No: 22964) Practicing
Company Secretaries, as the Secretarial Auditor for the FY 2023-24 and the Secretarial
Auditors report in Form MR-3 is annexed herewith as "Annexure- III" of
this Report. The said report does not contain any qualifications, reservations, adverse
remark or disclaimer.
During the current financial year 2024-25, The Board has appointed Puja Pujari &
Associates, Proprietor - CS Puja Pujari (FCS No 13102, COP 20171) Practicing Company
Secretaries, as the Secretarial Auditor of the company as the tenure of previous
secretarial Auditor has been completed.
C. Annual Secretarial Compliance Audit
As per Regulation 15 (2) of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015, the compliance with the corporate governance provisions as specified in
Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and
(t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V shall not
apply, in respect of
a) The listed entity having paid up equity share capital not exceeding rupees ten crore
and net worth not exceeding rupees twenty-five crore, as on the last day of previous
financial year.
b) The listed entity which has listed its specified securities on the SME Exchange. The
company, Indong Tea Company Limited has listed its specified securities on SME Exchange.
As the company falls under the ambit of the aforesaid exemption, a compliance with the
provision specified in Regulation 24A i.e., Annual Secretarial Compliance Audit shall not
be applicable to the Company.
D. 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 is not required to appoint Cost
Auditor to audit the cost records of the applicable products of the Company.
E. Internal Audit
M/s Arya Agarwal & Associates, (FRN No: 329343E), Proprietor CA Sumedha Arya
Agarwal (M. No 300716) Practicing Chartered Accountants performs the duties of Internal
Auditors of the company for the F.Y. 2023-24 and their report submitted by them is
reviewed by the Audit Committee & Board of Directors from time to time. The Board had
appointed M/s Arya Agarwal & Associates, (FRN No: 329343E), Proprietor CA Sumedha Arya
Agarwal (M. No 300716) Practicing Chartered Accountants, who are the Internal Auditor of
the company, expresses their unwillingness to continue as Internal Auditor of the Company
and resigned due to due to her health issue and therefore she is reducing her work load on
8th January, 2024. The Board has accorded the resignation of M/S Arya Agarwal
& Associates as Internal Auditor. In place of that the company has approached &
appointed M/S D. C. Dharewa & Co, (FRN No: 322617E), Proprietor CA Dharam Chand
Dharewa, (M. No 053838), Practicing CA Firm based on the recommendation of the Audit
Committee for the period from from 1st October, 2023 to 31st March, 2024.
26. EXPLANATION ON AUDITORS REMARKS
The Notes to Accounts referred to in the Auditors' Report are self-explanatory and
therefore do not call for any further comments. The Auditors' report does not contain any
qualification, reservation or adverse remark. Instead of that an opinion para has been
inserted in the para of Key Audit matters in the Audit Report.
27. INSTANCES OF FRAUD, IF ANY REPORTED BY THE 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.
28. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Companies Act, 2013, the Company is not required to
transfer any amount to Investor Protection and Education Fund as the Company has not
declared any Dividend and as such there is no amount of dividend which was due and payable
and remained unclaimed and unpaid for a period of seven years.
29. POLICIES
All applicable policies are available on the website of the Company at
https://www.indongteaco.com/corpor ate-code-conduct-policies.html. The policies are
reviewed periodically by the Board and updated based on need and new compliance
requirement.
30. RELATED PARTY TRANSACTION
During the year there were no material related party transactions with the promoters,
the directors or the management, Key Managerial Personnel or other designated persons etc.
which may have a potential conflict with the interests of the Company at large. All
related party transactions are placed before the Audit Committee and the Board for
approval, if applicable. Prior omnibus approval of the Audit Committee is obtained for the
transactions which are of a foreseen and repetitive nature. The transactions entered into
pursuant to the omnibus approval so granted are verified by the Auditor and a statement
giving details of all related party transactions is placed before the Audit Committee and
the Board of Directors for their approval.
All related party transactions entered during the Financial Year 2023-24 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 of the Financial Statement.
None of the Directors has any pecuniary relationships or transactions vis-?-vis the
Company. Particulars of Contracts or Arrangements with Related Parties referred to in
Section 188(1) of the
S. Name of the Companies Act 2013, in the prescribed form AOC-2 is appended as Annexure-IV
to the Board's Report.
31. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The company does not have subsidiary, Joint Venture and Associate Company during the
Financial Year 2023-24.
32. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
During the year, your company maintained harmonious and cordial Industrial Relations.
Your directors acknowledge and appreciate the efforts and dedication of employees of the
company.
33. PARTICULARS OF EMPLOYEE
The information required pursuant to Section 197 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company is as follows: Details Pertaining to Remuneration as required U/S 197(12)
of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,2016:
S. N o Name of the Director/KMP |
Remuneration of Director/ KMP for FY 2023-24 (Rs. in Lakh) |
% Increase /(Decrease) in Remuneration in FY 2023-24 |
Ratio of remuneration of each director/ to the median remuneration of
employees |
1 Hariram Garg, Managing Director |
24.00 (P.Y. 16.50) |
45.45 % |
1.67:1 |
2 Madanlal Garg, Executive Director |
Nil (P.Y. Nil) |
- |
- |
3 Manoj Kr. Ganguly, Chief Financial Officer |
3.60 (P.Y. 3.60) |
- |
-0.60:1 |
4 Chandan Gupta, Company Secretary cum Compliance officer |
5.03 (P.Y. 5.20) |
-3.18% |
-1.10:1 |
Note: i. The median remuneration of employees of the company during the financial
year was Rs. 1.30 Lakh.
ii. There were 1346 employees (including 1189 permanent labour & 157 temporary
labour) on the rolls of the company as on 31.03.2024.
iii. It is hereby affirmed that the remuneration paid during the year ended 31st March,
2024 is as per the Remuneration Policy of the Company
iv. The particulars of the employees who are covered by the provisions contained in
Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are:
a) Employed throughout the year
1. Shri Manoj Kumar Ganguly has been appointed as Chief Financial Officer
2. Shri Chandan Gupta has been appointed as Company Secretary cum compliance officer
b) Employed for part of the year: Nil
v. List of Top 10 employees in terms of remuneration drawn as per Rule 5(2) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 are stated in
Annexure V.
34. 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.
35. ONE-TIME SETTLEMENT WITH BANKS OR LENDING INSTITUTIONS, IF ANY
During the year under review, the Company has not entered into any onetime settlement
with Banks or lending institutions.
36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the period under review no material orders have been passed by the regulators or
courts or tribunals impacting the going concern status and company's operations in future.
37. WEBSITE OF THE COMPANY
Your Company maintains a website www.indongteaco.com where detailed information of the
Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 have been provided.
38. GREEN INITIATIVE
As a responsible corporate citizen, the Company supports the Green Initiative'
undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic
delivery of documents including the Annual Report to Shareholders at their email address
previously registered with DPs and RTAs. Your Company had already adopted the green
initiative by dispatching the Annual Report, Notices, other communications, etc., through
e-mail to its Shareholders, whose e-mail address are registered with relevant Depository
Participants / RTA / Company. Shareholders are requested to support this initiative by
registering / updating their e-mail address for receiving Annual Report, Notices, other
communications, etc. through e-mail.
Your Company is dispatching the Annual Report & Notice of the AGM along with other
documents required to be annexed thereto to the Shareholders through e-mail at their
registered e-mail address. Such documents are also available on the website of the Company
at www.indongteaco.com. Shareholders who have not registered their e-mail addresses so far
are requested to follow the procedure as mentioned in the Note to the Notice calling AGM
to receive the Annual Report & the Notice of the AGM and other documents relating
thereto through electronic mode and to enable their participation in the AGM. Those
holding shares in demat form can register their e-mail address with their concerned DPs.
39. ACKNOWLEDGEMENT
Your directors take this opportunity to thank the Financial Institutions, Banks,
Central and State Governments authorities, Regulatory authorities, Stock Exchanges and all
the various esteemed stakeholders for their continued cooperation and support to the
Company. Your directors wish to convey their sincere appreciation to all of the Company's
employees and workers at all level for their enormous personal efforts as well as their
collective contribution to the Company's performance.