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REPORT OF THE BOARD OF DIRECTORS AND MANAGEMENT DISCUSSION & ANALYSIS
Dear Shareholders,
Your Directors have pleasure in presenting their Forty-Seventh Annual Report and
Accounts for the year ended 31st March, 2023.
FINANCIAL RESULTS
(Rs. In Millions)
Particulars |
Year ended 31st March, 2023 |
Year ended 31st March, 2022 |
Revenue from Operations |
8,821.95 |
8231.19 |
Profit before taxation |
25.29 |
91.85 |
Tax Expense |
28.52 |
39.10 |
Profit for the year |
(3.23) |
52.75 |
Other Comprehensive Income (net of tax) |
(47.43) |
43.07 |
Total Comprehensive Income |
(50.66) |
95.82 |
Other Equity at year end |
2,892.89 |
3008.35 |
The increase in wages in the operating regions of Assam and Dooars had a significant
impact on the bottomline of the Company. The increase in prices could only partially
off-set this cost increase. Branded tea, Export sales of bulk tea and instant tea
continued to contribute to the growth of the Company's business.
SHARE CAPITAL
During the year ended 31st March, 2023 there is no change in the issued,
subscribed and paid up share capital of the Company. The paid up capital as on 31st
March, 2023 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 2023.
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 2022-23.
INDUSTRY STRUCTURE AND DEVELOPMENT, OPPORTUNITIES & THREATS, OUTLOOK, RISK AND
CONCERNS
Tea being an agricultural product, the plantation operations are subject to the
fluctuating fortunes of weather . The crop yield depends on the climatic conditions to a
very large extent. The steps initiated by the management for increasing the crop yields by
implementation of improved agricultural practices are not only necessary, but also
important for the sustainability of the Industry.
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 provides employment to more than one million people, more
than half of whom are women. Tea Industry 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 and bought leaf factories contributing to almost 50% of the total
country's tea production.
The Indian tea crop for the FY 2022-2023 was 1370.83 million kgs as compared to 1344.40
million kgs in FY 2021-22 and 1283.03 million kgs in FY 2020-21. There was a decline in
production in the years 2020 and 2021 due to Covid impact and later due to most tea
growing areas facing a severe drought and inclement weather throughout the growing season
in 2021 and 2022. Climate in the tea growing areas continues to be erratic and it remains
to be seen if the crops stabilize to normal levels during 2023-24.
Substantial 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 is also a cause for concern. The
Company has made substantial investment in irrigation to minimize the impact on crop
due to change in climatic conditions.
Weather is also of prime importance for the industry to achieve desired production
levels. Due to erratic weather conditions the production of tea fluctuates within a given
range. However, inspite 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.
OPERATIONS
During the financial year under review, your Company manufactured a total crop of 18.91
Mn kgs. vis-a-vis 18.55 Mn kgs. made last year including bought leaf. It recorded own crop
of 15.94 Mn kgs. tea as compared to 15.63 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
and extremely wet weather conditions in the months of July, August and September. This
extreme and erratic weather pattern was responsible for lower than normal crop harvested
by the company gardens.
During the course of the year excellent quality of development work was undertaken by
the Company's gardens. Good quality of planting was done using a mixture of good quality
clones and productive clones to ensure viability is maintained in future.
Your company's gardens continue their thrust on quality production and this effort to
produce quality teas was well appreciated by the buyer fraternity. During the year under
review, the average price realization of your company was higher than the industry average
and most of your company's gardens feature in the top levels of all across Dooars ,
Darjeeling and Assam batting orders.
Your Company increased 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.
As far as certifications are concerned, 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 has contributed favorably to the topline of
your Company apart from exporting a majority of its produce. The overall sales of the
plant during the year were the highest the unit has ever achieved.
The Consumer division witnessed lower volumes as compared to the previous year. Rural
offtake continued to remain sluggish resulting in lower volumes. The economy segment
continued to grow leading to lower margins. However, with better control over costs, the
division was able to achieve expected margins.
The division successfully extended the Goodricke Premium launch to the rest of the
country. Further, in order to cater to the requirement of the youth as well as for
convenience, your company has launched its range of instant premix teas in three flavors.
The response to the launches have been positive.
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 27.60 Million kgs compared to 28.63 million kgs in
the previous year mainly due to lower volumes recorded in the Branded tea business. Export
stood at 5.14 Million kgs as compared to 2.01 million kgs last year witnessing significant
increase during the year under review. Instant tea exports stood at 0.33 million kgs
compared to 0.29 million kgs in 2021-22.
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 |
-106% |
Lower operating margin due to wage hike which could not be setoff
through prices |
Operating profit margin |
-26% |
|
Interest Coverage Ratio |
-32% |
Variance is attributable to lower operating margins during the year. |
Debt Equity Ratio |
68% |
Variance is attributable to higher year end borrowings arising out of
higher working capital requirements throughout the year. |
Debt Service Coverage Ration |
-25% |
Variance is attributable to lower year end borrowings arising out of
repayment of term loans and lower working capital borrowings |
Return on Equity Ratio |
-106% |
|
Return on Capital employed |
-48% |
Lower operating margin due to wage hike which could not be setoff
through prices |
Inventory Turnover Ratio |
-22% |
Lower closing inventory |
Current Ratio |
-9% |
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 own business with growth plans in short to medium terms.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Mr. S. Banerjee, Vice President and Company Secretary
retired from the services of the Company on 31st December 2022. The Board, at
its meeting held on 11th November 2022 has appointed Mr. Arnab Chakraborty as
the Company Secretary (FCS-8557), w.e.f. 1st January, 2023.
The Board, at its meeting held on 2nd February, 2023 has appointed Mr.
Soumen Mukherjee (DIN 08240868), as Whole-time Director designated as Director (Finance)
& CFO w.e.f. 1st April, 2023. The shareholders have approved the
appointment of Mr. Soumen Mukherjee as Director (Finance) & CFO by passing Special
Resolution vide Postal Ballot e-voting which commenced on 17.02.2023 and was concluded on
17.03.2023.
In accordance with the provisions of the Articles of Association of the Company, read
with Section 152 of the Companies Act, 2013, Mrs. S. A. Walker will retire by rotation at
the forthcoming Annual General Meeting and being eligible, offer herself for
re-appointment. The tenure of appointment of Dr. Rupali Basu as an Independent Director
shall expire on 24th June, 2023. The Board approved her re-appointment for second tenure
of 5 years w.e.f. 25th June, 2023 subject to the approval of the members in the ensuing
AGM.
During the year, the Company had the following Key Managerial Personnel-
1. Mr. Atul Asthana, Managing Director & CEO,
2. Mr. Subrata Banerjee, Vice President & Company Secretary (upto 31.12.2022)
3. Mr. Arnab Chakraborty, Company Secretary (w.e.f. 01.01.2023)
4. Mr Soumen Mukherjee, Chief Financial Officer
The Board upon recommendation of the Nomination and Remuneration Committee, appointed
Mr. Soumen Mukherjee as a Whole time Director w.e.f. 1st April, 2023. The said
appiomntment was approved by the members by way of Postal Ballot Special Resolution.
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 of Directors virtually met 4 (four) times during the year on 26th
May, 2022, 12th August 2022, 11th November, 2022 and 2nd February,
2023. 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 Head of Internal Audit and the representative of the Statutory Auditors are
invitees to the meetings of the Audit Committee. The Head of Internal Audit 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 Policy 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 |
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.
d. 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 2022-23. 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, 2023 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 47th 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
2023, 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
2023 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) was appointed by the Board of Directors in its
meeting held on 5th February, 2022 as the Cost Auditor of the Company for the
financial year 2022-23 based on the recommendation of the Audit Committee. The
remuneration of the Cost Auditor for the FY 2022-2023 was ratified by the Members in the
46th Annual General Meeting.
The Cost Audit Report for the year ended 31st March, 2022 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, 2023. 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 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, 2023.
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 22851 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 2022-23
No. of Complaints filed during the year |
NIL |
No. of complaints resolved during the year |
NIL |
No. of complaints pending as on 31.03.2023 |
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 2013-14 aggregating Rs 9,39,542.00 and
the corresponding 9,674 Equity Shares for 2013 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 2015-16
amounting to Rs. 8,56,668.00 as on 31st March, 2023 which have not been paid or
claimed by the Shareholders and the due date for transfer of the said unclaimed dividend
to IEPF Account is1st August, 2023. 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 27th April, 2023 as well as an advertisement has also
been published in The Business Standard (English) and Aajkal (Bengali) newspapers on 5th
May 2023, and they are requested to encash their unclaimed dividends on or before 30th
June 2023. In case the Company/RTA does not receive any claim from such shareholders by 30th
June 2023, 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 |
2015-16 |
28.07.2016 |
01.08.2023 |
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 |
A list of Shareholders whose dividend remain unclaimed till the date of the Annual
General Meeting held on 27th July, 2022 have been uploaded on the website of
the Company https://www.goodricke.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, the Company Secretary, acts 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. Installation of low wattage LED lights to reduce Power Consumption. |
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2. Sprinkler System for Gas firing system. |
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3. Installation of higher efficiency CTC machines with energy
efficient motors. |
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4. Installation of new Rotorvanes with energy efficient motors |
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5. Installation of Solar light. |
(ii) |
The steps taken by the company for utilizing alternate sources of
energy |
1. Use of cashew nut shell and briquette to reduce coal consumption. |
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2. Use of Gas in Trough House in lieu of Coal in Darjeeling Garden. |
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3. Continue usage of Hydro Electric in Thurbo and Jiti. |
(iii) |
The capital investment on energy conservation equipment |
1. Installation of Gas in withering to reduce coal consumption as
Green Energy. |
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2. Implementation of Safety system in Gas firing system. |
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3. Installation of solar security lights. |
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4. Replacement of Old inefficient vehicles with energy efficient
vehicles. |
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|
5. Replacement of inefficient Irrigation system with energy efficient
low discharge irrigation system. |
(b) Technology absorption
(i) |
The efforts made towards technology absorption |
1. Usage of low wattages more LED lights. |
|
|
2. Use of alternate fuel. |
|
|
3. Use of fuel efficient Tractors & Lorries. |
|
|
4. Use of Mechanized pruning machines. |
|
|
5. Use of mechanized spraying system |
|
|
6. Usage of efficient Irrigation System. |
|
|
7. Usage of Solar Lights. |
(ii) |
The benefits derived like product improvement, cost reduction, product
development or import substitution |
1. Reduction in power cost. |
|
|
2. Effective spraying and pruning system. |
|
|
3. Reduction in fossil fuel cost. |
|
|
4. Reduction of carbon emission. |
(hi) |
In case of imported technology (imported during the last three years
reckoned from the beginning of the financial year). |
Nil |
|
(a) the details of technology imported |
|
|
(b) the year of import; |
|
|
(c) whether the technology been fully absorbed |
|
|
(d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof |
|
(iv) |
The expenditure incurred on Research and Development |
|
(c) Foreign exchange earnings and Outgo
During the year, the foreign exchange outgo was Rs 1.93 Million and the foreign
exchange earning was Rs. 1607.55 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 to 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 |
|
Atul Asthana |
|
Managing Director & CEO |
|
(DIN 00631932) |
|
S Mukherjee |
Place : Kolkata |
Director (Finance) & CFO |
Dated : 25th May, 2023 |
(DIN 08240868 ) |
|