Your Directors have pleasure in presenting their Forty-Ninth Annual Report and Accounts for the year ended 31st March, 2025.
FINANCIAL RESULTS
|
(Rs. In millions)
|
|
Particulars
|
Year ended 31st March, 2025
|
Year ended 31st March, 2024
|
|
Revenue from Operations
|
9,294.43
|
8,239.78
|
|
Profit before taxation
|
140.52
|
(656.23)
|
|
Tax Expense/(Expense)
|
(60.06)
|
36.81
|
|
Profit for the year
|
200.58
|
(693.04)
|
|
Other Comprehensive Income/(Expense) [net of tax]
|
92.56
|
(3.5)
|
|
Total Comprehensive Income/(Expense)
|
293.14
|
(696.54)
|
|
Other Equity at year end
|
2489.49
|
2196.35
|
The financial year 2024-25 presented a complex landscape for the Indian tea industry, marked by regional divergences in performance. In North India, tea production witnessed a notable contraction. The Dooars region recorded a significant 11.89% decline in output compared to the previous year. Against this backdrop, your Company demonstrated commendable resilience by maintaining a slightly higher level of production than the regional average. Assam's tea industry, a key contributor to national output, faced a year-on-year decline of 5.95%. However, your Company experienced a steeper fall of around 10% in Assam, reflective of the broader climate challenges in the region. Darjeeling presented a brighter picture, while industry production dipped by 5.96%, your Company achieved a 5% growth in production, a testament to its strategic focus and operational agility. A notable trend continues to shape the industry landscape—the rising dominance of unorganized tea growers, who now contribute approximately 54% of the country's total tea output, outpacing their organized counterparts.
However, this decline in supply drove a positive price movement, with teas from Assam and West Bengal witnessing an average increase of around 10% in market prices.
On the export front, the industry experienced an encouraging turnaround. Your Company's bulk tea exports mirrored this trend, registering a robust 15% growth over the previous year. In addition, Instant Tea continued its strong
growth trajectory, achieving a record-high sales volume during the year under review and posting sustained year-on-year growth. Complementing this performance, the branded tea division recorded a 5% growth in sales volume compared to the previous year—underscoring the growing consumer preference for quality and branded offerings. However, it is important to note that rising input costs and elevated overhead expenses continue to exert pressure on overall profitability for FY 2024-25.
As we navigate the challenges and harness emerging opportunities, your Company remains committed to maintaining operational excellence and delivering long-term value to its stakeholders.
SHARE CAPITAL
During the year ended 31st March, 2025 there is no change in the issued, subscribed and paid-up share capital of the Company. The paid-up capital as on 31st March, 2025 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 2025.
DIVIDEND
The Board of Directors of the Company has not recommended any dividend during the financial year 2024-25.
INDUSTRY STRUCTURE AND DEVELOPMENT, OPPORTUNITIES & THREATS, OUTLOOK, RISK AND CONCERNS
As with any agricultural crop, Tea is also subject to the vagaries of weather and the operations in the gardens are dependent on the climatic conditions which prevail during the season. Due to this reason 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 being the second most popular beverage after water continues to be savoured globally and enjoys a 100% penetration level 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 more than 50% of the total country's tea production and their contribution to the crop of the country continues to grow unabated.
The Indian tea crop for the FY 2024-2025 was around 1349 million kgs as compared to 1393 million kgs in FY 2023-24. The World tea production also continues to be stable and there appears to be a condition of surplus tea in the global 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.
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 to price fluctuations.
OPERATIONS
During the financial year under review, your Company manufactured a total crop of 19.86 Mn kgs. vis-a-vis 19.52 Mn kgs. made last year including bought leaf. It recorded own crop of 17.12 Mn kgs. tea as compared to 16.89 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 storm in some gardens in Cachar. Even after the advent of rain, the tea growing areas faced intermittent spells of hot and dry weather in the peak growing months of May and August and these extreme weather conditions were responsible for the lower crop. Increased pest activities in Dooars & Assam region also led to crop losses as compared to 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. Sustainability efforts in the form of afforestation projects, creation of water bodies, usage of bio fertilizers 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. Solar power units are also being pursued actively in several gardens in the group after commission of the Solar project 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 and Barnesbeg in Darjeeling are both certified Organic and Fairtrade. All your company's Dooars gardens and Orangajuli and Nonaipara in Assam are also Trustea certified.
The Instant Tea Plant at Aibheel Tea estate continued to contribute very favorably to the results of the Company with the majority of it's production being exported.
During the year under review the consumer division registered higher volumes over the previous year and reflected better profitability as compared to previous years. Whilst the division continues to face threat from other packeteers in its retail stronghold markets of Madhya Pradesh, Punjab and Haryana where bigger brands continue to make inroads, internally also the division faces threats in the form of higher overheads and presence of unviable brands which put a stress on margins and do not allow marketing spends. The division will require restructuring to make the business future ready.
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 28.74 million kgs compared to 28.39 million kgs in the previous year, recorded a marginal higher volume. Export stood at 4.25 million kgs as compared to 4.65 million kgs last year witnessing a marginal decrease during the year under review primarily due to geopolitical turmoil. In a remarkable highlight, our Instant Tea exports achieved an all-time high, soaring to 0.41 million kilograms from 0.37 million kilograms in the prior 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
|
126%
|
Variance is attributable to operating profit during the year arising out of better realisations and cost control measures adopted, other income and disposal of specified assets of an estate
|
|
Operating profit margin
|
212%
|
|
Interest Coverage Ratio
|
139%
|
Variance is attributable to operating profit during the year arising out of better realisations and cost control measures adopted, other income and disposal of specified assets of an estate
|
|
Debt Equity Ratio
|
-45%
|
Variance is attributable to lower year end borrowings due to receipt of assets sale proceeds and higher equity due to higher operating and investing cash flow generation and operating profit during the year
|
|
Debt Service Coverage Ratio
|
255%
|
Variance is attributable to operating profit during the year arising out of better realisations, other income and cost control measures adopted
|
|
Return on Equity Ratio
|
131%
|
Variance is attributable to operating profit during the year arising out of better realisations and cost control measures adopted, other income and disposal of specified assets of an estate
|
|
Return on Capital employed
|
146%
|
|
Inventory Turnover Ratio
|
-9%
|
Marginal variance
|
|
Current Ratio
|
19%
|
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, enterprise risk management framework along with risk register and risk heat map 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
The Company has an optimum combination of Executive, Non-Executive and Independent Directors, including an Independent Woman Director. As on 31st March, 2025, the Board is comprised of Eight Directors, with six nonexecutive directors of which four are independent directors. Further details on Board of Directors are provided in the Corporate Governance Report.
In accordance with the provisions of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013, Mr. Stephen Charles Buckland will retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offer himself for re-appointment.
During the year, the Company had the following Key Managerial Personnel-
1. Mr. Arun Narain Singh, Executive Vice Chairman & Managing Director cum CEO
2. Mr. Soumen Mukherjee, Director (Finance) & Chief Financial Officer
3. Mr. Arnab Chakraborty, Company Secretary & Compliance Officer
Pursuant to the recommendations of the
Nomination and Remuneration Committee ("NRC"), the Board of Directors of the Company at its meeting held on 30th April, 2025 has approved the appointment of Mr. Shaibal Dutt (DIN: 10054002) as the Managing Director and Chief Executive Officer of the Company w.e.f. 6th September, 2025, upon completion of tenure of Mr. Arun Narain Singh, existing Executive Vice Chairman and Managing Director cum CEO. The appointment will be for a tenure of three (3) consecutive years, subject to the approval of the Members in the ensuing AGM. 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 four times during the year on 21st May, 2024, 8th August, 2024, 13th November, 2024 and 11th February, 2025.
COMMITTEES OF THE BOARD
a. AUDIT COMMITTEE
The Audit Committee presently comprises of three (3) Non-Executive Directors, namely; Mr. Srikumar Menon, 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) NonExecutive Directors, namely, Mr. Saurav Adhikari, Independent Director, Mr. Monojit Dasgupta, Independent Director and Mr. Stephen Charles Buckland, Non-Executive Director. Mr. Saurav Adikari 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
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Chairman/
Member
|
No. of Corporate Social Responsibility Committee Meetings attended
|
|
Mr. Saurav Adhikari
|
Non-Executive - Independent
|
Chairman
|
1
|
|
Mr. Arun Narain Singh
|
Exe. Vice Chairman, MD & CEO
|
Member
|
1
|
|
Mr. Monojit Dasgupta
|
Non-Executive - Independent
|
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 21st May, 2024 and all the members of the Committee were present in the meeting.
d. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholder's Relationship Committee presently comprises three (3) Directors, namely Dr. (Mrs.) Rupali Basu, Independent Director, Mr. A. N. Singh, Managing Director & CEO, who is a member and Mr. Saurav Adhikari, Independent Director. Dr. (Mrs.) Rupali Basu is 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 2024-25. 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, 2025 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 49th 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 2025, 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 2025 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 Independent Auditor's Report on the Financial Statements of the Company for the financial year ended on 31st March, 2025, does not contain any qualification or reservation or adverse remark or disclaimer.
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, 2024 as the Cost Auditor of the Company for the financial year 2024-25 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, 2024 does not contain any qualification, reservation or adverse remarks
SECRETARIAL AUDIT
In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI LODR Regulations, the Secretarial Audit was conducted by M/s Anjan Kumar Roy & Co. Company Secretaries (Firm Unique Code: S2002WB051400) for the year under review. The Secretarial Audit Report is attached to this Report and marked as Annexure-IV. There are no qualifications or observations or adverse remarks in the Secretarial Audit Report.
Further, pursuant to Regulation 24A of the SEBI LODR Regulations, as amended, the Board recommends appointment of M/s Anjan Kumar Roy & Co, as the Secretarial Auditor of the Company for a period of 5 (five) consecutive years, with effect from 1st April, 2025. An appropriate resolution seeking approval of the shareholders of the Company has been included in the Notice convening the AGM.
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, 2025.
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 21053 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 Committees 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 and to implement women's safety framework to strengthen prevention and response mechanisms for complaints.
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 2016-2017 aggregating Rs. 10,06,673.00 and the corresponding 12,377 Equity Shares for 2017 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 ('IEPF') established by the Central Government, 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.
Shareholders may claim their unclaimed
Status of complaints in the financial year 202425
|
No. of Complaints filed during the year
|
NIL
|
|
No. of complaints resolved during the year
|
NIL
|
|
No. of complaints pending as on 31.03.2025
|
NIL
|
dividend and the corresponding shares, from the IEPF Authority by applying in the prescribed Form No. IEPF-5 after getting Entitlement letter duly signed by the Nodal Officer of the Company. This Form can be downloaded from the website of the IEPF Authority www.iepf.gov.in.
In adherence to the said IEPF Rules, the Company has sent individual reminders to the concerned shareholders on 22nd May, 2025 as well as an advertisement has also been published in The Business Standard (English) and Aajkal (Bengali) newspapers on 23rd May 2025, and they are requested to encash their unclaimed dividends on or before 4th August, 2025. In case the Company/RTA does not receive any claim from such shareholders by 4th August, 2025, the Company shall proceed to transfer such unclaimed dividend/ shares to IEPF as per the IEPF Rules, without any further notice.
Details of such unclaimed dividend and corresponding shares are available on the Company's corporate website at https://www. qoodricke.com/unclaimed-dividends. Attention in particular is drawn that the unclaimed dividend for the financial year 2017-2018 and the corresponding shares will be due for transfer to IEPF on 2nd September, 2025.
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
|
Total Dividend
|
Unclaimed
Dividend
|
Due Date for Transfer to IEPF
|
|
2017-18
|
27.07.2018
|
97200000
|
635422.50
|
02.09.2025
|
|
2018-19
|
26.07.2019
|
86400000
|
490068.00
|
04.09.2026
|
|
2019-20
|
No dividend declared for this financial year
|
|
2020-21
|
15.09.2021
|
58913636.05
|
332708.40
|
21.10.2028
|
|
2021-22
|
27.07.2022
|
57188433.57
|
388119.08
|
02.09.2029
|
|
2022-23
|
No dividend declared for this financial year
|
|
2023-24
|
No dividend declared for this financial year
|
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 energy efficient motors.
3. Installation of New VFBD Dryer with energy efficient motors.
4. Installation of a New Coal Heater with energy efficient motors.
5. Installation of Higher Efficiency Irrigation Pump.
|
|
(ii)
|
The steps taken by the company for utilizing alternate sources of energy
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1. Continue to use of fire wood along with coal.
2. Use of Gas in Trough House in lieu of Coal in Darjeeling Garden.
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(iii)
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The capital investment on energy conservation equipment
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1. Installation of new energy efficient Irrigation Pump.
2. Installation of Energy efficient Motors.
3. Installation of New VFBD Dryer.
4. Installation of new higher efficiency Coal Heater.
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(b) Technology absorption
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(i)
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The efforts made towards absorption
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technology
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1. Usage of low wattages more LED lights.
2. Use of fuel-efficient Tractors & Lorries.
3. Use of efficient pruning machines.
4. Use of battery-operated shears.
5. Usage of efficient Irrigation System
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(ii)
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The benefits derived like product improvement, cost reduction, product development or import substitution
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1. Decrease of power cost.
2. Effective spraying and pruning system.
3. Decrease of carbon emission.
4. Better Irrigation Coverage at a lower cost.
5. Better puckers productivity.
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(iii)
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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;
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
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NA
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(c) Foreign exchange earnings and Outgo
During the year, the foreign exchange outgo was Rs. 1.2 million and the foreign exchange earning was Rs. 1917.15 million.
MATERIAL CHANGES AND COMMITMENTS -SALE OF TEA ESTATES
In line with the Company's strategic objective to improve operational efficiency, reduce debt, and enhance long-term profitability and sustainability, the Board of Directors, at its meeting held on 13th November 2024, granted in-principle approval to explore the potential sale of certain loss-making tea estates.
Pursuant to the above, the Company has executed an Agreement for Sale with M/s. Chulsa Tea Ventures LLP for the transfer of estates, bearer plants, and specified assets pertaining to the Chulsa Tea Estate, for a total consideration of Rs. 18,11,00,000/- (Rupees Eighteen Crore and Eleven Lakhs Only), exclusive of applicable taxes.
Additionally, the Company entered into a NonBinding Memorandum of Understanding (MoU) on 16th April, 2025 with Sombaria Agri Products Private Limited, having its registered office at Kolkata, to initiate due diligence for the proposed sale of the Leesh River Tea Estate, on an "as is, where is" basis. The indicative consideration for the proposed transaction is Rs. 26,50,00,000/-(Rupees Twenty-Six Crore and Fifty Lakhs Only), exclusive of applicable taxes, and is subject to adjustments for the value of current assets and liabilities as on the date of execution of the definitive agreement, post completion of due diligence.
Save as disclosed above, there have been no material changes and commitments affecting the financial position of the Company between the end of the financial year 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.
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