A. Terms / Rights attached to Equity Shares:-
The company has one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity share is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
C. Out of the above Shares
1. With regards to 8,61,918 equity shares (As at 31st March, 2024 : 8,61,918 shares; as at 1st April, 2023 : 8,61,918 shares) held by Late Hemendra Prasad Barooah, proceedings are pending before the Courts.
2. Out of 3,16,200 equity shares (As at 31st March, 2024 : 3,16,200 shares; as at 1st April, 2023 : 3,16,200 shares) shown in the name of Mrs. Sharmila Shetty, proceedings are pending before Courts in respect of 2,21,230 equity shares (As at 31st March, 2024 : 2,21,230 shares; as at 1 st April, 2023 : 2,21,230 shares).
3. With regards to 2,42,430 equity shares (As at 31st March, 2024 : 2,42,430 shares; as at 1st April, 2023 : 2,42,430 shares) held by Mr. Somnath Chatterjee, proceedings are pending before the Courts.
D. There has been no changes in Authorised and Issued & Subscribed Capital during the years covered by these financial statement.
Note 41 - Additional Notes to the Financial Statements 41.1 Retirement Benefit Plan (Gratuity)
In addition to its own defined benefit plan, beginning from F.Y. 2024-25 the Company also participates in the Assam Gratuity Fund Scheme notified by the Government of Assam under The Assam Gratuity Act, 1992 in respect of its plantation workers, whereby it contributes such sums as are determined and demanded by the Assam Tea Employees Provident Fund Organization from year to year.
The following tables set forth the particulars in respect of gratuity benefit plans of the Company for the year ended 31st March, 2025 and corresponding figures for the previous year.
tThe Company over the years on yearly basis has been providing gratuity liability in its accounts as per actuarial valuation. Beginning from F.Y. 2024-25, it has migrated to the Assam Gratuity Fund Scheme notified by the Assam Government under The Assam Gratuity Act, 1992, in respect of certain class of employees covered under the scheme. The liability determined under the said Scheme in respect of those employees is lower than the existing provision in the books of accounts of the Company arrived on the basis of actuarial valuation by an amount of Rs 1,105.34 lakhs. This excess provision has been written back in the books of account and included in ‘Other Income’ in the Statement of Profit and Loss for the year ended 31st March 2025.
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase, attrition and mortality. The sensitivity analysis above have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. There is no change in the method of valuation for the prior period. For change in assumptions refer to Table 7 above.
^Consequent upon the merger of Hacienda Properties Pvt Ltd, Kaziranga Golf Club Pvt Ltd and Heritage North East Pvt Ltd with Barooahs & Associates Pvt Ltd as approved by the Regional Director (NER) vide Order no. F No. 01/233/2024/280 dated 18th September, 2024, transactions with these entities have been clubbed with those entered into with Barooahs & Associates Pvt Ltd. Up to the date of giving effect to the merger in the books of the Company, transactions with the merged entities were as follows: (a) Hacienda Properties Pvt Ltd: Rs. Nil (b) Heritage North East Pvt Ltd: manpower supply service expenses Rs. 23.84 lakhs, rent received Rs.1.50 lakhs, boarding and lodging expenses Rs 16.14 lakhs, black tea sold Rs. 51.25 lakhs and sale of packaged tea Rs. 1.73 lakhs. The net balance of these merged entities as on 31 March, 2024 have also been clubbed with that of Barooahs & Associates Pvt Ltd to make them comparable.
(i) Transactions during the year with persons holding 10% or more Shareholding in the Company:
Rs. Nil (Previous year: Rs. Nil)
(j) Terms and Conditions of transaction with related parties
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions except transactions detailed in items (e)(2); (g)(1)(a); (g)(1)(b); (g)(2)(a); (g)(4)(b) where market rates of services rendered / received are not readily available and necessary approvals were sought u/s 188 of the Companies Act, 2013. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party trade receivables or trade payables except for corporate guarantee given in favour of Punjab National Bank in respect of credit facility availed by subsidiary company. For the year ended 31st March, 2025 the company has not recorded any impairment of receivables relating to amounts owed by related parties (previous year - Rs. Nil). This assessment is undertaken in each financial year after examining the financial position of the related party and the market in which the related party operates.
Fair Value Hierarchy for Financial Instruments
The fair value of financial instruments as mentioned above has been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The categories used are as follows :-
• Level 1 : Quoted prices for identical instruments in an active market;
• Level 2 : Directly or indirectly observable market inputs, other than Level 1 inputs; and
• Level 3 : Inputs which are not based on observable market data.
The fair values of financial assets (other than those measured at fair value through Other Comprehensive Income) and financial liabilities are considered to be equal to the carrying amounts of these items.
There has been no change in the valuation methodology for Level 3 inputs during the year. There were no transfers between Level 1 and Level 2 during the year. The following table presents the fair value hierarchy of financial assets and liabilities measured at fair value on a recurring basis:-
For investments in unquoted equity instruments book value per share, as calculated from the latest available financial statements of such unlisted companies, is considered as fair value of such investments. Discounted Cash Flow technique has not been used since a reliable forecast of cash flow of such companies could not be arrived at.
Fair Value Hierarchy for Biological Assets (Other than Bearer Plants)
The following table presents the fair value hierarchy of Biological Assets (other than Bearer Plants) for which fair value less cost to sell have been disclosed in the financial statements:-
41.7 Risk Management
The Company’s principal financial liabilities comprise of borrowings, trade payables and other financial liabilities. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include loans, trade receivables and cash & bank balances. The Company also holds FVTOCI Investments.
The Company’s activities expose it to a variety of risks, including market risk, credit risk and liquidity risk. The Company focuses on a system-based approach to mitigate all such risks. Its financial risk management process seeks to enable the timely identification, evaluation and effective management of key risk areas facing the business.
a. Market Risk
Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows from a financial instrument will fluctuate because of changes in market interest rates.
The Company’s main interest rate risk arises from short term and long term borrowings with variable interest rate. The exposure of the Company’s financial assets and liabilities as at 31st March 2025 and 31st March 2024 to interest rate risk are as follows: -
Increase / decrease of 50 basis points in interest rates (keeping all other variables constant) as at the balance sheet date would result in an impact (decrease / increase in case of net income) of Rs. 20.91 lakhs and Rs.12.79 lakhs on profit before tax for the year ended 31st March, 2025 and 31st March, 2024 respectively.
b. Credit Risk
Credit risk is the risk of financial loss arising from default / failure by the counterparty to meet financial obligations as per the terms of contract. The Company is exposed to credit risk for trade receivables and loans. None of the financial instruments of the Company result in material concentration of credit risks.
Credit risk on receivables is minimum since sales through different modes (e.g. auction sales, private sales) are made after judging the credit worthiness of the customers or receiving advance payment. The history of defaults has been minimal and outstanding trade receivables are monitored on a regular basis. For credit risk on the loans to various parties, including its subsidiary, the Company does not expect any material risk on account of non-performance by any of the parties.
c. Liquidity Risk
Liquidity risk refers to the risk that the Company may fail to honour its financial obligations in accordance with terms of contract. To mitigate such liquidity risk the Company maintains sufficient balance of cash and cash equivalents together with availability of funds through an adequate amount of committed credit facilities to meet its obligations when due. The table below provides the details regarding the remaining contractual maturities of significant financial liabilities as on the reporting date:-
d. Agricultural Risk
The Company is mainly engaged in the business of cultivation and manufacturing of tea. Cultivation of tea being an agricultural activity, there are certain specific financial risks. These financial risks arise mainly due to adverse weather conditions and logistic problems inherent to remote areas. The Company manages the above financial risks in the following manner:-
• Sufficient inventory levels of agro chemicals, fertilizers and other inputs are maintained so that timely corrective action can be taken in case of adverse weather conditions.
• Slightly higher level of consumable stores viz. packing materials and HSD are maintained in order to mitigate financial risk arising from logistic problems.
• Sufficient working capital facility is obtained from banks in such a way that cultivation, manufacture and sale of made tea is not adversely affected even in times of adverse conditions.
41.8 Capital Management
For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other equity reserves. The primary objective of the Company is to maximise shareholders’ value.
The Company manages its capital structure and makes adjustments in the light of the changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
In order to achieve the overall objective as elicited above, the Company’s capital management among other things, aims to ensure that it meets the financial covenants attached to interest bearing loans and borrowings that define the capital structure requirements. There have been no breaches in the financial covenants of any interest bearing loans and borrowings in the reported periods.
No changes were made in the objectives, policies or processes for managing capital during the year ended 31st March, 2025 and 31st March, 2024.
41.10 Operating Segments
The Company has only one business segment; that of manufacturing and selling of black tea. Segment information has been provided in the consolidated financial statements which are presented in the same financial report in accordance with Ind AS 108, Operating Segments.
41.11 Details of Replanting & Replacement
During the year ended 31st March, 2025 Rs.159.62 lakhs has been incurred on account of Replanting & Replacement of tea bushes (during the year ended 31st March, 2024 Rs.134.12 lakhs) out of which Rs. 5.57 lakhs has been charged off to the Statement of Profit and Loss as expense (during the year ended 31st March, 2024 Rs. 3.70 lakhs).
41.12 Loans, Advances, Trade & Other Receivables
No loans, advances, trade or other receivables were due from directors or other officers of the company either severally or jointly with any other person, except as has been disclosed. Nor were any loans, advances, trade or other receivables due from firms or private companies respectively in which any director is a partner, a director or a member, except as has been disclosed.
41.17. Events occurring after the Balance Sheet date
Refer Note 40 for the final dividend, if any, recommended by the Board of Directors of the Company which is subject to approval of the shareholders in the ensuing Annual General Meeting.
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