Rydak Syndicate Limited Unlisted Shares Annual Reports

Rydak Syndicate Limited Unlisted Shares

Rydak Syndicate Limited - 126th Annual Report Summary (Year Ended 31st March, 2024) **Corporate Information:** The report identifies the Board of Directors including Mr. Rajvinder Singh (Managing Director), Mr. Subir Das, Ms. Suparna Charkrabortti, Mr. Prabir Kumar Bhattacharjee, Mr. Ravindra Suchanti (appointed w.e.f 27.05.2024) and Ms. Sruti Baid (appointed w.e.f 25.06.2024) as Non-Executive Independent Directors. Key Managerial Personnel are Mr. Aditya Gupta (Chief Financial Officer) and Mr. Pankaj Mahadeo Singh (Company Secretary, appointed w.e.f 18.06.2024), Ms. Nishita Dutta Chadda (Company Secretary, Resigned w.e.f 08.02.2024). The registered office is located in Kolkata. R Kothari & Co. LLP are the statutory auditors, and Niche Technologies Pvt. Ltd. is the Registrar and Share Transfer Agent. **Notice to Shareholders:** The 126th Annual General Meeting (AGM) will be held on August 21st, 2024, via video conferencing. The ordinary business includes the adoption of financial statements for the year ended 31st March 2024, and the declaration of a dividend of Re. 1 per equity share. Special resolutions include the appointment of Mr. Ravindra Suchanti and Ms. Sruti Baid as Independent Directors, each for a 5-year term, effective from their respective appointment dates. Instructions are provided for accessing and participating in the AGM via VC/OAVM, including the helpline number (033) 2230-4351. Members can participate on a first-come, first-served basis, with participation limited to 15 minutes after the scheduled AGM time (except for members holding 2% or more). CDSL will provide remote e-voting. The voting period is from August 18th to August 20th, 2024. Corporate members need to provide certified true copies of board resolutions authorizing representatives. The register of Directors & Key Managerial Personnel will be available for inspection in electronic mode by sending an email to compliances@rydaksyndicate.com. The Register of Members and Share Transfer Books will be closed from August 15th to August 21st, 2024. Members are requested to submit their bank details to the Registrar for dividend payments. Nomination facilities are available. Notice of the AGM and the Annual Report are sent by email only. Members holding shares in physical form, are requested to intimate changes in their address to Niche Technologies Pvt. Ltd. Details of unclaimed dividend amounts are available on the company website. Unclaimed shares will be transferred to the IEPF Authority after seven consecutive years of unpaid dividends. PAN submission is mandatory. Members are requested to dematerialize their shareholding and use NECS for receiving dividends. **Directors' Report:** The directors present the 126th Annual Report for the financial year ended 31st March 2024. Rydak Syndicate Limited is a company manufacturing black tea with registered offices in Kolkata. It has six tea estates located in Assam and Dooars region of West Bengal. The company's financial performance for the year ended March 31, 2024, includes a profit before tax of Rs. 57,460,444 (both standalone and consolidated), tax expenses of Rs. 8,383,963 (both standalone and consolidated), resulting in a profit after tax of Rs. 49,076,481 (both standalone and consolidated). The balance available for appropriation is Rs. 167,739,971 (both standalone and consolidated). A dividend of Re. 1 per share is recommended. There is no transfer to general reserve. Unclaimed dividends from the AGM held on 27th July, 2017, will be transferred to the Investor Education and Protection Fund. Business operations during the year were reviewed, noting that the company produced a saleable crop of 49.98 Lakh kgs compared to 51.26 Lakh kgs in the previous year, while net sales were INR 139.79 Crores compared to INR 138.00 Crores in the previous financial year. The paid-up Equity Share Capital stood at Rs. 9,731,280 as of March 31st, 2024. No shares with differential voting rights were issued, nor were any stock options or sweat equity granted. All independent directors have given declarations meeting the criteria for independence under Section 149(6) of the Companies Act, 2013. Key Managerial Personnel included Mr. Rajvinder Singh, and Mr. Aditya Gupta. Mrs. Nishita Dutta Chadda ceased to be the Company Secretary effective 08.02.2024. Five Board meetings were held during the year. The Audit Committee consists of Mr. Subir Das, Ms. Suparna Chakrabortti, and Mr. Rajvinder Singh; Mrs. Nishita Dutta Chadda acted as secretary until 8th February 2024. A whistle blower policy is in place. The Nomination and Remuneration Committee consists of Mr. Subir Das, Ms. Suparna Chakrabortti and Mr. Prabir Kumar Bhattacharjee; Mrs. Nishita Dutta Chadda, Company Secretary, was acting as the Secretary of the Nomination and Remuneration Committee Committee till 8th February, 2024. Performance evaluation was duly completed for the Independent Directors. The Directors' Responsibility Statement confirms adherence to accounting standards and proper internal financial controls. M/s R Kothari & Co. LLP were appointed as the Statutory Auditor. M/s Anjan Kumar Roy & Co. was appointed as the Secretarial Auditor. The company has an Internal Audit Department. The company has adequate internal financial controls with reference to financial statements commensurate with the size, scale and complexities of the operations the Company. Systems are in place to ensure all transactions are executed in accordance with management's general and specific authorization. The company has a Risk Management Policy to mitigate risks like weather dependence, world crop dynamics, and government policies. No fraud was reported by the Auditors of the Company to the Audit Committee or the Board of Directors during the year under review. The company is conscious of the importance of environmentally clean and safe operations. As of March 31st, 2024, the company has only one associate i.e., Sangam Investments Limited. For CSR, the company spent Rs. 14,24,858.00, and transferred Rs 20,10,000 to unspent CSR account. No loans, guarantees, or investments were made under Section 186 of the Companies Act, 2013. All related party transactions are at arm's length. Details of energy conservation, technology absorption, and foreign exchange are provided. **Annexures:** * Annexure A details compliance and secretarial standards. It also mentions approval of a draft scheme for amalgamation of Dhelakhat Tea Company Limited with Rydak Syndicate Limited and details the current facility of Rs. 22,23,18,000 from Kotak Mahindra Bank. * Annexure B outlines CSR activities. An amount of 3,164,324.00 on CSR related activities was due to be spent, with only Rs. 1,424,858.00 actually spent with the remainder transfered into an Unspent CSR Account. * Annexure C details conservation of energy, technology absorption, and foreign exchange. * Annexure D pertains to the remuneration of employees. * Annexure E is a listing of top ten employees in terms of remuneration. * Annexure F covers market and production analysis. **Independent Auditor's Report:** The Independent Auditor's Report by R. Kothari & Co LLP provides an unqualified opinion on the Ind-AS Standalone and Consolidated financial statements of Rydak Syndicate Limited. The report highlights key audit matters including estimation of useful life of bearer plants, valuation of biological assets and agriculture produce, and the valuation and impairment of investment in associate and other than associate. The report also covers responsibilities of management and auditors and a discussion on internal financial controls.

Rydak Syndicate Limited Unlisted Shares

Rydak Syndicate Limited 125th Annual Report Summary: **Corporate Overview:** Rydak Syndicate Limited, established in 1898, is a company focused on the manufacturing of black tea, operating six tea estates in Assam and the Dooars region of West Bengal. The company also commercially operates a Tea Tourism operation in Dooars Region called Baradighi. The registered office is in Kolkata. **Annual General Meeting (AGM):** The 125th AGM will be held on Thursday, September 28th, 2023, at 10:00 A.M. via Video Conferencing/Other Audio Visual Means. Business to be conducted includes: * Adoption of audited financial statements for the year ended March 31, 2023. * Declaration of dividend of Re. 1/- per equity share for the financial year ended March 31st, 2023. * Ratification of remuneration of Cost Auditors for Financial Years 2022-2023 and 2023-2024 which is Rs. 40,000/- p.a. each (excluding applicable taxes) for the financial years ending 2022-2023 and 2023-2024 payable to Mr. Rana Ghosh, Cost Accountant. The board has authorized the Board of Directors of the Company to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution. **Key Notice Details:** * The notice and annual report, including financial statements for the year 2023, are being sent only by email to registered members. * Physical attendance at the AGM is dispensed with; attendance will be counted for quorum purposes via VC/OAVM. Members can participate on a first-come, first-served basis, with some exceptions. * CDSL will provide remote e-voting facilities and participation in the AGM through VC/OAVM. * Register of Directors, Key Managerial Personnel (KMP), and contracts are available for inspection in electronic mode via email request. * The Register of Members and Share Transfer Books will be closed from September 22nd, 2023, to September 28th, 2023, inclusive. * Members are requested to submit bank details for dividend payments and to update email addresses with the Company/Depository Participants. Members holding shares in physical mode are requested to intimate changes in their addresses to Niche Technologies Pvt. Ltd. Members holding Shares in electronic mode are requested to send the intimation for change of address to their respective Depository Participants. * Unclaimed dividends should be claimed by corresponding with the Share Department or the Company Secretary. * Unclaimed shares will be transferred to the IEPF Authority, and members can claim them from the IEPF Authority after transfer. **Financial Performance (Standalone):** * Profit before tax: ₹10,89,27,033 in 2022-2023 compared to ₹24,88,61,802 in 2021-2022. * Profit after tax: ₹11,44,50,525 compared to ₹22,99,12,801 in the previous year. * Dividend recommended: ₹1 per share. * Earnings per share: ₹117.61 compared to ₹236.26. * Net sales: ₹137.09 crores in 2022-23 versus ₹143.47 crores in 2021-22. * The company sold 51.15 lakh kgs of tea in 2022-23 out of 55.18 lakh Kgs of production having price realization of Rs. 261.06 per kg compared to 55.31 lakh kgs of tea out of 56.60 lakh Kgs of production having price realization of Rs. 259.07 per kg in the year 2021-22. **Key Personnel & Governance:** * **Board of Directors:** Rajvinder Singh (Managing Director), Subir Das (Non-Executive Independent Director), Suparna Charkrabortti (Non-Executive Independent Director), and Prabir Kumar Bhattacharjee (Non-Executive Independent Director). Dr. Gyan Dutt Gautama (Independent Director) unfortunately expired on 11th November 2022. * **Key Managerial Personnel (KMP):** Nishita Dutta Chadda (Company Secretary) and Aditya Gupta (Chief Financial Officer). * **Audit Committee:** Consisting of Mr. Subir Das, Ms. Suparna Chakrabortti and Mr. Rajvinder Singh, all of whom attended all 5 meetings. **Material Changes & Commitments:** * The company has filed an application with the National Company Law Tribunal (NCLT), Kolkata, for the proposed Scheme of Amalgamation of Dhelakhat Tea Company Limited with Rydak Syndicate Limited. * Company whistle blower policy is uploaded on the company's website. **Directors’ Responsibility Statement:** The directors state that applicable accounting standards were followed, accounting policies were consistently applied, and proper care was taken to maintain adequate accounting records. They confirmed the annual accounts were prepared on a going concern basis and that internal financial controls are adequate and operating effectively. **Auditors:** * R Kothari & Co LLP were appointed as Statutory Auditors of the Company. * M/s Anjan Kumar Roy & Co., Practicing Company Secretary has been appointed as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure-A and forms an integral part of the report. **CSR Activities:** * For the year 2022-2023, the CSR expenditure was ₹26,85,478. ₹1,28,416.51 will be transferred to the Prime Minister’s National Relief Fund within the prescribed due date. * CSR activities focused on promoting healthcare, sanitation, child education and employment. * These activities were implemented through GL MEHTA FOUNDATION. **Business Operations & Future Prospects:** * The company carries on the business of growing and manufacturing tea * The company is having six estates: Rydak, Baradighi, Kartick, Duklingia, Kopati and Serispore * The estates sold 51.15 lakh kgs of tea in 2022-23 out of 55.18 lakh Kgs of production having price realization of Rs. 261.06 per kg as compared to 55.31 lakh kgs of tea out of 56.60 lakh Kgs of production having price realization of Rs. 259.07 per kg in the year 2021-22 * The Company is in the process of organizing and expanding Agency Division in line with the market requirements. * In order to contain hostile weather conditions the company are proposing to install 4 new irrigation units in Dooars covering approximately 300 hects between 3 estates of Dooars. * the company we are expecting a wage increase in Assam which will be in-line with Dooars with the increase in the labor wages the cost of production would go up by Rs 10/- per kg. However efforts are being made to increase the crop by adopting Bio-organic means of cultivation and also to reduce our dependence on in organic chemicals & fertilizers. **Other Key Points:** * The company complies with applicable secretarial standards issued by the Institute of Company Secretaries of India. * The board expressed their appreciation for the support and cooperation of investors, government departments, banks, financial institutions, regulatory authorities, customers, suppliers and employees. * The net sales in the year 2022-23 were Rs. 137.09 crores as compared to Rs. 143.47 crores during the same period in the year 2021-22. * There are no employees who are in receipt of remuneration in excess of the limit specified under Section 134(3)(q) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. A statement comprising the names of top ten employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-F and forms an integral part of this Report. The Company's Remuneration Policy prepared in accordance with Section 178 of the Act, and is available on the website of the Company at www.rydaksyndicate.com. * During the financial year 2022-2023 an amount of Rs. 1,28,416.51 remained unspent however the same amount will be transferred to a Scheduled Fund i.e. the Prime Minister's National Relief Fund as per the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 within the prescribed due date.

Rydak Syndicate Limited Unlisted Shares

The 124th Annual Report of Rydak Syndicate Limited, for the year ended March 31, 2022, discusses the company's financial performance, business operations, and future prospects. The company is in the business of growing and manufacturing black tea, with six tea estates located in Assam and Dooars region of West Bengal. **Corporate Information:** * **Board of Directors:** Consists of Mr. Rajvinder Singh (Managing Director), Mr. Subir Das, Ms. Suparna Charkrabortti, Dr. Gyan Dutt Gautama, and Mr. Prabir Kumar Bhattacharjee (all Non-Executive Independent Directors). * **Key Managerial Personnel:** Ms. Nishita Dutta Chadda (Company Secretary) and Mr. Aditya Gupta (Chief Financial Officer). * **Registered Office:** 4, Dr. Rajendra Prasad Sarani, Kolkata - 700 001. **Notice to Shareholders:** The 124th Annual General Meeting (AGM) will be held on August 11, 2022, via video conferencing to transact the following: * Adoption of Audited Financial Statements for the year ended March 31, 2022, and the reports of the Board of Directors and Auditors. * Declaration of a dividend of Rs. 1.50/- per equity share for the financial year ended March 31, 2022. * Appointment of R Kothari & Co. LLP as the Statutory Auditor of the Company for 5 years, replacing M. C. Das & Co. * Revision in the terms of remuneration of Mr. Rajvinder Singh as the Managing Director, effective from April 1, 2021. His new terms include a basic salary of Rs. 90,000/- per month with an increment of Rs. 10,000/- every year, along with various allowances and perquisites. * Ratification of the remuneration of Mr. Rana Ghosh, Cost Accountant, as Cost Auditors for the financial year ending 2021-2022 (Rs. 35,000 p.a.). * The notice also provides instructions for shareholders to access and participate in the AGM through video conferencing, including remote e-voting procedures managed by Central Depository Services (India) Limited ("CDSL"). * The book closure will be from August 5, 2022, to August 11, 2022. **Directors' Report:** The directors present the 124th Annual Report along with audited financial statements for the year ended 31st March 2022. * **Financial Results:** The consolidated profit before tax was Rs 24,88,61,800 compared to Rs 15,03,61,429 in the previous year. The company proposes a transfer of Rs. 40,00,00,000 to the General Reserve. * **Dividend:** Recommends a dividend of INR 1.50 per share. * **Unclaimed Dividend:** Reminds members to lodge claims for the dividend declared at the AGM held on July 30th, 2015, for the year ended 31st March, 2015. * **Business Operations:** Company's six estates produced a saleable crop of 55.35 Lakh kgs compared to 51.26 Lakh kgs in the previous year. * **Net Sales:** The net sales for the year were INR 143.47 Crores compared to INR 128.31 Crores in the previous year. * **Share Capital:** The paid up Equity Share Capital as on 31st March, 2022 was 9,731,280/-. * **Directors:** The board lists its directors and declares that independent directors meet the criteria for independence as per the Companies Act, 2013. * **Key Managerial Personnel:** Mr. Rajvinder Singh, Mr. Aditya Gupta, and Mrs. Nishita Dutta Chadda. * **Board Meetings:** 5 Board Meetings were held during the year. * **Audit Committee:** The Audit Committee is composed of Ms. Suparna Chakrabortti, Mr. Subir Das, Dr. Gyan Dutt Gautama, and Mr. Rajvinder Singh. The Company also has a Whistle Blower Policy on its website. * **Nomination and Remuneration Committee:** The NRC is composed of Ms. Suparna Chakrabortti, Mr. Subir Das, and Dr. Gyan Dutt Gautama. * **Performance Evaluation:** The performance evaluation of the Independent Directors was duly completed, expressing the Board of Directors satisfaction with the evaluation process. * **Internal Financial Control and Risk Management:** The company has adequate internal financial controls and a Risk Management Policy. * **Corporate Social Responsibility:** The Company has a CSR policy and will contribute to initiatives such as education, healthcare, and environmental sustainability. As per the provision of sub section (9) of the aforesaid act the requirement for constitution of Corporate Social Responsibility Committee is not applicable. * **Subsidiary:** The Company has Sangam Investments Limited as an associate. The details of the performance of Sangam Investments Limited during the financial year 2021-22 are listed. * **Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:** Details about conservation of energy, technology absorption and foreign exchange earnings and outgo in terms of Section 134(3)(m) of the Companies Act, 2013 and read with Rule 8(3) of the Companies (Accounts) Rules, 2014. * **The Directors acknowledge the support and cooperation extended by investors, government departments, banks, and employees.** **Financial Statements and Auditor's Report:** * Independent Auditors' Report expresses an unmodified opinion on the standalone and consolidated financial statements. * Key Audit Matters: Include estimation of useful life of Bearer Plants, Valuation of Biological Assets and agriculture produce, Investment in Associate and other than Associate and Contingent Liabilities. * Auditor reports no qualifications, reservations, adverse remarks, or disclaimers. **Management Discussion and Analysis Report:** * The report provides an overview of the tea industry structure, development, and the company's operations and performance. * The company is looking to achieve 23.00 quintals averaging in the next 5 years provided they continue their aggressive replanting programme. * There are concerns about increasing input costs, weather conditions, and the potential impact on profitability and cash flow. In summary, the annual report presents a positive outlook for Rydak Syndicate Limited, highlighting strong financial performance, efficient business operations, and a commitment to sustainable practices. It also addresses potential challenges and provides information for shareholders to participate in the AGM.

Rydak Syndicate Limited Unlisted Shares

Rydak Syndicate Limited 123rd Annual Report Summary (Year Ended March 31, 2021) **Corporate Overview:** Rydak Syndicate Limited, a company manufacturing black tea, has its registered office in Kolkata and operates six tea estates located in Assam and Dooar's region of West Bengal. During the reported financial year, the company also initiated commercial Tea Tourism operations from January 1, 2021, under the banner of "Baradighi - The Bungalow" by converting a heritage bungalow into a commercial property. **Key Personnel:** * **Board of Directors:** * Rajvinder Singh (Managing Director) * Subir Das (Non-Executive Independent Director) * Suparna Charkrabortti (Non-Executive Independent Director) * Gyan Dutt Gautama (Non-Executive Independent Director) * Prabir Kumar Bhattacharjee (Non-Executive Independent Director) * **Key Managerial Personnel:** * Nishita Dutta Chadda (Company Secretary) **123rd Annual General Meeting (AGM):** The 123rd AGM was held on August 26, 2021, via video conferencing. Key agenda items included: * Adoption of audited financial statements for the year ended March 31, 2021. * Declaration of a final dividend of Rs. 1 per equity share. * Re-appointment of Mr. Subir Das as an Independent Director for a second term of five years (2021-2026). * Appointment of Mr. Prabir Kumar Bhattacharjee as a Non-Executive Independent Director for a term of five consecutive years, effective March 5, 2021. * Ratification of the remuneration of Cost Auditors (Mr. Rana Ghosh) for the financial year 2020-2021 at Rs. 35,000 plus expenses. * Appointment of Mr. Rajvinder Singh as the Managing Director of the Company for a period of five years, effective February 10, 2021, with specified remuneration and perquisites. **Financial Performance (Standalone and Consolidated):** The company experienced growth in the financial year. | Particulars | 2020-2021 (Standalone) | 2019-2020 (Standalone) | | --------------------------------------------- | ---------------------- | ---------------------- | | Total income | Rs. 12,938.80 Lakhs | Rs. 10,427.29 Lakhs | | Profit Before Interest, Depreciation & Tax | Rs. 2,361.34 Lakhs | Rs. 920.89 Lakhs | | Profit Before Tax | Rs. 1,503.61 Lakhs | Rs. 154.05 Lakhs | | Profit After Tax | Rs. 1,460.67 Lakhs | Rs. 116.22 Lakhs | | Total Comprehensive Income | Rs. 1,292.28 Lakhs | Rs. 95.26 Lakhs | **Dividend:** A dividend of INR 1.00 per share was recommended, totaling INR 9,73,218. **Business Operations and Future Prospects:** The company primarily focuses on growing and manufacturing tea. Saleable crop production increased from 50.53 Lakh kgs to 51.26 Lakh kgs. The net sales also increased from INR 102.70 Crores to INR 128.31 Crores. **Share Capital:** Equity Share Capital was INR 9,731,280. No shares with differential voting rights or stock options were issued. **Directors' Responsibilities and Declarations:** The board confirmed that all independent directors meet the criteria of independence under Section 149(6) of the Companies Act, 2013. They also affirmed having proper internal financial controls and compliance systems. **Board Meetings and Committees:** Five board meetings were held during the year. The Directors' attendance record is specified. Suparna Chakrabortti chairs the Audit Committee, consisting of Subir Das, Gyan Dutt Gautama, and Rajvinder Singh. The Nomination and Remuneration Committee ('NRC') of the Board consists of Ms. Suparna Chakrabortti, Mr. Subir Das and Dr. Gyan Dutt Gautama,. **Risk Management:** Identified risks include weather dependency, market fluctuations, and labor costs. Measures to mitigate these risks include irrigation improvements, water conservation, and plant protection. **Subsidiary/Joint Ventures/Associates:** Sangam Investments Limited is the only associate. **Auditors:** M/s. M.C. Das & Co., Chartered Accountants (FRN:301110E) serves as Statutory Auditors. M/s Anjan Kumar Roy & Co., Practicing Company Secretary serves as the Secretarial Auditor. The Company has set up an Internal Audit Department headed by the Chief Internal Auditor during the year **Internal Financial Control and Risk Management:** The company has adequate internal controls, and a Risk Management Policy is in place. **Corporate Social Responsibility (CSR):** The Company has to form a Corporate Social Responsibility committee, as per the provisions of Section 135 of the Companies Act, 2013, during the current financial year. **Other Key Points:** * Transfer of Unclaimed Dividend: Unclaimed dividend will be transferred to the Investor Education and Protection Fund (IEPF). Members were urged to submit their bank details for dividend payments. * E-Voting: E-voting was enabled for members, with detailed procedures provided. * PAN Submission: PAN submission is mandatory for all participants in the securities market. * Results Declaration: Results will be declared after the AGM and communicated to the Calcutta Stock Exchange Ltd. This summary covers the key highlights and critical financial data from the Rydak Syndicate Limited Annual Report 2020-21. For comprehensive details, refer to the complete report.