Rydak Syndicate Limited Unlisted Shares

Annual Report Summary

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.