Annual Report: 2024
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:
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.
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