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Asian Tea & Exports Ltd.

BSE: 519532 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE822B01017
BSE LIVE 10:02 | 05 Dec 12.61 0.10
(0.80%)
OPEN

12.55

HIGH

12.61

LOW

12.55

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 12.55
PREVIOUS CLOSE 12.51
VOLUME 1010
52-Week high 18.25
52-Week low 10.50
P/E 630.50
Mkt Cap.(Rs cr) 12.61
Buy Price 12.60
Buy Qty 1000.00
Sell Price 13.45
Sell Qty 10.00
OPEN 12.55
CLOSE 12.51
VOLUME 1010
52-Week high 18.25
52-Week low 10.50
P/E 630.50
Mkt Cap.(Rs cr) 12.61
Buy Price 12.60
Buy Qty 1000.00
Sell Price 13.45
Sell Qty 10.00

Asian Tea & Exports Ltd. (ASIANTEAEXP) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the Thirtieth Annual Report and the auditedaccounts for the year ended 31st March 2016.

(Rs in Lacs)

FINANCIAL RESULTS For the year ended 2015-16 For the year ended 2014-15
Sales and Other Income 3064.30 3067.32
Profit before Taxation 21.36 52.82
Provision for Taxation
Current 4.60 17.05
Deferred 0.06 (3.98)
Profit after Taxation 16.70 39.59
Expenses/(Income) pertaining to:
Previous year (net) - -
Net Profit 16.70 39.59
Balance brought forward from Previous Year 833.19 799.38
Balance to be carried to next year 849.89 833.19

REVIEW OF OPERATIONS

During the year under review the company has recorded a turnover of Rs 2940.74 Lacs ascompared to Rs 3011.83 Lacs in the Previous Year. The Company has recorded a net profit tothe tune of Rs 16.70 lacs as compared to Rs 39.59 lacs in the previous year.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the period under review the company has not carried out any manufacturingactivities hence the disclosures required under the provisions of Section 134 (3) (m) ofthe Companies Act 2013 read with the Companies (Accounts) Rules 2014 with regard toenergy and technology absorption are not applicable to the company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Sl. Particulars 2015-16 2014-15
1 Activities relating to export taken to increase exports Procured orders from new buyers Procured orders from new buyers
2 Total Foreign Exchange Earnings (' In Lac) 354.04 227.71
3 Used (Rs in Lacs) 121.72 127.51

Note : Total Foreign exchange earnings during the year were of USD 0.54 Millions.

CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act 2013 regarding Corporate SocialResponsibility are not attracted to the company yet the Company has been over the yearspursuing as part of its corporate philosophy an unwritten CSR policy voluntarily whichgoes much beyond mere philanthropic gestures and integrates interest welfare andaspirations of the community with those of the Company itself in an environment ofpartnership for inclusive development.

BUSINESS RISK MANAGEMENT

The company has been following the principle of risk minimization since very long thusrequired modification has been done as per Companies Act 2013.

Therefore in accordance with SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board members were informed about risk assessment and minimizationprocedures after which the Board formally adopted steps for developing implementing andmonitoring the risk management policy for the company.

The policy consists of identification of risk elements which may threaten the companysuch as Business risk financial risk fidelity risk legal risk and many more and thusestablishes a pro-active approach in structuring Risk Management policy so as to guidedecision on risk related issues.

INTERNAL CONTROL AND THEIR ADEQUACY

The Internal control of the company lies with the Senior Management & Internalauditor who checks and verifies the internal control and monitors them in accordance withpolicy adopted by the company. The Company is following all the applicable AccountingStandards for properly maintaining the books of accounts and reporting financialstatements.

WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015includes an Ethics & Compliance Task Force comprising senior executives of theCompany. In order to ensure that the activities of the Company and its employees areconducted in a fair and transparent manner by adoption of highest standards ofprofessionalism honesty integrity and ethical behavior of the company has adopted avigil mechanism policy. This policy can be accessed on the Company's Website at the link:http://www.asianteaexports.com/whistle-blower-policy.pdf.

DIRECTORS & COMMITTEES

At the 29th Annual General Meeting of the company held on 28th August 2015 the companyhad appointed Shri Manash Kumar Banerjee (DIN 07168868) as independent director under thecompanies Act 2013 for 5 consecutive years for a term upto 31st March 2020.

The said independent director had given a declaration that he meets the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Regulation16(1)(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

At a board meeting held on 27.04.2015 the board had appointed Shri Manash KumarBanerjee (DIN: 07168868) as an Additional Director in the category of IndependentDirector.

Pursuant to provisions of the Companies Act 2013 and the Articles of Association ofthe Company Smt. rama Garg Director of the Company retires by rotation and beingeligible offers herself for re-appointment at the ensuing Annual General Meeting.

BOARD EVALUATION

Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out annual performanceevaluation of its own performance the directors individually as well the evaluation ofthe working of its Audit Nomination & Remuneration and Stakeholder Committee. Themanner in which the evaluation has been carried out has been explained in CorporateGovernance Report.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

During the year six Board Meetings and three meeting of independent directors' wereheld. The details of which are given in Corporate Governance Report. The Provisions ofCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 were adhered to while considering the time gap between meetings.

AUDIT COMMITTEE

The company is having an audit committee comprising of the following directors:

Name Status Category
Shri C. S. Surana Chairman Non-Executive & Independent Director
Shri Sunil Garg Member Executive Director
Shri Sushil Kr. Nevatia Member Non-Executive & Independent Director
NOMINATION AND REMUNERATION COMMITTEE
Name Status Category
Shri C. S. Surana Chairman Non-Executive & Independent Director
Shri Manash Kumar Banerjee Member Non-Executive & Independent Director
Shri Sushil Kr. Nevatia Member Non-Executive & Independent Director
STAKEHOLDERS RELATIONSHIP COMMITTEE
Name Status Category
Shri Sushil Kr. Nevatia Chairman Non-Executive & Independent Director
Shri Sunil Garg Member Executive Director
Shri Hariram Garg Member Executive Director
SHARE TRANSFER & INVESTOR GRIEVANCE COMMITTEE
Name Status Category
Shri Sushil Kr. Nevatia Chairman Non-Executive & Independent Director
Shri Sunil Garg Member Executive Director
Shri Hariram Garg Member Executive Director

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 134(1) (c) of the Companies Act 2013 your Directors confirmthat:

1. In preparation of the Annual Accounts for the year ended 31st March 2016 theapplicable Accounting Standards have been followed and that there are no materialdepartures.

2. The Directors have in the selection of Accounting Policies consulted the statutoryAuditor and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as on 31st March 2016 and of the Profit and Loss for the financial year ended 31stMarch 2016.

3. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for detecting fraud and irregularities.

4. The Directors have prepared the Annual Accounts on Going Concern basis.

5. Proper Internal financial controls were in place and that the financial controlswere adequate and were operating effectively.

6. Systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All material related party transactions that were entered into during the financialyear were on an arm's length and were in the ordinary course of business. All RelatedParty Transactions are placed before the Audit Committee as also the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. None of the Directors has any pecuniary relationships or transactionsvis-a-vis the Company.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITIES

Particulars of loans investments guarantees & securities are provided in thestandalone financial statements (Please refer to Note 10 12 13 & 17).

AUDITORS

Statutory Auditors

M/S Agarwal Kejriwal & Co (Firm Registration No. 31612E) Chartered Accountantshave been appointed as statutory auditors of the Company at the 28th Annual GeneralMeeting held on 29/08/2014 to hold office from the conclusion of 28th Annual GeneralMeeting until the conclusion of the Thirty First (31st) Annual General Meeting subject toratification by members at every consequent Annual General Meeting. Thereforeratification of appointment of Statutory Auditors is being sought from the members of theCompany at the ensuing AGM. There are no adverse remarks or qualifications in theirreports.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Anjan Kumar Roy & Co. (CP No.: 4557 FCS 5684) Company Secretaries toundertake the secretarial audit of the company. The Secretarial Audit Report is annexedherewith.

Internal Auditors

M/s Dava and Associates Chartered Accountants performs the duties of internal auditorsof the company and their report is reviewed by the audit committee & Board ofDirectors from time to time.

CORPORATE GOVERNANCE

In terms of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 reports on Corporate Governance together with the Auditors Certificateregarding the compliance of conditions of corporate governance are annexed.

PARTICULARS OF EMPLOYEE

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:

The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of

Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are:

a) Employed throughout the year Nil
b) Employed for part of the year Nil

Details Pertaining to Remuneration as required U/S 197(12) of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:

Sl. No Name of the Director/ KMP Remuneration of Director/KMP for FY 2015-16 (Rs in Lacs) % increase in Remuneration in FY 2015-16 Ratio of remuneration of each director/ to the median remuneration of employees Comparison of the remuneration of the KMP against the performance of the company
1 Sri Hariram Garg Managing Director 15.00 - 8.33

Profit after tax decreased by 57.83 % in FY 2015-16.

2 Sri Rajesh Garg Chief Financial Officer 1.92 - 1.07
3 Sri Anand Kumar Jha Company Secretary 6.25 - 3.47

(i) The median remuneration of employees of the company during the financial year wasRs 1.80 Lacs.

(ii) There were 7 employees on the rolls of the company as on 31.03.2016.

The remuneration paid to all Key Managerial personnel was in accordance withremuneration policy adopted by the company.

STOCK EXCHANGE

The Company's securities are listed at The Calcutta Stock Exchange Limited and BSE Ltd.Annual listing fees for the FY 2016-17 has been paid to them.

APPRECIATION

Your Directors place on record their deep appreciation for the continued assistancesupport and co-operation extended to the Company by the Banks Government departmentsother agencies and employees at all levels.

Your Directors thank you our esteemed shareholders for your continued support.

For and on behalf of the Board
Place : Kolkata Sunil Garg
Date : 27th May 16 Chairman

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