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Bansisons Tea Industries Ltd.

BSE: 519353 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE856E01019
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Bansisons Tea Industries Ltd. (BANSISONSTEA) - Director Report

Company director report

TO THE MEMBERS OF BANSISONS TEA INDUSTRIES LIMITED

Dear Shareholders

Yours Directors present herewith your Company's Twenty Eight Annual Report togetherwith the Audited Accounts for the year ended 31 st March 2015.

Financial Result

(Rupees in Lakhs)

Particulars As at 31st March 2015 As at 31st March 2014
• Net Sales / Income from operations 146.65 126.67
• Other Income Interest (Net) 112.65 0.00
• Total Expenditure 146.46 121.35
• Gross Profit/(loss) after interest but before Depreciation & Taxation 112.85 5.31
• Depreciation 5.85 1.77
• Profit/(loss) for the year after Depreciation 106.99 3.55
• Profit/(loss) before Tax 106.99 3.55
• Provision for Taxation 0.00 0.00
• Current year Taxation 0.71 0.00
• Profit/(loss) after Tax 106.28 3.55
• Paid-up Equity Share Capital 619.75 619.75
• Reserves excluding Revaluation 0.00 0.00

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to clause 49 of the Listing Agreement a Management Analysis Report is givenbelow:

PROGRESS & FUTURE OUTLOOK

During the Financial Year 2014-2015 the company has accelerated its activities. TheDirectors are confident of improving the company's business during the Financial Year2015-2016 under the improved economic scenario of the Country and expects the same tocontribute favorably to the bottom line.

DIVIDEND

Considering the operational needs of the company your Directors have decided tostrengthen the intrinsic financial position of the Company. Hence no Dividend has beenrecommended for the year under review.

NUMBER OF MEETINGS OF THE BOARD

There were 7(Seven) Board Meetings held during the FY 2014-15. The dates on which themeetings were held i.e. 29-04-2014 29-05-2014 14-08-2014 14-09-2014 30-09-2014 14-11-2014 & 12-02-2015

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuantto the Provisions oftheSection 152(6) (d) of the Companies Act 2013 SriSandeep Agarwal Sri Lalit Kumar Behani and Mamy Ghosh retires by rotation and beingeligible offers himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors wish to inform members that the Audited Accounts containing FinancialStatements for the year ended 31 st March 2015 reflect true & fair view the form andsubstance of transactions carried out during the year and reasonably present the Company'sfinancial condition and results of operation.

Your Directors further confirm that:

In the preparation of the Annual Accounts:

1. the applicable accounting standards have been followed along with proper explanationrelating to material departures.

2. the directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit or loss of the company for the year.

3. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.

4. the directors have prepared the annual accounts on a going concern basis.

5. the directors has laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

6. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate & operating effectively.

SUBSIDIARY COMPANY

The Company has no subsidiaries within the meaning of Section 2(87)oftheCompaniesAct2013.

EXTRACT OF ANNUAL RETURN

The details of the extract of the Annual Return in form MGT 9 is annexed herewith andforms part of this report. (Annexure I).

AUDITORS:

M/s. Manok Kumar Goyal Chartered Accountants were re-appointed as the StatutoryAuditors at 27th Annual General Meeting for the term of 5 years. As per the provisions ofSection 139 of the Companies Act 2013 the appointment of Auditors is required to beratified by Members at every Annual General Meeting.

AUDITORS' REPORT

The observations made in the Auditors' Report are self-explanatory and do not call forany further explanation.

ENERGYTECHNOLOGY&FOREIGN EXCHANGE

Information pursuant to Section 134(3)(m) read with Rule 8 of the Companies Act 2013are not applicable to the Company and there has been no foreign exchange earning orexpenditure incurred during the year.

SECRETARIAL AUDIT REPORT

As per the provision of section 204 of Companies Act 2013 Miss Varsha Rani Agarwal(ACS -36228) a Practicing Company Secretary is appointed as a Secretarial Auditor of theCompany. The Secretarial Audit Report for Financial Year 2014-15 is annexed herewith andforms part of this report. (Annexure II). No adverse remarks have been made in the saidreport by the Practicing Company Secretary.

DEPOSITS

During the year under report the Company has not accepted any deposits from the publicwithin the meaning of Section 73 of the Companies Act 2013 and rule framed.

RELATED PARTY TRANSACTIONS DURING THE YEAR

There are no related party transactions during the year.

AUDIT COMMITTEE

The company has Audit Committee as set in Section 1 77(8) of the Companies Act 2013and the composition of Audit Committee include Sri Gopal Mitruka Sri Sandeep Agarwal SriLalit Kumar Bihani.

NOMINATION & REMUNERATION COMMITTEE

The Company has constituted Nomination & Remuneration committee as set in Section 178 of the Companies Act 2013. The composition of Nomination & Remuneration Committeeinclude Mamy Ghosh Sri S.LAgarwalla Sri Paritosh Ghiraiya.

RISK MANAGEMENT POLICY

The Board has adopted and implemented Risk management Policy.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti-harassment policy in line with the requirements ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.There were no complaints received during the financial year 2014-15.

DECLARATION BY INDEPENDENT DIRECTOR

Declaration by independent Directors pursuant to Section 149 sub-section 6 is annexedherewith and forms part to this report

LISTING

The Company is listed on the following stock exchanges

The Stock Exchange Mumbai The Calcutta Stock Exchange Limited
Phiroze Jeejeebhoy Towers 7 Lyons Range
Dalai Street Mumbai - 400 001 Kolkata - 700 107
Madras Stock Exchange Ltd Jaipur Stock Exchange
Exchange Building Post Box No. 183 Stock Exchange Building
11 Fourth Line Beach JLN Marg Malviya Nagar
Chennai - 600 001 Jaipur-30201 7
Depositories for Equity Shares : NSDL

The Company has paid the Annual Listing Fees for the financial year 2015-16 to thestock exchanges.

CORPORATE GOVERNANCE REPORT

Your Company has always been committed to the best practices in the governance of itsaffairs. The Board is taking efforts to comply the same. Kindly refer to Annexure"III" to Directors Report. The Auditor Certificate on compliances with theMandatory requirements of Corporate Governance is given in Annexure'H" to this report

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation receivedby the company from Bankers employees and officers of the company.

Place : Siliguri By Order of The Boad
Date: 25th August 2015 Sd. S. L. Agarwalla
Director

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