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Asian Tea & Exports Ltd.

BSE: 519532 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE822B01017
BSE 00:00 | 14 Nov 7.05 0
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7.50

HIGH

7.50

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NSE 05:30 | 01 Jan Asian Tea & Exports Ltd
OPEN 7.50
PREVIOUS CLOSE 7.05
VOLUME 555
52-Week high 12.33
52-Week low 7.00
P/E 3.98
Mkt Cap.(Rs cr) 7
Buy Price 7.05
Buy Qty 30.00
Sell Price 7.45
Sell Qty 99.00
OPEN 7.50
CLOSE 7.05
VOLUME 555
52-Week high 12.33
52-Week low 7.00
P/E 3.98
Mkt Cap.(Rs cr) 7
Buy Price 7.05
Buy Qty 30.00
Sell Price 7.45
Sell Qty 99.00

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

Company director report

The Board of Director's Report

Dear Shareholders

Your Directors are pleased to present the Thirty Third Annual Report and the auditedaccounts for the year ended 31st March 2019.

Particulars Financial Year 2018-19 Financial Year 2017-18
Revenue from operation including other income 1522710387 114742768
Profit before depreciation interest and provision for exceptional items 37409461 7010730
Less: Financial charges 21428235 5601498
Less: Depreciation 599721 372760
Operating Profit before Exceptional Items 15381505 1036472
Add: profit on sale of land & structures 0 0
Profit Before Taxation 1538150 1036472
Less: Provision for Tax- Current Tax 4633638 310000
Deferred Tax 578472 538486
Profit After Taxation 1016935 187986
Balance as per Balance Sheet 9626807 229772

REVIEW OF OPERATIONS

During the year under review the company has recorded a turnover of Rs.15120.90 Lacs ascompared to Rs. 1058.836 Lacs in the Previous Year. The Company has recorded a net profitto the tune of Rs. 101.69 lacs as compared to Rs. 1.88 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 annexedto this report as Annexure I and the weblink for it ishttp://www.asianteaexports.com/investor-corner/mgt-9-2018-19. pdf.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

Sl. Particulars 2018-19 2017-18
1 Activities relating to export taken to increase exports Co-ordinating Procured orders from new buyers Co-ordinating Procured orders from new buyers
2 Total Foreign Exchange Earnings (Rs. In Lac) 1051.394 108.14
3 Used (Rs. In Lacs) 7528.63 406.09

Note: Total Foreign exchange earnings during the year were of USD 489582.

DEPOSITS

Your Company has not accepted any deposits within the meaning of section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

DIVIDEND

The Board has not declared any dividend as it has decided to capitalize the profits ofthe Company of this Financial Year 2018-19 for the growth of the Company.

SHARE CAPITAL

The Paid up Share Capital as on 31st March 2019 was Rs. 100000000comprising 10000000 equity shares of Rs. 10 each. During the year under review theCompany has not issued any equity shares with differential voting rights. The Company hasneither issued shares for employees' stock options nor as sweat equity and does not haveany scheme to fund its employees to purchase the shares of the Company.

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 IndianAccounting Standards for properly maintaining the books of accounts and reportingfinancial statements.

VIGIL MECHANISM

the company has adopted a Whistle Blower Policy as a part of Vigil Mechanism of theCompany which also incorporates a whistle blower policy in terms of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 includes an Ethics &Compliance Task Force comprising senior executives of the Company. In order to ensure thatthe activities of the Company and its employees are conducted in a fair and transparentmanner by adoption of highest standards of professionalism honesty integrity and ethicalbehavior of the company has adopted a vigil mechanism policy. This policy can be accessedon the Company's Website at the link: http://www.asianteaexports.com/whistle-blower-policy.pdf.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per provisions of Section 152 of the Companies Act 2013 Mr. Sunil Garg (DIN00216155) retires by rotation and being eligible offers himself for reappointment.

The independent directors have submitted the declaration of independence as requiredunder Section 149 of the Companies Act 2013 and the Board is of the opinion that they areindependent within the meaning of the said requirement of the Act.

Pursuant to the recommendation of the Nomination and Remuneration Committee (NRC) theBoard at its meeting held on 31st May 2019 has recommended to the members topass the necessary resolutions at the ensuing 33rd Annual General Meeting forre-appointment of Shri Sushil Kumar Nevatia and Shri Manash Kumar Banerjee as IndependentDirectors for a further term of 5(five) years with effect from May 312019 and March 312020 respectively.

The information prescribed by SEBI (LODR) Regulations 2015 in respect of the abovenamed Directors is given in the Notice of Thirty Three Annual General Meeting.

Mr. Ram Narayan Bansal tendered his resignation from the post of Non-Executive Directorw.e.f. 14th November 2018 due to his personal reasons and the same wasaccepted by the Board of Directors in its meeting held on 14th November 2018.

None of the Directors of the Company suffers from any disqualification under Section164(2) of the Companies Act 2013 and rule 14(1) of Companies (Appointment andQualification of Directors) Rules 2014.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed under the Act andListing Regulations.

There was no change in the Key Managerial Personnel of the Company.

DECLARATION OF INDEPENDENCE

Our definition of 'Independence' of Directors is derived from Section 149(6) of theCompanies Act 2013.

The Company has received declarations from following Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed under Section149(6) of the Companies Act 2013:

1. Mr. Ashok Chamria

2. Mr. Sushil Kumar Nevatia

3. Mr. Manash Kumar Banerjee

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 five 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 Ashok Chamaria Member Non-Executive & Independent Director
Shri Sunil Garg Member Executive Director
Shri Sushil Kr. Nevatia Chairman Non-Executive & Independent Director

NOMINATION AND REMUNERATION COMMITTEE

Name Status Category
Shri Ashok Chamaria Member Non-Executive & Independent Director
Shri Manash Kumar Banerjee Chairman 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

ANNUAL EVALAUTION OF BOARD OF DIRECTORS COMMITEES OF THE BOARD AND INDEPENDENT

DIRECTORS:

The evaluation framework for assessing the performance of Directors comprises thefollowing key areas:

i. Attendance at Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;

iv. Providing perspectives and feedback going beyond information provided by themanagement;

v. Commitment to shareholder and other stakeholder interests.

The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis/her evaluation.

The Directors expressed their satisfaction over the evaluation process.

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 March2019 the applicable Accounting Standards have been followed and that there are nomaterial departures.

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 2019 and of the Profit and Loss for the financial yearended 31st March 2019.

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

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interests of the Company at large. All related partytransactions are placed before the Audit Committee and the Board for approval ifapplicable. Prior omnibus approval of the Audit Committee is obtained for the transactionswhich are of a foreseen and repetitive nature. The transactions entered into pursuant tothe omnibus approval so granted are verified by the Internal Auditor and a statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval. The Policy on Related Party Transactions asapproved by the Board is uploaded on the Company's website. None of the Directors has anypecuniary relationships or transactions vis-a-vis the Company. Particulars of Contracts orArrangements with Related Parties referred to in Section 188(1) of the Companies Act 2013in the prescribed form AOC-2 is appended as Annexure-II to the Board's Report.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITIES

Particulars of loans investments guarantees & securities are provided in thestandalone financial statements (Please refer to Note 3 4 & 13).

AUDITORS

Statutory Auditors

M/S Kaushal Surana & CO Chartered Accountants have been appointed as StatutoryAuditors of the company at the 31st Annual General Meeting held on 16thSeptember 2017 to hold office from the conclusion of the ensuing Annual General Meetingtill the Conclusion of 36th Annual General Meeting of the company at aremuneration to be fixed by the Board which we recommend.

Secretarial Auditor

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 Saha Tanmay And CO. (CP No.: 11918 FCS 8847) Company Secretaries to undertakethe secretarial audit of the company. The Secretarial Audit Report is attached as AnnexureIII.

Internal Auditor

M/s Yash & Associates Chartered Accountants performs the duties of internalauditors of 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 as AnnexureIV.

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATION

The Company continues to maintain cordial relationship with its employees and at thesame time also thrive towards ensuring Human Resource Development. Number of employees ofthe Company during the year under review was 9.

The Company has adequate systems in place for prevention prohibition and redressal ofcomplaints/grievances on the sexual harassment of women at work places. Your Directorsfurther state that during the year under review there were no cases filed pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

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) Rules2014:

S. No Name of the Director/KMP Remuneration of Director/ KMP for FY 2018-19 (Rs. in Lacs) % increase in Remuneration in FY 2018-19 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 Hariram Garg Managing Director 18.00 20% 10.63 Profit after tax increased by 99.8 lakhs in FY 2018-19.
2 Rajesh Garg Chief Financial Officer 2.64 1.56
3 Rashi Nagori Company Secretary 2.78 - 1.64

(i) The median remuneration of employees of the company during the financial year wasRs.1.69 Lacs.

(ii) There were 9 employees on the rolls of the company as on 31.03.2019.

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 2019-20 has been paid to them.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act 2013 the Company is not required totransfer any amount to Investor Protection and Education Fund as the Company has notdeclared any Dividend and as such there is no amount of dividend which was due and payableand remained unclaimed and unpaid for a period of seven years.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (LODR) Regulations 2015 is appended as ANNEXURE-V.

SECRETARIAL STANDARDS

The Board of Directors of the Company hereby confirms that your Company has compliedwith the applicable Secretarial Standards issued by The Institute of Company Secretariesof India.

APPRECIATION

Your Directors place on record their deep appreciation for the continued assistancesupport and cooperation 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
SUNIL GARG
(Chairman)
Place: Kolkata Date: 14th August'19