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Asian Tea & Exports Ltd.

BSE: 519532 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE822B01017
BSE 00:00 | 23 Jul 7.98 -0.39
(-4.66%)
OPEN

8.37

HIGH

8.37

LOW

7.96

NSE 05:30 | 01 Jan Asian Tea & Exports Ltd
OPEN 8.37
PREVIOUS CLOSE 8.37
VOLUME 21
52-Week high 20.35
52-Week low 7.96
P/E 399.00
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.37
CLOSE 8.37
VOLUME 21
52-Week high 20.35
52-Week low 7.96
P/E 399.00
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

Your Directors are pleased to present the Thirty First Annual Report and the auditedaccounts for the year ended 31st March 2017. O

FINANCIAL RESULTS Financial Year 2016-17 Financial Year 2015-16
Revenue from operation including other income 2052.71 3064.30
Profit before depreciation interest and provision for exceptional items 84.29 88.90
Less: Financial charges 54.68 60.24
Less: Depreciation 4.52 7.31
Operating Profit before Exceptional Items 25.09 21.36
Add: profit on sale of land & structures - -
Profit Before Taxation 25.10 21.36
Less: Provision for Tax- Current Tax 7.50 4.60
Deferred Tax 1.11 0.06
Profit After Taxation 16.48 16.70
Balance as per Balance Sheet 866.36 849.89

REVIEW OF OPERATIONS

During the year under review the company has recorded a turnover of ' 2011.89 Lacs ascompared to ' 2940.74 Lacs in the Previous Year. The Company has recorded a net profit tothe tune of ' 16.48 lacs as compared to ' 16.70 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 2016-17 2015-16
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) 105.59 354.04
3 Used (' In Lacs) 83.35 121.72

Note : Total Foreign exchange earnings during the year were of USD 0.14 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 and

aspirations 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

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.

Mr. Hariram Garg was appointed as Managing Director by the members to hold the officeup to 13th April 2019 have attained the age of seventy years on October 29 2016 and hencecontinuation of his employment as Managing Director requires the approval of members by aspecial resolution. He has been looking after day to day affairs of the company and ishelping in various ways to improve its performance. Keeping in view the qualification andvast experience of Mr. Garg the Board as recommended by the Nomination & RemunerationCommittee proposes continuation of his employment as Managing Director of the Company.

Approval of members is sought for the above Resolution.

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.

During the year under review Mr. Anand Kumar Jha has resigned from the post of CompanySecretary due to personal reasons with effect from 18th November 2016 and Ms. Rashi Nagorihas been appointed as the Company Secretary with effect from 18th November 2016. There wasno other change in the Key Managerial Personnel of the Company.

BOARD EVALUATION

Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements)

Regulations 2015 the Board has carried out annual performance evaluation of its ownperformance the directors individually as well the evaluation of the working of itsAudit Nomination & Remuneration and Stakeholder Committee. The manner in which theevaluation has been carried out has been explained in Corporate Governance 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 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 2017 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 2017 and of the Profit and Loss for the financial year ended 31stMarch 2017.

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 11 13 & 17).

AUDITORS

Statutory Auditors

The auditor M/S Agarwal Kejriwal & Co (Firm Registration No. 31612E) CharteredAccountants Statutory Auditor of the company is retiring at the conclusion of the ensuingAnnual General Meeting of the Company in terms of the provisions of the Companies Act2013. M/S Agarwal Kejriwal has submitted its resignation from the conclusion of theensuing Annual General Meeting which we recommend.There are no adverse remarks orqualifications in their reports.

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. During the Financial Year in review theform MGT-14 was not being filed in time. There was a change in management and hence it wasmissed out. However subsequently the same will be filed. The Secretarial Audit Report isannexed herewith.

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 1

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:

Sl. No Name of the Director/ KMP Remuneration of Director/KMP for FY 2016-17 (' in Lacs) % increase in Remuneration in FY 2016-17 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 15.00 - 8.43 Profit after tax decreased by 1.31 % in FY 2016-17.
2 Rajesh Garg Chief Financial Officer 2.10 9.37 1.18
3 Anand Kumar Jha Company Secretary 2.60 - 1.46
4 Rashi Nagori Company Secretary 1.1 - 0.61

(i) The median remuneration of employees of the company during the financial year wasRs.1.78 Lacs.

(ii) There were 7 employees on the rolls of the company as on 31.03.2017.

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

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 : 30th May 2017 Chairman