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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 Jun 18.60 -0.40
(-2.11%)
OPEN

19.40

HIGH

19.40

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18.20

NSE 05:30 | 01 Jan Asian Tea & Exports Ltd
OPEN 19.40
PREVIOUS CLOSE 19.00
VOLUME 11729
52-Week high 21.90
52-Week low 6.18
P/E 20.00
Mkt Cap.(Rs cr) 19
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 19.40
CLOSE 19.00
VOLUME 11729
52-Week high 21.90
52-Week low 6.18
P/E 20.00
Mkt Cap.(Rs cr) 19
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

The Board of Director's Report

Dear Shareholders

Your Directors are pleased to present the Thirty Four Annual Report and the auditedaccounts for the year ended 31st March 2020.

Particulars Financial Year 2019-20 Financial Year 2018-19
Revenue from operation including other income 2202790234 1522718612
Profit before depreciation interest and provision for exceptional items 72937813 37409461
Less: Financial charges 42453289 21428235
Less: Depreciation 1202578 599721
Operating Profit before Exceptional Items 29281946 15381505
Add: profit on sale of land & structures 0 0
Profit Before Taxation 29281946 15381505
Less: Provision for Tax- Current Tax 7758553 4633638
Deferred Tax 116167 578472
Taxes for Earlier Years 278536
Profit After Taxation 21128690 10169395
Balance as per Balance Sheet 21219987 9626807

REVIEW OF OPERATIONS

During the year under review the company has recorded a turnover of Rs.21925.46 Lacs ascompared to Rs. 15120.90 Lacs in the Previous Year. The Company has recorded a net profitto the tune of Rs. 211.29 lacs as compared to Rs. 101.69 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/mgt-9-2019-20.pdf.

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 2019-20 2018-19
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) 232.02 1051.394
3 Used (Rs. In Lacs) 4925.63 7528.63

Note: Total Foreign exchange earnings during the year were of USD 219447.83.

DEPOSITS

Your Company has not accepted any deposit during the year under review in terms ofSection 73 of the Companies Act 2013 read with Companies (Acceptance of Deposit) Rules2014 and there were no unpaid deposits with the Company.

DIVIDEND

The Board has not declared any dividend as it has decided to capitalize the profits ofthe Company of this Financial Year 2019-20 for the growth of the Company.

TRANSFER TO GENERAL RESERVE:

The Company proposes not to transfer any funds to the General Reserve for the financialyear 2019-20.

FUTURE OUTLOOK:

Outlook remains stable for the current year.

CHANGE IN NATURE OF BUSINESS IF ANY:

There has been no change in the nature of business of the Company.

SHARE CAPITAL

The Paid up Share Capital as on 31st March 2020 was Rs. 100000000 comprising10000000 equity shares of Rs. 10 each. During the year under review the Company hasnot issued any equity shares with differential voting rights. The Company has neitherissued shares for employees' stock options nor as sweat equity and does not have anyscheme to fund its employees to purchase the shares of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The provision of section 135(1) of Companies Act 2013 i.e. corporate socialresponsibility is not applicable on your company. Therefore your company has notconstituted CSR committee.

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 that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior of the company has adopted a vigil mechanismpolicy. This policy can be accessed on 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 Mrs. Rama Garg (DIN00471845) 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.

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

The Company has received necessary declarations from each Independent Directors of theCompany pursuant to provisions of Section 149(7) confirming that they meet the criteriaof independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. In the opinion of the Board they fulfill the conditions ofindependence as specified in the Act and the Rules made there under and are independent ofthe management.

Your Company has also received necessary declaration from all the directors asenumerated in section 164(2) and 184(1) of the Companies Act 2013.

BOARD EVALUATION

Pursuant to the provisions of Companies Act 2013 and Regulation 4(2)(f)(ii)(9) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout annual performance evaluation of its own performance the directors individually aswell the evaluation of the working of its Audit Nomination & Remuneration andStakeholder Committee. The manner in which the evaluation has been carried out has beenexplained 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 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 INDEPENDENTDIRECTORS:

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

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:

1. In preparation of the Annual Accounts for the year ended 31st March 2020 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 the Company as on 31st March 2020 and of theProfit and Loss for the financial year ended 31st March 2020.

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

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are provided in the financial statement. (Please refer toNote 3 4 & 13).

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material change and commitment affecting the financial position of the Company haveoccurred between the end of the financial year to which the financial statements relateand the date of the report.

DETAILS OF SUBSIDIARY/JOINT-VENTURE/ASSOCIATE COMPANIES:

Subsidiaries Greenol Laboratories Pvt Ltd.

Sarita Nupur Vyapaar Pvt Ltd.

Associates

Kesavatsapur Tea Co. Pvt Ltd

Asian Tea Co. Pvt Ltd

Hurdeodass Co. Pvt Ltd

Inspire Tie Up Pvt Ltd

HRG HealthCare Pvt Ltd

Indong Tea Co. Pvt Ltd

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 16th September 2017 tohold office from the conclusion of the ensuing Annual General Meeting till the Conclusionof 36th Annual General Meeting of the company at a remuneration to be fixed by the Boardwhich we recommend. However as per the recent amendment of Section 139 of the CompaniesAct 2013 which have been made effective from 07th May 2018 ratification of theappointment of the auditor is no longer required. Hence the same is not proposed at theensuing Annual General Meeting. Pursuant to sections 139 & 141 of the Companies Act2013 read with Rule 5 of the Companies (Audit & Auditors) Rules 2014 the StatutoryAuditors have furnished a certificate of their eligibility and consent to continue asStatutory Auditors of your Company for the F.Y. 2020-21.

Further the Auditors have confirmed that they have undergone the peer review processof the Institute of Chartered Accountants of India (ICAI) and hold a valid certificateissued by the 'Peer Review Board' of ICAI. The Auditors' Report on the accounts for theyear ended 31st March 2020 does not contain any qualification adverse remark orobservation.

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 forconducting secretarial audit of the company for the financial year 2019-20.

The report of the Secretarial Auditors for the Financial Year 2019-20 in Form MR-3 isannexed herewith as "Annexure IN" to this report. The report is self-explanatoryand does not call for any further comments.

ANNUAL SECRETARIAL COMPLIANCE AUDIT:

The requirement of Annual Secretarial Compliance Audit under Regulation 24A of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 read with SEBICircular No.: CIR/CFD/CMD1/27/2019 dated 08.02.2019 is applicable to the Company duringthe year under review.

Pursuant to Regulation 24(A) of SEBI listing Regulations the Company has obtainedannual secretarial compliance report from Saha Tanmay And CO. (CP No.: 11918 FCS 8847)Company Secretary in Practice Kolkata and the same will be submitted to the stockexchanges within the prescribed time limits. The Annual Secretarial Compliance Report doesnot contain any remarks or observations. Greenol Laboratories Pvt Ltd & Sarita NupurVyappar Pvt Ltd material subsidiaries of the Company has obtained secretarial auditreport from a practicing company secretary and it does not have any remarks.

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 Annexure IV.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of

Women at workplace (Prevention Prohibition and Redressal) Act 2013 and the rulesframed there under.

The Company has less than 10 women employees and as such no details are required to befurnished in accordance with the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013. Your Company is also not required to constitutethe Internal Complaints Committee as per the above referred Act. During the financial year2019-20 no complaint of sexual harassment has been received by the Company.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

During the year your company maintained harmonious and cordial Industrial Relations.

Your Directors acknowledge and appreciate the efforts and dedication of employees ofthe company.

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 2016:

S. No Name of the Director/KMP Remuneration of Director/KMP for FY 2019-20 (Rs. in Lacs) % increase in Remuneration in FY 2019-20 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 21 16.67% 8.52 Profit after tax increased by 109.60 lakhs in FY 2019-20.
2 Rajesh Garg Chief Financial Officer 2.64 1.07
3 Rashi Nagori Company Secretary 3.30 18.70% 1.34

(i) The median remuneration of employees of the company during the financial year wasRs.2.46 Lacs.

(ii) There were 9 employees on the rolls of the company as on 31.03.2020.

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

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.

POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All applicable policies areavailable on the website of the Company athttp://www.asianteaexports.com/corporate-code-of-conduct-S-policies.html. The policies arereviewed periodically by the Board and updated based on need and new compliancerequirement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34(2) (e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed Management Discussion and Analysis Report forthe year under review is presented in a separate section forming part of the annualreport and marked as "Annexure V".

COMPLIANCE WITH APPLICABLE 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.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Financial Institutions BanksCentral and State Governments authorities Regulatory authorities Stock Exchanges and allthe various esteemed stakeholders for their continued co-operation and support to theCompany.

Your Directors wish to convey their sincere appreciation to all of the Company'semployees and workers at all level for their enormous personal efforts as well as theircollective contribution to the Company's performance.

For and on Behalf of the Board

Registered Office: 4/1 Middleton Street Sikkim Commerce House Hariram Garg Sunil Garg
5th Floor Kolkata-700071 (DIN: 00216053) (DIN: 00216155)
Date: 19th November 2020 Managing Director Director