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Bansisons Tea Industries Ltd.

BSE: 519353 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE856E01019
BSE 05:30 | 01 Jan Bansisons Tea Industries Ltd
NSE 05:30 | 01 Jan Bansisons Tea Industries Ltd

Bansisons Tea Industries Ltd. (BANSISONSTEA) - Director Report

Company director report

TO THE MEMBERS OF BANSISONS TEA INSDUSTRIES LIMITED

Dear Shareholders

Yours Directors present herewith your Company's Thirtieth Annual Report together withthe Audited Accounts fortheyearended 31st March 2017.

Financial Resul

(Amount in Rs.)

Particulars March 31st 2017 March 31st 2016
Income:
Revenue from Operations 14992860 10509322
Other Income 0 0
Total Revenue (A) 14992860 10509322
Expenditure:
Cost of Materials Consumed 2590630 1775127
Purchase of Trade 3859799 1845666
Employee Benefits Expenses 5502155 5108764
Depreciation and Amortization Expenses 387689 361850
Operating & Other Expenses 2166753 1245217
Total Expenses (B) 14507062 10336624
Profit Before Tax (A3) 485384 172698
Tax Expenses:
(1) Current Tax 251154 52467
Profit for the year 234680 120231
Appropriated as under:
Dividend proposed - -
Tax on Proposed Dividend - -
GeneralReserve - -
Balance carried to Balance sheet 234680 120231

PROGRESS & FUTURE OUTLOOK

During the Financial Year 2016-2017 the company has accelerated its activities. TheDirectors are confident of improving the company's business during the Financial Year2017-2018 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 2016-1 7. The dates on which themeetings were held i.e.l4.05.2016 15.06.2016 07.07.2016 12-08-2016 30-09-201614-11-2016 & 23-01-2017

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the Provisions of the Section 152(6)(d) of the Companies Act 2013 SriLalit Kumar Behani Sri Gopal Mitruka and Samarlal Agawala retires by rotation and beingeligible offers himself for re-appointment.

Ms. Varsha Kankani is the Company Secretary of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors wish to inform members that the Audited Accounts containing FinancialStatements for the year ended 31 st March 2017 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) of the CompaniesAct 2013.

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. Manoj 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 Ad 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.

ENERGY TECHNOLOGY & FOREIGN EXCHANGE

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

SECRETARIAL AUDIT REPORT

As per the provision of sedion 204 of Companies Ad 2013 Miss Varsha Kankani (ACS-38311) 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).

Qualification 1: Whole Time Company Secretary & CFO is not appointed as requiredunder section 203 of per Companies Ad 2013

Response: Company has taken steps to appoint Whole Time Company Secretary & CFO andshall appoint them as soon as it finds an appropriate candidate.

DEPOSITS

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

LOANS GUARANTEES AND INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT 2013

During the year Company has not given any Loan or guarantee and has not made anyinvestments

RELATED PARTY TRANSACTIONS DURING THE YEAR

During the year company has no Related Party Transaction

AUDIT COAAMITTEE

The company has Audit Committee as set in Section 177(8) of the Companies Act 2013 andthe composition of Audit Committee include Sri Mamy Ghosh Sri Sandeep Agarwal Sri LalitKumar Bihani.

NOMINATION & REMUNERATION COAAMITTEE

The Company has constituted Nomination & Remuneration committee as set in Section178 of the Companies Act 2013. The composition of Nomination & Remuneration Committeeinclude Gopal Mitruka Sri S.L.Agarwalla Sri Paritosh Ghiraiya.

RISKAAANAGEMENT POLICY

The Board has adopted and implemented Risk management Policy.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has implemented proper and adequate system of internal controlscommensurate with the size and nature of its operations. The Board has adopted andimplemented an Internal Control Policy.

VIGIL MECHANISM

The Company has adopted a Vigil Mechanism which provides a formal mechanism for allemployees of the Company to make protected disclosures to the Management about unethicalbehavior actual or suspected fraud or violation of the company's Code of Conduct.Disclosures reported are addressed in the manner and within the time frames prescribed inthe Policy. No employee of the company has been denied access to the Audit Committee

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 2016-17.

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.l 83 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 2016-17 to thestock exchanges.

CORPORATE GOVERNANCE

In pursuant to Regulation 15 (2) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the compliance with the corporate governance provisionsas specified in regulations 1 7 18 19 20 2122 23 24 25 26 27 and clauses (b) to(i) of sub-regulation (2) of regulation 46 and para C D and E of Schedule V shall notapply in respect of - (a) the listed entity having paid up equity share capital notexceeding rupees ten crore and net worth not exceeding rupees twenty five crore as on thelast day of the previous financial year. Therefore a report on the Corporate Governancepractices the Auditors' Certificate on compliance of mandatory requirements thereof arenot given as an annexuretothis 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.

For and on behalf of the Board of Directors
REGISTERED OFFICE:
"Mitruka House "
42-M.G.Road Samarlal Agarwala Sandeep Agarwal
Director Director
Siliguri
Dated: 24/08/2017