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Tea Time Ltd.

BSE: 512011 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE237U01018
BSE 05:30 | 01 Jan Tea Time Ltd
NSE 05:30 | 01 Jan Tea Time Ltd

Tea Time Ltd. (TEATIME) - Director Report

Company director report

To the Members

The Directors of the Company have pleasure in presenting their Annual Report togetherwith the Audited Accounts for the Financial year ended 31st March 2019.

COMPANY PERFORMANCE

2018 - 2019 2017 - 2018
FINANCIAL RESULTS Rs. Rs.
Total Revenue 80282 5009038
Profit/(Loss) before Depreciation (8635632) 407714
Less: Depreciation - 152577
Net Profit/(Loss) before Tax (8635632) 255137
Less: Provision for Taxation - 170000
Net Profit/(Loss) afterTax (8635632) 85137
Add : Opening Balance in Statement of Profit & Loss 136103480 136018343
Closing Balance 127467848 136103480

DIVIDEND

In view of the losses incurred by the Company the Directors have not recommended anydividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34(3) of SEBI (LODR) Regulations 2015 the ManagementDiscussion and Analysis Report for the year under review is appended below:

A. BUSINESS

Your Company was engaged in the business of exporting tea. However the said businessis presently under suspension.

B. REVIEW OF OPERATIONS & FUTURE PROSPECTS

The Board of your Company is exploring alternatives for improving its operations andreduction of losses.

C. OPPORTUNITIES AND THREATS RISKS AND CONCERNS

Your Company's objective is to effect improvement in its operations. The Company isexposed to threats and risks as faced by other organizations in general and those engagedin similar business like adverse changes in the general economic and market conditionschanges in Government policies and regulations etc.

D. INTERNAL CONTROL SYSTEM

The Company has Internal control procedures commensurate with the nature of itsbusiness and size of its operations. The objectives of these procedures are to ensureefficient use and protection of Company's resources accuracy in financial reports and duecompliance of applicable statutes and Company's norms policies and procedures.

E. HUMAN RESOURCES

There was no loss of work or any problem relating to human resources during the year.CORPORATE GOVERNANCE

The Company has always followed the principles of good Corporate Governance throughprofessionalism accountability transparency and integrity in its functioning and conductof business with due respect to laws and regulations. Necessary measures have been adoptedto comply with the requirements of the SEBI (LODR) Regulations 2015. A separate report onCorporate Governance forms part of the Annual Report 2018-19 along with the Auditors'Certificate on its compliance in Annexure A.

DIRECTORS

Mrs. Premlata Agarwal (DIN 00752110) Director retires by rotation at the ensuing AnnualGeneral Meeting (AGM) and being eligible offers herself for re-appointment. Her briefresume is attached to the Notice of the ensuing AGM.

NUMBER OF BOARD MEETINGS HELD

During the Financial year 2018-19 Five (5) Board Meetings were held on 8thMay 2018 25th May 201813th August 2018 9th November 2018 and12th February 2019.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act 2013 your Board of Directorsconfirms that:-

(a) in the preparation of the Annual Accounts for the Financial Year ended 31stMarch 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 that period;

(c) the Directors had 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 preventing and detecting fraud and otherirregularities;

(d) the annual accounts of the Company have been prepared on a "goingconcern" basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

BOARD EVALUATION

The Board has evaluated the effectiveness of its functioning and that of the Committeesand of Individual Directors by seeking inputs on various aspects of Board/CommitteeGovernance and considered and discussed in details the inputs received from the Directors.

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors meet the criteria of being Independent as prescribed in TheCompanies Act 2013 and an Independency Certificate from them have been obtained.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Companies Act 2013 the extract of AnnualReturn in form MGT-9 pursuant to Rule 12 of the Companies (Management and Administration)Rules 2014 is annexed herewith as Annexure B as part of this Report.

STATUTORY AUDITORS

M/s S. Ghose & Co. LLP Chartered Accountants (Firm Registration No. 302184E)continue to act as the Statutory Auditors of the Company as they were appointed for a termof 5 years commencing from the Financial Year 2017-18.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rulesthere under the Board of Directors of the Company has appointed a Practicing CompanySecretary to conduct the Secretarial Audit of the Company for the Financial year 2018-19.The Secretarial Audit Report for the Financial year ended 31.03.2019 is annexed herewithas Annexure C as part of this Report.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company with its Related Partiesduring the financial year were on arm's length basis and in the ordinary course ofbusiness. The transactions with Related Parties are disclosed in the Notes to theFinancial Statements.

VIGIL MECHANISM

Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for Directors and Employees has been established details of which aregiven in the Corporate Governance Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures in terms of section 197(12) of the Companies Act 2013 and the rules madethere under were not applicable to the company during the year ended 31stMarch 2019.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars relating to Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo as required under section 134(3)(m) of The Companies Act 2013 readwith Companies (Accounts) Rules 2014 were not applicable to the company during the yearended 31st March 2019.

CODE OF CONDUCT

Your Company has formulated a Code of Conduct which applies to Board Members and SeniorManagement Personnel of the Company. Confirmations towards adherence to the Code duringthe Financial Year 2018-19 have been obtained from all the Board Members in terms of theListing Regulations and a declaration relating to compliance of this code during the yearby all Board Members has been given by the Director of the Company which accompanies thisreport.

ACKNOWLEDGEMENTS

Your Directors would like to thank shareholders bankers and all other businessassociates for the continuous support given by them to the Company.

FOR AND ON BEHALF OF THE BOARD
PLACE: KOLKATA
DATE: 14th MAY 2019 DIRECTORS