Dear Members On behalf of the Board of Directors it is our pleasure to present the31st Annual report together with the Audited Statement of Accounts of Teesta AgroIndustries Limited ( " the company " ) for the year ended on 31st March 2017
Financial Summary or performance of the company:
|PARTICULARS ||Year Ended ||Year Ended |
| ||31-3-2017 ||31-3-2016 |
|Net Turnover and Other Income ||6616 ||6990 |
|Profit before Depreciation Interest & Tax ||270 ||273 |
|Less : Depreciation ||203 ||93 |
|: Interest ||12 ||41 |
|Profit/Loss before Tax ||55 ||139 |
|Less : Exceptional Items ||- ||- |
|: Provision for Tax ||15 ||48 |
Indian Accounting Standards
The Ministry of Corporate Affairs ( MCA ) vide its notification in the OfficialGazette dated 16th February 2015 notified the Indian Accounting Standards ( Ind AS )applicable to certain classes of companies Ind AS has replaced the existing Indian GAAPprescribed under Section 133 of the Companies Act 2013 read with Rule 7 of Companies(Accounts) Rules 2014. For Your Company Ind AS is applicable from 1st April 2017.
Goods and Service Tax
Your Company has been preparing for migrating to GST. Changes across IT systems supplychain and therefore operations have been made keeping in mind the sweeping changes thatGST would bring in. While there are few areas that need to be addressed the Governmentannounced an intention to go live on GST w.e.f. 1st July 2017 and your company is readyfor this transformative reform.
The turnover and other receipts of your company has been Rs. 6616 lacs as againstRs.6990 in the previous year. The Profit after taxation stood at Rs. 40 lac as againstRs. 91 lacs in the previous year.
Taking into consideration increased working capital requirement and expectedsubstantial increase in operation in the year 2017-18 your Directors do not recommend anydividend for the year under review.
Share Capital :
There has not been any change in the Paid Up Capital of your company during the yearunder review. The Paid Up Capital stands at Rs. 557 lac.
Listing Agreement :
The Listing Agreement has been entered into by the Company with the BSE Limited readwith the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.Your Company has paid listing fee for Financial Year2016-17.
Fixed Deposit :
Your Company did not invite or accept any deposits from public and/ or shareholdersduring the year under review. As of 31st March 2017 there were no fixed deposits pendingwith the company.
Research and Development :
Your Company recognizes that Research & Development plays a critical role insupporting current operations as well as future growth. Your Company has focused itsattention towards improving quality of fertilizers to boost soil nutrients.
The Company's plants & machineries factories properties stocks and movables areadequately insured against various risks.
In accordance with the provisions of the Companies Act. 2013 Mr. HARDEV SINGHManaging Director (holding DIN-00550781) of the Company retires by rotation at theconclusion of the forthcoming Annual General Meeting and being eligible has offeredhimself for re-appointment.
In accordance with the provisions of the Companies Act.2013 Mr. Anil Kumar TripathyWhole Time Director ( holding DIN-03350374 ) of the Company also retires by rotation atthe conclusion of the forthcoming Annual General Meeting and being eligible has offeredhimself for re-appointment.
The Company has received declarations from the Independent Director(s) of the Companyconfirming that they meet the criteria of independence as prescribed under Section 139 ofthe Companies Act 2013 and the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015.
The Company has devised a policy for performance evaluation of Independent Directorsand the Board which includes criteria for performance evolution of the non-executiveDirectors.
Suitable resolutions for appointment/reappointment of Directors as referred abovewill be placed for approval of Members in the forthcoming Annual General Meeting. Thebrief resume and other information of the concerned Directors in terms of the SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 with Stock Exchangehave been detailed in the notice convening the forthcoming Annual General Meeting.
None of the Independent Directors are due for reappointment.
Board Meeting :
During the year 2016-17 the Board of Directors met EIGHT times viz. on 30.04.201629.06.2016 30.07.2016 03.08.2016 29.08.2016 31.10.2016 31.01.2017 and 28.03.2017.
Directors' Responsibility Statement :
Pursuant to the requirement under section 134(3) (c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
(i) in the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
(ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31 2017 and of the profitand loss of the company for that period;
(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(iv) the Directors had prepared the annual accounts on a going concern basis; and
(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Statutory Auditor :
The Statutory Auditor of the Company M/s Saketh Agarwal & Associates CharteredAccountants ( Firm Registration No.-329093E ) office at Opposite Heat Travel & ToursVidhyasagar Road Khalpara Siliguri- 734005 retire at the ensuing Annual General Meetingand have confirmed their eligibility and willingness to accept office if appointed. TheAudit Committee and the Board of
Directors recommends the appointment of M/s. Saketh Agarwal & Associates CharteredAccountants as the Auditors of the Company for a continuous period of 5( five ) yearssubject to ratification by the shareholders at every subsequent Annual General Meeting.
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 observations of the Auditors in the Report onAccounts read with the relevant notes are self explanatory and do not call for any furthercomments.
Auditors Report :
The Auditors' Report read with relevant Notes on Accounts are self explanatory and doesnot call for further clarification.
Internal Auditors :
The Board of Directors of your Company has re-appointed M/s. L.B. Prasad & Co.Charterad Accountants Siliguri ( Firm Registration No. 322661E ) as Internal Auditorspursuant to the provision of Section 138 of the Companies Act 2013 for the Financial Year2016-17.
Cost Auditors :
Pursuant to Section 148 of the Companies Act 2013 and subject to notification of rulesthereunder the Board of Directors on the recommendation of the Audit Committee hasappointed M/s. D. Sabyasachi & Co. ( Membership No. 00369) Cost Accountants Kolkataas the Cost Auditors of the Company for the Financial Year 2016-17. M/s. D. Sabyasachi& Co. have confirmed that their appointment is within the limits and they are freefrom any disqualifications as provided in section 141 of the Act.
Secretarial Audit :
The Board has appointed M/s. Rantu Das & Associates ( Membership No. 8437 )Practicing Company Secretary to conduct Secretarial Audit for the Financial Year 2016-17.The Report of the Secretarial Auditors is enclosed as Annexure-1 to this report. Thereport is self explanatory and does not call for any further comments.
The SEBI ( Listing Obligations and Disclosure Requirements ) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All applicable policies areavailable under the head policy on the Company's website: www.teestaagro.in. The policiesare reviewed periodically by the Board and updated based on need and new compliancerequirement.
Corporate Social Responsibility :
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
Contracts and Arrangements with Related parties :
Your Company has formulated Policy on Related Party Transaction ( RTP ) which isavailable on Company's website www.teestaagro.in. There were no transaction entered withrelated parties for the year under review. Thus disclosure required under section134(3)(h) of the Act in Form AOC-2 is not applicable to your company. Further there areno material related party transactions during the year under review with the promotersDirectors or Key managerial personnel.
Changes in nature of Business if any
There has been no change in the nature of business of the company. Your Companycontinues to be one of the leading manufacturers of Fertilizer in the country.
Material changes and commitments affecting the financial position of the Company
There have been no material changes and commitments affecting the financial position ofthe company between the end of the financial year to which the financial statements relateand the date of the report.
Particulars of loans guarantees or investments under section 186 :
The Company has not given loans guarantees or made investments.
Risk Management :
The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company's managementsystems organizational structures processes standards code of conduct and behaviorstogether form the Risk Management System (RMS) that manages associated risks.
The Company has introduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities.
Significant and material orders passed by the regulators
During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and the company'soperations.
Obligation under Sexual harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013 :
Internal Complaints Committee has been set up to redress complaints received regardingsexual harassment. All employees (permanent contractual temporary trainees) are coveredunder this policy.
The followings is a summary of sexual harassment complaints received and disposed offduring the year 2016-17.
No of complaints received : Nil
No of complaints disposed off : Nil
Board Evaluation :
The Company has devised a policy for performance evaluation of Independent Directorsand the Board which includes criteria for performance evaluation of the Non-executive andExecutive Directors.
Pursuant to the Provisions of the Companies Act 2013 and SEBI ( Listing Obligationsand Disclosure Requirements ) Regulations 2015 the formal annual evaluation was carriedout for the Board's own performance its Committees and Individual Directors.
A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board functioning including adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.
A separate exercise was carried out for the evaluation of Individual Directors (bothExecutive and Non Executive/Independent Directors) Board Committees and the Chairman. TheDirectors evaluation was broadly based on parameters such as meeting the expectation ofstakeholders guidance and review of corporate strategy risks participation andattendance at Board/Committee meetings interpersonal skills. The performance evaluationof the Chairman of the company was undertaken by the Independent Directors taking intoaccount the views of Executive Directors and Non-Executive Directors. The IndependentDirectors was assessed the quality quantity and timeliness of flow of information betweenthe company's management and the Board. The Directors expressed overall satisfaction onthe evaluation process. Based on the feedback of the Board Evaluation Process appropriatemeasures were taken to further improve the process and other aspects.
Particulars of Employee :
None of the employees employed during the year was in receipt of remuneration inaggregate of Rupees 10200000 or more per annum for the financial year 2016-17 or Rs.850000or more per month for any part of the Financial Year as set out in the Companies (Appointment and Remuneration of Managerial Personnel ) Rules 2014. Therefore no suchdetails have been provided or required under section 197(12) of the Companies Act 2013read with Rules 5(2) and 5(3) of the Companies ( Appointment and Remuneration ofManagerial Personnel ) Rules 2014.
Extracts of the Annual Return in Form-MGT-9 :
Pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1)of the Companies(Management and Administration) Rules 2014. Extract of Annual Return is Annexed asAnnexure-II.
Vigil Mechanism :
Pursuant to the requirement of the Section 177(9) of the Companies Act 2013 theCompany has established vigil mechanism which also incorporates a whistle blower policy interms of the Listing Agreement. Protected disclosures can be made by a whistle blowerthrough an e-mail or phone or letter to the Chairman of Audit Committee.
Internal Financial Controls :
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
Human Resources and Industrial Relations :
The industrial relations of the company with the personnel has continued to be cordialand amicable. Your Directors acknowledge and appreciate the efforts and dedication ofemployees to the company. Your Directors wish to place on record the co-operation receivedfrom the staffs and workers at all levels and at all units.
Particular of Conservation of energy technology absorption foreign exchange earningsand outgo :
Your company has directed its efforts to reduce energy costs by focusing on energysavings through the best optimization of operations on day to day basis. The company hasused fuels in appropriate mix to attain maximum savings.
As required under Companies (Accounts) Rules 2014 the particulars of energyconservation Technology Absorption and Foreign Exchange Earnings and outgo is given inthe prescribed format as an Annexure to the Report and marked as Annexure-III.
Your Directors take this opportunity to place on record their appreciation and sinceregratitude to the Government of India Government of West Bengal and the Bankers to theCompany for their valuable support and look forward to their continued co-operation in theyears to come.
Your Directors acknowledge the support and co-operation received from the employees andall those who have helped in the day to day management.
| ||For and on behalf of the Board of Directors || |
|Place: Kamrangaguri ||Paramdeep Singh ||Hardev Singh |
|Opp. Uttarkanya ||( Director ) ||( Managing Director ) |
|NH-31 Siliguri: 734005 || || |
|Dated : 25th. August 2017 || || |