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Company Information

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ASIAN TEA EXPORTS LTD.

14 May 2021 | 12:00

Industry >> Plantations - Tea & Coffee

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ISIN No INE822B01017 52Week High 22 Book Value (Rs.) 34.90 Face Value 10.00
Bookclosure 19/12/2020 52Week Low 5 EPS 2.77 P/E 5.79
Market Cap. 16.05 Cr. P/BV 0.46 Div Yield (%) 0.00 Market Lot 1.00

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2015-03 
Dear Members'

The Directors are pleased to present the Twenty Nineth Annual Report and the audited accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS                                        (Rs. in Lacs)

                                           For the year   For the year
                                          ended 2014-15  ended 2013-14

Sales and Other Income                         3,067.32       5,989.56

Profit before Taxation                            52.82          81.05
Provision for Taxation :

* Current                                         17.05          26.50

* Deferred                                       (3.98)         (2.67)

Profit after Taxation                             39.59          57.22
Expenses/(Income) pertaining to:

Previous year (net)                                                  -

Net Profit                                        39.59          57.22

Balance brought forward from 
Previous Year                                    799.38         742.16

Balance to be carried to next year                838.97        799.38
REVIEW OF OPERATIONS

During the year under review the company has recorded a turnover of Rs. 2,992.81 Lacs as compared to Rs. 5,884.17 Lacs in the Previous Year. The Company has recorded a net profit to the tune of Rs. 39.59 Lacs as compared to Rs. 57.22 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 annexed herewith.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the period under review the Company has not carried out any manufacturing activities, hence the disclosures required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with regard to energy and technology absorption are not applicable to the company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Sl.  Particulars                            2014-15        2013-14

1    Activities relating to export 
     taken to increase exports         Procured orders  Procured orders
                                       from new buyers  from new buyers

2    Total Foreign Exchange Earnings 
     (Rs. in Lacs)                          227.71          322.29

3    Used (Rs. in Lacs)                     127.51         1390.36
Note : Total Foreign exchange earnings during the year were of USD 0.37 Millions.

CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been over the years pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

BUSINESS RISK MANAGEMENT

The company has been following the principle of risk minimization since very long, thus required modification has been done as per Companies Act, 2013.

Therefore, in accordance with clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for developing, implementing and monitoring the risk management policy for the company.

The policy consists of identtfication of risk elements which may threaten the company such as Business risk, financial risk, fidelity risk, legal risk and many more and thus establishes a pro-active approach in structuring Risk Management policy so as to guide decision on risk related issues.

INTERNAL CONTROL AND THEIR ADEQUACY

The Internal control of the company lies with the Senior Management & Internal auditor who checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. In order to ensure that the acttvities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior of the company has adopted a vigil 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

At the 28th Annual General Meeting of the company held on 29th August, 2014 the Company had appointed Shri Chattar Singh Surana (DIN 00256209) and Shri Sushil Kumar Nevatia (DIN 06391023) as independent directors under the Companies Act, 2013 for 5 consecutive years for a term upto 31st March 2019.

All independent directors have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of listing agreement.

At a board meeting held on 27.04.2015 the board had appointed Shri Manash Kumar Banerjee (DIN: 07168868) as an Additional Director in the category of Independent Director.

Pursuant to provisions of the Companies Act, 2013 and the Articles of Association of the Company, Smt Rama Garg, Director of the Company retires by rotation and being eligible offers herself for re-appointment at the ensuing Annual General Meeting.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

During the year Eleven Board Meetings and two meeting of independent directors' were held. The details of which are given in Corporate Governance Report. The Provisions of Companies Act 2013 and listing agreement 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 Sanjay Choudhary     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 confirm that :

1. In preparation of the Annual Accounts, for the year ended 31st March 2015, the applicable Accounting Standards have been followed and that there are no material departures.

2. The Directors have, in the selection of Accounting Policies, consulted the statutory Auditor and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2015 and of the Profit and Loss for the financial year ended 31st March, 2015.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding 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 controls were adequate and were operating effectively.

6. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All material related party transactions that were entered into during the financial year were on an arm's length and were in the ordinary course of business. All Related Party 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 the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITIES

Particulars of loans, investments, guarantees & securities are provided in the standalone financial statements (Please refer to Note 11, 13, 14 & 18).

AUDITORS

Statutory Auditors

M/S Agarwal Kejriwal & Co, (Firm Registration No. 31612E), Chartered Accountants, have been appointed as statutory auditors of the Company at the last Annual General Meeting held on 29/08/2014 to hold office from the conclusion of 28th Annual General Meeting until the conclusion of the Thirty First (31st) Annual General Meeting subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. There are no adverse remarks or qualifications 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 has appointed Anjan Kumar Roy & Co. (CP No.: 4557, FCS 5684), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith.

Internal Auditors

M/s Dava and Associates, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee & Board of Directors from time to time.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement, reports on Corporate Governance together with the Auditors Certificate regarding 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 employees of the Company is as follows :

The particulars of the employees who are covered by the provisions contained in Rule 5(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, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 :

Sl.  Name of the              Remuneration       % increase in
No   Director/KMP             of Director/KMP   Remuneration in
                              for FY 2014-15       FY 2014-15
                              (Rs. in Lacs) 
 
1    Shri Hariram Garg,           15.00                -
     Managing Director

2    Shri Sunil Garg,              3.00                -
     Whole-time Director                              

3    Shri Rajesh Garg,             1.92                -
     Chief Financial Officer                  

4    Shri Anand Kumar Jha,         8.10                -
     Company Secretary

Sl.  Name of the              Ratio of             Comparison
No   Director/KMP             remuneration of        of the
                              each director/     remuneration of
                              to the median      the KMP against
                              remuneration of    the performance
                              employees          of the company
 
1    Shri Hariram Garg,           7.81
     Managing Director

2    Shri Sunil Garg,             1.56           Profit after tax
     Whole-time Director                           decreased by
                                                  30.80 % in FY
3    Shri Rajesh Garg,            1.00               2014-15.
     Chief Financial Officer  

4    Shri Anand Kumar Jha,        4.21
     Company Secretary
(i) The median remuneration of employees of the company during the financial year was Rs. 1.92 Lacs.

(ii) There were 7 employees on the rolls of the company as on 31.03.2015

The remuneration paid to all Key Managerial Personnel was in accordance with remuneration 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 2015-16 has been paid to them.

APPRECIATION

Your Directors place on record their deep appreciation for the continued assistance, support and co-operation extended to the Company by the Banks, Government departments, other 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 : 29th May, 2015                                          Chairman