| 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 |