As on: Dec 05, 2023 12:15 AM
The Board of Director`s Report
Dear Shareholders,
Your Directors are pleased to present the Thirty-Seventh Annual Report and the audited accounts for the year ended 31st March, 2023.
[All amounts in Rs. thousands unless otherwise stated]
REVIEW OF OPERATIONS
During the year under review the company has recorded a Turnover of Rs.3318.98 Lakh as compared to Rs.7298.81 Lakh in the Previous Year. The Company has recorded a net profit to the turnover of Rs. (42.74) Lakh as compared to Rs.57.90 Lakh in the previous year.
SHARE CAPITAL
The paid up capital of the Company is Rs.20,00,00,000/- Your Company has not issued any kind of shares during the financial year ended on 31st March, 2023. Thus there is no change in authorized, issued, subscribed and paid up share capital of the company.
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.
Note: Total Foreign exchange earnings during the year were of Nil
DEPOSITS
Your Company has not accepted any deposit during the year under review in terms of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 and there were no unpaid deposits with the Company.
DIVIDEND
The Board has not declared any dividend during this Financial Year 2022-23.
TRANSFER TO GENERAL RESERVE:
The Balance in Other Equity stands at Rs.2412.57 Lakhs (Previous year Rs.2454.26 Lakhs). The Company has transferred nil amount to General Reserve.
CERTIFICATIONS & RECOGNITIONS
In the past Asian Tea & Exports has been awarded the prestigious Niryat Shree Export Award by FIEO, Ministry of Commerce, Government of India for excellence in exports. Your Company is registered as a Medium Enterprise bearing UDYAM Registration No. UDYAM-WB-10-0009760 under Micro, Small and Medium Enterprises Development (MSMED) Act, 2006.
MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER REVIEW AND THE DATE OF THE REPORT
The Company, with the unanimous consent of the Committee be and is hereby accorded for acquisition of wholly owned subsidiary of the Company in the name of ‘Herbby Tea Plantations Private Limited' with an authorized share capital of Rs.10 lakhs (100000 equity shares of Rs.10/- each) and paid-up equity share capital of Rs.1 lakh (10,000 equity shares of Rs.10/- each) and that the Company along with its nominees do subscribe to 100% equity share capital of the wholly owned subsidiary company. "Apart from this, there were no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year to which the financial statements relate and the date of the report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations is set out in the annexure forming part of the Annual Report marked as Annexure "A".
CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance in accordance with the Listing Regulations, approved by the Board together with a Certificate from CS Prachi Todi, (CP No.22964, Membership No. ACS 53022) of M/s Prachi Todi, Practicing Company Secretaries of 46, East Topsia Road Arupota Kolkata-7000105 regarding compliance with the conditions of Corporate Governance are set out in the annexure forming part of the Annual Report marked as Annexure "B".
Your Company has taken adequate steps for strict compliance with Corporate Governance guidelines, as amended from time to time.
ANNUAL RETURN
In terms of Section 92(3) of the Act, the draft Annual Return for the financial year ended 31st March, 2023 is displayed on the website of the Company www.asianteaexports.com and forms an integral part of this Annual Report. The web link for the same ishttp://asianteaexports.com/annual-return.html.
BOARD MEETINGS
During the year under review 14 (fourteen) meetings of the Board of Directors were held on 06-04-2022,30-04-2022 ,30-05-2022 ,13-08-2022, 03-09-2022, 30-09-2022, 21-10-2022, 14-11-2022, 28-11-2022, 05-12-2022,24-01-2023, 08-02-2023, 13-03-2023 30-03-2023.
Apart from meeting of the Board of Directors, different committees met several times during the financial year ended 31st March, 2023.
DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES
ACT, 2013
The Directors hereby confirm that a) In the preparation of the annual accounts for the Financial Year ended 31st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) They had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the company for that period;
c) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) They had prepared the annual accounts on a going concern basis;
e) They had laid down internal financial controls relating to financial matters to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government u/s 118 (10) of the Act.
DECLARATION BY INDEPENDENT DIRECTORS
Independent Directors namely, Mr. Akhil Kumar Manglik (DIN: 01344949), Mr. Sushil Kumar Nevatia (DIN: 06391023) and Mr. Manish Jajodia (DIN: 02945372) have given declaration confirming that they comply with the requirements of Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board of Directors, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the
Company's Code of Conduct.
DIRECTORS
Mr. Ashok Chamaria, (DIN: 00445605), Non-Executive Independent Director of the Company resigned from the Board of Directors w.e.f. 29th September 2022 due to his health issue. Your Board of Directors places on record its sincere appreciation for the services rendered by him. Despite our best efforts to identify and engage potential independent directors, we encountered difficulties in finding individuals who possess the requisite qualifications, expertise, and alignment with our organizational values. We firmly believe that appointing the right candidate is essential for the effective functioning of the board and for safeguarding the interests of our stakeholders. Mr. Manish Jajodia (Din: 02945372) Non Executive Independent Director was identified in December, 2022. However, due to his preoccupation he requested us to effect his appointment from 30th March, 2023.
In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association, Mr. Sunil Garg (Din:00216155) retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself, for re-appointment in compliance with the provisions of the Companies Act, 2013. Brief resume of Mr. Sunil Garg, nature of his expertise in specific functional areas and details of his directorship and membership/c chairmanship of Board/ Committees, as stipulated under Listing Regulations has been provided in the Annexure to the Notice of the 37th AGM of the Company.
KEY MANAGERIAL PERSONNELS
The following persons were the Key Managerial Personnel's (KMP) of the Company in compliance with the provisions of the Companies Act, 2013:
a) Mr. Hariram Garg, (DIN: 00216053), Managing Director b) Mr. Rajesh Garg, Chief Financial Officer c) Ms. Annu Jain, Company Secretary
Remuneration and other details of the KMP's for the year ended 31st March, 2023 are mentioned in the Annual Return which forms an integral part of this Report and is available on the Company's website viz., www.asianteaexports.com.
NOMINATION & REMUNERATION POLICY
Pursuant to Section 178(3) of the Companies Act, 2013, Nomination and Remuneration Committee
("NRC") formulated the criteria for determining qualification, positive attributes and independence of a director. The Committee has also recommended to the Board a policy relating to the remuneration for directors, key managerial personnel, Senior Management of the Company and other employees. The policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy alsoprovides for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidate.
The details of the Nomination and Remuneration Policy is available at the website of the company www.asianteaexports.com. The weblink for the same is http://asianteaexports.com/corporate-code-of-conduct-&-policies.html .
BOARD EVALUATION
The Companies Act, 2013 states that formal evaluation needs to be done by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. Listing Regulations vide Regulation 25(3) requires a meeting of Independent Directors to evaluate the performance of the Non - Independent directors.
Accordingly, a meeting of the Independent Directors was held on 30thMarch, 2023 wherein the performance of the non-independent directors, including the Chairman were evaluated. The annual performance evaluation of all the directors and the Board as a whole were conducted based on the criteria and framework adopted by the Board. The Board of Directors expressed their satisfaction with the evaluation process. The evaluation process has been explained in the Corporate Governance Report section in this Annual Report. The NRC has also reviewed the performance of individual directors based on their knowledge, preparation, effective participation in meetings, understanding of their roles as director etc.
AUDITORS Statutory Auditors
At the 36th Annual General Meeting held on 29/09/2022 M/s. Agarwal Kejriwal & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company to hold office till the conclusion of 41st Annual General Meeting to be held in 2027. Their period of office expires at the conclusion of this AGM. They being eligible Board recommends to appoint term for 2 term of 5 years. Company has received Eligibility certificate from the statutory auditor to the effect that they do not suffer from any disqualification as laid down in Companies Act, 2013.
Secretarial Auditor
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
CS Prachi Todi. (CP No. 22964), ACS 53022), Company Secretaries for conducting secretarial audit of the company for the financial year 2022-23.
The report of the Secretarial Auditors for the Financial Year 2022-23 in Form MR-3 is annexed herewith as "Annexure C" to this report. The report is self-explanatory and does not call for any further comments. The requirement of Annual Secretarial Compliance Audit under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No.: CIR/CFD/CMD1/27/2019 dated 08.02.2019 is applicable to the Company during the year under review. Pursuant to Regulation 24(A) of SEBI listing Regulations, the Company has obtained annual secretarial compliance report from Ms Prachi Todi. (CP No. 22964), ACS 53022) Company Secretary in Practice, Kolkata and the same will be submitted to the stock exchanges within the prescribed time limits. Sarita Nupur Vyapar Private Limited, material subsidiary of the Company has obtained secretarial audit report from a practicing company secretary and with no other remarks as annexed in the reports.
Internal Auditor
M/s Arya Agarwal & Associates, Chartered Accountants performs the duties of internal auditor of the company and their reports reviewed by the audit committee & Board of Director from time to time.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the
Board's Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or provided any guarantees under Section 186(1) of the Companies Act, 2013. However, the details of Investments under Section 186(1) of the Companies Act, 2013 have been provided at Notes to the Accounts of the Financial Statements for the year ended 31st March, 2023.
PARTICULARS OF RELATED PARTY TRANSACTIONS
During the year there were no material related party transactions with the promoters, the directors or the management, their subsidiaries or relatives etc. by your Company that may have a potential conflict with the interest of the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC- 2 is not applicable to your Company. All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval is obtained on a yearly basis for transactions which are of repetitive nature.
The Company has formulated a policy on Related Party Transactions. The weblink of the policy is http://asianteaexports.com/corporate-code-of-conduct-&-policies.html. All the related party transactions entered during the Financial Year 2022-23 were in the ordinary course of the business and on arm's length basis, details of which have been provided in the Notes to the Accounts.
Disclosures of transactions of the Company with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company
The disclosures of transactions of the Company with any person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company is given in Note No. 36 of the Notes to the Financial Statements.
COST AUDIT
In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 the Company was not required to appoint Cost Auditor to audit the cost records of the applicable products of the Company.
PARTICULARS OF EMPLOYEES
The Company had no employee who were in receipt of more than Rs.1.02 Crores per annum during the year ended 31st March, 2023 or of more than Rs.8.5 Lakhs per month during any part thereof. However, the information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1), 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
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:
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, 2016:
(In Thousands)
Name of the Director/KMP Hariram Garg,
Remuneration of Director/ KMP for F.Y. 2022-23 (Rs. in thousand) Nil
% of Increase/ (decrease) in Remuneratio n in F.Y. 2022-23
Ratio of remuneration of each director/to the median remuneration of employees
Comparison of the remuneration of the KMP against the performance of the company Loss after tax
1. Executive director other than Managing Director, Non-Executive /Independent Directors have been paid sitting fees only for meetings attended by them and hence not comparable to the median remuneration.
2. Remuneration paid during the year ended 31st March, 2023 is as per the Nomination & Remuneration Policy of the Company.
3. The median remuneration of employees of the company during the financial year was Rs.2722.86 in thousands.
4. There were 9 employees on the rolls of the company as on 31.03.2023.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an adequate system of internal control procedures which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with the size and nature of business. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against losses and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company were monitored and evaluated by the internal auditor and their audit report was periodically reviewed by the Audit Committee. The observations and comments of the Audit Committee are placed before the Board and suitable steps are taken to strengthen the controls.
CORPORATE SOCIAL RESPONSIBILITY
The provision of section 135(1) of Companies Act 2013 i.e., Corporate Social Responsibility is not applicable on your company. Therefore, your company has not constituted CSR committee.
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 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 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.
VIGIL MECHANISM
The company has adopted a Whistle Blower Policy, as a part of Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, includes an Ethics & Compliance Task Force comprising senior executives of the Company. In order to ensure that the activities 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 web link: http://www.asianteaexports.com/whistle-blower-policy.pdf.
OPENING OF SUSPENSE ESCROW DEMAT ACCOUNT
In accordance with SEBI Circular dated 25th January, 2022 a separate Suspense Escrow Demat Account has been opened with a Depository Participant for crediting shares which have not been dematerialized by the shareholders within 120 days from the date of issue of Letter of Confirmation to them. There is zero number of shares lying in the aforesaid account as on 31st March, 2023
INSIDER TRADING & STRUCTURED DIGITAL DATABASE
The Company has implemented the Code of Internal Procedure & Conduct as required under the extant SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company has also in existence a Structured Digital Database as mandated under the above Regulations.
NAME OF COMPANIES WHICH HAVE CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
One of the associate company "Indong Tea Company Limited" is ceased to be an associated company at the end of the financial year 31st March 2023.
DETAILS OFSUBSIDIARY/JOINT-VENTURE/ASSOCIATE COMPANIES:
1. Indong Tea Company Ltd. is ceased to be an associates company by virtue of its shareholding. This company come with an IPO in BSE SME on 21-02-2023.
2. The company is wholly owned subsidiary after being acquisition of its shares as on 21.10.2022
DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts.
ONE-TIME SETTLEMENT WITH BANKS OR LENDING INSTITUTIONS, IF ANY
During the year under review, the Company has not entered into any one-time settlement with Banks or lending institutions.
ACKNOWLEDGEMENT
The Directors place on record their sincere appreciation for the assistance and co-operation extended by Banks, its employees, its investors and all other associates and look forward to continue fruitful association with all business partners of the Company
For and on Behalf of the Board