As on: Jun 01, 2023 11:43 PM
The Board of Director's Report
Dear Shareholders,
Your Directors are pleased to present the Thirty-Six Annual Report and the audited accounts for the year ended 31st March, 2022.
[All amounts in Rs, thousands unless otherwise stated]
REVIEW OF OPERATIONS
During the year under review the company has recorded a Turnover of Rs. 7298.81 Lakh as compared to Rs 9295.52 Lakh in the Previous Year. The Company has recorded a net profit to the tunover of Rs. 57.90 Lakh as compared to Rs. 71.67 Lakh 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 to this report as Annexure I and the weblink for it is https://www.asianteaexports.com/mgt-9.html
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
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 as it has decided to capitalize the profits of the Company of this Financial Year 2021-22, for the growth of the Company.
TRANSFER TO GENERAL RESERVE:
The Company proposes not to transfer any funds to the General Reserve for the financial year 202122.
FUTURE OUTLOOK:
Outlook remains stable for the current year.
CHANGE IN NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business of the Company.
SHARE CAPITAL
The Paid-up Share Capital as on 31st March 2022 was Rs. 20,00,00,000 comprising 2,00,00,000 equity shares of Rs. 10 each. During the year under review, the Company has issued Right Shares of 1,00,00,000 equity shares with same voting rights the final letter of offer dated 01-11-2022, the same trading approval was received on 14-12-2022. The Company has neither issued shares for employees' stock options nor as sweat equity and does not have any scheme to fund its employees to purchase the shares of the Company.
CORPORATE SOCIAL RESPONSIBILITY
The provision of section 135(1) of CompaniesAct 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.
The policy consists of identification 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 Indian Accounting Standards for properly maintaining the books of accounts and reporting financial statements.
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 link: http://www.asianteaexports.com/whistle-blower-policy.pdf.
DIRECTORS AND KEY MANAGERIAL PERSONNEL.
As per provisions of Section 152 of the Companies Act, 2013, Mr. Sunil Garg (DIN 00216155) retires by rotation and being eligible offers himself for reappointment.
As per provisions of Section 152 of the Companies Act, 2013, In December 29th 2021 Mr. Manash Kumar Banerjee was resigned from the post of Independent Director subject to take note of resignation passed ordinary resolution with the power and discretion of Board.
The independent directors have submitted the declaration of independence as required under Section 149 of the Companies Act, 2013 and the Board is of the opinion that they are independent within the meaning of the said requirement of the Act.
None of the Directors of the Company suffers from any disqualification under Section 164(2) of the Companies Act, 2013 and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and Listing Regulations.
There was change in the Key Managerial Personnel of the Company. In 28th July 2021 Ms. Annu Jain, Company Secretary is appointment in place of resignation tendered by Mrs. Rashi Nagori Mehta, Company Secretary of the Company.
DECLARATION OF INDEPENDENCE
The Company has received necessary declarations from each Independent Directors of the Company pursuant to provisions of Section 149(7), confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.
Your Company has also received necessary declaration from all the directors, as enumerated in section 164(2) and 184(1) of the Companies Act, 2013.
BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and Regulation 4(2)(f)(ii)(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 Nineteen Board Meetings and 1 meeting of independent directors were held. The details of which are given in Corporate Governance Report. The Provisions of Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were adhered to while considering the time gap between meetings.
AUDIT COMMITTEE
The company is having an audit committee comprising of the following directors:
NOMINATION AND REMUNERATION COMMITTEE
*The committee is reconstituted on 10-12-2021 appointed Mr. Akhil Kumar Manglik as a Chairman and Mr. Manash Kumar Banerjee ceased to be member dated 29-12-2021.
STAKEHOLDERS RELATIONSHIP COMMITTEE
SHARE TRANSFER & INVESTOR GRIEVANCE COMMITTEE
RIGHT ISSUE COMMITTEE
* The committee has been dissolved dated 06-04-2022.
ANNUAL EVALAUTION OF BOARD OF DIRECTORS, COMMITEES OF THE BOARD AND INDEPENDENT DIRECTORS:
The evaluation framework for assessing the performance of Directors comprises the following key areas:
• Attendance at Board Meetings and Committee Meetings;
• Quality of contribution to Board deliberations;
• Strategic perspectives or inputs regarding future growth of Company and its performance;
• Providing perspectives and feedback going beyond information provided by the management;
• Commitment to shareholder and other stakeholder interests.
The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.
The Directors expressed their satisfaction over the evaluation process.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:
In preparation of the Annual Accounts, for the year ended 31st March 2022, the applicable Accounting Standards have been followed and that there are no material departures.
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 2022 and of the Profit and Loss for the financial year ended 31st March, 2022.
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.
The Directors have prepared the Annual Accounts on Going Concern basis.
Proper Internal financial controls were in place and that the financial controls were adequate and were operating effectively.
Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
RELATED PARTY TRANSACTIONS
There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interests of the Company at large. All related party transactions are placed before the Audit Committee and the Board for approval, if applicable. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are verified by the Internal Auditor and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their 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 Contracts or Arrangements with Related Parties referred to in Section 188(1) of the Companies Act 2013, in the prescribed form AOC-2 is appended as Annexure-II to the Board's Report.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITIES
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the financial statement. (Please refer to Note 3, 4, & 13).
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material change and commitment affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of the report.
DETAILS OFSUBSIDIARY/JOINT-VENTURE/ASSOCIATE COMPANIES:
AUDITORS
STATUTORY AUDITORS
M/s Agarwal Kejriwal & CO, Chartered Accountants recommended to be appointed as Statutory Auditors of the company at the upcoming 36st Annual General Meeting to be held on 29th September, 2022 to hold office from the conclusion of the ensuing Annual General Meeting till the Conclusion of 41th Annual General Meeting of the company at a remuneration to be fixed by the Board, in place of M/s Kaushal Surana & Co. whose tenure is completed. However, as per the recent amendment of Section 139 of the Companies Act, 2013, which have been made effective from 07th May, 2018, ratification of the appointment of the auditor is no longer required. Hence the same is not proposed at the ensuing Annual General Meeting. Pursuant to sections 139 & 141 of the Companies Act, 2013 read with Rule 5 of the Companies (Audit & Auditors) Rules 2014 the Statutory Auditors have furnished a certificate of their eligibility and consent to continue as Statutory Auditors of your Company for the F.Y.2022-23.
Further, the Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the 'Peer Review Board' of ICAI. The Auditors' Report received from the Kaushal Surana & Co. on the accounts for the year ended 31st March, 2022 does not contain any qualification, adverse remark or observation.
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 Ms Prachi Todi. (CP No. 22964), ACS 53022), Company Secretaries for conducting secretarial audit of the company for the financial year 2021-22.
The report of the Secretarial Auditors for the Financial Year 2021-22 in Form MR-3 is annexed herewith as "Annexure III" to this report. The report is self-explanatory and does not call for any further comments.
ANNUAL SECRETARIAL COMPLIANCE AUDIT:
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 Pvt Ltd, 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/Arya Agarwal & 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 Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, reports on Corporate Governance together with the Auditors Certificate regarding the compliance of conditions of corporate governance are annexed as Annexure IV.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.
The Company has less than 10 women employees and as such no details are required to be furnished in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Your Company is also not required to constitute the Internal Complaints Committee as per the above referred Act.
During the financial year 2021-22, no complaint of sexual harassment has been received by the Company.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
During the year, your company maintained harmonious and cordial Industrial Relations.
Your Directors acknowledge and appreciate the efforts and dedication of employees of the company.
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:
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:
• Ms Annu Jain is appointed on 28-07-2021 accordingly data is not comparable.
i. The median remuneration of employees of the company during the financial year was Rs 238.73 Lakh.
ii. There were 6 employees on the rolls of the company as on 31.03.2022.
iii. It is hereby affirmed that the remuneration paid is as per the Nomination & Remuneration Policy of the Company.
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:
• Employed throughout the year: Nil
• Employed for part of the year: Ms. Annu Jain has been appointed as Company Secretary in place of Mrs. Rashi Nagori Mehta who resigned due to personal reason on 28.07.2021.
The remuneration paid to all Key Managerial personnel was in accordance with remuneration policy adopted by the company.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Companies Act, 2013, the Company is not required to transfer any amount to Investor Protection and Education Fund as the Company has not declared any Dividend and as such there is no amount of dividend which was due and payable and remained unclaimed and unpaid for a period of seven years.
POLICIES:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All applicable policies are available on the website of the Company at https://www.asianteaexports.com/corporate-code-of-conduct-&-
policies.html. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with Regulation 34(2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the annual report and marked as "Annexure V".
COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS
The Board of Directors of the Company hereby confirms that your Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.
ACKNOWLEDGEMENT
Your Director's take this opportunity to thank the Financial Institutions, Banks, Central and State Governments authorities, Regulatory authorities, Stock Exchanges and all the various esteemed stakeholders for their continued co-operation and support to the Company.
Your Director's wish to convey their sincere appreciation to all of the Company's employees and workers at all level for their enormous personal efforts as well as their collective contribution to the Company's performance.