Asian Tea Exports Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors are pleased to present their 39^th Annual Report and the audited financial statements for the year ended 31^st March, 2025.

1. FINANCIAL SUMMARY

(Rs In Lakhs)
Particulars	Standalone		Consolidated
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from Operation	5,091.76	3,430.76	5,355.03	4,188.41
Other income	164.59	268.87	210.70	256.85
Total Income	5,256.35	3,699.63	5,565.73	4,445.26
Profit before depreciation, finance costs and provision for exceptional items	199.55	195.23	310.33	246.49
Less: Finance Cost	167.86	159.09	212.33	208.61
Less: Depreciation	3.30	6.33	33.05	24.41
Operating Profit before Exceptional Items	28.40	29.81	64.95	13.47
Less: Exceptional Items	-	-	-	-
Profit/ (Loss) Before Taxation	28.40	29.81	64.95	13.47
Less: Provision for Tax
- Current Tax	7.15		7.81	0.52
- Deferred Tax	(0.04)	1.19	3.78	3.13
- Taxes for Earlier Years	3.39	-	3.39	0.26
Profit/ (Loss) for the year	17.89	28.62	49.97	9.56
Other Comprehensive Income / (Loss) for the year (Net of tax)	1.15	1.44	1.15	1.44
Total Comprehensive Income/ (Loss) for the year	19.03	30.06	51.12	11.00

2. OPERATIONAL PERFORMANCE REVIEW

During the year under review the company has recorded a Standalone Turnover of Rs. 5,091.76 Lakhs as compared to Rs 3,430.76 Lakhs in the Previous Year. The Company has recorded a Standalone net profit of Rs. 17.89 Lakh as compared to Rs. 28.62 Lakh in the previous year. Further, Consolidated Turnover of Rs. 5,355.03 Lakhs as compared to Rs. 4,188.41 Lakhs in the Previous Year. The Company has recorded a Standalone net profit of Rs. 49.97 Lakh as compared to Rs. 9.56 Lakh in the previous year.

3. DIVIIDEND

The Board has not declared any dividend for the financial year 2024-25 as it has decided to capitalize the profits of the Company of this Financial Year for the growth of the Company.

4. SHARE CAPITAL

As on 31^st March, 2025, the issued, subscribed and paid-up share capital of your Company stood at Rs. 24,94,18,000 comprising of 2,49,41,800 of Equity Shares of Rs. 10/- each. During the year under review, 49,41,800 Equity shares of Face Value of Rs. 10/- each were allotted on preferential basis vide Board Resolution dated 15^th February, 2025 pursuant to the provisions of Section 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 read with relevant rules made thereunder (including any statutory modification(s) thereto or re-enactment thereof for the time being in force), enabling provisions of the Memorandum of Association and the Articles of Association of the Company, and in accordance with the guidelines, rules and regulations of the Securities and Exchange Board of India ("SEBI"), including applicable regulations of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), as amended from time to time, and pursuant to shareholders'' resolution dated 08^th January, 2025, and in-principal approval received from BSE Limited on 31^st January, 2025.

To facilitate the aforesaid Preferential Allotment, the Authorised Share Capital of the Company was increased from Rs. 30,00,00,000/- (Rupees Thirty Crores Only) divided into 3,00,00,000 (Three Crores) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 32,00,00,000/- (Rupees Thirty-Two Crores Only) divided into 3,20,00,000 (Three Crores Twenty Lakhs) equity shares of Rs. 10/- (Rupees Ten only) each ranking pari-passu with the existing equity shares of the Company vide Special Resolution at the at the Extra-Ordinary General Meeting of the Members held on 8^th January, 2025.

5. TRANSFER TO GENERAL RESERVE

The Balance in Standalone Other Equity stands at Rs. 2,906.42 Lakhs (P.Y Rs. 2,442.62 Lakhs). The Company has transferred nil amount to General Reserve.

6. MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER REVIEW AND THE DATE OF THE REPORT

No material changes 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 except as below: -

Issuance of Equity Shares on a Preferential Basis

The Company vide special resolution passed at the Extra Ordinary General Meeting held on 08^th January, 2025 accorded its approval to offer, issue and allot from time to time in one or more tranches, up to 90,00,000 (Ninety Lakhs) fully paid-up equity shares of face value of Rs. 10/- each at a price of Rs. 19/- (Rupees Nineteen only) each payable in cash ("Issue Price"), for a total consideration of up to Rs. 17,10,00,000 (Rupees Seventeen Crores Ten Lakhs only), determined in accordance with the provisions of Chapter V of SEBI ICDR Regulations, 2018 and subsequent amendment thereto, to 22 identified persons specified as Proposed Allottees comprising of Promotes, Promoter Group & Public on a Preferential Basis pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, as amended (the "Act"), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made

thereunder (including any statutory modification(s) or re-enactment(s) thereof), for the time being in force, and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "SEBI ICDR Regulations") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations") and the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 (the "SEBI Takeover Regulations").The in-principal approval for the aforesaid issue received from BSE Limited (Stock Exchange) on 31^st January, 2025.

Thereafter, the Board of Directors of the Company vide resolution passed at its meeting held on 15^th February, 2025 approved the allotment of 49,41,800 Equity shares of Face Value of Rs. 10/-each at a price of Rs. 19/- per equity share to 18 Proposed Allottees on Preferential Basis upon receipt of an amount aggregating to Rs. 9,38,94,200/-. The said securities have been listed on BSE Limited (Stock Exchange) for trading with effect from 04^th July, 2025.

Increase in Authorised Share Capital

Your company has increased the Authorised Share Capital of the Company from Rs. 30,00,00,000/- (Rupees Thirty Crores Only) divided into 3,00,00,000 (Three Crores) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 32,00,00,000/- (Rupees Thirty-Two Crores Only) divided into 3,20,00,000 (Three Crores Twenty Lakhs) equity shares of Rs. 10/- (Rupees Ten only) each ranking pari-passu with the existing equity shares of the Company vide Special Resolution at the at the Extra-Ordinary General Meeting of the Members held on 8^th January, 2025.

7. 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.

8. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company.

9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

During the period under review the disclosures required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with regard to energy and technology absorption are not applicable to the company as the Company is engaged in the trading activities. Further, the foreign exchange earnings and outgo for the financial year ended 31^st March, 2025 is as follows:

FOREIGN EXCHANGE EARNINGS AND OUTGO: Total Foreign exchange earnings & outgo during the year were Nil

10. CERTIFICATIONS & RECOGNITIONS

• 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.

• In the past Asian Tea & Exports Ltd has been awarded the prestigious Niryat Shree Export Award by FIEO, Ministry of Commerce, and Government of India for excellence in exports.

11. 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 applicable Law/Regulations, 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 proactive approach in structuring Risk Management policy so as to guide decision on risk related issues.

12. INTERNAL FINANCE CONTROL AND THEIR ADEQUACY

According to Section 134(5) (e) of the Companies Act, 2013, the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The Company is following all the applicable Indian Accounting Standards for properly maintaining the books of accounts and reporting financial statements. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level. The compliance relating to Internal Financial controls have been duly certified by the statutory auditors.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Director

• The Directors of the company as on 31-03-2025 are as follows:

Name of Directors	Category
Mr. Hariram Garg	Managing Director
Mr. Sunil Garg	Non-Executive Non-Independent Director
Mrs. Rama Garg	Non-Executive Non-Independent Women Director
Mr. Akhil Kumar Manglik	Non-Executive Independent Director
Mr. Rajnish Kumar Kansal	Non-Executive Independent Director
Mr. Manish Jajodia	Non-Executive Independent Director

• Mr. Sushil Kumar Nevatia (DIN: 06391023), Non-Executive Independent Director of the Company on completion of tenure of consecutive two terms has ceased to be director of the company w.e.f. 20^th July 2024.

• At the board meeting held on 27^th June 2024, Mr. Rajnish Kumar Kansal (DIN: 00285546) is appointed as an Additional Non-Executive Independent Director and was regularised as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a term of 5 (Five) consecutive years commencing from 27^th June, 2024 till 26^th June, 2029 at the 38^th Annual General Meeting of the Company held on 24^th September, 2024. The said independent director had given a declaration that he meets 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.

• The designation of Mr. Sunil Garg (DIN: 00216155) was changed from Executive Director to Non-executive Director, liable to retire by rotation, by Special Resolution passed at the 38^th Annual General Meeting of the Company held on 24^th September, 2024.

• The Independent directors have submitted their 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.

• 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.

• 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/chairmanship of Board/ Committees, as stipulated under Listing Regulations has been provided in the Annexure to the Notice of the 38th AGM of the Company.

• 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.

B. Key Managerial Personnel''s

The following persons are the Key Managerial Personnel''s (KMP) of the Company in compliance with the provisions of the Companies Act, 2013:

Name of KMP	Designation
Mr. Hariram Garg	Managing Director
Mr. Rajesh Garg	Chief Financial Officer
Mrs. Anjali Shaw #	Company Secretary and Compliance Officer (Upto 15-07-2025)

# Mrs. Anjali Shaw has resigned as the Company Secretary and Compliance Officer of the Company w.e.f. the closure of business hours of 15^th July, 2025. The Company is in process of filling up the vacancy of Company Secretary and Compliance Officer as caused by the aforesaid resignation within the time limit as specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Remuneration and other details of the KMP''s for the year ended 31^st March, 2025 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.

14. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 with respect to Directors'' Responsibility

Statement, the Directors hereby confirm that -

a) In the preparation of the Annual Accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) 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 31^st March 2025 and of the Profit and Loss for the financial year ended 31^st March, 2025.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a ''going concern'' basis.

e) The Directors have 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) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. 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.

16. CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 i.e. Corporate Social Responsibility is not applicable to the company. Therefore, your company has neither implemented any Corporate Social Responsibility Initiatives nor constituted any CSR committee.

17. CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance in accordance with the Listing Regulations, approved by the Board together with a Certificate from Ms. Puja Pujari, (CP No.20171, Membership No. FCS 13102), Proprietor of M/s Puja Pujari & Associates, Practicing Company Secretary of Rishra, BL-A9, 2^nd Floor, Rishra, West Bengal-712203 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.

18. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, for prevention and redressal of complaints of sexual harassment at workplace. The Internal Complaints Committee, which has been constituted as per the aforesaid policy, reports to the Audit Committee of the Board of Directors of the Company on the complaints received and action taken by it during the financial year.

The following are the summary of the complaints received and disposed of during financial year 2024-2025:

Number of sexual harassment complaints received during the financial year	Number of complaints disposed off during the year	Number of complaints pending for more than 90 days
Nil	Nil	Nil

19. ANNUAL RETURN

In terms of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended 31^st March, 2025 is displayed on the website of the Company www.asianteaexports.com.

20. MEETINGS OF THE BOARD / COMMITTEE / GENERAL MEETINGA. Board Meetings

During the year under review 13 (Thirteen) meetings of the Board of Directors were held on 20-04-2024, 30-05-2024, 27-06-2024, 20-07-2024, 13-08-2024, 28-08-2024, 20-09-2024, 1411-2024, 09-12-2024, 02-01-2025, 07-02-2025, 15-02-2025 and 11-03-2025. The details about the meeting have been provided in the Corporate Governance which is annexed to this Report.

B. Committee Meetings

I. Audit Committee

The Audit Committee met 6 times during the financial year 2024-25. Section 177 of the Companies Act 2013 of Companies Act 2013 and other applicable law/Regulations were adhered to while considering the time gap between meetings. The details have been provided in the Corporate Governance which is annexed to this Report.

II. Nomination & Remuneration Committee

The Nomination and Remuneration Committee met 3 (Three) times during the financial year 2024-25. Section 178 of the Companies Act 2013 and other applicable law/Regulations were adhered to while considering the time gap between meetings. The details have been provided in the Corporate Governance which is annexed to this Report.

III. Stakeholders Relationship Committee

The Stakeholder Committee met 2 (Two) times during the financial year 2024-25. Section 178 of the Companies Act 2013 and other applicable law/Regulations were adhered to while considering the time gap between meetings. The details have been provided in the Corporate Governance which is annexed to this Report.

IV. Share Transfer and Investor Grievance Committee

The Share Transfer and Investor Grievance Committee met 1 time during the financial year 2023-24. The details have been provided in the Corporate Governance which is annexed to this Report.

C. Annual General Meeting

During the year Annual General Meeting of the Members was held on 24-09-2024. The details have been provided in the Corporate Governance which is annexed to this Report.

D. Extra Ordinary General Meeting

During the year 1 (One) Extra Ordinary General Meeting of the Members was held on 08-012025. The details have been provided in the Corporate Governance which is annexed to this Report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 have been provided in the Financial Statements for the year ended 31^st March, 2025.

22. AUDITORS

A. Statutory Auditors

At the 36^th Annual General Meeting held on 29-09-2022, M/s. Agarwal Kejriwal & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company for a term of 5 years to hold office till the conclusion of 41^st Annual General Meeting to be held in 2027.

Pursuant to Regulation 33(1)(d) of the Listing Regulations, the Auditors have confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) and are otherwise not disqualified under any provisions of the Act and rules made thereunder.

The Statutory Auditor''s Report for FY 2024-25 forms part of this Annual Report. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not have any matter to report under Section 143(12) of the Act and hence no details thereof is required to be disclosed under Section 134(3) of the Companies Act, 2013.

B. 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 M/s. Puja Pujari & Associates, Proprietor - CS Puja Pujari (FCS No 13102, COP -20171) Practicing Company Secretaries, for conducting secretarial audit of the company for the financial year 2024-25. The report of the Secretarial Auditors for the Financial Year 202425 in Form MR-3 is annexed herewith as "Annexure C" to this report. The report is selfexplanatory and does not call for any further comments.

During the current financial year 2025-26, the Board on recommendation of the Audit Committee, has accorded its consent to the re-appointment of M/s. Puja Pujari & Associates, Proprietor - CS Puja Pujari (FCS No 13102, COP - 20171) Practicing Company Secretaries, as the Secretarial Auditor of the company for the term of 5 (five) consecutive years commencing from Financial Year 2025-26 till Financial Year 2029-30 subject to the approval of Members of the Company at the ensuing 39th Annual General Meeting (AGM) to be held on 22nd September, 2025, on such remuneration as may be fixed by the directors in consultation with the Audit Committee pursuant to provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendments, modifications, variations, or re-enactments thereof.

C. Annual Secretarial Compliance Report

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 M/s. Puja Pujari & Associates, Proprietor - CS Puja Pujari (FCS No 13102, COP - 20171) Practicing Company Secretaries and the same was submitted to the stock exchanges within the prescribed time limits. Greenol Laboratories Pvt. Ltd. and Sarita Nupur Vyapar Pvt. Ltd., material subsidiaries of the Company had obtained secretarial audit report from the practicing company secretary with no other remarks as annexed in the reports.

D. Internal Auditor

M/s Arya Agarwal & Associates, (FRN No: 329343E), Proprietor - CA Sumedha Arya Agarwal (M. No 300716) Practicing Chartered Accountants performs the duties of Internal Auditors of the company for the financial year 2024-25 and their report submitted is reviewed by the Audit Committee & Board of Directors from time to time.

E. 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.

23. EXPLANATION ON AUDITOR''S REMARKS

The Notes to Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments. The Auditors'' report does not contain any qualification, reservation or adverse remark. Instead of that an opinion para has been inserted in the para of Key Audit matters in the Audit Report.

24. 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.

25. 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.

26. POLICIES

All applicable policies are available on the website of the Company at http://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.

27. 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. 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 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 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 related party transactions entered during the Financial Year 2024-25 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.

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. 37 of the Notes to the Financial Statements.

28. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

No material changes and commitment affecting the financial position of the Company have occurred during the financial year to which the financial statements at the end of the financial year 31^st March, 2025.

Details of Subsidiary/Joint-Venture/Associate Companies:
Subsidiaries	Associates
1. Greenol Laboratories Pvt. Ltd.	1. Kesavatsapur Tea Co. Pvt. Ltd
2. Sarita Nupur Vyapar Pvt. Ltd	2. Asian Tea Co. Pvt. Ltd
3. Herbby Tea Plantations Pvt. Ltd.	3. Hurdeodass Co. Pvt. Ltd

29. 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.

30. 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 31^st March, 2025 or of more than Rs 8.50 Lakhs per month during any part thereof. However, 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:

Sl. No	Name of the Director/ KMP	Remuneration of Director/ KMP for F.Y. 2024-25 (Rs. in lakhs)	% of Increase/ (decrease) in Remuneration in F.Y. 202425	Ratio of remuneration of each director/ to the median remuneration of employees
1	Hariram Garg, Managing Director	Nil	Nil	N.A.
2	Rajesh Garg, Chief Financial Officer	2.79 (P.Y. 2.64)	Nil	1.56:1
3	Anjali Shaw, Company Secretary*	4.54 (P.Y. 4.32)	*	*
*Note: - In the last F.Y. 2023-24 Mrs. Anjali Shaw has been appointed on 01.12.2023, so comparison in current F.Y. with previous year not possible.

1. The median remuneration of employees of the company during the financial year was Rs. 2.83 lakhs

2. There were 9 employees on the rolls of the company as on 31-03-2025

3. Remuneration paid during the year ended 31st March, 2025 is as per the Nomination & Remuneration Policy of the Company

31. ETAILS 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.

32. 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.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the period under review no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

34. WEBSITE OF THE COMPANY

Your Company maintains a website "www.asianteaexports.com" where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

35. GREEN INITIATIVE

As a responsible corporate citizen, the Company supports the ''Green Initiative'' undertaken by the Ministry of Corporate Affairs, Government of India, enabling the service of documents including the Annual Report consisting of Notice, Accounts and other relevant Reports through the electronic mode. Shareholders holding shares in physical form are requested to register/update their e-mail address with the Company''s Registrar and Share Transfer Agent, M/s. S.K. Infosolutions Pvt. Ltd.

Shareholders who have not registered their e-mail addresses so far are requested to follow the procedure as mentioned in the Note to the Notice calling AGM to receive the Annual Report & the Notice of the AGM and other documents relating thereto through electronic mode and to enable their participation in the AGM. Those holding shares in Demat form can register their email address with their concerned DPs.

36. ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Government Departments, Stock Exchange and other regulatory organizations for their continued support and cooperation. The Directors are also thankful to all valuable stakeholders viz., customers, vendors, suppliers, banks, financial institutions and other business associates for their continued co-operation and excellent support provided to the Company during the year. The Directors acknowledge the unstinted commitment and valuable contribution of all employees of the Company. The Directors also appreciate and value the trust reposed in them by Members of the Company.

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Mar 31, 2024

Your directors are pleased to present their 38th Annual Report and the audited financial statements for the year ended 31st March, 2024.

1. FINANCIAL SUMMARY

(Rs In Lakhs)

Particulars	Standalone		Consolidated
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from Operation	3,430.76	3,318.98	4,188.41	3,403.06
Other income	268.87	321.67	256.85	583.56
Total Income	3,699.63	3,640.65	4,445.26	3,986.62
Profit before depreciation, finance costs and provision for exceptional items	195.23	208.54	246.49	435.67
Less: Finance Cost	159.09	241.87	208.61	277.89
Less: Depreciation	6.33	9.54	24.41	15.07
Operating Profit before Exceptional Items	29.81	(42.87)	13.47	142.71
Less: Exceptional Items	-	-	-	-
Profit/ (Loss) Before Taxation	29.81	(42.87)	13.47	142.71
Less: Provision for Tax
- Current Tax			0.52	4.93
- Deferred Tax	1.19	(0.52)	3.13	(5.42)
- Taxes for Earlier Years	-	0.40	0.26	0.88
Profit/ (Loss) for the year	28.62	(42.74)	9.56	142.32
Other Comprehensive Income / (Loss) for the year (Net of tax)	1.44	1.06	1.44	1.06
Total Comprehensive Income/ (Loss) for the year	30.06	(41.68)	11.00	143.38

2. OPERATIONAL PERFORMANCE REVIEW

During the year under review the company has recorded a Standalone Turnover of Rs. 3,430.76 Lakhs as compared to Rs 3318.98 Lakhs in the Previous Year. The Company has recorded a Standalone net profit of Rs. 28.62 Lakh as compared to Rs (42.74) Lakh in the previous year. Further, Consolidated Turnover of Rs. 4,188.41 Lakhs as compared to Rs. 3,403.06 Lakhs in the Previous Year. The Company has recorded a Standalone net profit of Rs. 9.56 Lakh as compared to Rs. 142.32 Lakh in the previous year.

3. DIVIDEND

The Board has not declared any dividend for the financial year 2023-24 with a view to improving liquidity to meet part of working capital requirements of the Company.

4. SHARE CAPITAL

As on 31st March, 2024, the issued, subscribed and paid-up share capital of your Company stood at Rs. 20,00,00,000 comprising of 2,00,00,000 no. of Equity Shares of Rs. 10/- each. During the year under review, there is no change in authorized, issued, subscribed and paid up share capital of the company.

5. TRANSFER TO GENERAL RESERVE:

The Balance in Standalone Other Equity stands at Rs. 2,442.62 Lakhs (P.Y Rs. 2412.57 Lakhs). The Company has transferred nil amount to General Reserve.

6. MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER REVIEW AND THE DATE OF THE REPORT

No material changes 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 except as below: -

Entering into New Partnership business

The Company, with the consent of the Committee be and is hereby accorded note of your company entering into a new partnership business effective from 12th April 2024 with Mr. Sunil Garg (Director who is also a promoter) and Mr. Ashok Kumar Tulsyan, proprietor of M/s. Verma Industries for the purpose of trading & distributorship under the name and style of "National Petroleum Corporation".

7. 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.

8. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company.

9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

During the period under review the disclosures required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with regard to energy and technology absorption are not applicable to the company as the Company is engaged in the trading activities. Further, the foreign exchange earnings and outgo for the financial year ended March 31, 2024 is as follows:

FOREIGN EXCHANGE EARNINGS AND OUTGO: Total Foreign exchange earnings & outgo during the year were Nil

10. CERTIFICATIONS & RECOGNITIONS

• 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.

• In the past Asian Tea & Exports Ltd has been awarded the prestigious Niryat Shree Export Award by FIEO, Ministry of Commerce, and Government of India for excellence in exports.

11. 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 applicable Law/Regulations, 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 proactive approach in structuring Risk Management policy so as to guide decision on risk related issues.

12. INTERNAL FINANCE CONTROL AND THEIR ADEQUACY

According to Section 134(5) (e) of the Companies Act, 2013, the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The Company is following all the applicable Indian Accounting Standards for properly maintaining the books of accounts and reporting financial statements. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level. The compliance relating to Internal Financial controls have been duly certified by the statutory auditors.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL REVIEW OF OPERATIONS

A. Director

• The Directors of the company as on 31.03.2024 are as follows:

Name of Directors	Category
Mr. Hariram Garg	Managing Director
Mr. Sunil Garg	Executive Director
Mrs. Rama Garg	Non-Executive Non-Independent Women Director
Mr. Akhil Kumar Manglik	Non-Executive Independent Director
Mr. Sushil Kumar Nevatia	Non-Executive Independent Director
Mr. Manish Jajodia	Non-Executive Independent Director

• Mr. Sushil Kumar Nevatia (DIN: 06391023), Non-Executive Independent Director of the Company on completion of tenure of consecutive two terms has ceased to be director of the company w.e.f. 20th July 2024.

• At the board meeting held on 27th June 2024, Mr. Rajnish Kumar Kansal (Din: 00285546) is appointed as an Additional Non-Executive Independent Director. The said independent director had given a declaration that he meets 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.

• The Independent directors have submitted their 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.

• 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.

• In accordance with the provisions of Section 152 of the Act and the Company''s Articles of Association, Mrs. Rama Garg (Din:00471845) 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 Mrs. Rama Garg, nature of his expertise in specific functional areas and details of his directorship and membership/chairmanship of Board/ Committees, as stipulated under Listing Regulations has been provided in the Annexure to the Notice of the 38th AGM of the Company.

• 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.

B. Key Managerial Personnel''s

The following persons are the Key Managerial Personnel''s (KMP) of the Company in compliance with the provisions of the Companies Act, 2013:

Name of KMP	Designation
Mr. Hariram Garg	Managing Director
Mr. Rajesh Garg	Chief Financial Officer
Mrs. Anjali Shaw #	Company Secretary and Compliance Officer (w.e.f. 01-12-2023)
Ms. Annu Jain #	Company Secretary and Compliance Officer (Upto 01.12.2023)

# There was change in the Key Managerial Personnel of the Company during the financial year 2023-24. On 1st December, 2023 Mrs. Anjali Shaw, Company Secretary was appointment as in place of resignation tendered by Ms. Annu Jain, Company Secretary of the Company.

Remuneration and other details of the KMP''s for the year ended 31st March, 2024 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.

14. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 with respect to Directors'' Responsibility

Statement, the Directors hereby confirm that -

a) In the preparation of the Annual Accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) 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 2024 and of the Profit and Loss for the financial year ended 31st March, 2024;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a ''going concern'' basis.

e) The Directors have 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) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. 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.

16. CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 i.e. Corporate Social Responsibility is not applicable to the company. Therefore, your company has neither implemented any Corporate Social Responsibility Initiatives nor constituted any CSR committee.

17. CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance in accordance with the Listing Regulations, approved by the Board together with a Certificate from Ms. Prachi Todi, (CP No.22964, Membership No. ACS 53022) of M/s Prachi Todi, Practicing Company Secretaries of 46, East Topsia Road Arupota Kolkata-700105 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.

18. ANNUAL RETURN

In terms of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended 31st March, 2024 is displayed on the website of the Company www.asianteaexports.com.

19. MEETINGS OF THE BOARD / COMMITTEE / GENERAL MEETING

A. Board Meetings

During the year under review 11 (Eleven) meetings of the Board of Directors were held on 24-05-2023, 30-05-2023, 04-07-2023, 08-08-2023, 28-08-2023, 19-09-2023, 13-11-2023, 0112-2023, 03-01-2024, 27-01-2024 and 30-03-2024. The details about the meeting have been provided in the Corporate Governance which is annexed to this Report.

B. Committee Meeting

I. Audit Committee

The Audit Committee met 5 times during the financial year 2023-24. Section 177 of the Companies Act 2013 of Companies Act 2013 and other applicable law/Regulations were adhered to while considering the time gap between meetings The details have been provided in the Corporate Governance which is annexed to this Report.

II. Nomination & Remuneration Committee

The Nomination and Remuneration Committee met 1 time during the financial year 2023-24. Section 178 of the Companies Act 2013 and other applicable law/Regulations were adhered to while considering the time gap between meetings. The details have been provided in the Corporate Governance which is annexed to this Report.

III. Stakeholder Committee

The Stakeholder Committee met 1 time during the financial year 2023-24. Section 178 of the Companies Act 2013 and other applicable law/Regulations were adhered to while considering the time gap between meetings. The details have been provided in the Corporate Governance which is annexed to this Report.

IV. Share Transfer and Investor Grievance Committee

The Share Transfer and Investor Grievance Committee met 1 time during the financial year 2023-24. The details have been provided in the Corporate Governance which is annexed to this Report.

C. Annual General Meeting

During the year Annual General Meeting of the Members was held on 29.09.2023. The details have been provided in the Corporate Governance which is annexed to this Report.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 have been provided in the Financial Statements for the year ended 31st March, 2024.

21. AUDITORS

A. 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 for a term of 5 years to hold office till the conclusion of 41st Annual General Meeting to be held in 2027.

Pursuant to Regulation 33(1)(d) of the Listing Regulations, the Auditors have confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) and are otherwise not disqualified under any provisions of the Act and rules made thereunder.

The Statutory Auditor''s Report for FY 2023-24 forms part of this Annual Report. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not have any matter to report under Section 143(12) of the Act and hence no details thereof is required to be disclosed under Section 134(3) of the Companies Act, 2013.

B. 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. (ACS 53022, COP No. 22964), Practicing Company Secretaries for conducting secretarial audit of the company for the financial year 2023-24. The report of the Secretarial Auditors for the Financial Year 2023-24 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.

During the current financial year 2024-25, The Board has appointed Puja Pujari & Associates, Proprietor - CS Puja Pujari (FCS No 13102, COP - 20171) Practicing Company Secretaries, as the Secretarial Auditor of the company as the tenure of previous secretarial Auditor has been completed.

C. Annual Secretarial Compliance Report

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. (ACS 53022, COP No. 22964) Company Secretary in Practice, Kolkata and the same was submitted to the stock exchanges within the prescribed time limits. Greenol Laboratories Pvt. Ltd. and Sarita Nupur Vyapar Pvt. Ltd., material subsidiaries of the Company had obtained secretarial audit report from the practicing company secretary with no other remarks as annexed in the reports.

D. Internal Auditor

M/s Arya Agarwal & Associates, (FRN No: 329343E), Proprietor - CA Sumedha Arya Agarwal (M. No 300716) Practicing Chartered Accountants performs the duties of Internal Auditors of the company for the F.Y. 2023-24 and their report submitted is reviewed by the Audit Committee & Board of Directors from time to time.

E. 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.

22. EXPLANATION ON AUDITOR''S REMARKS

The Notes to Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments. The Auditors'' report does not contain any qualification, reservation or adverse remark. Instead of that an opinion para has been inserted in the para of Key Audit matters in the Audit Report.

23. 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.

24. 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.

25. POLICIES

All applicable policies are available on the website of the Company at http://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.

26. 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. 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 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 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 related party transactions entered during the Financial Year 2023-24 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.

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. 37 of the Notes to the Financial Statements.

27. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

No material changes and commitment affecting the financial position of the Company have occurred during the financial year to which the financial statements relate except one of the associate company "HRG Healthcare Private Limited" ceased to be an associate company at the end of the financial year 31st March, 2024.

Details of Subsidiarv/Joint-Venture/Associate Companies:

Subsidiaries	Associates
1. Greenol Laboratories Pvt. Ltd. 2. Sarita Nupur Vyapar Pvt. Ltd 3. Herbby Tea Plantations Pvt. Ltd.1	1. Kesavatsapur Tea Co. Pvt. Ltd 2. Asian Tea Co. Pvt. Ltd 3. Hurdeodass Co. Pvt. Ltd 4. HRG Healthcare Private Limited.1

1"HRG Healthcare Private Limited" ceased to be an associate company at the end of the financial year 31st March, 2024.

28. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

During the year, your company maintained harmonious and cordial Industrial Relations. Your director''s acknowledge and appreciate the efforts and dedication of employees of the company.

29. 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, 2024 or of more than Rs 8.50 Lakhs per month during any part thereof. However, 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:

Sl. No	Name of the Director/KMP	Remuneratio n of Director/ KMP for F.Y. 2023-24 (Rs. in lakhs)	% of Increase/ (decrease) in Remuneratio n in F.Y. 202223	Ratio of remuneration of each director/to the median remuneration of employees
1	Hariram Garg, Managing Director	Nil	Nil	N.A.
2	Rajesh Garg, Chief Financial Officer	2.64 (P.Y. 2.64)	Nil	-1.03:1
3	Annu Jain, Company Secretary	4.32	*	*

	(Resigned w.e.f. 01-12-2023)	(P.Y. 4.32)
4	Anjali Shaw, Company Secretary (Appointed w.e.f. 01-12-2023)	1.34 (P.Y. Nil)	*	*

* Ms. Annu Jain has resigned from the post of Company Secretary with effect from 01.12.2023 and in place of that Mrs. Anjali Shaw has been appointed as Company Secretary & Compliance Officer on the same day. So, Comparison in respect of current FY with previous year not possible.

1. The median remuneration of employees of the company during the financial year was Rs 2.52 lakhs

2. There were 9 employees on the rolls of the company as on 31.03.2024

3. Remuneration paid during the year ended 31st March, 2024 is as per the Nomination & Remuneration Policy of the Company

30. 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.

31. 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.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the period under review no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

33. WEBSITE OF THE COMPANY

Your Company maintains a website "www.asianteaexports.com" where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

34. GREEN INITIATIVE

As a responsible corporate citizen, the Company supports the ''Green Initiative'' undertaken by the Ministry of Corporate Affairs, Government of India, enabling the service of documents including the Annual Report consisting of Notice, Accounts and other relevant Reports through the electronic mode. Shareholders holding shares in physical form are requested to register/update their e-mail address with the Company''s Registrar and Share Transfer Agent, M/s. S.K. Infosolutions Pvt. Ltd.

Shareholders who have not registered their e-mail addresses so far are requested to follow the procedure as mentioned in the Note to the Notice calling AGM to receive the Annual Report & the Notice of the AGM and other documents relating thereto through electronic mode and to enable their participation in the AGM. Those holding shares in Demat form can register their email address with their concerned DPs.

35. ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Government Departments, Stock Exchange and other regulatory organizations for their continued support and cooperation. The Directors are also thankful to all valuable stakeholders viz., customers, vendors, suppliers, banks, financial institutions and other business associates for their continued co-operation and excellent support provided to the Company during the year. The Directors acknowledge the unstinted commitment and valuable contribution of all employees of the Company. The Directors also appreciate and value the trust reposed in them by Members of the Company.

For and on Behalf of the Board

Registered Office:

4/1, Middleton Street, Sd/- Sd/-

Sikkim Commerce House Hariram Garg Sunil Garg

5^th Floor, Kolkata-700071 (DIN: 00216053) (DIN: 00216155)

D_at_e: 28t^h A_ug_ust, 2024 Managing Director Executive Director

---

Mar 31, 2015

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

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Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the Twenty Eighth Annual Report and the audited accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS For the year For the year Ended 2013-14 Ended 2012-13 (Rs. In Lacs) (Rs. In Lacs)

Sales and Other Income 5989.56 5568.10

Profit before Taxation 81.05 98.82

Provision for Taxation

Current 26.50 33.55

Deferred (2.67) (0.68)

Profit after Taxation 57.22 65.95

Expenses/(Income) pertaining to: Previous year (net) - 2.99

Net Profit 57.22 62.96

Balance brought forward from Previous Year 742.16 679.20

Balance to be carried to next year 799.38 742.16

REVIEW OF OPERATIONS

During the year under review the company has recorded a turnover of Rs.5884.17 Lacs as compared to Rs.5388.43 Lacs in the Previous Year. The Company has recorded a net profit to the tune of Rs.57.22 lacs as compared to Rs.62.96 lacs in the previous year.

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 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with regard to energy and technology absorption are not applicable to your company.

Note: Total Foreign exchange earnings during the year were of USD 0.54 Millions.

PARTICULARS OF EMPLOYEE

Section 217 (2A) of the Companies Act, 1956 is not applicable as no employee is in receipt of or entitled to receive remuneration in excess of the limits specified therein.

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.

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 2014, 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 2014 and of the Profit and Loss for the financial year ended 31st March, 2014.

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 1956, 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.

DIRECTORS

Pursuant to provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Lakshman Srinivasan, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

AUDITORS AND AUDITORS'' REPORT

M/S Agarwal Kejriwal & Co, Chartered Accountants, the retiring auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The notes on accounts referred to in the Auditors Report are self-explanatory and therefore do not require any further comment.

STOCK EXCHANGE

The Company''s securities are listed at Calcutta Stock Exchange Association Limited and Bombay Stock Exchange Ltd.

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.

Place: Kolkata For and on behalf of the Board Date: 21st July''14

H.R.GARG (CHAIRMAN)

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Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the Twenty Seventh Annual Report and the audited accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

For the year For the year Ended 2012-13 Ended 2011-12 (Rs. In Lacs) (Rs. In Lacs)

Sales and Other Income 5568.10 12177.00

Profit before Taxation 98.82 139.31

Provision for Taxation

Current 33.55 47.25

Deferred (0.68) (1.29)

Profit after Taxation 65.95 93.35

Expenses/(Income) pertaining to:

Previous year (net) 2.99 0.14

Net Profit 62.96 93.21

Balance brought forward from Previous Year 679.20 585.99

Balance to be carried to next year 742.16 679.20

REVIEW OF OPERATIONS

During the year under review the company has recorded a turnover of Rs.5388.43 Lacs as com- pared to Rs. 11739.42 Lacs in the Previous Year. The Company has recorded a net profit to the tune of Rs.62.96 lacs as compared to Rs.93.21 lacs in the previous year.

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 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with regard to energy and technology absorption are not applicable to your company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

SI. Particulars 2012-13 2011-12

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

2 Total Foreign Exchange Earnings 3369.38 10902.25 (Rs. In Lac)

3 Used (Rs. In Lacs) 1772.04 5736.53

Note: Total Foreign exchange earnings during the year were of USD 6.24 Millions.

PARTICULARS OFEMPLOYEE

Section 217 (2A) of the Companies Act, 1956 is not applicable as no employee is in receipt of or entitled to receive remuneration in excess of the limits specified therein. 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.

DIRECTORS''RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. In preparation of the Annual Accounts, for the year ended 31 st March 2013, 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 2013 and of the Profit and Loss for the financial year ended 31st March, 2013.

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 1956, 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.

DIRECTORS

Pursuant to provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Sanjay Choudhury, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

AUDITORS AND AUDITORS'' REPORT

M/S Agarwal Kejriwal & Co, Chartered Accountants, the retiring auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The notes on accounts referred to in the Auditors Report are self-explanatory and therefore do not require any further comment.

STOCK EXCHANGE

The Company''s securities are listed at Calcutta Stock Exchange Association Limited and Bombay Stock Exchange Ltd.

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

Date: 26th July''13 H.R.GARG

(CHAIRMAN)

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Mar 31, 2012

Dear Shareholders,

The Directors are pleased to present the Twenty Sixth Annual Report and the audited accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS For the year For the year Ended 2011-12 Ended 2010-11 (Rs. In Lacs) (Rs. In Lacs)

Sales and Other Income 12177.00 13400.87

Profit before Taxation 139.31 149.57

Provision for Taxation

Current 47.25 51.50

Deferred (1.29) 1.93

Profit after Taxation 93.35 96.14

Expenses/(Income) pertaining to:

Previous year (net) 0.14 -

Net Profit 93.21 96.14

Balance brought forward from 585.99 489.85 Previous Year

Balance to be carried to next year 679.20 585.99

REVIEW OF OPERATIONS

During the year under review the company has recorded a turnover of Rs. 11739.42 Lacs as compared to Rs. 13055.17 Lacs in the Previous Year. The Company has recorded a net profit to the tune of Rs.93.21 lacs as compared to Rs.96.14 lacs in the previous year.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the period under review the company has not earned out any manufacturing activities, hence the disclosures required under the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with regard to energy and technology absoiption are not applicable to your company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

2011-12 2010-11

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

2 Total Foreign Exchange Earnings 10902.25 12574.60

(Rs. In Lac)

3. Used (Rs. In Lacs) 5736.53 7094.55

Note: Total Foreign exchange earnings during the year was of USD 21.46 Millions.

PARTICULARS OF EMPLOYEE

Section 217 (2A) of the Companies Act, 1956 is not applicable as no employee is in receipt of or entitled to receive remuneration in excess of the limits specified therein.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement, a report on Corporate Governance together with the Auditors Certificate regarding the compliance of conditions of corporate governance are annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. In preparation of the Annual Accounts, for the year ended 31st March 2012, 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 Auditors 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 2012 and of the Profit and Loss for the financial year ended 31st March, 2012.

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 1956, 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.

DIRECTORS

Pursuant to provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri C.S.Surana, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

AUDITORS AND AUDITORS'' REPORT

M/S Agarwal Kejriwal & Co, Chartered Accountants, the retiring auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The notes on accounts referred to in the Auditors Report are self-explanatory and therefore do not require any further comment.

STOCKEXCHANGE

The Company''s securities are listed at Calcutta Stock Exchange Association Limited, and Bombay Stock Exchange Ltd.

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 H.R.GARG

Date: 30th July''12 (CHAIRMAN)

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Mar 31, 2010

The Directors are pleased to present the Twenty Fourth Annual Report and the audited accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS For the year For the year

Ended 2009-10 Ended 2008-09

(Rs. In Lacs) (Rs. In Lacs)

Sales and Other Income 13160.89 10267.12

Profit before Taxation 155.94 90.55

Provision for Taxation

Current 33.76 29.00

Deferred (0.69) 3.95

Fringe Benefit Tax 0.00 3.15

Profit after Taxation 122.87 54.45

Expenses/(Income) pertaining to:

Previous year (net) 0.11 (0.22)

Net Profit 122.76 54.67

Balance brought forward from 367.09 312.42

Previous Year

Balance to be carried to next year 489.85 367.09

REVIEW OF OPERATIONS

During the year under review the company has recorded a turnover of Rs. 12823.55 Lacs as compared to Rs 10031.14 Lacs in the Previous Year. The Company has recorded a net profit to the tune of Rs. 122.76 lacs as compared to Rs.54.67 lacs in the previous year.

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 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with regard to energy and technology absorption are not applicable to your company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

2009-10 2008-09

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

2 Total Foreign exchange Earnings 12093.70 9398.27 (Rs. In Lac)

3 Used (Rs. In Lacs) 7281.87 5382.41

Note: Total Foreign exchange earnings during the year was of USD 26.87 Millions.

PARTICULARS OF EMPLOYEE

Section 217 (2A) of the Companies Act, 1956 is not applicable as no employee is in receipt of or entitled to receive remuneration in excess of the limits specified therein.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement, a report on Corporate Governance together with the Auditors Certificate regarding the compliance of conditions of corporate governance are annexed.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. In preparation of the Annual Accounts, for the year ended 31s1 March 2010, the appli- cable Accounting Standards have been followed and that there are no material depar- tures.

2. The Directors have, in the selection of Accounting Policies, consulted the statutory Auditors 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 2010 and of the Profit and Loss for the financial year ended 31st March, 2010.

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 1956, 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.

DIRECTORS

Pursuant to provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri B.C.Ghosh. Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

AUDITORS AND AUDITORS REPORT

M/S Agarwal Kejriwal & Co, Chartered Accountants, the retiring auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The notes on accounts referred to in the Auditors Report are self-explanatory and therefore do not require any further comment.

STOCK EXCHANGE

The Companys securities are listed at Calcutta Stock Exchange Association Limited, and Bombay Stock Exchange Ltd.

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 H.R.GARG

Date: 17.08.10 (CHAIRMAN)