DIRECTORS REPORT TO THE MEMBERS OF BANSISONS TEA INDUSTRIES LIMITED Dear Shareholders, Yours Directors present herewith your Company's Twenty Eight Annual Report together with the Audited Accounts for the year ended 31 st March 2015. MANAGEMENT DISCUSSION AND ANALYSIS: Pursuant to clause 49 of the Listing Agreement a Management Analysis Report is given below: PROGRESS & FUTURE OUTLOOK During the Financial Year 2014-2015, the company has accelerated its activities. The Directors are confident of improving the company's business during the Financial Year 2015-2016 under the improved economic scenario of the Country and expects the same to contribute favorably to the bottom line. DIVIDEND Considering the operational needs of the company, your Directors have decided to strengthen the intrinsic financial position of the Company. Hence, no Dividend has been recommended for the year under review. MEETINGS OF THE BOARD There were 7(Seven) Board Meetings held during the FY 2014-15. The dates on which the meetings were held i.e. 29-04-2014, 29-05-2014, 14-08-2014, 14-09-2014, 30-09-2014, 14-11 -2014 & 12-02-2015 DIRECTORS AND KEY MANAGERIAL PERSONNEL Pursuantto the Provisions oftheSection 152(6) (d) of the Companies Act, 2013, Sri Sandeep Agarwal, Sri Lalit Kumar Behani and Mamy Ghosh retires by rotation and being eligible offers himself for reappointment. DIRECTORS' RESPONSIBILITY STATEMENT: Your Directors wish to inform members that the Audited Accounts containing Financial Statements for the year ended 31 st March, 2015 reflect true & fair view, the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operation. Your Directors further confirm that: In the preparation of the Annual Accounts: 1. the applicable accounting standards have been followed along with proper explanation relating to material departures. 2. the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year. 3. the directors had 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. 4. the directors have prepared the annual accounts on a going concern basis. 5. the directors has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. 6. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate & operating effectively. SUBSIDIARY COMPANY The Company has no subsidiaries, within the meaning of Section 2(87) of the Companies Act, 2013. EXTRACT OF ANNUAL RETURN The details of the extract of the Annual Return in form MGT 9 is annexed herewith and forms part of this report. (Annexure I). AUDITORS: M/s. Manok Kumar Goyal, Chartered Accountants, were re-appointed as the Statutory Auditors at 27th Annual General Meeting for the term of 5 years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. AUDITORS' REPORT The observations made in the Auditors' Report are self-explanatory and do not call for any further explanation. ENERGY,TECHNOLOGY&FOREIGN EXCHANGE Information pursuant to Section 134(3)(m) read with Rule 8 of the Companies Act, 2013 are not applicable to the Company and there has been no foreign exchange earning or expenditure incurred during the year. SECRETARIAL AUDIT REPORT As per the provision of section 204 of Companies Act, 2013, Miss Varsha Rani Agarwal (ACS -36228), a Practicing Company Secretary is appointed as a Secretarial Auditor of the Company. The Secretarial Audit Report for Financial Year 2014-15 is annexed herewith and forms part of this report. (Annexure II). No adverse remarks have been made in the said report by the Practicing Company Secretary. DEPOSITS During the year under report, the Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and rule framed. RELATED PARTY TRANSACTIONS DURING THE YEAR There are no related party transactions during the year. AUDIT COMMITTEE The company has Audit Committee as set in Section 1 77(8) of the Companies Act, 2013 and the composition of Audit Committee include Sri Gopal Mitruka, Sri Sandeep Agarwal, Sri Lalit Kumar Bihani. NOMINATION & REMUNERATION COMMITTEE The Company has constituted Nomination & Remuneration committee as set in Section 1 78 of the Companies Act, 2013. The composition of Nomination & Remuneration Committee include Mamy Ghosh, Sri S.L.Agarwalla, Sri Paritosh Ghiraiya. RISK MANAGEMENT POLICY The Board has adopted and implemented Risk management Policy. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an Anti-harassment policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013. There were no complaints received during the financial year 2014-15. DECLARATION BY INDEPENDENT DIRECTOR Declaration by independent Directors pursuant to Section 149 sub-section 6 is annexed herewith and forms part to this report LISTING The Company is listed on the following stock exchanges The Stock Exchange, Mumbai Phiroze Jeejeebhoy Towers Dalai Street, Mumbai - 400 001 Madras Stock Exchange Ltd Exchange Building, Post Box No. 183 11, Fourth Line Beach, Chennai - 600 001 The Calcutta Stock Exchange Limited 7, Lyons Range Kolkata - 700 107 Jaipur Stock Exchange Stock Exchange Building, JLN Marg, Malviya Nagar Jaipur-302017 Depositories for Equity Shares : NSDL The Company has paid the Annual Listing Fees for the financial year 2015-16 to the stock exchanges. CORPORATE GOVERNANCE REPORT Your Company has always been committed to the best practices in the governance of its affairs. The Board is taking efforts to comply the same. Kindly refer to Annexure "III" to Directors Report. The Auditor Certificate on compliances with the Mandatory requirements of Corporate Governance is given in Annexure'll" to this report ACKNOWLEDGEMENT Your Directors wish to place on record their appreciation for the co-operation received by the company from Bankers, employees and officers of the company. By Order of The Boad Sd. S. L. Agarwal la Director Place : Siliguri Date:25thAugust,2015 |