Asian Tea & Exports Ltd Directors Report

To

The Members of,

Asian Tea and Exports Limited

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

	Standalone		Consolidated
Particulars	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 pro-active 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 companys 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 Companys 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 Personnels

The following persons are the Key Managerial Personnels (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 KMPs 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 Companys 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, 01-12-2023, 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 Auditors 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 AUDITORS 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 Boards 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 arms 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 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.1	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 directors 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. 2022- 23	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	Nil	-1.03:1
	(P.Y. 2.64)
3 Annu Jain, Company Secretary	4.32	*	*
(Resigned w.e.f. 01-12-2023)	(P.Y. 4.32)
4 Anjali Shaw, Company Secretary	1.34	*	*
(Appointed w.e.f. 01-12-2023)	(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 COMPANYS 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 companys 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 Companys 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 e-mail 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.