Bansisons Tea Industries Ltd Directors Report.

TO THE MEMBERS OF BANSISONS TEA INSDUSTRIES LIMITED

To,

The Members,

Your Directors have pleasure in presenting the 31st Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March 2018.

The financial results of the Company are summarized as under:

(Amount in Rs.)

Particulars March 31st, 2018 March 31st, 2017
Income:
Revenue from Operations 1,72,71,040 1,49,92,860
Other Income 0 0
Total Revenue (A) 1,72,71,040 1,49,92,860
Expenditure:
Cost of Materials Consumed 36,25,383 25,90,630
Purchase of Trade 51,17,499 38,59,799
Employee Benefits Expenses 66,03,885 55,02,155
Depreciation and Amortization Expenses 3,17,244 3,87,689
Operating & Other Expenses 19,34,463 21,66,753
Total Expenses (B) 1,75,98,475 1,45,07,062
Profit Before Tax (A-B) (3,27,435) 4,85,384
Tax Expenses:
(1) Current Tax 0 2,51,154
Profit for the year (3,27,435) 2,34,680
Appropriated as under:
Dividend proposed - -
Tax on Proposed Dividend - -
General Reserve - -
Balance carried to Balance sheet (327435) 2,34,680

PROGRESS & FUTURE OUTLOOK

During the Financial Year 2017-18, the company has accelerated its activities. The Directors are confident of improving the company’s business during the Financial Year 2018-2019 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.

NUMBER OF MEETINGS OF THE BOARD

There were 6(Six) Board Meetings held during the FY 2017-18. The dates on which the meetings were held i.e. 10/05/2017,24/05/2017,12/08/2017,24/08/2017,14/11 /2017,13/02/2018,

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the Provisions of the Section 152(6)(d) of the Companies Ad, 2013, Sri

Samarlal Agawala retires by rotation and being eligible offers himself for re-appointment.

During the year:

1 .Mr Sandeep AgarwaI was appointed as Whole Time Director on 30/09/2017.

2. Mr. Lalit Kumar Behani resigned from his diredorship post on 30/09/2017.

3. Mr Bhosher Dey was appointed as Independent Director on 30/09/2017.

4. Mr. Jayanta Kundu was appointed as Chief Finance Officer on 30/09/2017

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors wish to inform members that the Audited Accounts containing Financial Statements for the year ended 31st March, 2018 refled true & fair view, the form and substance of transadions carried out during the year and reasonably present the Companys 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 seleded 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 Ad 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 diredors 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. Manoj 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 earnings or expenditure incurred during the year.

SECRETARIAL AUDIT REPORT

As per the provision of section 204 of Companies Act, 2013, Miss Ankita Agarwal (ACS -

40836), a Practicing Company Secretary is appointed as a Secretarial Auditor of the Company. The Secretarial Audit Report for Financial Year 201 7-2018 is annexed herewith and forms part of this report. (Annexure II),

Qualification: Shareholding Pattern of Company is not as per the financial dote received by me. There is discrepancy in relation to partly paid up shares as stated in the balance sheet which is not disclosed in shareholding pattern.

Response: It was an advertent act from companys part and shall rectify it as soon as possible.

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.

LOANS, GUARANTEES AND INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, Company has not given any Loan or guarantee and has not made any investments

RELATED PARTY TRANSACT IONS DURING THE YEAR

During the year company has no Related Party Transaction

AUDIT COMMITTEE

The company has Audit Committee as set in Section 177(8) of the Companies Ad, 2013 and the composition of Audit Committee include Sri Mamy Ghosh, Sri Sandeep Agarwal, Sri Lalit Kumar Bihani and Mr. Bhasker Dey.

NOMINATION A REMUNERATION COMMITTEE

The Company has constituted Nomination & Remuneration committee as set in Section 178 of the Companies Act, 2013. The composition of Nomination & Remuneration Committee include Gopal Mitruka, Sri S.L.Agarwalla, Sri Paritosh Ghiraiya.

RISK MANAGEMENT POLICY

The Board has adopted and implemented Risk management Policy.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has implemented proper and adequate system of internal controls commensurate with the size and nature of its operations. The Board has adopted and implemented an Internal Control Policy.

VIGIL MECHANISM

The Company has adopted a Vigil Mechanism, which provides a formal mechanism for all employees of the Company to make protected disclosures to the Management about unethical behavior, actual or suspected fraud or violation of the companys Code of Conduct. Disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. No employee of the company has been denied access to the Audit Committee

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 2017-2018.

LISTING

The Company is listed on the following stock exchanges

The Stock Exchange, Mumbai The Calcutta Stock Exchange Limited
Phiroze Jee jeebhoy Towers 7, Lyons Range
Dalai Street, Mumbai -400001 Kolkata - 700 107

Depositories for Equity Shares: NSDL

The Company has paid the Annual Listing Fees for the financial year 2017-18 to the stock exchange.

CORPORATE GOVERNANCE

In pursuant to Regulation 15 (2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, in respect of - (o) the listed entity having paid up equity shore capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. Therefore a report on the Corporate Governance practices, the Auditors Certificate on compliance of mandatory requirements thereof are notgiven as an annexure 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.

REGISTERED OFFICE: Forand on behalf of the Board of Directors
"Mitruka House",
42-M.G.Road, Samarlal Agarwala Sandeep Agarwal
Siliguri Director Director
Dated: 13/08/2018