Teesta Agro Industries Ltd Directors Report.

Dear Members,

Dear Members, On behalf of the Board of Directors, it is our pleasure to present the 31st Annual report together with the Audited Statement of Accounts of Teesta Agro Industries Limited ( " the company " ) for the year ended on 31st March, 2017

Financial Summary or performance of the company:

PARTICULARS Year Ended Year Ended
31-3-2017 31-3-2016
Net Turnover and Other Income 6,616 6,990
Profit before Depreciation, Interest & Tax 270 273
Less : Depreciation 203 93
: Interest 12 41
Profit/Loss before Tax 55 139
Less : Exceptional Items - -
: Provision for Tax 15 48

Indian Accounting Standards

The Ministry of Corporate Affairs ( MCA ), vide its notification in the Official Gazette dated 16th February, 2015, notified the Indian Accounting Standards ( Ind AS ) applicable to certain classes of companies, Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014. For Your Company Ind AS is applicable from 1st April, 2017.

Goods and Service Tax

Your Company has been preparing for migrating to GST. Changes across IT systems, supply chain and therefore operations have been made keeping in mind the sweeping changes that GST would bring in. While there are few areas that need to be addressed, the Government announced an intention to go live on GST w.e.f. 1st July, 2017 and your company is ready for this transformative reform.

Operations :

The turnover and other receipts of your company has been Rs. 6,616 lacs as against Rs.6,990 in the previous year. The Profit after taxation stood at Rs. 40 lac as against Rs. 91 lacs in the previous year.

Dividend :

Taking into consideration, increased working capital requirement and expected substantial increase in operation in the year 2017-18, your Directors do not recommend any dividend for the year under review.

Share Capital :

There has not been any change in the Paid Up Capital of your company during the year under review. The Paid Up Capital stands at Rs. 557 lac.

Listing Agreement :

The Listing Agreement has been entered into by the Company with the BSE Limited read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.Your Company has paid listing fee for Financial Year 2016-17.

Fixed Deposit :

Your Company did not invite or accept any deposits from public and/ or shareholders during the year under review. As of 31st March, 2017, there were no fixed deposits pending with the company.

Research and Development :

Your Company recognizes that Research & Development plays a critical role in supporting current operations as well as future growth. Your Company has focused its attention towards improving quality of fertilizers to boost soil nutrients.

Insurance :

The Companys plants & machineries, factories, properties, stocks and movables are adequately insured against various risks.

Directors :

In accordance with the provisions of the Companies Act., 2013, Mr. HARDEV SINGH, Managing Director (holding DIN-00550781) of the Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

In accordance with the provisions of the Companies Act.,2013, Mr. Anil Kumar Tripathy Whole Time Director ( holding DIN-03350374 ) of the Company also retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

The Company has received declarations from the Independent Director(s) of the Company confirming that they meet the criteria of independence as prescribed under Section 139 of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The Company has devised a policy for performance evaluation of Independent Directors and the Board, which includes criteria for performance evolution of the non-executive Directors.

Suitable resolutions for appointment/reappointment of Directors, as referred above, will be placed for approval of Members in the forthcoming Annual General Meeting. The brief resume and other information of the concerned Directors, in terms of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with Stock Exchange, have been detailed in the notice convening the forthcoming Annual General Meeting.

None of the Independent Directors are due for reappointment.

Board Meeting :

During the year 2016-17, the Board of Directors met EIGHT times viz. on 30.04.2016, 29.06.2016, 30.07.2016, 03.08.2016, 29.08.2016, 31.10.2016, 31.01.2017 and 28.03.2017.

Directors Responsibility Statement :

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and 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 at March 31, 2017 and of the profit and loss of the company for that period;

(iii) the Directors had 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 preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis; and

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statutory Auditor :

The Statutory Auditor of the Company, M/s Saketh Agarwal & Associates, Chartered Accountants, ( Firm Registration No.-329093E ) office at Opposite Heat Travel & Tours, Vidhyasagar Road, Khalpara, Siliguri- 734005 retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if appointed. The Audit Committee and the Board of

Directors recommends the appointment of M/s. Saketh Agarwal & Associates, Chartered Accountants, as the Auditors of the Company for a continuous period of 5( five ) years subject to ratification by the shareholders at every subsequent Annual General Meeting.

Further, the Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India ( ICAI ) and hold a valid certificate issued by the Peer Review Board of ICAI. The observations of the Auditors in the Report on Accounts read with the relevant notes are self explanatory and do not call for any further comments.

Auditors Report :

The Auditors Report read with relevant Notes on Accounts are self explanatory and does not call for further clarification.

Internal Auditors :

The Board of Directors of your Company has re-appointed M/s. L.B. Prasad & Co., Charterad Accountants Siliguri ( Firm Registration No. 322661E ) as Internal Auditors pursuant to the provision of Section 138 of the Companies Act, 2013 for the Financial Year 2016-17.

Cost Auditors :

Pursuant to Section 148 of the Companies Act, 2013 and subject to notification of rules thereunder, the Board of Directors, on the recommendation of the Audit Committee has appointed M/s. D. Sabyasachi & Co. ( Membership No. 00369), Cost Accountants Kolkata as the Cost Auditors of the Company for the Financial Year 2016-17. M/s. D. Sabyasachi & Co. have confirmed that their appointment is within the limits and they are free from any disqualifications as provided in section 141 of the Act.

Secretarial Audit :

The Board has appointed M/s. Rantu Das & Associates ( Membership No. 8437 ) Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2016-17. The Report of the Secretarial Auditors is enclosed as Annexure-1 to this report. The report is self explanatory and does not call for any further comments.

Policies

The SEBI ( Listing Obligations and Disclosure Requirements ) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All applicable policies are available under the head policy on the Companys website: www.teestaagro.in. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Corporate Social Responsibility :

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

Contracts and Arrangements with Related parties :

Your Company has formulated Policy on Related Party Transaction ( RTP ) which is available on Companys website www.teestaagro.in. There were no transaction entered with related parties for the year under review. Thus disclosure required under section 134(3)(h) of the Act in Form AOC-2 is not applicable to your company. Further, there are no material related party transactions during the year under review with the promoters, Directors or Key managerial personnel.

Changes in nature of Business, if any

There has been no change in the nature of business of the company. Your Company continues to be one of the leading manufacturers of Fertilizer in the country.

Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the company between the end of the financial year to which the financial statements relate and the date of the report.

Particulars of loans, guarantees or investments under section 186 :

The Company has not given loans, guarantees or made investments.

Risk Management :

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organizational, structures, processes, standards, code of conduct and behaviors together form the Risk Management System (RMS) that manages associated risks.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

Significant and material orders passed by the regulators

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the companys operations.

Obligation under Sexual harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 :

Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The followings is a summary of sexual harassment complaints received and disposed off during the year 2016-17.

No of complaints received : Nil

No of complaints disposed off : Nil

Board Evaluation :

The Company has devised a policy for performance evaluation of Independent Directors and the Board, which includes criteria for performance evaluation of the Non-executive and Executive Directors.

Pursuant to the Provisions of the Companies Act, 2013 and SEBI ( Listing Obligations and Disclosure Requirements ) Regulations, 2015, the formal annual evaluation was carried out for the Boards own performance, its Committees and Individual Directors.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board functioning including adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out for the evaluation of Individual Directors (both Executive and Non Executive/Independent Directors), Board Committees and the Chairman. The Directors evaluation was broadly based on parameters such as, meeting the expectation of stakeholders, guidance and review of corporate strategy, risks, participation and attendance at Board/Committee meetings, interpersonal skills. The performance evaluation of the Chairman of the company was undertaken by the Independent Directors taking into account the views of Executive Directors and Non-Executive Directors. The Independent Directors was assessed the quality, quantity and timeliness of flow of information between the companys management and the Board. The Directors expressed overall satisfaction on the evaluation process. Based on the feedback of the Board Evaluation Process, appropriate measures were taken to further improve the process and other aspects.

Particulars of Employee :

None of the employees, employed during the year, was in receipt of remuneration, in aggregate of Rupees 102,00,000 or more per annum for the financial year 2016-17, or Rs. 850,000or more per month for any part of the Financial Year, as set out in the Companies ( Appointment and Remuneration of Managerial Personnel ) Rules, 2014. Therefore no such details have been provided or required under section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies ( Appointment and Remuneration of Managerial Personnel ) Rules, 2014.

Extracts of the Annual Return in Form-MGT-9 :

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1)of the Companies (Management and Administration) Rules, 2014. Extract of Annual Return is Annexed as Annexure-II.

Vigil Mechanism :

Pursuant to the requirement of the Section 177(9) of the Companies Act, 2013, the Company has established vigil mechanism which also incorporates a whistle blower policy in terms of the Listing Agreement. Protected disclosures can be made by a whistle blower through an e-mail or phone or letter to the Chairman of Audit Committee.

Internal Financial Controls :

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Human Resources and Industrial Relations :

The industrial relations of the company with the personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of employees to the company. Your Directors wish to place on record the co-operation received from the staffs and workers at all levels and at all units.

Particular of Conservation of energy, technology absorption, foreign exchange earnings and outgo :

Your company has directed its efforts to reduce energy costs by focusing on energy savings through the best optimization of operations on day to day basis. The company has used fuels in appropriate mix to attain maximum savings.

As required under Companies (Accounts) Rules 2014, the particulars of energy conservation, Technology, Absorption and Foreign Exchange Earnings and outgo is given in the prescribed format as an Annexure to the Report and marked as Annexure-III.

Acknowledgments :

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Government of West Bengal, and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management.

For and on behalf of the Board of Directors
Place: Kamrangaguri, Paramdeep Singh Hardev Singh
Opp. Uttarkanya ( Director ) ( Managing Director )
NH-31 Siliguri,: 734005
Dated : 25th. August, 2017