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Directors Report of Teesta Agro Industries Ltd.

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the 30th Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2016.

Financial Summary or performance of the company:

PARTICULARS

2016

2015

Revenue from Operations

678493951/-

744601915/-

Other Income

20473851/-

33698330/

Total Income

698967802/-

778300245/-

Total Expenses

685094885/-

742943307/-

Profit/Loss before Taxation

13872917/-

35356938/-

Less : Provision for Taxation Current Tax Deferred Tax

(4864045)/-

142691/-

(8614177)/-

314811/-

Profit/(Loss) carried forward

164786334/-

155634770/-

Earnings per Share (F.V. Rs. 10/- each)

Basic

1.63

4.82

Diluted

1.64

4.86

Operations:

The Company has reported income for the current year Rs. 698967802/- as compared to Rs.778300245/- in the previous year. The Net Profit for the year under review amounted to Rs.13872917/- in the current year as compared to Rs.16051360/- in the previous year.

Dividend:

In order to plough back the profit, 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 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, 2016, 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 Company''s plants & machineries, factories, properties, stocks and movables are adequately insured against various risks.

Directors & Key Managerial Personnel:

In accordance with the provisions of the Companies Act.,2013, Mrs. Joginder Kaur, Director (holding DIN-00550860) of the Company, retires by rotation at the conclusions of the forthcoming Annual General Meeting and being eligible, has offered herself for re-appointment.

In accordance with the provisions of the Companies Act.,2013, Mr. Umesh Chandra Sahoo, Director ( holding DIN-00550108) of the Company, retires by rotation at the conclusions of the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

The Board appointed Mrs. Ananya Dey (DIN-01297763) as Additional Director with effect from 1st day of July, 2016. She will vacate office of Director at forthcoming Annual General Meeting. However the Company has received notice from a Member signifying her intention to propose Mrs. Ananya Dey''s name for Director at the forthcoming Annual General Meeting.

The Company has received declarations from the Independent Director(s) of the Company confirming that they meet the criteria of independence as prescribed both under 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 Director, 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.

Board Meeting:

During the year 2015-16, the Board of Directors met SEVEN times viz. on 30.04.2015,31.07.2015, 25.08.2015, 02.09.2015, 31.10.2015,31.01.2016 and 28.03.2016.

Director''s 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, 2016, 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, 2016 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:

Mr. Saketh Kumar Agarwal proprietor of M/s Saketh Agarwal & Associates, Chartered Accountant, vide Membership No.-308283 with Firm Registration No.-329093E office at Opposite HeatTravel & Tours, Vidhyasagar Road, Khalpara, Siliguri-734005 as Statutory Auditors for the F.Y. 2016-17 of the company in place of M/s. MANTRY & ASSOCIATES, Chartered Accountants. The Company has received a certificate from the statutory auditors to the effect that their appointment, if made, would be within the limits prescribed. The Statutory Auditors have also confirmed that they hold a valid certificate issued by the "Peer Review Board" of The Institute of Chartered Accountants of India.

The Report of the Auditors is self explanatory in itself, although the Auditors of the Company has Qualified such report and the basis of such qualification has been disclosed in the Auditors Report itself. Please refer to the report of the Auditors for such qualifications.

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., Chartered 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 2015-16.

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 Board Meeting has appointed M/s. D. Sabyasachi & Co. ( Membership No. 00369), Cost Accountants Kolkata as the Cost Auditors of the Company for the Financial Year 2015-16. 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 2015-16. The Report of the Secretarial Auditors is enclosed as Annexure-1 to this report. The report is self explanatory and do not call for any further comments.

Board Evaluation:

The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole.

Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

Based on questionnaire and feedback, the performance of every Director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC). The meeting of NRC also reviewed performance of the Chief Executive Officer and Managing Director on goals (quantitative and qualitative) set at the beginning of the year in April''2015. Mrs. Ananya Dey, Additional Director, being appointed on 1st day July''2016was excluded from the process of evaluation.

A separate meeting of the Independent Directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman. Post the Annual ID meeting the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board''s Chairman covering performance of the board as a whole performance of the Non-Independent Directors and performance of the Board Chairman.

Some of the key criteria for performance evaluation are as follows:

Performance evaluation of Directors-

*Attendance at Board or Committee meetings.

‘Contribution at Board or Committee meetings.

*Guidance/support to management outside Board/committee meetings.

Performance evaluation of Board and Committee:

*Degree of fulfillment of key responsibilities.

*Board structure and composition.

‘Establishment and delineation of responsibilities to committees.

‘Effectiveness of Board process, information and functioning.

*Board culture and dynamics.

*Quality of relationship between Board and management.

*Efficacy of communication with external stakeholders.

Contracts and Arrangements with Related parties:

All transactions entered with related parties for the year under review were on arm''s length and in the ordinary course of business and as such provisions of Section 188 of the Act are not attracted. Thus disclosure in Form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the promoters, Directors or Key managerial personnel.

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 Company''s 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 or courts or tribunals impacting the going concern status and company''s operations in future:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

Obligation under Sexual harassment of Women at Workplace (Prevention, Prohibition & Redressal)Act2013:

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 2015-16.

No of complaints received: Nil No of complaints disposed off: Nil

Particulars of Employee:

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore no 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-ll.

Vigil Mechanism:

Pursuant to the requirement of the Act, 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-lll.

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.

Statutory Information:

As no Employee of the Company was in receipt of Gross remuneration of 60,00,000/-or more per annum or 5,00,000/- or more per month during the year, provisions of Section 197 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable.

Particulars of loans, guarantees or investments under section 186:

During the year under review, the Company has not advanced any loans/ given guarantees/ made.

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

Paramdeep Singh Hardev Singh

( Director) ( Managing Director)

Siliguri Office :

25 Bardhaman Road

Siliguri - 734005

Date : 29th. August, 2016


Mar 31, 2014

Dear members,

The Directors take pleasure in presenting the Twenty - Eighth Annual Report of the Company together with Audited Statement of Accounts for the year ended 31st March,2014 1. FINANCIAL RESULTS Current Year Previous Year Rs. Lacs Rs. Lacs

Total Turnover & other Receipts 7744 11649

Operating Profit before Interest, 319 312 Depreciation and other non cash expenses

Less : Interest on Loan 53 85

Cash Profit 266 227

Less : Depreciation and other 140 92 non cash expenses

Profit for the year 126 135

Provision for Taxation (39) (36)

Profit after Tax 87 99

Add: Profit brought forward 1185 1086 from Previous year

Profit available for appropriation 1272 1185

Profit carried forward to next year 1272 1185

2. DIVIDEND

Your Directors have not recommended dividend for the year ended 31st March''2014.

3. OPERATION

The turnover and other receipts of your company has been Rs.7744 lacs as against Rs. 11649 lacs in the previous year . Profit after taxation stood at Rs.87 lacs as against Rs. 99 lacs in the previous year.

4. FUTURE PROSPECT

The Central Government has shown concern towards balance application of fertilizer dose, which presently skewed in favour of Nitrogen Fertilizer. If this happens in near future , then the phosphate fertilizer industry will go through a boom phase. Subsidised Maximum Retail Price of SSP fertilizer is low in comparison to other high grade substitutes. Due to its low price, this fertilizer has the farmers '' acceptability within our marketing zone. So there is hope for the growth of our present business.

5. DIRECTORS

Mr. Hardev Singh & Mr. Umesh Chandra Sahoo retires by rotation in the forthcoming Annual General Meeting and, all being eligible, have offered themselves for re appointment.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that :

1. In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures of the same .

2. The Directors have selected such accounting policies and applied them consistently and made judgement 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 31st March, 2014 and of the profit of the Company for the year ended on that date.

3. The Directors had 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 preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts of the company on a going concern basis.

7. EMPLOYEES

Information as prescribed Under Section 217(2A) of the Companies Act, 1956 (The Act) read with the Companies (Particulars of Employees) Rules, 1975, amended from time to time forms part of this report As per the provisions of Section 219 (i) (b) ( iv) of the Act, the Report and Accounts are being sent to the Shareholders of the company excluding the statement of particulars of employees under section 217 (2A ) of the Act. Any shareholder interested in obtaining a copy of the statement or inspection may write to the Registered Office of the company.

8. CONSERVATION OF ENERGY

The necessary details under the captioned heading have been given as per Annexure A.

9. AUDITORS

M/s. Mantry & Associates, Chartered Accountants, Siliguri are the retiring auditors and, being eligible, have offered themselves for reappointment.

10. AUDITORS'' REPORT

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

11. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report including certificate of the auditors thereon is annexed and marked as Annexure B which forms part of the report

12. MANAGEMENT DISCUSSION & ANALYSIS

A statement of management discussion and analysis is annexed and marked as Annexure C which forms part of the report.

13. APPRECIATION

Your Directors wish to record their appreciation of the valuable co operation and support received from the customers, Banks, Central Government and various State Government. Your Directors are also grateful to shareholders and employees for the continued support to the company.

For and on behalf of the Board of Directors

(Hardev Singh) Managing Director

Siliguri Office :

25 , Burdwan Road Siliguri - 734005

Date: The 4th September, 2014


Mar 31, 2010

The Directors take pleasure in presenting the Twenty - fourth Annual Report of the Company together with Audited Statement of Accounts for the year ended 31st March,2010

1. FINANCIAL RESULTS Current Year Previous Year Rs. Lacs Rs. Lacs

Total Turnover & other Receipts 6063.55 12578.22

Operating Profit before Interest,

Depreciation and other non cash expenses 280.67 355.59

Less: Interest on Loan 54.65 122.80

Cash Profit 226.02 232.79

Less: Depreciation and other

non cash expenses 118.31 116.57

Profit for the year 107.71 11622

Provision for Taxation (53.36) (43.303)

Profit after Tax 54.35 72.92

Add: Profit brought forward

from Previous year 90327 830.35

Profit carried forward to next year 957.62 903.27

2. DIVIDEND

Your Directors have not recommended for payment of any dividend in respect of the year ended 3 lsi March, 2010, mainly due to meagre profit during the year under review.

3. OPERATION

The turnover and other receipts of your company has been Rs. 6063.55 lacs as against Rs. 1257822 lacs in the previous year. Profit after taxation stood at Rs. 54.35 lacs as against Rs. 72.92 lacs in the previous year.

4. FUTURE PROSPECT

The Government of India has introduced Nutrient Based Subsidy (NBS) for Phosphatic Fertiliser: w.e.f. 01.052010. After introduction of NBS, Government subsidy per tonne of fertilizer sale ha; increased & side by side selling price to fanners has decreased. In case of your companys SSF fertilizer, it became somewhat cheaper than other alternate fertilizers. So, your Directors expect e higher demand for your companys SSP fertilizer in future, which will bring financial benefit to you: company.

5. DIRECTORS

Mrs. Joginder Kaur, Mr. Paramdeep Singh and Mr. R.C.Wadhwa retire by rotation in the forthcom ing Annual General Meeting and, all being eligible, have offered them selves for re appointment.

6. DIRECTORS RESPONSIBILITY STATEMENT

As per newly inserted Section 217(2AA) of the Companies Act, 1956 your Directors state :-

1. That in the preparation of Annual Accounts, the applicable Accounting Standards had been fol lowed and no material departure have made from the same.

2. That the Directors had selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the period.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the annual accounts on a going concern basis.

7. EMPLOYEES

No employee has been in receipt of salary of Rs. 24 lacs or more per annum or Rs. 2 lacs or more per month during any part of the year under review and hence the necessary details as per the provisions of Section 217(A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not required to be furnished.

8. CONSERVATION OF ENERGY

The necessary details under the captioned heading have been given as per Annexure A.

9. AUDITORS

M/s. Mantry & Associates, Chartered Accountants, Siliguri are the retiring auditors and, being eligible, have offered themselves for reappointment.

10. AUDITORS REPORT

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

11. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report including certificate of the auditors thereon is annexed and marked as Annexure B which forms part of the report.

12. MANAGEMENT DISCUSSION & ANALYSIS

A statement of management discussion and analysis is annexed and marked as Annexure C which forms part of the report.

13. APPRECIATION

Your Directors wish to record their appreciation of the valuable co operation and support received from the customers, Banks, Central Government and various State Government. Your Directors are also grateful to shareholders and employees for the continued support to the company.



Siliguri Office : For and on behalf of the Board of Directors

25, Burdwan Road

Siliguri- 734005

Date: The 2nd September, 2010 ( Hardev Singh )

Chairman - cum - Managing Director

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