Directors Report of Teesta Agro Industries Ltd.

Mar 31, 2025

On behalf of the board of Dirac tors, it Ls our pleas art- to present the 39^th Annual Report
together with the Audited Statement of Accounts of Teesta Agro Industries Limited { ihe
company”) for the year ended on 31st March, 21)25.

Financial summary or performance of the company;

. (Rs. In lacs)

Particulars	Year ended	Year ended
	31.03.2025	31.03.2024
Net turnover and Other Income	18838	16473
Profit before depreciation, interest & tax	1319	854
Less; Depreciation	288	246
:Interest	'' 88	101
Profit/loss before tax	94.3	507
Less: Exceptional items	-	-
: Provision for lax
: Current Fax	(241)	(85)
: Deferred Tax	(21)	(61)
Profit/(loss) after taxation	6 79	36!

Operations:

Hie turnover and other receipts of your company have been Rs. 18838 lac against Rs. 16473
lac in the previous year. Hie profit after taxation stood at Rs. 679 lacs as against Rs. 36lines
in the previous year.

Dividend:

The Board lias nol recommended any dividend lor the financial year 2024-25 in view of
retaining cash for your C ompanv''s growth prospects.

Share Capital:

There 1ms not been any change in the paid-up capital oi your company during the year
under re\ iew. The paid-up capital stands at Rs. 557 lacs.

Listing agreement:

Hie listing agreement has been entered into by the company with the F.SF limited read with
the Securities and exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Your Company has paid listing lee lor financial vem
2024-25.

Fixed deposit:

Your company did not invite or accept any deposits from public and/ or shareholders
during Lhe year under review. As of 51st March, 2025, there were no fixed deposits pending
w ith the company.

Research and development:

Your company recognizes that research tk 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 and key Managerial Personnel:

At present vour Board is duly constituted comprising of 10 (Ten) Directors,

SI. No.	Maine of Directors	DIN	1 designation	Appointment Resignatii •: i
1.	MR. HARDLV 51NG11	U055078I	Managing Director	--
~	MR. UMlSH CHANDRA SAliOO	00550 LOS	Wholetime Director	Resigned as on 10.04.2025
X	MR. PARAMDEfeT SINICH	00550824	Whotctime Director	--—
4.	MR. 1NDFTDEET SI NCI I	00879115	Wholetime Director
5	MS JOGINPFR KAUK	00550860	Director	¦ ¦¦¦¦
6.	MS RAJSllAKill MAITV	07208080	Independent Director
7	MR St HASH Cl 1 ANOKA	07273238	Independent Director

	SAMAXTARAY
8.	MR I''RI’M SHANKAR PAN DC Y	09091634	Independent 1 )ii tv tor
9.	UASlll SARAF	10125808	Independent Director	Resigned as on 11.04.2025
10.	SI ffWANGl PANI >TY	10206677	Independent Director

The company has received declarations from the independent directors) ot the company
confirming Llut the\ meet the criteria of independence as prescribed under section 1-10(6) ul
lire Companies Act, 201.3 and Lire SliBl (Listing Obligation and Disclosure Requirements)
Regulations, 2015.

TIk company has devised a policy for performance evaluation of independent director-,
and the board, which includes criteria for performance evaluation of the non-executive
directors.

Suitable resolutions for appointment/reappointment of directors, as referred above, will l
placed tor approval of members in the forthcoming Annual General Meeting. Hu i-ii-t
resume and oilier information of Lhe concerned directors, in terms of the SF.BI (I.isiing
Obligation and Disclosure Requirements) Regulations, 2015 with stock exchange, have been
detailed in the notice convening the forthcoming Annual General Meeting,

There has been no change in the Company Secretary and CFO during the financial year

Hoard Meeting:

During the year 2024-25. Hie Board of Directors met Fight times viz. on 30.04.2024,
12 06.2024,04.07 2024 31.07.2024. 23.09.2024,31.10.2024,31.01.2025 and 29.03.2025.

Corporate Governance

A report on Corporate Governance (in accordance with SHIM Listing Obligations and
Disclosure Requirements) Regulations, 2015, the auditors'' certificate on compliance h i he
company. have been included in the Annual Report as a part of this report.

Directors'' Responsibility statement:

Pursuant to Hie requirement under section 134(3) (c)of the Companies Act, 2013 with
respect to directors’ responsibility'' statement, it is hereby confirmed that:

(i) m the preparation of llie annual accounts for the financial year ended 31st March, 262 >
tlie applicable accounting standards had been followed along with proper explanation
relating to material departures

(ii) the directors hud dented such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so ns to give a true anil fair
view of the state of affairs of the company as at March 31. 2025 and of the profit and loss of
Hie company for that period;

(iiij llie directors had taken proper and sulficicnt care toi the maintenance of adequate
accounting records in accordance with the provisions ol the Companies Act, 201" for
safeguarding the assets of the company and for preventing and detecting fraud and othei
irregularities;

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

(v) the directors had devised proper systems to ensure compliance with the provisions ol
all applicable laws and that such systems were adequate and operating effectively.

(\i) the directors has laid down internal financial control to be followed bv the company
and such internal financial controls are adequate and were operating effectively.

Statutory Auditor

M ''s Mantrv &. Associates, Chartered Accountants (Firm Registration No. 31504KF) the
statu ton¹ auditors of the Company was resigned on 23.07.2025 due to merger of firm. Due to
casual vacancy M/s Agarwal R G & Associates will hold office till the conclusion of die -13rd
Annual General Meeting, of the Company to tie held in the financial year 2029-30.

I he report In the Auditors is self-explanatory and has no qualification, reservation, ad\ erse
remark or disclaimer; hence no explanation or comments by the Board were required

Auditors Report:

The auditors’ report tend with relevant notes on accounts are self-explanatory and does not
call lor further clarification.

Internal Auditors: *

The board of directors of your company has re-appointed M/s. L.B. Prasad & Co., Clnirtemd
Aicuuntants SiligurifFirm Registration No. 32266IE) as internal auditors pursuant to the
provision of Section 13S of the Companies Act 2013 for the financial year 202-1-25.

Cost auditors:

Pursuant to section 14S of the Companies Act, 2013 and subject to notification ot rules
thereunder, the board of directors, on the recommendation of the audit committee has
appointed M/s. D. Subvusuchi & Co (Membership No. 00369), Cost Accountants, Kolk.d,i .is
the cost auditors oi the company tor the financial year 2024-25. M/s. D. Sabyasuchi 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 \l/s. Ranlu Das & Associates (Membership No. 8437) Practicing
l ompanv Secretary, to conduct Secretarial Audit for the Financial Year 202 1-25. Flu* report
ol the secretarial auditors is enclosed as Aimexure-1 to this report. As regards observations
and remarks made bv him in the report we are to state that necessary steps ure being taken
for complying with the requirements.

Policies

HI ₍i,is _1; i i: ami Disclosure Requirements) Regulations, 2015 mandated

the formulation of certain poliiius for all listed companies. All applicable policies .in¬
available under the head policy on the company''s 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 Board constituted a committee of Corporates Social Responsibility pursuant to the
requirement of Section 135 of Lhe Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules. 2UI4. A policy on Corporate Social Responsibility was
also adopted bv the Board of Directors at the said meeting. This Policy has been placed in the
Website ot the Company at the wu w.teestaagro.in.

iwMi, ih.. this n-n.nt. the committee comprises three members as under.

Name of the Member	Category	Attendance of Committee meeting
		31.0I.2U25
Mr. I’ar.iimleep Singh	Chairman	Yes
Mr Sulvish Chandra Samanlarav	Member	Yes
Mr Prem Shankar I’niulev	Member | V e>

During the year undet review one meeting was held on 31stjanuary2025. All the members of
the Committee were present at that meeting.

Pursuant to the provisions of Sc-i 135 of the C.ompaiues Act, 2015 and applicable Kul s.
during the financial year 2024-25, the Company was required to spend a sum of Rs. Jb,37,4115
towards Us C8K activities As per the recommendation of CSR Committee, the Board ot
Directors approved the said sum to be spent on eligible causes in line with tire Company''s
CSR Policy in association. The details of amounts spent through each of lire above entity are
mentioned below.

Annual Report on CSR activities / initiatives

Pursuant to Sts tion 135 ot tire Companies Act, 2013 read with Rule 2(1) (c) of Companies
(Corporate Social Responsibility Policy) Amendment Rules, 2021

l \ brief ouLline of the company''s CSK Policy including overview of projects or programmes
proposed to be undertaken, and a reference to the web-link to the CSR policy and p"iji el¬
and programmes are given below in Annexure - II

2. The composition of the C SR Committee :

As on llu- date »l’ this report ll »¦ cnimiuttec comprises three members as under

SI.

Name ot Directors

, Designation/ | Number of

Number of meetings 1

No.		Nature of 1 lirectorship	meeUngs of CSR Committee held during the year	CSR Committee attended during the year
1	Mi ParamdeepSingh	Non-executive	1	1
¦j	Mr Subash Chandra Samantaruy	Independent Director	I	1
3.	Mr. PremShankar Pandov	Independent Director	1	1

I''his Polio has been placed in the Website of the Company at the ¦ c''--. ..

3. Pats ule tin¹ details el Impact assessment ot CSR projects carried out in pursuance of sub¬
rule (3) ot i ule b of tiie t ompanies (Corporate Social responsibility Policy) Rules 2014 if
applicable - Not Applicable.

4. Details ot the amount available lor set off in pursuance ot sub-rule (3) of rule 7 ot die
Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set
off for the financial year, if any: Nil

5. Average net j >rofit of the coni pai iy as per section 135(5)- Rs. S31,71,031

%¦

6. (a.) Two percent of av erage net profit of the compimy as per section 135(3) - Rs. 16,63,421

(b) Surplus arising out of CSR projects or programmes or activ hies of the previous finani ial
years - Rs. 26,0In

(c) Amount re»|uired to In- set off for the financial y ear, if any - Rs. 26,016

(d) Total CSR obligation for the financial year |6(a) (b) (c) -Rs 16,37,405

7.

a) CSR amount spent or unspent for the financial year:

Total Amount Spent for die Financial Year, (in Rs.)	Amount L Total Amount feansiorred to Unspent C.SK Account as per section 133(6).	Jus pent (in Rs.) Amount transferred i.-am fund specified under Schedule VU us per second proviso to section 135(5).
	Amount I )ato of transler	Name Amount Date of

			u -3 i 1		transfer
lh,43,5U0	-	NA	NA	-	NA

b) Details of GSR amount spent against ongoing project for the financial war

sj No.	Name ill Pi''oh''il	Item from tin* lift >if hi.In ibe> tii S. lie!lull \ il to the Aft	Locations Districts (Si ¦no)	Amount Spent for the Project (Ks )	Mode of imp lent onlatio n- Dirti t Yes t No	Mode of lutploi through inijiteiiinilmg Name	men ting ^ssasi_ t''SR Re)’isrr*in Oil
T	Govt High Sdhx>l Hir.int|''iir, Punjab liv Cli No, tWUil''4 «1L Ir> 1)1 35)	Development 111 liili.eUiiulnri .in.l building at Rural Area	Plinth	¦100,0X1
i	Wellntv asr SOOI ti Su. m . Cli No. owe 1? dt 07.1! 1,3)	I’liujmle nihil •>) .ii''t-	Nawaivsliii ut. Ptinjiih	itxi.oon	m
3.	VV L Aiyii Girls High ’riMi.il (vii*) no 000516 at • l.Ul.25)	PlOIIMlilll’. I*tlui«tuui	\rttvilnstl.l In Punjab	200,000	Yes
4.	CKm t SR tini''>‘iul.i n (if hoot Cltouj’ii tV6i.ll	Ptoinule IvtU r ii n A tYdsiiruom finilitiuy for school students	Ca tigr.tr. CI11tU1rg.tr A	WJT^OII	Yes
5.	HGush Global I''ouinl.itioii	WlL-braliaii ul Uutg.i V ''i.	M it In n it. tV e « t M n in ba 1	illU.CJOCI	Ye*
6	Ertiiii.iitlui Govt Collage .Gangrar	V\ .ilei''Cuulei tVilli 1 lii''i lor S hiAtm le tils	Cangrar. tTiittorgar h	36,000	Yes
	TOTAL	i _		lfc.4r.3U)

A Amount spent in administrative overhead - Nil

HARDE SINGH
Managing Director
DIN 005507SI

Contracts And Arrangements with Related parties:

Your coinpum has formulated policy on related part) transaction (KIP) v,iiich is available
on company''s website tvivzv.tcesUm%ro>in. There was no transaction entered with related
parties tor the voar under review. Tints disclosure required under section 134(3)(h) ol the act
in form ACX -2 is enclosed as Annexure-IH. Further, there are no material transactions with
related part) (with the promoters, directors or key managerial personnel) during the year
under review, which is to be reported.

Changes in nature of business, it any

I here has been no change in the nature of business of the compam Your company contiiuu ••
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 oi lb •
compam between the end of the financial year to which the financial statements relate md
the dale oi the report.

Particulars of loans, guarantees or investments under section 186:

Tin compam has not given loans, guarantees or made investments during the year under
rev ievv.

Significant and material orders passed by the regulators

During the year under review, no significant and material orders were passed by the
regulators oj courts or tribunals impacting the going concern status and die company''s
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 sesu«il
harassment \11 employees (permanent, contra, lual, temporary, trainees) are covered under this
policy.

I he following is a summary of sexual harassment complaints received and disposed off during the
year 2024-2s.

No ol complaints received* Nil
No of complaints dispvvs.nl off: Nil

board Evaluation:

ITie company has devised a policy for performance evaluation of independent direct* i • md
the board, which includes criteria for periormance evaluation of tire non-executive and
executive directors.

Pursuant to Hie provisions of the Companies Act. 2013 and SI 01 (Listing Obligations no
Disclosure Requirements) Regulations, 2i''I5. the formal annual evaluation was carried out
for the board''s own performance, its committees and individual directors.

A structure*.! questionnaire was prepared after taking into consideration inputs received
from the directors, co\ ering various aspects of the board functioning including adequarv if
the composition of the board and its committees, board culture, execution and performance
ol specific duties, obligations and gov ernance.

A separate exercise was carried out for the ev aluation of individual directors (Initli executive
and non-executive/independent directors), board committees and the chairman. 1 he
director''s evaluation was broadlv based on parameters such as. meeting the expectation of
stakeholders, guidance and rev icw of corporate strategy, risks, participation and attendance
at board/committee meetings interpersonal skills lhe performance evaluation «*J Ju
chairman of ll.e com pain was undertaken bv the independent directors taking into account
the views oi executive directors and non-executive directors, lhe independent directors
assi ssed the quality, qu.mtitv and timeliness of flow of information between the company''s
management and lhe board, lhe directors expressed overall satisfaction on the evaluation
process. Based on the feedback ol Lire board evaluation process, appropriate measures v t
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 Rs 102,00.000 or more per annum for the Financial Year 2024-25, or Rs
850.l)lK)or more pei month for any part of the financial year, as set out in Hie Companies
(Appointment and Remuneration ol Managerial Personnel) Rules, 2014. Therefore, no such
details have been provided as required under section P>7(12) of the Companies \ct ¹ i| ''
read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules. 201 I

I he ratio of remuneration of each Director to the median employee''s remuneration and
other details in accordance with siib-st < Hon 12 of Section 107 of (lie Act read with Rule 5{ 11
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2 Id
as amended, mi ms part of this report and is marked as "Annexure-IV"

Extracts of the annual return in form-MGT-9:

Puisuant to section 92(3) of the Companies Act. 2013 read with rule 12(1) ol the C ompanics
(Management And Administration) Rules 2011 (as amended) extract ol annual re¹, n i.
form MGT-¹¹ is maiked as "Annevure-^V" and being hosted cm lhe websile ol ilujcomi m.
www.teeslaagro.iri.

Vigil mechanism:

Puisuant to the requirement of the section I "7(0) ol Hu* Companies Acl, 2013. the company
has established vigil nolumism which also incorporates a whistle blower policv in l- rius t i

the listing agreement. Protected disclosures can be made bv a whistle blower through an e-
ma.il or phone or letter to the chairman of audit committee.

Internal financial controls:

I lv ¦ ompanv has in pi. u. adequate internal financial controls with reference to financial statement¹
During the war, such controls were tested and no reportable material weaknesses in the design "t
operation u ere observed

Human resources and industrial relations:

The industrial relations of the company with the personnel have continued to be cordial ami
amicable, "i our directors ackmm ledge and appreciate the efforts and dedication of
employees lo the company Your directors wish to place oil record the co-operation received
from the stalls and workers at all levels and at all units.

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

Your compum has directed its efforts ter reduce energv costs by foi using on energ\ in ¹
through the best optimization of operations on day-to-day basis. The company has us* d
fuels in appropriate mix lo 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 tlie prescribed format as
an uiwexure to lhe report .md marked ns "Annexure-VI".

Compliance with the provisions of Secretarial Standards issued L>y ICS1

lhe Board of Directors hereb\ declare the compliance of the provisions of Secretarial
Standards-! ("Board Mootings"I and Secretarial Standards - 2 ("General Meetings'' l issued
bv IC5I and notified by the MC A U/s 118(10) of the Companies Act, 201:4, for all lhe Board
and General Meetings of the Company held during the Financial Year 2024-25.

Details of application made or any preceding pending under 1BC, 2016 during the FY
along with the current status

No applications are hied or pending under 1BC, 2016 against die Company I lence th aid
provision is not applicable to the Company

The details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof: Not applicable

Pursuant to Liu? provisions of ill. Companies \ct, 2013 and ^IZBI (Listing Obligation*. and
Disclosure Requirements) Regulations, 2ul5, the formal annual evaluation was carried out
lot the board''s own peitormanee, its committees and individual directors.

\ structured questionnaire was prepared after taking into consideration inputs received
from the directors, covering various aspects of the hoard functioning including adequacy of
the composition of the l>oard and its committees, board culture, execution and perform. mu
of specific duties obligations and governance.

\ separate exercise w as . urried « ul for the evaluation of individual directors (both cxccutix
and non-executive/independent directors), board committees and the chairman The
director''s evaluation was broadly based on parameters such as, meeting the expectation of
stakeholders guidance and review of corporate strategy, risks, participation and attend a ms
at board/cominittee meetings, interpersonal skills lhe performance evaluation <>| i|

<¦ hainrian ol the comp.un was undertaken by Lhe independent directors taking into aco unt
flu* views of executive directors and non-executive directors, the independent directors
assessed the quality, quantify and timeliness of flow of information between the company s
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 emplo\ ee:

None of lhe employees, employed during the year, was in receipt ql remuneration, in
aggregate of Rs 102 .00.000 or more per annum for the Financial Year 2024-25, or Rs
H5t),(HM).or 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 uch
details have been provided as required under section l^c>7(12) of lhe Companies Act. 2013
read with rules 5(2) and 5(3) of tile Companies (Appointment and Remuneration oi
Managerial Personnel) Rules, 2014

lhe ratio of remuneration of each Director to rite median employee’s remuneration and
other detail?, m accord;ime with sub-section 12 of Section 197 of the Act read with Rule S( I)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules H I.
as amended tornis part of this report and is marked .is "Annexure-IV"

''linn iliiuctois take Lius Opportunity to place on record their appreciation and sincere
gratitude to the Government ot India, Government of West Bengal, and the bankers to the
com pain lor 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 Lire shareholders
and employees ol your com pane.

l^;oi and on behalf ol the board • >| directors

l''lace: Iv.ijganj, lalpaiguri
West Bengal -735134

Dated: 23.(17.2025 > I

flvvBV

v. *, " •—• -"

Para radeep Singh Hardev Singh

DIN: 00550824 DIN: 00550781

(Whulctime Director) (Managing I)ireci.»r)

1

xtracts of the annual return in form-MCT-9:

---

Mar 31, 2024

On behalf of the Board of Directors, it is our pleasure to present the 38^th Annual Report together with the Audited Statement of Accounts of Teesta Agio Industries Limited ("the company") for the year ended on 31st March, 2024.

Financial summary or performance of the company:

( Rs. In lacs )
Particulars	Year ended	Year ended
	31.03.2024	31.03.2023
Net turnover and Other Income	16473	28663
Profit before depreciation, interest & tax	854	1306
Less : Depreciation	246	208
: Interest	. 101	76
Profit/loss before tax	507	1022
Less : Exceptional items	W	-
: Provision for tax
: Current Tax	(85)	(263)
: Deferred Tax	(61)	(25)
Profit/(loss) after taxation	361	734

Operations:

The turnover and other receipts of your company has been Rs. 16473 lacs against Rs. 28663 lacs in the previous year. The profit after taxation stood at Rs. 361 lacs as against Rs. 734 lacs in the previous year.

Dividend:

The Board has not recommended any dividend for the financial year 2023-24 in view of retaining cash for your Company''s growth prospects.

Share Capital:

There has not been any change in the paid up capital of your company timing the year under review. The paid up capital stands at Rs. 557 lacs.

Listing agreement:

The,listing agreement has been entered into by the company with the BSF, limited read with the Securities and Exchange Board of India (Listing Obligations anti Disclosure Requirements) Regulations, 2015. Your Company has paid listing fee for financial year 2023-24.

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, 2024, there were no fixed deposits pending with tire 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 and key Managerial Personnel:

At present your Board is duly constituted comprising of 10 (Ten) Directors,

SI. No.	Name of Directors	DIN	Designation	Appointment / Resignation
1.	MR. HARDEV SINGH	00550781	Managing Director
2.	MR. UMESH Cl IANDRA SAHOO	00550108	Whole time Director
3.	MR. PARAMDEEP SINGH	00550824	Whole time Director
4.	MR. 1NDERDEEP SINGH	00879115	Wholetime Director
5.	MS. JOGINDER KAUR	00550860	Director	—
6.	MR. SLTDESIT KUMAR	07112159	Independent Director	Resigned on 14.07.2023
\7.	MS. BA1SHAKHI MA1TY	07208089	Independent Director	—
8.	MR. SUBASH CHANDRA SAMANTARAY	07273238	Independent Director

9.	MS. SVVATI SINGH	08621738	Independent Director	Resigned on 14.07.2023
10.	MR. PREM SHANKAR PANDEY	09091634	Independent Director	•---
11.	RASII1 SARAF	10125808	Independent Director	Appointed on 01.08.2023
12.	SHI WANG] PANDEY	10206677	Independent Director	Appointed on 01.08.2023

The company has received declarations from the independent directors) of the company confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 21)13 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 evaluation 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.

There has been no change in the Company Secretary and CFO during the financial year.

Board Meeting:

During the year 2023-24, the Board of Directors met Eight times viz., on 29.04.2023,

12.06.2023, " 19.07.2023, 31.07.2023, 10.10.2023, 31.10.2023, 31.01.2024 and

30.03.2024.

Corporate Governance

A report on Corporate Governance (in accordance with SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors'' certificate on compliance by the company, have been included in the Annual Report as a part of this report.

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, 2024, 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 shite of affairs of the company as at March 31, 2024 and of the profit and loss of the company for that period;

(iii) tire directors had taken proper and sufficient care for tire maintenance of adequate accounting records in accordance with the provisions of tire Companies Act, 2013 for safeguarding tire assets of lire company and for preventing and detecting fraud and Other irregularities;

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

(v) tire directors had devised proper systems to ensure compliance with tire provisions of all applicable laws and that such systems were adequate and operating effectively.

(vi) the directors has laid down internal financial control to be followed by tire company and such internal financial controls are adequate and were operating effectively.

Statutory Auditor:

M/s Mantry & Associates, Chartered Accountants (Firm Registration No. 315048E) the statutory auditors of the Company, will hold office till the conclusion ol the Annual General Meeting for the financial year 2026-27 for a second term of five consecutive year''s. ^

The report by the Auditors is self explanatory and has no qualification, reservation, adverse remark or disclaimer; hence no explanation or comments by tire Board were required.

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 tire provision of Section 138 of the Companies Act, 2013 for dre financial year 2023-24.

Cost auditors:

Pursuant to section 148 of dre Companies Act, 2013 and subject to notification of rules there under, the board of directors, on the recommendation of dre audit committee has appointed M/s. D. Sabyasachi & Co. (Membership No. 00369), Cost Accountants, Kolkata as the cost auditors of the company for die financial year 2024-25. M/s. D. Sabyasachi & Co. have confirmed dial their appointment is within die limits and they are free from any disqualifications as provided in section 141 of dre act. TV''C* /

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 2023-24. The report of the secretarial auditors is enclosed as Annexure-1 to this report. As regards observations and remarks made by him in the report we are to state that necessary steps are being taken for complying with the requirements.

Policies

Fite SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated tire formulation of certain policies for all listed companies. A1J applicable policies are available under the head policy on the company''s website: www.teestaagro.ln. Tire policies.are reviewed periodically by the board and updated based on need and new compliance requirement.

Corporate Social Responsibility

Tire Board constituted a committee of Corporate Social Responsibility pursuant to the requirement of Section 135 of the Companies Act, 2013 read with Companies {Corporate Social Responsibility Policy) Rules, 2014. A policy on Corporate Social Responsibility was also adopted by the Board of Directors at tire said meeting. This Policy has been placed in the Website of the Company at tire www.teestaagro.in.

As on the date of this report, tire committee comprises three members as under:

Name of tire Member	Category	Attendance of Committee meeting
		30.03.2024
Mr. Paranrdeep Singh	Chair man	Yes
Mr. Subaslr Chandra Sanrantaray	Member	Yes
Mr. Prem Shankar Pandey	Member	Yes

During the year under review one meeting was held on 30th March 2024 . All tire members of the Committee were present at that meeting.

Pursuant to the provisions of Sec 135 of the Companies Act, 2013 and applicable Rules, during the financial year 2023-24, the Company was required to spend a sum of Rs.15,43,118/- towards its CSR activities. As per tire recommendation of CSR Committee, the Board of Directors approved tire said sum to be spent on eligible causes in line with the Company''s CSR Policy in association. Tire details of amounts spent through each of tire above entity are mentioned below.

Annual Report on CSR activities / initiatives

Pursuant to Section 135 of the Companies Act, 2013 read with Rule 2(1) (c) of Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021

1. A brief outline of the company''s CSR Policy including overview of projects or programmes proposed to be undertaken, and a reference to the web-link to tire CSR policy and projects and programmes are given below in Annexure - II.

2.	The composition of the CSR Committee : As on tire date of this report, the committee comprises three members as under:
	SI. No.	Name of Directors	Designation/ Nature of Directorship	Number of meetings of CSR Committee held during the year -¦	Number of meetings of CSR Committee attended during the year
	1.	Mr. Paramdeep Singh	Non executive	1	1
	2,	Mr. Subash Chandra Samantaray	Independent Director	I	1
	3.	Mr. Prem Shankar Pandey	Independent Director	1	1

This Policy has been placed in the Website of tire Company at the vv''w w. teesta agro. in.

3. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Polio ) Rules, 2014, if applicable - Not Applicable.

4. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: Nil

5. Average net profit of the company as per section 135(5)- Rs. 771,55,912

6. (a) Two percent of average net profit of the company as per section 135(5) - Rs. 15,43,118

(b) Surplus arising out of CSR projects or programmes or activities of the previous

financial year - 112,000

(c) Amount required to be set off for the financial year, if any - 112,000

(d) Total CSR obligation for the financial year (6(a) (b) (c) - Rs. 14,31,118 , •

Contracts And Arrangements with Related parties:

Your company has formulated policy on related party transaction (RIP) which is available on company''s website www.teestaagro.in. There was 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 enclosed as Annexure-llI Further, there are no material transactions with related party (with the promoters, directors or key managerial personnel) during the year under review, which is to be reported.

Changes in nature of business, if any

There has been no change in tire nature of business of tire 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 lias not given loans, guarantees or made investments during tire year under review.

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 tire going concern status and the company''s 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 following is a summary of sexual harassment complaints received and disposed off during the year 2023-24.

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 board''s 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 anti governance

A separate exercise was carried out for tire 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 assessed the quality, quantity anti timeliness of flow of information between the company''s management and the board, lhe directors expressed overall satisfaction on the evaluation process. Basetl 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 Rs. 102,00,000 or more per annum for the Financial Year 2023-24, or Rs. 850,000 or 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 as 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.

The ratio of remuneration oi each Director to the median employee''s remuneration and other details in accordance with sub-section 12 of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this report and is marked as ¦"Annexure-IV''''

Extracts of the annual return in form-MGT-9:

Pursuant to section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management And Administration) Rules, 2014 (as amended) extract of annual return in form MGT- 9 is marked as "Annexure-"V" and being hosted on the website of the company www.teestaagro.in.

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 phono 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 have 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 " Annex ure-VI".

Compliance with the provisions of Secretarial Standards issued by ICSI

The Board of Directors hereby declare the compliance of the provisions of Secretarial Standards-! ("Hoard Meetings") and Secretarial Standards - 2 ("General Meetings") issued by ICSI and notified by the MCA U/s 118(10) of the Companies Act, 2013, for all tire Board and General Meetings of the Company held during the Financial Year 2023-24.

Details of application made or any preceding pending under IRC, 2016 during the FY along with the current status

No applications are filed or pending under 1BC, 2016 against the Company. Hence the said provision is not applicable to the Company.

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Ranks or Financial Institutions along with the reasons thereof: Not applicable

Acknowledgments:

^ our directors take this opportunity to place on record their¹ 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 tire support and co-operation received from the shareholders and employees of your company.

---

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