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Directors Report of Arcuttipore Tea Company Ltd.

Mar 31, 2014

Dear Members,

The Directors present their 145th Annual Report and the Audited Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS

Particulars For the year For the Year ended ended 31st March 2014 31st March 2013 Rs. Rs.

Profit/ (Loss) before depreciation (8,05,822) (17,14,875) Provision for depreciation (29,64,270) (13,78,695)

Profit/ (Loss) after depreciation (37,70,092) (30,93,570) Provision for Taxation - -

Profit / (Loss) after tax (37,70,092) (30,93,570) Add:(Loss) Brought forward from previous year (12,33,64,010) (12,02,70,440)

Transfer to Balance Sheet (12,71,34,102) (12,33,64,010)

Profit available for appropriation NIL NIL

DIVIDEND

Since your Company has incurred loss this year and in view of accumulated losses, your Directors regret their inability to recommend any dividend for the year ended 31st March,2014.

Review of Operations

CROP & MADE TEA

Your directors report that during the year ,your company has produced 17,46,984 kgs of green leaf as compared to previous year green leaf production of 19,16,325 kgs , resulting in a considerable fall of 169341 kgs due to the reason that there has been erratic climate and undistributed rain in the year that had caused fall in green leaf production against budgeted production of 20,00,000 kgs. Your company has however managed and inducted huge amount of private funds as well internal accruals in the operation to reap full production of tea made during the year ,and has been continuing payments of old statutory dues. Moreover, there has been a huge capital investment amounting Rs 25,49,221/-in machineries and others this year too as you were aware that your company has been trying come out of both financial crunch and dirt of earlier years of non - operations.

This year your company has made 4,04,456 kgs of tea as compared to 2,45,076 kgs in the previous year so as to reap reasonable margins on sale of its tea product in this competitive domestic and international market. This has assisted your company to meet payment of old statutory dues and meeting increasing labour payments , amenities to employees and garden overheads .

During the current season, it is our endeavor that the company''s tea production activities should be continued at full swing in order to reap reasonable margins on sale of its tea product in this competitive domestic market .

PERFORMANCE

Your Directors report that the Company has incurred net loss of Rs.37,70,092/- (Previous year Rs.30,93,570/- which includes loss Rs.25,64,320/- on sale of shares) during the year, resulting in continuous erosion in net worth of the company. The company has written back liabilities amounting Rs.42,07,132/- during the year, though there has been no sundry balances written off in the statement of account. However , your company has repaid the persisting Tea Board loan of Rs. 28,03,031/- and have received Subsidy on plantations amounting Rs.15,89,891/- during the year and have been able to register their entitlements of subsidy on plantation for future periods too . The losses in tea business as compared to last year has been recorded on account of considerable decrease in production of green leaf..

FUTURE PROSPECTS

Your Directors observe that there has been considerable ups and downs in demand of tea in the domestic market as well as in overseas markets in the present year. As you are aware ,your company has been endeavoring to come out completely from unfavourable financial situation and persisting circumstances at the garden due to continued losses on account of erratic climate and undistributed rain that has been causing lower production of green leaf against the estimations for the current year too, and this has been causing in lower production of tea made although there has been higher margin on sale of tea made during the current period in the domestic market . Under the circumstances, the Company is taking adequate steps timely for manuring the garden and also taking reasonable repairs works of machineries and factory buildings in anticipation that the company would improve production of green leaf yielding tea made production with improvement in quality of tea. It is visualized that your company would be able to reap good margins on made tea in the current season.

Despite the prevailing situation, your company is contemplating to achieve positive results in the current year provided there would have been coverage for loss of production of green leaf in the remaining period as per the estimations and the company is taking steps in cementing its position in the market with its quality of tea product and better realization.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Board of Directors hereby state that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departure.

(b) it has 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 31 March ,2014 and of the loss of the Company for the financial year ended on that.

(c) the Directors have 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; and.

(d) the Directors have prepared the annual accounts on a going concern basis.

DIRECTORS

The Board of Directors comprises of 4 ( Four ) directors and confirms that it has the required number of Independent Directors as envisaged under Section 149(4) of the Act.

Mr. C.P.Poddar retires at the ensuing Annual General Meeting ,and being eligible, offers himself for re-appointment.

The Companies Act , 2013 ( "the Act" ) provides for appointment of independent Directors . Section 149 of the Act ( effective from April 1,2014 ) provide that independent Directors shall not hold office for more than two consecutive terms of upto five years each provided that the Director is re-appointed by passing a special resolution on completion of his first term . Independent Directors are no longer to retire by rotation . Further as per explanation provided under Section 149 of the Act , any term of an Independent Director on the date of commencement of this Section , i.e. April ,1,2014 shall not be counted as a term Accordingly, The Board of Directors in its meeting held on 26th May , 2014 has proposed the appointment of Mr. Naresh Shah as Independent Director of the Company to hold office for a term upto March 31, 2019 , subject to the approval of the members.

The Company has received declaration from the Independent Director of the Company confirming that he meets with the criteria of Independence as prescribed under Section 149 ( 6) of the Companies Act , 2013 and under Clause 49 of the Listing Agreement with Stock Exchange. Appropriate Resolution is being proposed at the ensuing Annual General Meeting to appoint him for a term upto five years as contemplated under Section 149(10) of the Act.

Mr. Harsh Kumar Bajoria, the Managing Director of the company, has informed that in view of continued losses and persisting financial shortage even in the year, he has forgone his basic remuneration for the year and has decided to continue rendering his services as Managing Director as he had so been rending in earlier years even without remuneration.

The company took on record the appreciation of services rendered by Mr. Harsh Kumar Bajoria during the year and his continued support. However, renewal of the letter of appointment and remuneration of Mr. Harsh Kumar Bajoria as Managing director of the company and the requisites compliances in this regard with the Registrar of Companies, West Bengal, are pending

AUDITORS REPORT

The Notes on Financial Statements referred to in the Auditors ''Report are self explanatory and need no further explanations in this regard.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

A separate Report on ''Corporate Governance'' along with Auditor''s Certificate on its compliance and "Management Discussion & Analysis" are annexed hereto.

AUDITORS

The Board , on recommendations of the Audit Committee , has proposed that M/s Gora & Company, Chartered Accountants, who retires at the conclusion of the forthcoming Annual General Meeting, be re appointed as Statutory Auditors of the Company , to hold office for a period of 3 years from the conclusion of this Annual general Meeting till the conclusion of 148th Annual General Meeting 2017 ( " AGM" ) , subject to ratification by members at every AGM held after the ensuing AGM . M/S Gora & Company , Chartered Accountants have signified their consent in writing for such appointment along with a certificate stating that their appointment , if made , shall be in accordance with Section 139 read with Section 141 of the Companies Act 2013.and however, there is a confirmation from them that they are not covered with the ongoing cycle of the peer review process as required by the "Statement on Peer Review" issued by The Institute of Chartered Accountants of India.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year under review in terms of the Listing Agreement with the Bombay Stock Exchange i.e. BSE is annexed.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

The information required under Section 217(1) (e) of the Companies Act read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are set out in an annexure hereto forming part of the report. There were no foreign exchange earnings but outgo during the year under review and the same are stated in Statement of Profit & Loss.

PARTICULARS OF EMPLOYEES

Particulars as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended) are not given, as no employee of the Company falls under the prescribed category.

DEPOSITORY SYSTEM

The Company''s equity shares are listed on the Regional Stock Exchanges at Bombay and, Kolkata, for transactions of shares in demat form. The shares of the company are tradable in demat form. The company has regularly been meeting the compliances with the Exchange. It is stated that such action has boosted the shareholders confidence. The listing Fees for the Financial year 2014-15 to BSE have not been paid. However, the trading of shares in the company is suspended at Calcutta Stock Exchange.

INDUSTRIAL RELATION

During the year under review, your Company has been maintaining cordial and mutually helpful relationship with its employees. The Board takes on the records its deep appreciation of the co- operation and support extended by employees at all levels and looks forward to their total involvement and in pertaining the overall improvement of the Company.

APPRECIATION

Your Directors wish to place on record their appreciation for the valuable and continued support received from the Government, lenders, bankers , Share holders , Stock Exchanges and all other business associates for the growth of the organization . Your Directors also place on record their appreciation of the wholehearted support extended by the employees & workers of the company.

For and on behalf of the Board Kolkata Date: 26.05.2014 HARSH KUMAR BAJORIA (DIN: 00893180) Managing Director


Mar 31, 2013

The Directors present their 144th Annual Report and the Audited Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS

Particulars For the year ended For the Year ended 31st March 2013 31st March 2012 Rs. Rs.

Profit/(Loss) before depreciation (17,14,875) (7,33,948)

Provision for depreciation (13,78,695) (5,01,875)

Profit/(Loss) after depreciation (30,93,570) (12,35,823) Provision for Taxation -------- ---------

Profit/(Loss) after tax (30,93,570) (12,35,823)

(Loss) Brought forward from previous year (12,02,70,440) (11,90,34,617)

Transfer to Balance Sheet (12,33,64,010) (12,02,70,440)

Profit available for appropriation NIL NIL



DIVIDEND

In view of accumulated losses, no dividend is recommended for the Financial Year.

CROP & MADE TEA

Your directors report that since last five years, the company had not been producing made tea due to acute shortage of working capital fund in the garden, and had been selling the entire green leaf production over the years due to acute shortage of funds. During the year under review, the company however, has managed to induct considerable amount of funds in the operation from private parties & internal cash accruals from green leaf operations. The company has re-stored electricity supply from the Grid, the Assam Power Distribution Co. Ltd., Guwahati after payment of huge electricity dues, payments of old statutory dues, payments to suppliers, and has also made considerable amount of capital investment in machineries in order to re- commence production of tea at the factory.

As a result, with effect from 26Ih May, 2012, the company has rejuvenated the operating system and re-started production of tea although there has been continued sale of green leaf 8,90,275 kg during the year as against 1,91,6325 kg production of green leaf, at reasonable and realizable price for meeting funds requirements for labour payments, amenities to employees and garden overheads.

During the current season, it is our endeavor that the company''s tea production activities should be continued and carried out through out the year so that the company could reap reasonable margins on sale of its tea product in this competitive domestic as well as international market.

PERFORMANCE

Your Directors report that the Company has incurred net loss of Rs.30,93,5707- (Previous year Rs. 12,35,823/-) for the year which includes loss Rs.25,64,320/- on sale of shares during the year. The company has written back liabilities amounting Rs. 14,28,082/- during the year, though there has been certain sundry balances written off amounting Rs.6,87,164/- in the statement of account. The recovery of losses in tea business as compared to last year has been registered on account of increased production of green leaf by 48,686 kg. as compared to last year''s production during the year though there had been erratic climate and undistributed rain that had caused fall in green leaf production against budgeted production of 21,00,000 kg for the year under report. Against 10,26,050 kg of green leaf production, the company has made 2,45,076 kgs. of tea during the year.

FUTURE PROSPECTS

Your Directors stipulate that there has been improvement in demand of tea in the domestic market as well as in overseas markets in the present year. However, the company has not come out completely from unfavourable financial situation and persisting circumstances at the garden due to continued losses. During the current season too, the company has been facing erratic climate and undistributed rain that has been causing lower production of green leaf against the estimations for the year, resulting in lower production of tea made. The Company has taken steps for manuring the garden and has taken repairs works of machineries and factory buildings in anticipation that the company would improve production of green leaf as well as tea made with improvement in quality of tea. Under such circumstances, it is visualized that your company would be able to reap good margins on made tea in the current season.

As there has been continuous erosion in net worth of the company, the company is however contemplating to show positive results in the current season year provided there would have been favourable enhanced production of green leaf against the estimations followed by the company''s firm footing in the tea market with its quality of product and better realization.

Your directors, to the best of their endeavors and the consultations, are intending to revive the company''s operations in full swing, so that there should be generation of considerable amount of internal accruals from the operations and that may take the company out from the persisting circumstances and situations.

DEPOSITORY SYSTEM

The Company''s equity shares are listed on the Regional Stock Exchanges at Bombay and, Kolkata, for transactions of shares in demat form. The shares of the company are tradable in demat form. During the year, the amount paid to the Bombay Stock Exchange Ltd. for re-storation of listing of the company''s shares, and to the Registrar, have been charged to the statement of profit & loss account during the year under review. The company has regularly been meeting the compliances with the Exchange. It is stated that such action has boosted the shareholders confidence. However, the trading of shares in the company is suspended at Calcutta Stock Exchange.

INDUSTRIAL RELATION

During the year under review, your Company has been maintaining cordial and mutually helpful relationship with its employees. The Board takes on the records its deep appreciation of the co-operation and support extended by employees at all levels and looks forward to their total involvement and in pertaining the over all improvement of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, your Directors state that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departure.

(b) 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 at the end of the financial year and of the loss of the Company for the year.

(c) 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; and.

(d) the Directors had prepared the annual accounts on the going concern basis.

AUDITORS REPORT

The Notes on Financial Statements referred to in the Auditors ''Report are self explanatory and need no further explanations in this regard.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

A separate Report on ''Corporate Governance'' along with Auditor''s Certificate on its compliance and "Management Discussion & Analysis" are annexed hereto.

DIRECTORS

Mr. Shalakya Bajoria retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Harsh Kumar Bajoria, the Managing Director of the company, has informed that in view of continued losses and persisting financial shortage even in the year, he has forgone his basic remuneration for the year and has decided to continue rendering his services as Managing Director as he had so been rending in earlier years even without remuneration.

The company took on record the appreciation of services rendered Mr. Harsh Kumar Bajoria during the year and his continued support. However, renewal of the letter of appointment and remuneration of Mr. Harh Kumar Bajoria as Managing director of the company and the requisites compliances in this regard with the Registrar of Companies, West Bengal, are pending

AUDITORS

M/s Goia & Company, Chartered Accountants, Statutory Auditor of the company, retired at the forthcoming Annual General Meeting and offer themselves for re- appointment at the remuneration to be mutually agreed upon. The company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the Said Act together with a confirmation that they are not covered with the ongoing cycle of the peer review process as required by the "Statement on Peer Review" issued by The Institute of Chartered Accountants of India.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year under review in terms of the Listing Agreement with the Bombay Stock Exchange i.e. BSE is annexed.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

The information required under Section 217(1) (e) of the Companies Act read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are set out in an annexure hereto forming part of the report. There were no foreign exchange earnings but outgo during the year under review and the same are stated in Statement of Profit & Loss.

PARTICULAR OF EMPLOYEES

Particulars as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended) are not given, as no employee of the Company falls under the prescribed category.

APPRECIATION

Your Directors wish to place on record their appreciation of the support, which the Company continues to receive from the Government, lenders, bankers and business associates. Your Directors also place on record their appreciation of the wholehearted support extended by the shareholders and the employees & workers of the company. Kolkata



Date: 30.05.2013 HARSH KUMAR BAJORIA

Managing Director


Mar 31, 2011

The Directors present their 142nd Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March 2011.

For the year ended For the Year ended 31st March 2011 31st March 2010

Rs. Rs.

Profit/(Loss) before depreciation (20,66,353) (20,73,012)

Provision for depreciation (4,82,782) (11,79.584)

Profit/(Loss) after depreciation (15,83,571) (32,52,596)

Provision for Taxation

Profit /(Loss) after tax (15,83,571) (32,52,596)

(Loss) Brought forward from previous year (11,74,25,693) (11,41,73,097)

Transfer to Balance Sheet (11,90,34,617) (11,74,25,693)

Profit available for appropriation NIL NIL

MADE TEA & CROP

Your directors report that this has been the fourth year since 2007-08, the company has no production of made tea due to non restoration of electricity in the factory which has been on account of shortage of fund, and also of working capital requirements in the garden. The company could not re-start tea production even during the current season year 2011-12 on account of the aforesaid reasons till this date. Due to shortage of fund, the company could not make alternative fuel arrangements too. As a result, the company is reluctant to sell the entire production of 19,27,087 kgs green leaf during the year under report as compared to sale of 20,60,333 kgs. green leaf in the previous year.

During the current season , it is our and that out of the internal cash accruals and financial arrangement from parties , the company has been able to make payment of statutory dues partially as well as payment of huge electricity dues although there was no financial assistance from financial institutions and or banks. However, the company could not re-start tea production during the current season year too, and has been continuously selling green leaf during the present year at realizable price for meeting the increased labour payments, amenities to staff and labour and other garden overheads costs.

Barring unforeseen circumstances , the company is hoping to re commence its tea production in the next season and to do so, it is anticipating capital expenditure along with renovation and recommencing expenditure to restore production activities at full swing .

PERFORMANCE

Your Directors report that the Company has incurred gross loss of Rs.15,83,571/- for the year even after receipts of Rs 4,70,672/-(Previous Year Rs 16,55,135/-) on insurance services during the year , as compared to a gross loss of Rs. 32,52,596/- for the previous year. The main reasons were unfavorable climate and undistributed rain that had caused fall in green leaf production by 1,33,246 kgs as compared to the last year production and against the production estimations for the year under report ,and the same are also coupled with non restoration of tea production, non payments of electricity dues and non recovery of outstanding dues and advances amount, Out of non recovery of outstanding dues advances, Rs. 92,45,387 was written off in the accounts during the year .

FUTURE PROSPECTS

Your Directors stipulate that there has been improvement in demand of tea in the domestic market as well as in overseas markets in the present year . However , the company has not been able to come out of unfavourable situation and circumstances due to continued losses and moderate shortage of funds coupled with erratic climate and undistributed rain in the present year. The Company has been facing damages in the garden, and has poor maintenance of plant & machinery and has continued loss of production too. Under the circumstances, the company would not be able to reap and avail adequate margins from made tea in the current season. Moreover, the company 's net worth has been continuously eroding. The Company ,however anticipates to show moderate positive results in the current season year provided there would have been favourable production of green leaf against the estimations and recovery of advances. .

Your directors are seeking restructuring and revival package / scheme envisaging revival and several benefits for the interest of the company. In case there is financial support from the banks & financial institutions and or from private parties, the company's entire revival at full swing could take place otherwise its rejuvenation would be based upon internal accruals .

DEPOSITORY SYSTEM

The Company's equity shares are listed on the Regional Stock Exchanges at Bombay and Kolkata, for transactions of shares in demat form. The shares of the company are tradable in demat form. During the current year , the company has paid off listing fees of the BSE Exchange for the year and of the earlier years and has renewed agreements with the Registrar for Transfer of shares. The Company has carried out pending compliances with the Exchange and has already filed application with BSE exchange for withdrawal of suspension in trading of the company 's shares at the exchange . Your Company re-offer transfer-cum-demat facility of shares to expedite the transfer process.

INDUSTRIAL RELATION

During the year under review, your Company has been maintaining cordial and mutually helpful relationship with its employees. The Board takes on the records its deep appreciation of the co- operation and support extended by employees at all levels and looks forward to their total involvement and in pertaining the over all improvement of the Company.

PARTICULARS OF EMPLOYEES

The Company had no employee drawing more than Rs.24,00,000/- per year or Rs. 2,00,000/- per month during the year and as such the particulars as required u/s 217(2A) of the Act are not required.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 of the Companies Act 1956, your Directors state that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departure.

(b) 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 at the end of the financial year and of the loss of the Company for the year.

(c) 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.

(d) The Directors had prepared the annual accounts on a going concern basis.

DIRECTORS

Mr. Manoranjan Pal retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Shalakya Bajoria who has been appointed additional director of the company in the Board meeting held on 01.02.2011 , retires at the ensuring AG M and, being eligible , offers himself for re appointment .

Mr. Uma Shankar Bajoria , director of the company , has resigned from the Board with effect from 28th April , 2011 due to his personal reasons and on health ground. He has been philosopher and guider to us and to the company . The Board took on record the appreciation of services rendered by Mr. Bajoria during his association with Company and would always be the mentor to the company.

Mr. Harsh Bajoria, the Managing Director of the company, has informed that in view of continued losses and continuous financial crisis even in the current year, he has forgone his basic remuneration for the year and has decided to continue rendering his services as managing director as he has so been rending in earlier years even without remuneration . The company took on record the appreciation of services rendered Mr. Harsh Bajoria during the year and his continued support.

xx) ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

The information required under Section 217(1) (e) of the Companies Act read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are set out in an annexure hereto forming part of the report.

xxi) AUDITORS

Mr Gora Chand Mukherjee , Chartered Accountant, has reconstituted its firm as " Gora & Company and represented by him as its proprietor w.e.f 20.10.2010 retires at the forthcoming Annual General Meeting of the Company and being eligible , offer themselves for re appointment as Statutory Auditor of the Company at the remuneration to be mutually agreed upon. .

5)APPRECIATION

Your Directors wish to place on record their appreciation of the support, which the Company continues to receive from the Government, Bankers and business associates. Your Directors also place on record their appreciation of the wholehearted support extended by the shareholders and the employees & workers of the company.

For and on behalf of the Board

Kolkata H. K. Bajoria

The 3rd September, 2011 Managing Director


Mar 31, 2009

The Directors present their 140 th Annual Report and the Audited Accounts of the Company for the year ended 31st March 2009.

For the year ended For the Year ended 31st March 2009 31st March 2008 Rs. Rs.

Profit/(Loss) before depreciation 8,87,657 (40,31,940)

Provision for depreciation (12,33,989) (12,33,989)

Profit/(Loss) after depreciation (3,46,036) (52,65,929)

Provision for Taxation -- --

Profit/Loss after tax (3,46,036) (52,65,929)

(Loss)b/f from previous year (11,38,27,061) (10,85,61,132) Transfer from investment Allowance Reserve -- --

Transfer to Balance Sheet (11,41,73,097) (11,38,27,061)

Profit available for appropriation NIL NIL

CROP

During the current year, your directors report that there has been no production of made tea for the last two years 2008-09 and 2007-08 and the reason for no production is that the company could not restore the supply of electricity from the Board till this date and could not make alternative fuel arrangements due to acute shortage of fund . Consequently, the company is bound to sell the entire production of 1916490 kgs green leaf during the year as compared to sale of 1762825 kgs green leaf in the previous year.

Due to shortage of fund, and non payment of statutory dues and liabilities over the years & no financial assistance from any comer as well as from financial institutions, the company could not re-commence production during the current year too, and is continuing selling green leaf during the present year at the reasonable rate for meeting the labour payments, amenities to staff and labour and other garden overheads payments.

PERFORMANCE

Your Directors report that the Company has incurred gross loss of Rs. 3,46,036/- for the year after receipts of Rs.1224274/- on insurance services during the year, as compared to a gross loss of Rs. 52,65,929/- for the previous year. The main reasons are due to acute shortage of funds causing non restoration of electricity and payments for fuel to re-start production even at higher cost of production against the net realizable amount coupled with unfavourable climate and undistributed rain causing fall in production of Tea from its estimations.

FUTURE PROSPECTS

Your Directors would like to specifically mention that there has been improvement in demand of tea in the domestic market as well as overseas market in the current year but due to huge losses and acute shortage of funds coupled with unfavourable climate , erratic and undistributed rain in the present year, the company has not been able to revive the situation and has been facing huge losses and abnormal damages to the garden and plant & machinery on account of poor maintenance and the loss of production. The company would not in a position to reap and maintain margins and would not show good results even in the present year. Moreover, the companys net worth has eroded and has been facing financial crisis continuously.

Your directors are turning up to take proceedings with the BIFR authority, seeking restructuring and revival package / scheme envisaging revival and several benefits for the interest of the company unless there is financial support from the banks & financial institutions.

DEPOSITORY SYSTEM

The Companys equity shares are listed on the Regional Stock Exchanges at Bombay and , Kolkata, for transaction of shares in demat form. The shares of the Company are tradable in demat form. However, due to non payment of listing fees for the year and for earlier years , the company s shares are not being traded at the exchanges . Your Company also offers transfer-cum-demat facility to expedite the transfer process.

INDUSTRIAL RELATION

During the year under review, your Company has been maintaining cordial and mutually helpful relationship with its employees. The Board takes on the records its deep appreciation of the co- operation and support extended by employees at all levels and looks forward to their total involvement and in pertaining the over all improvement of the Company.

PARTICULARS OF EMPLOYEES

The Company had no employee drawing more than Rs.24,00,0007- per year or Rs. 2,00,000/- per month during the year and as such the particulars as required u/s 217(2A) of the Act are not required.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 of the Companies Act 1956, your Directors state that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departure.

(b) 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 at the end of the financial year and of the loss of the Company for the year.

(c) 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.

(d) The Directors had prepared the annual accounts on a going concern basis.

DIRECTORS

Mr. Uma Shankar Bajoria retires at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Mr. Harsh Bajoria, the Managing Director of the company, has informed that in view of huge losses and continuous financial crisis even in the current year, he has forgone his basic remuneration as so reported in the last General Meeting of the company, and he has decided to continue rendering his services as managing director as he has so been rending in earlier years even without remuneration. The company took on record the appreciation of services rendered Mr. Harsh Bajoria during the year and his continued support.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

The information required under Section 217(1) (e) of the Companies Act read with Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are set out in an annexure hereto forming part of the report.

AUDITORS

M/s Arunabha Ganguly, Chartered accountant and the Statutory Auditors, retires at the ensuing Annual

General Meeting of the company, and being eligible, has expressed his willingness to be re-appointed.

APPRECIATION

Your Directors wish to place on record their appreciation of the support, which the Company continues to receive from the Government, Bankers and business associates. Your Directors also place on record their appreciation of the wholehearted support extended by the shareholders and the employees & workers of the company.

For and on behalf of the Board Kolkata H. K. Bajoria

The 3rd September, 2009 Managing Director

 
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