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Directors Report of Bengal Tea and Fabrics Ltd.

Mar 31, 2015

Dear Members,

The Directors of the Company present their 32nd Annual Report and Company's Audited Accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY/HIGHLIGHTS

The financial results for the year ended 31st March, 2015 and the corresponding figures for the last year are as under:

(Amount in Rs Lacs) 2014-2015 2013-2014

Profit before Interest, Depreciation and Tax 2015 3848

Less: Finance Cost 754 781

Depreciation & Amortization Expense 1018 1772 1192 1973

Profit after Interest & Depreciation 243 1875

Less: Tax Expense for Current Year (Net of MAT Credit Entitlement) 53 102

Deferred Tax Provision/(Written Back) (4) 49 520 622

Profit after Tax 194 1253

Add: Balance Brought Forward from Last Account 2216 1274

Less : Adjustment in Retained Earnings due to Depreciation as per New Companies Act,2013 44 -

Less: Transferred to General Reserve - 100

Less: Proposed Dividend & Tax thereon 54 211

Credit balance carried to Balance Sheet 2312 2216

RESERVES & SURPLUS

The Balance in Reserves & Surplus stands at Rs.13335 Lacs (Previous year Rs.5757 Lacs). The Company has transferred Rs.NIL to General Reserve.

DIVIDEND

Your Directors are pleased to recommend a payment ofDividend of Rs.0.50 Per Equity Share of on face value of Rs.10/- each (Previous year Rs.2.00 per Equity Share) for the year ended 31st March, 2015 amounting to Rs.54 lacs (inclusive of tax of 19 lacs) subject to the approval of members at the ensuing Annual General Meeting.

OPERATIONS TEA DIVISION

During the year under review, your Company achieved a production of 20.59 lac kgs of Black Tea as compared to 21.97 lac kgs in the previous year. Although the production of own green tea leaves was lower by 14%, the Company was able to procure more outsourced leaves resulting in arresting the fall in total production to 6.30%.

The average sale price for CTC tea in auction centres was higher as compared to previous year and accordingly the average realisation of your tea estate was also higher by about Rs.6/- per kg due to production of quality tea which was in good demand in the market and fetched attractive prices. There has been an all round increase in wages, power and fuel and other input costs.

The current season has seen a mixed weather condition as a result of which the crop intake is similar to that of last year. However of late there has been improvement in weather condition which has started resulting in good crop. Further, following the Industry wide agreement with union effective from 1st January, 2015 there has been steep increase in wage cost.

Tea market is expected to remain subdued due to good crop in India and lower exports. Good quality CTC tea being in short supply will continue to attract premium and considering the above scenario, the performance of tea division is expected to be satisfactory.

TEXTILE DIVISION

PERFORMANCE AND REVIEW OF OPERATION:

During the year under review, the Textile Division has incurred loss before tax of ^ 680 lakhs against profit before tax of ^737 lakhs in the previous year. Global slowdown and recession, particularly, in the textile industry has adversely affected the performance of the Textile Division. In the year 2014-15, there was a bumper production of cotton globally and in India also. The cotton prices were lower than the previous year, but the benefit of fall in cotton prices had to be passed on to the customers. The Division has achieved a turnover of ^ 17320 Lacs against^ 20417 lacs in the previous year. The fall in demand and reduction in selling prices have contributed to decrease in the turnover.

MODERNISATION AND PROSPECTS

As a part of continual modernization program the Textile Division, during the year under review, has modernized its Spinning Department by installing 4800 spindles with auto doffing system by replacing the old spindles. Back Process machines like speed frames, draw frames, combers, cards etc and auto conner machine have also been installed in the spinning department by replacing old machines. The Division has also installed quality control equipment AFIS PR02 with latest technology which is used to test key parameters of processes of spinning process. This modernization would help the Division in achieving higher productivity, rationalization of workers, saving in power, improvement in quality etc. It is expected that Indian economy would grow faster in coming years and world economy is also expected to revive. The Division is expecting better performance in coming years.

RECENT DEVELOPMENTS & FUTURE PLANS Company's Land at Dholka, Ahmedabad

The property at Dholka is planned to be developed into smaller industrial plots and accordingly the same has now been recognized as stock in trade in the financial statements.

Company's Land at Kolkata

The Company is exploring the possibility of developing its property at Kolkata measuring 28.5 Cottahs and necessary preliminary work has been started.

MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER REVIEW AND THE DATE OF THE REPORT

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is set out in the annexure forming part of the Annual Report marked as Annexure - "A".

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance in accordance with Clause 49 of the Listing Agreement with the Stock Exchange, approved by the Board together with a Certificate from Statutory Auditors M/s Jain & Co., Chartered Accountants regarding compliance with the conditions of Corporate Governance are set out in the annexure forming part of the Annual Report marked as Annexure - "B".

Your Company has taken adequate steps for strict compliance with Corporate Governance guidelines, as amended from time to time.

EXTRACT OF THE ANNUAL RETURN

Extract of the Annual Return in Form No. MGT-9 is attached pursuant to Section 134(3) of the Companies Act, 2013 as Annexure - "C".

BOARD MEETINGS

During the year under review, 6 meetings of the Board of Directorsn were held on 10th May, 2014, 21st June, 2014, 9th August, 2014, 8th November, 2014, 7th February, 2015 and 28th March, 2015.

Apart from meeting of the Board ofDirectors different committees met several times during the financial year ended 31st March, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT, 2013

The Directors hereby confirm that -

a) in the preparation of the annual accounts for the Financial Year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) they had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) they 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;

d) they had prepared the annual accounts on a going concern basis;

e) they had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

INDEPENDENT DIRECTORS

Independent Directors namely, Mr. Golam Momen (DIN : 00402662), Mr. Dhirendra Kumar (DIN : 00153773) and Mr. Abhijit Datta (DIN : 00790029) have given declaration confirming that they comply with the requirements of Section 149(6) of the Companies Act, 2013.

DIRECTORS

Mr. Samveg A. Lalbhai, (DIN : 00009278) was re-designated as Non-executive Director from Independent Director with effect from 10th May, 2014. Mr. Samveg A. Lalbhai retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself, for re-appointment in compliance with the provisions of the Companies Act, 2013.

Brief resume of Mr. Samveg A. Lalbhai, nature of his expertise in specific functional areas and details of his directorship and membership/chairmanship of Board/Committees, as stipulated under Clause 49 of the Listing Agreement, has been provided in Annexure to the Notice of the 32nd AGM of the Company.

Mrs. Shubha Kanoria, (DIN : 00036489), Mr. Ashutosh Bhagat (DIN : 00059842) and Mr. Navin Nayar (DIN : 00136057) were appointed as Additional Directors on 10th May, 2014 and regularized as Non-Executive Directors liable to retire by rotation atthe 31stAnnual General Meeting of the Company held on 9th August 2014.

Mr. Golam Momen (DIN : 00402662) was appointed as the Chairman of the Company at the Board meeting held on 9th August, 2014.

KEY MANAGERIAL PERSONNEL

The following persons are the Key Managerial Personnels (KMP) of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

a) Mr. Adarsh Kanoria, (DIN : 00027290), Managing Director

b) Mr. Atul Doshi, Chief Financial Officer

c) Mrs. Sunita Shah, Company Secretary

Mr. Dhanpat Singh Pagaria, former Chief Financial Officer had resigned from the services of the Company w.e.f. 7th February, 2015 and Mr. Atul Doshi was appointed as the Chief Financial Officer of the Company w.e.f. 9th February, 2015. Mrs. Sunita Shah, Company Secretary of the Company had resigned from the services of the Company w.e.f. 25th February, 2015 and was re-appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 28th March, 2015. Remuneration and other details of the KMP for the year ended 31st March, 2015 are mentioned in the Extracts of the Annual Return attached as Annexure 'C' and forms a part of this Report of the Directors.

THE POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION ETC.

Pursuantto Section 178(3) ofthe Companies Act, 2013, Nomination and Remuneration Committee formulatedthe criteria for determining qualification, positive attributes and independence of a director. The Committee has also recommended to the Board a policy relating to the remuneration for directors, key managerial personnel and other employees.

The Board of Directors in its meeting held on 10th May, 2014 had approved the policy recommended by the Nomination and Remuneration Committee. The details of the Policy is given in the Corporate Governance Report.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board frame-work. The Companies Act, 2013 states that formal evaluation needs to done by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board ofDirectors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

DEPOSITS

During the year 2014 - 2015, your Company did not accept/renew any deposits and as such, no amount of principal or interest was outstanding as on 31st March, 2015.

AUDITORS AND AUDITORS' REPORT

M/s. Jain & Co., (Firm Regn. No. 302023EJ Chartered Accountants, were appointed as StatutoryAuditors of the Company, to hold office for a period of 3 years from the conclusion of the 31stAnnual General Meeting till the conclusion of the 34th Annual General Meeting of the Company. In terms of the first proviso to Section 139(1) of the Companies Act, 2013 the matter relating to appointment of M/s. Jain & Co., Statutory Auditors of the Company has been placed for ratification by members.

The Company has received letter from the Auditors to the effect that their re-appointment, is within the prescribed limits under the Companies Act, 2013 and that they are not disqualified. The Board recommends the ratification of appointment. The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. There is no qualification, adverse remarks or disclaimer made by the Statutory Auditors.

SECRETARIAL AUDIT REPORT

A report made by Mr. H.M. Choraria, (CP No. 1499, Membership No. FCS 2398) of M/s H. M. Choraria & Co., Practising Company Secretaries of 14/2, Old China Bazar Street, 4th Floor, Room No. 401, Kolkata 700 001, pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 is attached as Annexure - "D". The report is free of any qualification, adverse remarks or disclaimer.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not taken any loans or provided any guarantees under Section 186(1) of the Companies Act, 2013. However the details of Investments under Section 186(1) of the Companies Act, 2013 have been provided at Note No. 13 of the Financial Statements for the year ended 31st March, 2015.

RELATED PARTY TRANSACTIONS

During the year there was no material related party transaction with promoters, the Directors or the management, their subsidiaries or relatives etc. that may have a potential conflict with the interests of the Company. The Company has formulated a policy on Related Party Transactions as required under Clause 49 of the Listing Agreement. The link of the policy is http://bengaltea.com/pdf/BTFL_RELATED PArTy TRANSACTION POLICY_8.11.2014.pdf. Particulars of contracts or arrangement with related parties referred in sub-section (1) of Section 188 of the Companies Act, 2013 is attached to this report in the form prescribed under Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 marked as Annexure - "E".

PARTICULARS OF EMPLOYEES

The Company had no employee who are in receipt of more than ^ 60 lacs per annum during the year ended 31st March, 2015 or of more than ^ 5 Lacs per month during any part thereof, so no information under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be given. However the information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 has been annexed as Annexure - "F".

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as per Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 (3) of Companies (Accounts) Rules, 2014, is set out in the annexure forming part of the Annual Report marked as Annexure - "G".

RISK MANAGEMENT POLICY

As per requirement of Section 134(3)(n) of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement the Board of Directors in its meeting held on 10th May, 2014 has approved the Risk Management Policy. As of now the Directors do not envisage any element of risk which may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013, the Company vide its Board Meeting dated 21st June, 2014 has formed a CSR Committee and formulated a CSR Policy vide Board Meeting dated 9th August, 2014. The details of the same have been annexed in the prescribed format as Annexure - "H".

TRANSFER OF AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013, the declared dividends which remain unpaid or unclaimed for a period of seven years have been duly transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government under Section 125 of the said Act.

Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 9th August, 2014 (date of last Annual General Meeting) on the Company's website (www.bengaltea.com) and also on the Ministry of Corporate Affairs' website.

NAME OF COMPANIES WHICH HAVE CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

AKV Textiles Limited (CIN : U17291WB2013PLC198315)

DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Internal Complaints Committee for the Registered Office, Tea Division and Textile Division. The following is the summary of Sexual Harassment complaints received and disposed off during the year 2014-15.

No. of Complaints received : NIL No. of Complaints Disposed off : NIL

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the assistance and co-operation extended by Banks, its employees, its investors and all other associates and look forward to continue fruitful association with all business partners of the Company.

For and on behalf of the Board K P KHANDELWAL ADARSH KANORIA Kolkata Whole-time Director Managing Director Dated : 8th May, 2015 DIN : 00914834 DIN : 00027290


Mar 31, 2014

Dear Members,

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

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2014 and the corresponding figures for the last year are as under:

(Amount in rs Lacs] 2013-2014 2012-2013

Profit before Interest, Depreciation and Tax 3848 3160

Less: Finance Cost 781 943

Depreciation & Amortization Expense 1192 1973 1013 1956

Profit/(Loss after Interest & Depreciation 1875 1204

Less:Tax Expense for Current Year (Net of MAT Credit Entitlement] 102 99

Deferred Tax Provision/ (Written Back] 520 622 (41] 58

Profit/(Loss]afterTax 1253 1146

Add: Balance Brought Forward from Last Account 1274 233

Less : Transferred to General Reserve (100] -

Less: Proposed Dividend & Tax thereon (211] (105]

Credit balance carried to Balance Sheet 2216 1274



DIVIDEND

Your Directors are pleased to recommend a payment ofDividend of Rs. 2.00 per Equity Share of Rs. 10/- each (Previous year Rs. 1.00 per Equity Share ] for the year ended 31st March, 2014 amounting to Rs. 211 lacs (inclusive of tax of Rs. 31 lacs] subject to the approval of members at the ensuing Annual General Meeting.

OPERATIONS Tea Division

Duringthe year under review, your Companyachieved a production of21.97 lackgs ofBlackTea as compared to 20.33 lac kgs in the previous year. Although the production of own green tea leaves was marginally higher, the Company was able to procure more outsourced leaves resulting in higher production.

The average sale price for CTC tea in all auction centres remained lower as compared to previous year but the average realisation of your tea estate has increased by about Rs. 9/- per kg due to production of quality tea which was in good demand in the market and fetched attractive prices. There has been an all round increase in wages, power and fuel and other input costs.

The current season has started with extreme drought like situation which has resulted in loss of crop. Such situation has existed in almost all tea producing districts ofNorth-East India.

Tea market is expected to remain buoyant due to no carry-forward of old season stock. Good quality CTC tea will continue to attract premium and considering the above scenario, the performance of tea division is expected to be satisfactory.

Textile Division

During the year under review, the Textile Division has earned the highest ever profit before tax of Rs. 737 lacs as against Rs. 53 lacs in the previous year. Though in 2013-14 cotton prices were higher by about 16% as compared to previous year, the Division was able to control its power and finance cost and earn higher margins. The year, in general, was good for the textile industry as there was good demand from both the domestic and overseas markets. The Division has achieved a turnover of Rs. 20,417 lacs as against Rs. 17,614 lacs in the previous year registering a growth of 16%. The overall operations of the division were satisfactory.

MODERNISATIONAND PROSPECTS

The Company is continually modernizing its Textile Division by installing latest technology machines by replacing old machines. This helps in optimizing the cost of production, improvement in quality, improvement in product-mix and higher realization. During the year under review, the Division has also expanded its Process House Capacity to increase the production of processed fabric. In view of the division having a competitive edge in terms of quality of its products due to continual modernization of plant, increase in capacity of Process House, increasing prospects of a stable Government at the centre, future prospects of the division looks good.

During the year, the Company has also invested a sum of Rs. 108 lacs for installation of two electrical irrigation sets at its Tea Division to meet the requirement during dry season.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is set out in the annexure forming part of the Annual Report marked as Annexure - "A". CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance in accordance with Clause 49 of the Listing Agreement with the Stock Exchange, approved by the Board together with a Certificate from Statutory Auditors M/s Jain & Co., Chartered Accountants regarding compliance with the conditions of Corporate Governance are set out in the annexure forming part of the Annual Report marked as Annexure - "B".

Your Company has taken adequate steps for strict compliance with Corporate Governance guidelines, as amended from time to time.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

(iij they have made judgments and estimates that are reasonable and prudent and have selected accounting policies and applied them consistentlyto give true and fairview ofthe state ofaffairs ofthe Companyas at 31stMarch, 2014 and of the profit for the year ended on that date;

(iiij they 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;

(ivj the annual accounts have been prepared on a going concern basis.

DEPOSITS

During the year 2013-2014, your Company did not accept/renew any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules thereunder and as such, no amount of principal or interest was outstanding as on 31st March, 2014.

DIRECTORS

As per the provisions Section 161 of the Companies Act, 2013, Mrs. Shubha Kanoria (DIN No. 00036489J, Mr. Navin Nayar (DIN No. 00136057J and Mr. Ashutosh Bhagat (DIN No. 00059842J were appointed as Additional Directors w.e.f. 10th May, 2014 and they shall hold the office up to the date of the ensuing Annual General Meeting. The Company has received requisite notices in writing from members proposing their candidature for the office ofDirector under Section 160 of the Companies Act, 2013. The Board recommends their appointment as Directors whose period of office shall be liable to determination by retirement of directors by rotation.

Mr. Golam Momen (DIN No. 00402662J, was liable to retire by rotation at the ensuing Annual General Meeting. Mr. Dhirendra Kumar (DIN No. 00153773J, Mr. Abhijit Datta (DIN No. 00790029J and Mr. Golam Momen, Directors of the Company, are being appointed as Independent Directors for five consecutive years for a term up to 31st March, 2019 as per the provisions of Section 149 and other applicable provisions of Companies Act, 2013. The Company has received requisite notices in writing from members proposing their appointment as Directors. The Board recommends their appointment as Independent Directors.

Subject to the approval of the members in the general meeting, the Board of Directors on 7th December, 2013 re-appointed Mr. Adarsh Kanoria(DIN No. 00027290J as Managing Director of the Company w.e.f. 1st January, 2014 for a period of 3 years as per the terms specified in the agreement dated 31st December, 2013 entered into between the Company and Mr. Adarsh Kanoria.

Mr. Kailash Prasad Khandelwal (DIN No. 00914834J was appointed as an Additional Director w.e.f. 9th November, 2013 and he shall hold the office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing his candidature for the office of Director. Further, subject to the approval of the members in the general meeting the Board of Directors on 7th December, 2013 appointed him as the Whole-time Director of the Company w.e.f. 1st day of January, 2014 for a period 3 years as per the terms specified in the agreement dated 31st December, 2013 entered into between the Company and Mr. Kailash Prasad Khandelwal.

Mr. Samveg A. Lalbhai, (DIN No. 00009278J was re-designated as Non-executive Director from Independent Director with effect from 10th May, 2014 liable to retire by rotation in compliance with the provisions of the Companies Act, 2013. Mr. Radheshyam Saraogi (DIN NO. 00552203J Whole time Director ofthe Companyresigned from the Board ofDirectors with effect from 1st January, 2014.

Brief resume of the Directors seeking appointment/re-appointment, nature of their expertise in specific functional areas and details of their directorship and membership/chairmanship ofBoard Committees, as stipulated under Clause 49 of the Listing Agreement, are provided in the Report on Corporate Governance marked as Annexure - B.

AUDITORS AND AUDITORS'' REPORT

M/s. Jain & Co., Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for the re-appointment.

As per Section 139 of the Companies Act, 2013, the Shareholders of the Company, can appoint the Statutory Auditors of the Company for a term of 5 years if they are Individuals and for 2 terms of 5 years each if they are Audit Firms.

M/s Jain&Co., CharteredAccountants, (Firm Regn. No. 302023E] have alreadyservedthe Companyforaperiod of 10 years. The Company has received letter from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment. The Board recommends the appointment of the auditors for a period of 3 years till the conclusion of the 34th Annual General Meeting. The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

COST AUDIT

Pursuant to the order no. 52/26/CAB-2010 dated 24th January, 2012 of the Ministry of Corporate Affairs (''MCA''], the Company is required to conduct audit of cost accounting records of its textile and tea division. In terms of the said order Cost Audit is conducted by firm of Cost Accountants appointed with the approval of the MCA. In terms of General Circular No. 15/2011 dated 11th April, 2011 issued by MCA, full particulars of the CostAuditors as also other details pertaining to the Cost Audit are given below:

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217(2A] OF THE COMPANIES ACT, 1956 AND RULES FRAMED THEREUNDER

During the year under review, information required to be given pursuant to Section 217(2A] of the Companies Act, 1956 read with the Companies (Particulars ofEmployee] Rules, 1975 as amended, is annexed hereto marked as Annexure -"C" and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as per Section 217(1](e] of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board ofDirectors] Rules, 1988, is set out in the annexure forming part of the Annual Report marked as Annexure - "D". TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5] and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies] Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 3rd August, 2013 (date oflast Annual General Meeting] on the Company''s website (www.bengaltea.com] as also on the Ministry of Corporate Affairs'' website.

ACKNOWLEDGEMENT

The Directors appreciate the co-operation and timely assistance extended by Banks and all other associates and look forward to continue fruitful association with all business partners of the Company.

For and on behalf of the Board K P KHANDELWAL ADARSH KANORIA Kolkata Whole-time Director Managing Director Dated: 21st day of June,2014 DINNo.00914834 DINNo.00027290


Mar 31, 2013

Dear Members,

The Directors of the Company present their 30th Annual Report and Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2013 and the corresponding figures for the last year are as under:

(Amount in Rs. Lacs) 2012-2013 2011-2012

Profit before Interest, Depreciation and Tax 3160 310

Less: Finance Cost 943 907

Depreciation & Amortization Expense 1013 1956 931 1838

Profit/(Loss) after Interest & Depreciation 1204 (1528)

Less: Tax Expense for Current Year (Net of MAT Credit Entitlement) 99 90

Taxation for earlier year - 1

Deferred Tax Written Back/ Provision (41) 58 (400) (309)

Profit/(Loss) after Tax 1146 (1219)

Add: Balance Brought Forward from Last Account 233 1452

Less: Transferred to General Reserve - -

Less: Proposed Dividend & Tax thereon 105 -

Credit balance carried to Balance Sheet 1274 233

DIVIDEND

Your Directors are pleased to recommend a payment ofDividend of Rs. 1.00 per Equity Share on the face value of Rs. 10/- each being 10% fortheyear ended 31st March, 2013.

OPERATIONS

Tea Division

During the year under review, your Company achieved a production of 20.33 lac kgs of Black Tea as compared to 19.77 lac kgs in the previous year. The production of own green tea leaves during the year was lower due to unfavourable weather conditions and also loss of crop due to Company''s policy of continuous uprooting of the old areas for replantation. However, the loss of crop was made up by purchasing higher quantity of outsourced leaves resulting in higher production.

The year commenced well with prices firming up since there was less carry-over of stock from previous year. The auction prices for the calendar year 2012 remained higher by about 15%. The average sale price of Black Tea of your tea estate increased by about 20% during the year as compared to previous year. However, there has been an all round increase in wages, power and fuel and other input costs affecting the profitability.

The weather conditions remained indifferent at the start of the current year and the season started late. The current market remains steady due to lower carry-over and increase in consumption of tea. Considering the above scenario, the performance ofTea Division is expected to be satisfactory.

Textile Division

During the year under review, the Textile Division has made a total turn around. Its performance is far better than expected. It has earned a net profit before tax of Rs 53 lacs as against a net loss of Rs 2617 lacs in the previous year. During the year, cotton prices were more or less stable throughout the year. There was a good demand of cotton yarn in the export and domestic markets which resulted into higher prices of the yarn. The Textile Division has completed its modernization project as per schedule i.e. on 31.12.2012. This has enabled the Division to start manufacturing of Value Added Yarn (like Compact Yarn). The Division has also started manufacturing ofValue Added Fabric which is giving better margins.

MODERNISATIONAND PROSPECTS

The Company is planning to continue with its modernization program in the spinning section of the Textile Division during current year also. The Company is planning to install Compact Ring Frames with higher productivity and latest technology having automatic doffing system by replacing old Ring Frames. This shall enable the Division to increase the production of Value Added Yarn of good quality which will also reduce the manpower cost. Further, the Division is concentrating on increasing proportion of value added products by changing its product mix. The Division shall be able to take full benefits of modernization project during the current year. Considering the above, the outlook for the Division seems to be positive.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is set out in the annexure forming part of the Annual Report marked as Annexure - "A".

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance in accordance with Clause 49 of the Listing Agreement with the Stock Exchange, approved by the Board together with a Certificate from Statutory Auditors M/s Jain & Co., Chartered Accountants regarding compliance with the conditions of Corporate Governance are set out in the annexure forming part of the Annual Report marked as Annexure - "B".

Your Company has taken adequate steps for strict compliance with Corporate Governance guidelines, as amended from time to time.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) the Company had followed the applicable accounting standards in the preparation of the annual accounts for the year ended 31st March, 2013;

(ii) the Directors have made judgments and estimates that are reasonable and prudent and have selected accounting policies and applied them consistently to give true and fair view of the state of affairs of the Company as at 31st March, 2013 and its profit for the year ended on that date;

(iii) the Company has a proper and adequate system of internal control to ensure that all assets are safeguarded against losses and the system is capable of detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

DEPOSITS

During the year 2012-2013, your Company did not accept/renew any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules thereunder and as such, no amount ofprincipal or interestwas outstanding as on 31st March, 2013.

DIRECTORS

Mr. Dhirendra Kumar and Mr. Samveg Lalbhai, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves, for re-appointment.

Brief resume of the Directors seeking re-appointment, nature of their expertise in specific functional areas and details of their directorship and membership/chairmanship of Board Committees, as stipulated under Clause 49 of the Listing Agreement, are provided in the Report on Corporate Governance marked as Annexure - "B".

AUDITORS

M/s. Jain & Co., (Regn. No. 302023E), Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting, and are eligible for the re-appointment.

The Company has received letter from the Auditors 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 re-appointment within the meaning of Section 226 of the Act. Members are requested to consider their re-appointment for the Financial Year 2013-2014.

COST AUDIT

Pursuant to the order no. 52/26/CAB-2010 dated 24th January, 2012 of the Ministry of Corporate Affairs (''MCA''), the Company is required to conduct audit of its cost accounting records of its Textile Division. In terms of the said order Cost Audit is conducted by firm of Cost Accountants appointed with the approval of the MCA. In terms of General Circular No. 15/2011 dated 11th April, 2011 issued by MCA, full particulars of the CostAuditors as also other details pertaining to the Cost Audit are given below :

PARTICULARS OF COST AUDITORS AND DETAILS OF FILING OF COST AUDIT REPORT DURING THE FINANCIAL YEAR

Details of Cost Auditor Unit Audited Due date of filing Actual date of filing

Name: N.D. Birla & Co. Textile Division- 28th February, 2013 29th January, 2013 Address: A-3, Nirant Society, Bengal Tea & Fabrics Ltd. Opposite Town Hall Asarwa Mills - Ahmedabad Near Karnavati Hospital, Ellisbridge, Ahmedabad, Gujarat- 380006

Registration No. allotted by ICWAI: 00028

Pursuant to the order no. 52/26/CAB-2010 dated 24th January, 2012 of the Ministry of Corporate Affairs (''MCA''), the Company is also required to conduct audit of its cost accounting records of its Tea Division under Section 233B of the Companies Act, 1956 in respect of each of its financial year commencing on or after 1st April, 2012. In terms of the said order Cost Audit fortheTea Division of the Company is being conducted by M/s D. Radhakrishnan & Co., Cost Accountants with the approval of the MCA.

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 AND RULES FRAMED THEREUNDER

The Company operates in labour intensive business and the relations with the personnel generally remained cordial throughout the year.

As required under Section 217(2A) of the Companies Act, 1956 and Rules thereunder, no such employee of the Company were in receipt of remuneration of more than Rs. 60 lacs during the year ended 31st March, 2013 or of more than Rs. 5 lacs per month during any part thereof.

The Board expresses its appreciation for the contribution of the employees at all levels.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988, is set out in the annexure forming part of the Annual Report marked as Annexure - "C".

ACKNOWLEDGEMENT

The Directors appreciate the co-operation and timely assistance extended by Banks and all other associates and look forward to continue fruitful association with all business partners of the Company.

For and on behalf of the Board

Kolkata ADARSH KANORIA

Dated : 11th day of May, 2013 Chairman


Mar 31, 2012

The Directors of the Company present their 29th Annual Report and Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2012 and the corresponding figures for the last year are as under:

(Amount in Rs.Lacs)

2011-2012 2010-2011 Profit before Interest, Depreciation and Tax 310 2611

Less: Finance Cost 907 595

Depreciation & Amortization Expense 931 1838 873 1468

(Loss)/Profit after Interest& Depreciation (1528) 1143

Less : Tax Expense for Current Year (Net of MAT Credit Entitlement) 90 126

Taxation for earlier year 1 -

Deferred Tax Written Back /Provision (400) (309) 205 331

(Loss)/Profit after Tax (1219) 812

Add: Balance Brought Forward from Last Account 1452 897

Less: Transferred to General Reserve - 100

Less: Proposed Dividend & Tax thereon - 157

Credit balance carried to Balance Sheet 233 1452

DIVIDEND

In view of cash loss during the year, the Directors do not recommend any dividend for the year ended 31st March, 2012.

OPERATIONS

Tea Division

The all India crop in 2011 was marginally higher at 988 million kgs. as against 966 million kgs. in the previous year. The rising domestic consumption with no significant increase in crop, has led to low carry-over stock for the current year. The new year has commenced well with prices firming up particularly for quality teas.

During the year under review, your Company achieved production of 19.77 lac kgs. of Black Tea as compared to 21.20 lac kgs. in the previous year. The reduction in crop was mainly on account of nominal rainfall in October/November 2011. The Company has continued with its policy of uprooting old areas for replantation which has also resulted in loss of crop. However, there has been an all round increase in wages, power & fuel and other input costs which has adversely affected the profitability. In the current year, looking to the prevailing weather conditions it is expected that the all India production up to March, 2012 is going to be substantially lower as compared to corresponding previous year and also production of Tea in Kenya and Sri Lanka is lower due to unfavorable weather conditions. However, sales realization per kg. of tea is higher for North Indian Tea due to improved demand.

Considering the above scenario, the performance of Tea Division seems satisfactory.

Textile Division

The year under review was one of the worst years for the Textile Division. There were large fluctuations and fall in prices of cotton as well as finished products resulting in losses in inventory. Also there was no demand in local as well as overseas markets and one was forced to cut production which impacted the profitability of the Division.

MODERNISATIONAND PROSPECTS

The Company has already been sanctioned term loan of Rs1600 Lacs under TUF Scheme for the capex project of Rs2600 Lacs. The Company has ordered most of the machineries under the project and the project is expected to be completed by the end of December, 2012. The installation of state of art preparatory spinning, ring frames, post spinning will help the Division for boosting its export of cotton yarn and cloth with reduced cost. Further, the value addition in fabrics segment and its product- mix, the Division will be able to meet the challenges ahead and it's positive impact would accrue in the forthcoming years. Considering the above, the outlook for the Division appears to be stable.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report and Report on Corporate Governance are attached herewith marked as Annexure - "A" and "B" respectively.

DIRECTORS' RESPONSIBILITY STATEMENT The Directors hereby confirm :

(i) That the Company had followed the applicable accounting standards in the preparation of the annual accounts for the year ended 31st March, 2012;

(ii) That the Directors have made judgments and estimates that are reasonable and prudent and have selected accounting policies and applied them consistently to give true and fair view of the state of affairs of the Company as at 31st March, 2012 and its loss for the year ended on that date;

(iii) That the Company has a proper and adequate system of internal control to ensure that all assets are safeguarded against losses and the system is capable of detecting fraud and other irregularities;

(iv) That the annual accounts placed before you have been prepared on a going concern basis.

FIXED DEPOSITS

As on 31st March, 2012, no amount is payable towards the fixed deposits accepted from public and matured for repayment.

DIRECTORS

Mr. Abhijit Data, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself, for re-appointment.

AUDITORS

M/s. Jain & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of the 29th Annual General Meeting and being eligible, expressed their willingness to continue, if so appointed.

COST AUDIT

The Ministry of Corporate Affairs ('MCA'), Government of India by an Order directed Cost Audit of the Textile Division of the Company under Section 233(B) of the Companies Act, 1956. In terms of the said Order, Cost Audit is conducted by firm of Cost Accountants appointed with the approval of the MCA. In terms of General Circular No. 15/2011 dated 11th April, 2011 issued by MCA, full particulars of the Cost Auditors as also other details pertaining to the Cost Audit are given below:

PARTICULARS OF COST AUDITORS AND DETAILS OF FILING OF COST AUDIT REPORT DURING THE FINANCIAL YEAR

Details of Cost Auditor Unit Audited Due date Actual date of filing of filing

Name: N.D. Birla & Co. Textile Division- 27th 5th September September, 2011 2011 5th

Address: A-3, Nirant Society, Bengal Tea & Fabrics Ltd.

Opposite Town Hall Asarwa Mills- Ahmadabad

Near Karnavati Hospital,

Ellisbridge,Ahmedabad, Gujarat- 380006 Registration No. allotted by ICWAI: 00028

PERSONNEL

The Company operates in lab our intensive business and the relations with the personnel generally remained cordial throughout the year.

The Board expresses its appreciation for the contribution of the employees at all levels. During the year under review, no employee was in receipt of remuneration requiring disclosure under the provision of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended by Companies (Particulars of Employees) Amendment Rules, 2011.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement showing additional information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as required pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is attached herewith marked as Annexure - "C".

ACKNOWLEDGEMENT

The Directors appreciate the co-operation and timely assistance extended by Banks and all other associates and look forward to continued fruitful association with all business partners of the Company.

For and on behalf of the Board

Kolkata ADARSH KANORIA

Dated : the 12th day of May, 2012 Chairman


Mar 31, 2011

Dear Members,

The Directors of the Company present their 28th Annual Report and Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2011 and the corresponding figures for the last year are as under :

(Rupees in Lacs) 2010-2011 2009-2010

Profit before Interest, Depreciation and Tax 2584.9 2581.71

Less: Interest & Finance Charges 567.83 525.55

Depreciation 872.88 1440.71 921.47 1447.02

Profit after Interest & Depreciation 1143.58 1134.69

Less : Provision for Current Taxes (Net of MAT Credit Entitlement) 127.00 148.24

Short/Excess Provision for Taxation for earlier year 0.11 (5.32)

Provision for Deferred Tax 204.49 331.60 192.22 335.14

Profit after Tax 811.98 799.55

Add: Balance Brought Forward from Last Account 896.55 305.05

Less: Transferred to General Reserve 100.00 50.00

Less: Proposed Dividends Tax there on 157.00 158.05

Credit balance carried to Balance Sheet 1451.53 896.55

DIVIDEND

Your Directors are pleased to recommend a payment of Dividend of Re. 1.50 (One rupee and fifty paise only) per Equity Share for the year ended 31st March, 2011.

OPERATIONS

Tea Division

The overall performance of the Tea Industry during the calendar year 2010 has been mixed with crop remaining marginally lower and price realization also lower except for quality CTC Teas, which remained firm.

During the year under review, the Company achieved production of 21.20 lac kgs of Black Tea as compared to 20.95 lac kgs in the previous year. Although the production of own crop is marginally lower due to replanting operations but increased purchase of Green leaf led to higher production. The Company has still continued with its policy of uprooting old areas for Replantation. The sales realization has improved by about 3%. This has been possible due to your Company's continuous thrust on improved and better field practices.

In the current season, all India production upto February 2011 has been lower by 7.40 million kgs compared to corresponding previous year and also production of Tea in Kenya and Sri Lanka remained lower Exports up to end of February, 2011 is lower by 2 77 million kgs as compared to corresponding previous period However, sales realization per kg of tea is higher for North Indian Tea due to improved demand

Considering the above scenario, the performance of tea division seems satisfactory.

Textile Division

During the year under review, the performance of Textile Division was satisfactory. The Textile Industry in India is slowly coming out of the after effects of global economic slowdown and is expected to stabilize and grow in future. The investment climate in the textile industry has improved significantly in the first half of 2010. Markets are reviving across the board Cotton production of India, the world's second biggest cotton producer, expected at 32 million bales in 2010-11. Prices of cotton which were running at around Rs 28000 per candy at the opening of the season has increased to as high as Rs 62000 per candy and currently at around Rs 50000 per candy. Buoyed by the higher prices farmers are expected to sow more area under cotton cultivation and India is likely to achieve a record cotton output of 35 million bales in the Season 2011-12. The increase in prices of raw material was passed on to the consumers and the prices of yarn and fabrics also increased in tandem and margins were favorable. However, from 1st December, 2010 the Government had put the export of cotton yarn in negative list and export for 2010-2011 was restricted to 720 million kgs resulting in accumulation of huge stocks with the spinning mills. Now, from 1st April, 2011 the export of cotton yarn has again shifted to OGL and the mills expect to rake in the margins stuck in the accumulated stocks.

Unfortunately, a fire broke out in the spinning section of the textile unit in the month of September, 2010. Although the same was covered under the insurance, there was loss of production during the initial period and financial loss to the tune of Rs. 19.91 lacs, which has been provided in the accounts for the year under consideration.

MODERNISATION AND PROSPECTS

The constant endeavor of this division is to give due importance to modernization and keep watch over the latest technological developments thereby increasing its production of quality yarn/fabric at a reduced cost. The Company initiated a need based modernization plan of Rs 1550 lacs in the year under review, which is nearing completion. The TUF scheme which was in abeyance has again been reinstated recently and the Company is ready with a project of about Rs 2600 lacs under Capex programs during the current fiscal. On completion of the above projects, the Company will replace 21 TOYOTA Air Jet Looms with old 28 Air Jet Looms, replace 6 Auto Coners, about 24000 Spindles (incl 17000 with Auto Doffing Spindles), 6 nos. Speed Frames and some processing machineries. This will result in value addition, higher production and reduction in cost. Considering the above, the outlook for the Division appears to be optimistic.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report and Report on Corporate Governance are attached herewith marked as Annexures - "A" and "B" respectively

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors hereby confirm:

[i] That the Company had followed the applicable accounting standards in the preparation of the annual accounts for the year ended 31st March, 2011;

[ii] That the Directors have made judgments and estimates that are reasonable and prudent and have selected accounting policies and applied them consistently to give true and fair view of the state of affairs of the Company as at 31st March, 2011 and its profit for the year ended on that date;

[iii] That the Company has a proper and adequate system of internal control to ensure that all assets are safeguarded against losses and the system is capable of detecting fraud and other irregularities;

[iv]That the annual accounts placed before you have been prepared on a going concern basis.

FIXED DEPOSITS

As on 31st March, 2011, no amount is payable towards the fixed deposits accepted from public and matured for repayment.

DIRECTORS

Mr. Golam Momen, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself, for re-appointment.

AUDITORS

Messrs Jain & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of the 28th Annual General Meeting and being eligible, expressed their willingness to continue, if so appointed

PERSONNEL

The Company operates in labour intensive business and the relations with the personnel generally remained cordial throughout the year.

The Board expresses its appreciation for the contribution of the employees at all levels. During the year under review no employee was in receipt of remuneration requiring disclosure under the provisions of Section 217 (2A) of the Companies Art, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended by Companies (Particulars of Employees) Amendment Rules, 2011

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement showing additional information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as required pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is attached herewith marked as Annexure - "C".

ACKNOWLEDGEMENT

The Directors appreciate the co-operation and timely assistance extended by Banks and all other associates and look forward to continued fruitful association with all business partners of the Company.

For and on behalf of the Board

ADARSH KANORIA Chairman

Kolkata Dated,the 7th day of May,2011



 
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