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Directors Report of Bombay Burmah Trading Corporation Ltd.

Mar 31, 2016

The Directors hereby present their Annual Report together with Audited Financial Statements for the year ended 31st March, 2016:

1. Financial Results:

2015-2016 2014-2015 Rs. in lakhs Rs. in lakhs

Profit before depreciation, finance costs, exceptional items 767.94 4383.98 and tax

Less : Finance costs 3180.38 2694.45

Less : Depreciation 793.10 686.84

Profit/ (Loss) before Tax (3205.54) 1002.69

Less : Provision for Taxation 108.92 299.75

Profit/ (Loss) for the year (3314.46) 702.94

Add: Balance in Statement of Profit and Loss 16853.41 16848.19

Amount available for Appropriation 13538.95 17551.13

Appropriations :

Proposed Dividend 697.72 697.72

Corporate Dividend Tax thereon 142.06 -

Transfer to General Reserve - -

Closing Balance carried to Balance Sheet 12,699.17 16853.41

The Corporation achieved a gross income of Rs.26,674 lakhs compared to Rs.27,622 lakhs in 2014-2015 which represents a marginal decline of about 3.43 % over the previous year. The financial results for the year was severely affected due to under performance of both Tea & Coffee business during the year under review. The major factors that have bearing on Tea & Coffee business is the weather pattern. South India, in last 2 years has witnessed extreme weather in form of high temperature, uneven scattered rainfall and pest attack. These factors alone have brought down the own tea production from 57 lakh kgs in 2013-14 to 45 lakh kgs during the year under review. The other factor that affects the business is the rising wage rates which has gone up substantially over the last two years. Employment costs which are fixed in nature constitute significant part of the total costs of production. The increasing wage rate and declining own crop severely impacted the Tea business during the year which resulted in substantial loss.

Coffee business was also affected to an extent by inclement weather, rising wage cost and weak Coffee market.

Healthcare & Electromags Divisions performed satisfactorily. As a result, the Corporation''s loss for the years was Rs. 3,314 lakhs as against loss of Rs.885 Lakhs (excluding the dividend of Rs.1,587 Lakhs from the overseas subsidiary) in FY 2014-15.

2. Divisionwise Performance:

(a) South India Estates:

i) Tea :

Production of own Tea was lower at 45 Lakh kgs against the already low 51 lakh kgs of the previous year. Overall production of Tea including bought leaf was marginally higher at 74.18 lakh kgs compared to 72.08 lakh kgs. Average selling price per kg of Tea was marginally lower at Rs.110/- compared to Rs.115/- in the previous year. The wage rate per day also went up during the year. All these factors adversely impacted the overall Tea business.

ii) Coffee :

Own Coffee production for the year was at 625 Tons compared to 670 Tons in the previous year. Production of Coffee from outsourced beans was higher at 981 Tons as compared to 835 Tons in the previous year. The sales turnover for the year at 975 Tons was almost at same level compared to 1022 Tons in the previous year. Average selling prices were lower at Rs.1.86 Lakhs per Ton compared to Rs.2.13 Lakhs per Ton in the previous year. Further, weak coffee markets and lower production of pepper affected the profitability of Coffee business.

(b) Tanzanian Estates:

The crop for the year under review at 4.85 lakh kgs was lower compared to 5.67 lakh kgs. achieved in 2014-15. Sales were at Rs. 342 lakhs compared to Rs.446 lakhs in the previous year. As a result, the working of the Division was adversely impacted.

(c) Electromags - Auto Electric Components Division

The turnover for the year was marginally higher at Rs.10,418 lakhs compared to Rs.10,171 Lakhs in 2014-15. However, the results were marginally impacted due to increase in wages and pressure on selling prices.

(d) Healthcare Division:

Healthcare Division performed satisfactorily and reported marginally higher turnover at Rs.2370 lakhs compared to Rs.2190 lakhs of previous year. Profit margins have also improved due to product mix and lower raw material cost.

3. Consolidated Financial Results

The Corporation has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards as prescribed under the Companies (Accounts) Rules, 2014 of the Companies Act, 2013. The Consolidated Financial Statements reflect the results of the Corporation and those of its subsidiaries and associates. As required under Regulation 33 of the Listing Conditions, the Audited Consolidated Financial Statements together with the Independent Auditors''Report thereon are annexed and form part of this Annual Report.

Consolidated sale of products and services of the Corporation for the year ended 31st March, 2016 wasRs.896,896 lakhs as compared with Rs. 812,338 lakhs in 2014-2015, registering a growth of 10 %. Consolidated Net Profit for the year ended 31st March 2016 was higher by 6.75 % at Rs. 38,096 lakhs compared with Rs. 35,687 lakhs in the previous year.

The summarized consolidated financial results are as under:

(Rs. in lakhs)

Particulars FY 2015- FY 2014- 2016 2015

Sale of Products 884,319.62 812.318.27

Sale of Service 12,576.45 20.56

Other Operating 7,375.27 7,331.73

Revenues

Other income 14,646.76 15,549.72

Profit before finance costs, exceptional items and tax 122,563.52 86,075.29

Finance costs 4,392.40 4,065.78

Exceptional Items (1,033.00) 14,606.00

Profit Before Tax 117,138.12 96,075.51

Profit After Tax 38,096.39 35,687.29

Subsidiaries and Associate Companies

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the statement containing the salient features of the financial statements of the Corporation''s subsidiaries and associates , the accounts of which have been consolidated with that of the Corporation, forms part of the consolidated financial statements. The said statement also provides the details of performance and financial position of each of the subsidiaries/associates. The Corporation has only one material listed Indian subsidiary, viz. Britannia Industries Limited.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements of the Corporation including the consolidated financial statements, and the audited accounts of each subsidiary, are available on the Corporation''s website (http://bbtcl.com/investor-relations/ annual-reports/)

4. Dividend

Your Directors have recommended payment of dividend @ 50 % i.e Rs.1.00/- per share of Rs.2/- each (Previous year Rs.1.00/- per share). The dividend, if approved by the shareholders at the Annual General Meeting, will be paid to those shareholders whose names appear on the Register of Members of the Corporation at the close of business on 29th July, 2016.

5. Internal Financial Controls

The Corporation maintains adequate and effective internal control systems which are commensurate with the nature, size and complexity of its business and ensure orderly and efficient conduct of the Corporation''s business. The internal control systems in all Divisions of the Corporation including the Head office are routinely tested and verified by independent Internal Auditors and significant audit observations and follow-up actions are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Corporation''s internal control requirement and monitors the implementation of audit recommendations.

The Corporation has in place adequate Internal Financial Controls with reference to Financial Reporting which ensure adherence to the Corporation''s policies, safeguarding of its assets, maintaining proper accounting records and providing reliable financial information. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.

6. Risk Management Policy

The Corporation has formulated a Risk Management Policy. Major risks identified by each of the businesses and functions are systematically addressed through mitigating actions on a continuing basis and are reported periodically to the Audit Committee and the Board. The details of the Risk Management functions are covered in the Corporate Governance Report.

7. Insurance

The Corporation''s plant and machinery, building, stocks and assets are adequately insured.

8. Directors''Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 ("the Act"), the Directors to the best of their knowledge and ability, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) they have 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 Corporation at the end of the financial year and of the loss of the Corporation for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Corporation and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Corporation and that such internal financial controls are adequate and were operating effectively; and

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Corporation , reports of the internal, statutory, cost and secretarial auditors duly reviewed by the management and the Board including the Audit Committee, the Board is of the opinion that the Corporation''s internal financial controls were adequate and operating effectively during the financial year 2015-16.

9. Management Discussion & Analysis

In terms of the provisions of Regulation 34 of the SEBI(LODR) Regulations,2015, the Management Discussion & Analysis forms part of the Annual Report.

10. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information pertaining to conservation of energy , technology absorption and foreign exchange earnings and outgo in accordance with the provisions of clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013, read with Rule 8(3) of The Companies (Accounts) Rules, 2014 is appended as Annexure A to this Report.

11. Related Party Transactions

The Corporation has formulated a Policy on Related Party Transactions which is disclosed on its website (http://bbtcl.com/ related-party-transaction-policy/)

All transactions entered into with related parties as defined under the Companies Act, 2013 , Clause 49 of the Listing Agreement and Regulation 2(1)(zc) and Regulation 23 of the SEBI (LODR) Regulations,2015 during the year under review, were in the ordinary course of business and on an arms''length basis and did not attract the provisions of Section 188 of the Companies Act, 2013. With regard to transactions with Related parties under the provisions of Regulation 23 of the Listing Regulations,2015, prior approval of the Audit Committee was obtained wherever required.

During the year under review, the Corporation had not entered into any contract/ arrangement /transactions with related parties which could be considered as material in nature.

Disclosures pertaining to transactions with related parties are given in Note no. 34 of the Notes forming part of the Standalone Financial Statements for the year 2015-2016.

12. Particulars of Loans, Guarantees and Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note nos.12,13, and 18 forming part of the Standalone Financial Statements for the year 2015-2016.

13. Directors

Dr. (Mrs.) Sheela Bhide was appointed as Independent Woman Director of the Corporation for a period of fve years from 5th August, 2015 to 4th August, 2020 at the Annual General Meeting held on 5th August, 2015.

In accordance with the provisions of Section 152 of the Companies Act, 2013 (''the Act'') and the Articles of Association of the Corporation, Mr. Jeh Wadia, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Necessary resolution for his re-appointment as Director has been included in the Notice convening the ensuing Annual General Meeting and requisite details have been provided in the Statement of Material facts under section 102 of the Act and annexed to the Notice. Your Directors recommend the re-appointment of Mr Jeh Wadia as Director of the Corporation.

During the year under review, Mr. Ashok Panjwani resigned as Managing Director and Director of the Corporation. The Board places on record its appreciation of the services rendered by Mr Panjwani during his tenure as Managing Director of the Corporation.

Mr Ness Wadia was re-appointed as Managing Director of the Corporation for a term of five years with effect from 1st April, 2016 by the Board of Directors subject to the approval of the shareholders, which is being sought at the ensuing Annual General Meeting. Necessary information with respect to the re-appointment of Mr Ness Wadia as Managing Director has been provided in the Statement of material facts under section 102 of the Act and annexed to the Notice .

Declaration by Independent Directors:

The Corporation has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 , that he/ she meets the criteria of independence laid down in Section 149 (6) of the Act and the Listing Regulations.

Board Meetings :

During the year, five Board Meetings were duly convened and held, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

14. Key Managerial Personnel

Mr Amit Chhabra was appointed as Chief Financial Officer of the Corporation with effect from 8th February,2016.

15. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, and Regulation 19 of the Listing Regulations,2015, the Board carried out an annual performance evaluation of its own performance and that of its Committees viz. Audit Committee, Stakeholders'' Relationship Committee and Nomination and Remuneration Committee , and of the individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

16. Nomination and Remuneration Policy

The Board, on the recommendation of the Nomination & Remuneration Committee, has formulated a Policy for the remuneration of Directors and Senior Management. Brief details of the Policy is provided in the Corporate Governance Report and also posted on the website of the Corporation (http://bbtcl.com/remuneration-policy/)

17. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 ("the Act") and the Rules made thereunder, Messrs. B S R & Co. LLP, Mumbai, Chartered Accountants, were appointed as Statutory Auditors of the Corporation for a period of five years at the Annual General Meeting held on 13th August,2014, subject to ratification by the members at every Annual General Meeting. M/s. B S R & Co., LLP have submitted a written consent that they are eligible to hold office as Statutory Auditors of the Corporation in terms of Section 139 of the Act and that they also satisfy the criteria provided in Section 141 of the Act. The Auditors have confirmed that they hold a valid Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33(1)(d) of the SEBI (LODR) Regulations,2015. Their appointment will be required to be ratified by the Members at the ensuing Annual General Meeting.

18. Cost Audit

Pursuant to the provisions of Section 148 of the Companies Act, 2013 ("the Act") read with the relevant Rules, the Board of Directors on the recommendation of Audit Committee, appointed M/s GLS & Associates,(GLS) as Cost Auditors of the Plantations and Auto Electric Components divisions of the Corporation for the financial year 2016-17 at a remuneration of Rs.200,000/- (Rupees Two lakhs) plus service tax as applicable and reimbursement of actual out of pocket expenses. The remuneration payable to them is required to be ratified by the shareholders at the ensuing Annual General Meeting.

19. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Corporation appointed Mr. Tushar Shridharani, Practicing Company Secretary as Secretarial Auditor for the year 2015- 2016. The Report of the Secretarial Auditor is appended as Annexure B.

With respect to the observation in the Secretarial Audit Report on the office of the Chief Financial Officer having remained vacant for a period of more than six months, it is hereby informed that this was due to non-availability of appropriate candidatures with the requisite qualifications and abilities.

The Corporation has applied to the Central Government for approval of payment of remuneration to Mr. Ness Wadia for the financial years 2014-2015 and 2015-2016 in excess of limits prescribed under the Act and the requisite approvals are awaited.

20. Internal Auditors

M/s Ernst & Young LLP were appointed Internal Auditors of the Corporation with effect from 1st October, 2015.

The Board has re-appointed them as Internal Auditors for the Financial year 2016-2017.

21. Auditors''Qualifications

There were no qualifications, reservations, adverse remarks or disclaimers made by the Statutory auditors, Internal Auditors or the Secretarial Auditors in their respective reports. The observation of the Secretarial Auditors have been dealt with appropriately in this Report.

22. Corporate Governance Report

In accordance with the provisions of the SEBI (LODR) Regulations, 2015, a separate report on Corporate Governance along with the Auditors''Certificate on compliance of the conditions of Corporate Governance is appended to this Report as Annexure C.

23. Corporate Social Responsibility

The Board of Directors constituted the Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 comprising of three directors including two Independent Directors. The CSR Policy of the Corporation and initiatives taken by the Corporation with respect to Corporate Social Responsibility during the year under review are in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The requisite details are appended to this Report as Annexure D.

24. Audit Committee

The composition, powers, role and terms of reference of the Audit Committee are in accordance with the requirements mandated under Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The details of the Audit Committee along with number of meetings held during the period under review are covered in the Corporate Governance Report.

The Corporation has established a vigil mechanism through the Audit Committee, wherein genuine concerns of employees and other Directors could be redressed. Accordingly, a Whistle Blower Policy has been formulated which also provides for adequate safeguards against victimization of employees who express their concerns.

The details of the Whistle Blower Policy is covered in the Corporate Governance Report. The said Policy is available on the website of the Company (http://www.bbtcl. com/ whistle blower policy ).

25. Particulars of Employees

The information as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended to this Report as Annexure E.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the members and others entitled thereto, excluding the information on employees''particulars as required under Rule 5(2) of the aforesaid Rules. The said information is available for inspection by the members at the Registered Offce of the Corporation during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary and the same will be furnished on request.

26. Significant & Material Orders Passed By The Regulators

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Corporation''s operations in future.

27. Extract Of Annual Return

The details forming part of the extract of the Annual Return in Form MGT 9 pursuant to the provisions of section 92 of the Act read with Rule 12 of the Companies ( Management and Administration) Rules, 2014 is appended to this Report as Annexure F.

28. Business Responsibility Report

Pursuant to Regulation 32(2)(f) of SEBI(LODR) Regulations, 2015, the Business Responsibility Report of the Corporation for the Financial Year 2015-16 forms part of this Annual Report.

29. Change of Registrar And Share Transfer Agent

Securities and Exchange Board of India (SEBI) vide its Order PR No. 66/2016 dated 22nd March, 2016 had passed an interim order against the Corporation''s Registrar & Transfer Agent, Sharepro Services (India) Pvt. Ltd. ("Sharepro"), inter-alia restraining Sharepro and several entities linked with the management of Sharepro from buying, selling or dealing in the securities market or associating themselves with securities market, either directly or indirectly, in any manner, till further directions. Companies who were clients of Sharepro were also advised by SEBI to change the Registrars.

In line with the SEBI directive and in view of the fact that the Corporation''s existing agreement with Sharepro came to an end on 31st March, 2016, the Board appointed M/s. Karvy Computershare Private Limited, ("Karvy") having its Registered Office at "Karvy House" No 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad 500 034, as the Corporation''s Registrar and Transfer Agent with effect from 1st April, 2016.

30. Acknowledgements

Your Directors would like to thank all customers, shareholders, suppliers, bankers, employees and all other business associates for their continued support.

On behalf of the Board

Nusli N Wadia

Mumbai; 27 May, 2016 Chairman


Mar 31, 2013

The Directors hereby present their Report on the business and operations of the Corporation and the Audited Accounts for the year ended 31st March, 2013.

1. SUMMARISED PROFIT & LOSS ACCOUNT:

2012-2013 2011-2012 Rs. in Lakhs Rs. in Lakhs

Profit before depreciation, interest, exceptional items and tax 3,977.58 3,752.84

Less: Finance cost 1,490.07 1,852.32

Less: Depreciation 686.22 715.56

1,801.29 1,184.96

Add: Profit on Sale of Undertaking - 16,470.68

Profit of erstwhile EAPL for the year 736.72 - ended 31st March, 2012

Profit before Tax 2,538.01 17,655.54

Less: Provision for Taxation 644.91 4,006.57

Profit for the year 1,893.10 13,648.97

Add: Balance in Profit and Loss Account 17,488.66 6,374.96

Balance in Profit and Loss Account of erstwhile EAPL on 1st April, 2011 460.13 -

Amount available for Appropriation 19,841.89 20,023.93

Appropriations:

Proposed Dividend 2,093.16 976.81

Corporate Dividend Tax thereon 355.73 158.46

Transfer to General Reserve 190.00 1,400.00

2,638.89 2,535.27

Closing balance of Profit and Loss Account 17,203.00 17,488.66

2. OPERATIONS:

The year under review despite the challenges has been a satisfactory one for the Corporation.

The Corporation has achieved a turnover of Rs. 243.55 Crores and higher operating profit before tax of Rs. 18.01 Crores compared to Rs. 11.85 Crores in the previous year.

The results are strictly not comparable with those of previous year in view of the mid term discontinuation of two businesses viz. BCL Springs and Sunmica in the previous year. Further, current year includes results of Auto ancillary business under Electromags division on amalgamation of erstwhile Electromags Automative Products Private Ltd. (EAPL) with the Corporation.

During the year, the performance of Tea Division was adversely affected due to erratic weather conditions which resulted in lower production and lower sales compared to the previous year. However, higher average price realization of Tea contributed to reduce the adverse impact on profitability. The Coffee Division with favourable prices and increased volumes contributed substantially to improve the profitability and performance of the Plantation Division.

Health Care Division reported healthy growth in sales and profit over the previous year with successful launch of new Dental products.

Auto Ancillary business under Electromags Division achieved higher profits compared to previous year on account of reduction in overheads despite slow down in auto sector.

3. DIVIDEND:

Your Directors are pleased to recommend payment of dividend @75% i.e. Rs. 1.50 per share of Rs. 2/- each and a one-time Special Dividend of 75% i.e. Rs. 1.50 per share, to commemorate the 150th year of the Corporation. Accordingly, the total dividend recommended is 150% i.e. Rs. 3/- per equity share of Rs. 2/- each (Previous year equivalent Rs. 1.40 per share). The dividend, if approved by the shareholders at the Annual General Meeting, will be paid to those shareholders whose names appear on the Register of Members of the Corporation at the close of business on 26th July, 2013.

4. DIVISIONWISE PERFORMANCE:

(a) SOUTH INDIA ESTATES:

(i) Tea -

The production for the year under review was lower at 78.42 Lakh kgs. as against 84.65 Lakh kgs. for 2011-12 due to low rainfall at Singampatti Estate and almost drought like conditions and uniformly low rainfall at other Estates. Sales Turnover however was higher at Rs. 83.01 Crores compared to Rs. 75.15 Crores of the previous year due to increase in average selling prices.

(ii) Coffee -

Production for the year under review, including outsourced beans was 2,399 Tonnes as against 1,640 Tonnes for the year 2011-12. This was due to higher sourcing of Bought Beans from the current season''s crop during November, 2012 to March, 2013 which will be available for sale in the coming year.

Sales turnover was higher at Rs. 28.46 Crores as against Rs. 24.37 Crores in the previous year. Sales volume, however, was at the same level at 1,680 Tonnes as against 1,683 Tonnes in the previous year.

(b) TANZANIAN ESTATES:

The crop for the year under review was lower at 8.14 Lakh kgs. as against 9.22 Lakh kgs. in 2011-12. Sales were at Rs. 5.42 Crores as against Rs. 5.19 Crores in the previous year.

(c) ELECTROMAGS DIVISION:

The turnover for the year was marginally lower at Rs. 105.91 Crores as against Rs. 108.63 Crores for 2011-12. Although the auto sector witnessed a slow down during the year, the reduction in overheads and better cost control enabled the division to achieve higher profits as compared to the previous year.

(d) HEALTHCARE DIVISION:

The turnover for the year was Rs. 18.04 Crores as against Rs. 15.43 Crores for 2011-12. This was due to higher sales of own manufactured products, mainly Dental alloys, despite the dis- continuaton of some traded products. Dental Products of India Division is the market leader in Dental alloy business in India.

(e) WEIGHING PRODUCTS DIVISION:

Sale of balances for the year under review was Rs. 2.34 Crores as against Rs. 2.31 Crores for 2011-12. The Division continued to operate profitably.

(f) REAL ESTATE DEVELOPMENT:

The Corporation is examining various options for development of properties at Kanjur Marg in Mumbai and at Coimbatore under Real Estate Division. The Corporation is also considering development of a small part of Coffee Estate at Coorg as a "Destination" under Hospitality sector.

5. RESTRUCTURING OF BUSINESS:

Over the last two years, the Corporation''s businesses were restructured which resulted in significant debt reduction and corresponding strengthening of the Corporation''s Balance Sheet. The Corporation divested Offshore Rubber business, Sunmica Laminates and BCL Springs Division and unlocked value in these businesses.

The amalgamation of the wholly owned subsidiary Electromags Automotive Products Pvt. Ltd. (EAPL), with the Corporation effective 1st April, 2011 as a part of this exercise was completed during the year and the effects of amalgamation have been given in the results of the Corporation for the year under review.

The Corporation has been rated ''A1 '' by CARE which is the highest rating for short term bank facilities.

Of the existing businesses viz. Plantation, the Corporation with a view to increase sales volumes of both Tea & Coffee, has resorted to higher procurement of bought leaf for Tea and bought beans for Coffee as is evident from the results for the year under review.

With regard to the Auto Ancillary business under Electromags, the Corporation is working towards widening its customer base and introduction of new products.

The Corporation is examining growth options in value-added businesses and thereby improve its profitability. The sale proceeds received on divestment of businesses in the meantime have been utilized to repay long term debt and have been kept invested in deposits so as to be made available for business opportunities.

6. SUB-DIVISION OF SHARES:

With a view to improve the liquidity of Corporation''s Equity Shares in stock markets and to make them more affordable for the small retail investors, as approved by the Shareholders by Postal Ballot, the Equity Shares of Face Value of Rs. 10/- each of the Corporation was sub-divided into 5 Equity Shares of the Face Value of Rs. 2/- each effective from 9th November, 2012.

7. SUBSIDIARY COMPANIES:

In view of the general exemption granted by the Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, the copies of Balance Sheet, Profit and Loss Account, Cash Flow, Directors'' Report and Auditors'' Report of the Corporation''s subsidiaries have not been attached to the Balance Sheet of the Corporation for the year under review. However, the disclosures required under the said exemption have been incorporated in the Annual Report and the Corporation undertakes to make available the annual accounts of the subsidiaries upon request by any member of the Corporation or any of its subsidiaries. Further, the said annual accounts of the subsidiary companies are also kept for inspection by any such member, at the registered office of the Corporation.

8. FINANCE:

The Corporation has repaid installments of term loans availed of from the banks/institutions on their respective due dates. There were no deposits which were due for repayment and remained unclaimed as on 31st March, 2013.

The Corporation has during the year converted the advance subscription given to Leila Lands Senderian Berhad (Malaysia) its wholly owned subsidiary, into equity shares. This will enable the offshore investment potential to be leveraged.

9. INSURANCE:

The Corporation''s plant & machinery, buildings, stocks and assets are adequately insured.

10. INDUSTRIAL RELATIONS:

Relations with the workmen continue to remain cordial at all Divisions of the Corporation.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information 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 given in the Appendix to this Report.

12. REQUIREMENTS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The information required under Section 217 (2A) of the Companies Act, 1956 (the Act) read with the Rules framed thereunder forms part of this Report. However, as per provision of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to all shareholders excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Secretary at the Corporation''s Registered Office.

13. DIRECTORS:

Mr. Nusli N. Wadia, Mr. A. K. Hirjee and Mr. P. K. Cassels retire by rotation and are eligible for re-appointment.

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation with regard to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Corporation as at 31st March, 2013 and of the profit for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Corporation and for preventing and detecting fraud and other irregularities;

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

15. CORPORATE GOVERNANCE:

A separate report on Corporate Governance and a certificate from the Auditors of the Corporation regarding compliance of the conditions of Corporate Governance are annexed to the Directors'' Report.

16. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Corporation and its subsidiaries prepared in accordance with the requirements of Accounting Standard AS-21 prescribed by Companies (Accounting Standards) Rules, 2006, are annexed to the Report.

17. APPOINTMENT OF COST AUDITOR:

In terms of the Order of Government of India, under Section 233B of the Companies Act, 1956, the Corporation re-appointed Dr. G. L. Sankaran, a Cost and Management Accountant from Coimbatore having qualifications prescribed in Section 233B (1) of the said Act to carry out cost audit as applicable for the Corporation. His appointment was duly approved by the Central Government for the year under review.

18. AUDITORS:

In accordance with the provisions of the Companies Act, 1956 the Auditors, M/s. B S R & Co. will be proposed for re-appointment at the ensuing Annual General Meeting at a remuneration to be fixed by the Board.

It is proposed to re-appoint Deloitte Haskins & Sells, Chennai as branch auditors for auditing the accounts of the branches of the Corporation in South India for the current financial year at the ensuing Annual General Meeting at a remuneration to be fixed by the Board.

In addition, it is proposed that the Board be authorised to appoint Branch Auditors for the Corporation''s branches in Tanzania and Johor Bahru, at a remuneration to be fixed by the Board.

19. ACKNOWLEDGEMENTS:

The Directors would like to thank all employees, customers, bankers, shareholders and other stakeholders for their continued support.

On behalf of the Board,

Nusli N. Wadia

Chairman

Mumbai, the 28th day of May, 2013


Mar 31, 2012

The Directors have pleasure in presenting their Report on the business and operations of the Corporation and the Audited Accounts for the year ended 31st March, 2012.

1. SUMMARISED PROFIT & LOSS ACCOUNT*

2011-2012 2010-2011

Rs.in Lakhs Rs.in Lakhs Rs.in Lakhs Rs.in Lakhs

Profit before depreciation, interest,

exceptional items and tax 3,752.84 5,697.05

Less: Finance cost 1,852.32 1,877.67

Less: Depreciation 715.56 885.59

1,184.96 2,933.79

Add: Profit on Sale of Undertakings/Long

Term Investments/ Properties 16,470.58 7,293.60

Less: Loss on Exchange - 622.46

Profit before Tax 17,655.54 9,604.93

Less: Provision for Taxation (4,006.57) (1,950.73)

Profit for the year 13,648.97 7,654.20

Add: Opening balance of Profit and Loss .

Account 6,374.96 656.03

Amount available for Appropriation 20,023.93 8,310.23

Appropriations:

Proposed Dividend 976.81 976.81

Corporate Dividend Tax thereon 158.46 158.46

Transfer to General Reserve 1,400.00 800.00

2,535.27 1,935.27

Closing balance of Profit and Loss Account 17,488.66 6,374.96

2. OPERATIONS:

Your Directors are pleased to report that the year under review, despite challenges, has been a satisfactory one for the Corporation.

The Corporation has, during the year, significantly recast its business portfolios. As part of the planned restructuring, Sunmica Division engaged in Laminate business was sold as a going concern with effect from close of working hours on 31st October, 2011 for a lumpsum consideration of 7 100.30 Crores. BCL Springs Division engaged in manufacturing Springs was sold as a going concern with effect from close of working hours on 30th November, 2011 for a lumpsum consideration of Rs 180.50 Crores.

The results presented include the profit of Rs 164.71 Crores arising out of the sale of these two undertakings.

The Profit before tax from operations in the current year is Rs 11.85 Crores. However, this is not comparable with that of the previous year due to the mid-term discontinuation of two businesses viz. BCL Springs & Sunmica.

With regard to the continuing businesses viz. Plantation, there was a decline in the performance of tea due to erratic weather conditions which impacted production and sales volume. The Coffee output was also impacted by adverse weather conditions but with favorable prices and increased volume due to production from outsourced beans, profits were significantly better than the previous year. Pepper production and its pricing have both shown improvement.

The Healthcare Division performed satisfactorily. Successful launch of new Dental products helped to improve both turnover and profits.

3. DIVIDEND:

Your Directors recommend payment of dividend at the rate of 70% i.e. Rs 7.00 per share. (Previous year Rs 7.00 per share). The dividend, if approved by the shareholders at the Annual General Meeting, will be paid to those shareholders whose names appear on the Register of Members of the Corporation at the close of business on 27th July, 2012.

4. DIVISIONWISE PERFORMANCE:

(a) SOUTH INDIA ESTATES.

(i) Tea-

The production for the year under review was lower at 84.65 Lakh kgs. as against 92.37 Lakh kgs. for 2010-11. As a result, sales were Rs 75.15 Crores compared to Rs 81.12 Crores for the previous year. The selling price per kg. remained at the same level as previous year.

(ii) Coffee -

The production for the year under review including production

from outsourced beans was at

1,640 Tonnes which is marginally lower than the 1,712 Tonnes of 2010-11. Sales were at Rs 24.37 Crores as against Rs 18.36 Crores in the previous year due to higher selling price per tonne and higher sale volume at 1,683 Tonnes compared to 1,385 Tonnes in 2010-11. Coffee produced by the Corporation continues to enjoy a premium position in Europe and US market.

(b) TANZANIAN ESTATES:

The crop for the year under review was 9.22 Lakh kgs. as against 9.21 Lakh kgs. for 2010-11. Sales were at Rs 5.19 Crores as against Rs 4.92 Crores in previous year. Results were however impacted due to substantial increase in wage costs.

(c) HEALTHCARE DIVISION:

The turnover for the year was Rs 15.43 Crores as against Rs 13.06 Crores for 2010-11. Although the turnover from traded products declined due to discontinuation of some of the products, sale of Alloys made up for decline. Further, successful launch of new dental products helped to improve the turnover and profitability of the Division as compared to previous year.

(d) WEIGHING PRODUCTS DIVISION:

Sale of balances for the year under review was Rs 2.30 Crores as against Rs 2.11 Crores for 2010-11. The Division continued to operate profitably.

(e) REAL ESTATE DEVELOPMENT:

There was no progress in development of the properties at Kanjur Marg in Mumbai and at Coimbatore under Real Estate Division.

5. RESTRUCTURING OF BUSINESS:

The implementation of the restructuring plan reported last year began with the divestment of Sunmica Laminates and BCL Springs Divisions, which has resulted in significant debt reduction and corresponding strengthening of the Corporation's Balance Sheet. The Corporation is now better placed to pursue growth options in value added businesses.

The other major action initiated by the Corporation, i.e. the amalgamation of its wholly owned subsidiary Electromags Automotive Products Pvt. Limited (EAPL) is in process. The petition filed before the Hon'ble High Court of Judicature at Chennai for the amalgamation w.e.f. 1/4/2011 has been part heard. Pending disposal of the said petition, effects of amalgamation have not been given in the results of the Corporation for the year under review. The results of EAPL have however been included as a part of the Consolidated Accounts.

6. WADIA BRAND EQUITY & BUSINESS PROMOTION AND SHARED SERVICES AGREEMENT:

The Wadia Group has several companies in diverse sectors like the airlines, food, textiles, chemicals etc and employs various subject matter experts in areas such as Legal, Finance, Information Technology, Treasury, Taxation, Human Resources, Procurement, Risk Management etc. With a view to maximizing the efficiency and effectiveness of these specialized resources, a formal structure has been created under Nowrosjee Wadia & Sons Limited (NWS) to serve the common interests of all the Group Companies. The combined skills, knowledge and expertise of this structure will benefit all the group companies availing of this arrangement.

In order to formalize this structure of common services and avail of the standing of the Wadia Group Brand, the board of the Corporation, during the year, approved an agreement between NWS and the Corporation to enter into the 'WADIA Brand Equity & Business Promotion and Shared Services Scheme.'

7. SUBSIDIARY COMPANIES:

In view of the general exemption granted by the Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, the copies of Balance Sheet, Profit and Loss Account, Cash Flow, Directors' Report and Auditors' Report of the Corporation's subsidiaries have not been attached to the Balance Sheet of the Corporation for the year under review. However, the disclosures required under the said exemption have already been incorporated in the Annual Report and the Corporation undertakes to make available the annual accounts of the subsidiaries upon request by any member of the Corporation or any of its subsidiaries. Further, the said annual accounts of the subsidiary companies are also kept for inspection by any such member, at the registered office of the Corporation.

8. FINANCE:

The Corporation has repaid installments of term loans availed of from the banks/institutions on their respective due dates. There were no deposits which were due for repayment and remained unclaimed as on 31st March, 2012.

9. INSURANCE:

The Corporation's plant & machinery, buildings, stocks and assets are adequately insured.

10. INDUSTRIAL RELATIONS:

Relations with the workmen continue to remain cordial at all Divisions of the Corporation.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information 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 given in the Appendix to this Report.

12. REQUIREMENTS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The information required under Section 217(2A) of the Companies Act, 1956 (the Act) read with the Rules framed thereunder forms part of this Report. However, as per provision of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to all shareholders excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Secretary at the Corporation's Registered Office.

13. DIRECTORS:

Mr. M. L. Apte, Mr. B. N. B. Tao and Ms. Vinita Bali retire by rotation and are eligible for re-appointment.

Mr. Ashok . Panjwani was re-appointed as Managing Director for a period of 5 years from 24th June, 2007 to 23rd June, 2012. The Board has re-appointed Mr. Ashok Panjwani as the Managing Director of the Corporation for a further period of 5 years with effect from 24th June, 2012 subject to your approval at the ensuing Annual General Meeting.

14. DIRECTORS' RESPONSIBILITY STATEMENT.

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations from the Operating Management, confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation with regard to material departures, if any;

2. appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Corporation as at 31st March, 2012 and of the profit for the year ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Corporation and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared on going concern basis.

15. CORPORATE GOVERNANCE:

A separate report on Corporate Governance and a certificate from the Auditors of the Corporation regarding compliance of the conditions of Corporate Governance are annexed to the Directors' Report.

16. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Corporation and its subsidiaries prepared in accordance with the requirements of Accounting Standard AS-21 prescribed by Companies (Accounting Standards) Rules 2006, are annexed to the Report.

17. APPOINTMENT OF COST AUDITOR:

In terms of the Order of Government of India, under Section 233B of the Companies Act, 1956 the Corporation re-appointed Dr. G. L. Sankaran, a Cost and Management Accountant, from Coimbatore having qualifications prescribed in Section 233B(1) of the said Act to carry out cost audit at the estates in South India. His appointment was duly approved by the Central Government for the year under review.

18. AUDITORS:

In accordance with the provisions of the Companies Act, 1956 the Auditors M/s. B S R & Co. will be proposed for re-appointment at the ensuing Annual General Meeting at a remuneration to be fixed by the Board.

It is proposed to re-appoint Deloitte Haskins & Sells, Chennai as branch auditors for auditing the accounts of the branches of the Corporation in South India for the current financial year at the ensuing Annual General Meeting at a remuneration to be fixed by the Board.

In addition, it is proposed that the Board be authorised to appoint Branch Auditors for the Corporation's branches in Tanzania and Johor Bahru, at a remuneration to be fixed by the Board.

ACKNOWLEDGEMENTS

The directors would like to thank all employees, customers, bankers, shareholders and other stakeholders for their continued support.

On behalf of the Board,

Nusli N. Wadia

Chairman

Mumbai, the 29th day of May, 2012


Mar 31, 2011

The Directors have pleasure in presenting their Report on the business and operations of the Corporation and the Audited Accounts for the year ended 31st March, 2011.

1. SUMMARISED PROFIT & LOSS ACCOUNT:

2010-2011 2009-2010 Rs. in Lakhs Rs. in LakhsRs. in Lakhs Rs. in Lakhs

Gross Income 40,668.57 31,331.06

Gross Profit before Depreciation, Interest, Exceptional items and Tax 12,928.19 4,863.59

Less: Interest 1,815.21 1,983.14

11,112.98 2,880.45

Less: Depreciation 885.59 805.78

Operating Profit 10,227.39 2,074.67

Less: Loss on Exchange 622.46 848.37

Profit/(Loss) before Tax 9,604.93 1,226.30

Add/fLess): Provision for Taxation (1,950.73) 139.25

7,654.20 1,365.55

Add: Balance Brought Forward 656.03 -

Amount available for Appropriation 8,310.23 1,365.55

Appropriations:

Proposed Dividend 976.81 488.40

Corporate Dividend Tax thereon 158.46 81.12

Transfer to General Reserve 800.00 740.00

1,935.27 709.52

Profit carried to Balance Sheet 6,374.96 656.03

2. OPERATIONS:

Your Directors are pleased to report that during the year under review the Corporation has achieved the highest ever profit before tax of Rs. 9,605 Lakhs.

Profits before tax from the Operating Divisions at Rs. 2,312 Lakhs has also been the highest in the history of the Corporation. This improvement in profit is mainly attributable to the performance of BCL Springs and Coffee

Divisions. Strong demand enabled substantial growth in both production and turnover of the Springs Division. Coffee results were driven by higher realisations per Kg. and by significant increase in volume because of higher outsourcing.

Health Care Division performed satisfactorily despite unprecedented rise in the price of silver. Higher sales of non-alloy products and traded goods made up for negative growth of alloys.

Profit before tax includes Rs. 6,694 Lakhs being profit on sale of investments in one of the foreign subsidiaries viz. P.T. Indo Java Rubber Planting Company (PTIJ), Indonesia. The Corporation had been holding 50.3% stake in PTIJ for over 50 years.

3. DIVIDEND:

Encouraged by the encouraging performance, your Directors recommend payment of dividend at the rate of 70% (Rs. II- per share). (Previous year Rs. 3.50 per share). The dividend, if approved by the shareholders at the Annual General Meeting, will be paid to those shareholders whose names appear on the Register of Members of the Corporation at the close of business on 22nd July, 2011.

4. DIVISIONWISE PERFORMANCE:

(a) SOUTH INDIA ESTATES:

(i) Tea-

Sales were at 93 Lakh kgs. as against 98 Lakh kgs. in the previous year. The average price realisation during the year was lower than the previous year on account of higher global production. Consequently, the results of this Division were impacted.

(ii) Coffee-

Sales volume was 1,655 Tonnes as against 1,042 Tonnes in the previous year. Though our crop was lower at 891 Tonnes as against 998 Tonnes in the previous year, the increase in outsourced Coffee helped to achieve substantial increase in sales volume.

(b) TANZANIAN ESTATES:

The crop for the year under review was 9.21 Lakh kgs. as against 7.51 Lakh kgs. for 2009-10. Results were impacted due to substantial increase in wage costs and lower price realization due to global market condition.

(c) SUNMICA DIVISION:

Sales Turnover for the year wasRs. 78.80 Crores as against Rs. 81.72 Crores in the previous year. Overall slowdown in projects and competitive market conditions negatively impacted sales volume. Margins were also under pressure due to higher raw material and power costs despite 12% higher sales realisation per tonne compared to previous year.

(d) BCL SPRINGS DIVISION:

Production for the year under review was 8,582 Tonnes as against 7,723 Tonnes for 2009-10. The auto sector witnessed an upturn during the year under review. As a result, the sales volume increased substantially over the previous year. Sales realisation also improved and enabled the Division to achieve higher profits compared to previous year.

(e) WEIGHING PRODUCTS DIVISION:

Sale of balances for the year under review was 813 Nos. as against 748 Nos. for 2009-10. With better sales realisation/product mix, the Division improved upon its profitability compared to previous year.

(f) HEALTHCARE DIVISION:

Production of own products for the year was 107 Tonnes as against 92 Tonnes for 2009-10. Turnover declined marginally to Rs. 1,307 Lakhs against Rs. 1,348 Lakhs in previous year. The Division was, however, able to improve its profitability because of higher sales of traded goods and improved product mix.

(g) REAL ESTATE DEVELOPMENT:

The Corporation continued to pursue the Real Estate development of its properties at Kanjur Marg in Mumbai and at Coimbatore. These assets have been converted to stock-in- trade and necessary permissions for

development of these properties are being sought.

5. RESTRUCTURING OF BUSINESS:

Members are aware that the Corporation has a number of diverse businesses viz. Tea and Coffee Estates under Plantations, BCL Springs under Auto Ancillary, Sunmica Laminates under Building Products, Dental Products under Health Care and Weighing Products under Electronics. Plantations continue to be our core business and the other divisions, although profitable, are relatively small in size.

Your Directors have, after careful deliberation, decided that our business portfolio needs to be restructured so as to enable a move up the value chain by shifting the focus from commodity to branded offerings. A number of actions have been initiated to achieve this objective and some positive developments are expected to take place in the current year.

Your directors have approved a proposal to merge with its wholly owned subsidiary Electromags Automotive Products Pvt. Ltd. (EAPL) with effect from 1st April, 2011. EAPL is a profitable venture and has significant presence in the electro mechanical field with products such as slip rings, solenoids and switches. EAPL has created its own brand identity in this segment. Your Directors are of the opinion that the merger of EAPL which has a turnover of approximately Rs. 100 Crores will improve the business portfolio.

It is proposed to sell land at Akurdi, Pune. The proceeds from the same will be utilized to repay long term debts of the Corporation.

The planned restructuring will not only strengthen the Corporations Balance Sheet but will enable the Corporation to evaluate growth options in value added businesses and thereby improve its profitability.

6. SUBSIDIARY COMPANIES:

Ministry of Corporate Affairs by its General Circular No. 2 of 2011 dated 8th February, 2011 has granted a general exemption under Section 212 (8) of the Companies Act, 1956 from attaching the copies of Balance Sheet, Profit and Loss Account, Cash Flow, Report of the Board of Directors and Report of the Auditors of Subsidiary Companies to the Balance Sheet of the Companies. Accordingly, the said documents have not been attached to the Balance Sheet of the Corporation for the year under review. However, the Corporation will make available these documents/details upon request by any member of the Corporation interested in obtaining the same.

Further, the details required to be set out pursuant to the said notification are set out in the accounts. The necessary resolution of the Board of Directors giving its consent pursuant to the said notification has also been duly passed.

7. FINANCE:

The Corporation has repaid instalments of term loans availed of from the banks/institutions on their respective due dates. There were no deposits which were due for repayment and remained unclaimed as on 31st March, 2011.

8. INSURANCE:

The Corporations plant & machinery, buildings, stocks and assets are adequately insured.

9. INDUSTRIAL RELATIONS:

Relations with the workmen continue to remain cordial at all Divisions of the Corporation.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information 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 given in Appendix to this Report.

11. REQUIREMENTS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The information required under Section 217 (2A) of the Companies Act, 1956 (the Act) read with the Rules framed thereunder forms part of this Report. However, as per provision of Section 219 (1)(b)(iv) of the Act, the Report and Accounts are being sent to all shareholdersexcluding the statement of particulars of employees under Section 217(2A) of the Act.

Any shareholder interested in obtaining a copy of the statement may write to the Secretary at the Corporations Registered Office.

12. DIRECTORS:

During the year Mr. Ishaat Hussain resigned as a Director of the Corporation. The Board places on record its sincere appreciation of valuable service rendered by him during his tenure as a Director of the Corporation.

The current tenure of Mr. Jeh Wadia as Deputy Managing Director was foreclosed by mutual consent with effect from the close of business hours on 31st March, 2011. Consequently Mr. Jeh Wadia ceased to be the Deputy Managing Director as also the Director of the Corporation. He was appointed as Additional director with effect from 1st April, 2011. He holds the office as a Director upto the date of ensuing AGM. The Corporation has received Notice from shareholders proposing his candidature for appointing him as a Director.

Mr. Ness Wadia was appointed as Managing Director of the Corporation for a period of 5 years with effect from 1st April, 2011 subject to your approval at the ensuing AGM.

Mr. Ashok Panjwani continues as Managing Director of the Corporation.

Mr. Keshub Mahindra, Mr. D. E. Udwadia and Mr. P. K. Cassels retire by rotation and are eligible for re-appointment.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000 the Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Corporation as at 31st March, 2011 and of the profit for the year ended 31st March, 2011.

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Corporation and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared on going concern basis.

14. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreements a separate report on corporate Governance and a certificate from the Auditors of the Corporation regarding compliance of the conditions of Corporate Governance are annexed to the Directors Report.

15. CONSOLIDATED FINANCIAL STATEMENTS:

Pursuantto Clause 32 of the Listing Agreements, Consolidated Financial Statements of the Corporation and its Subsidiaries prepared in accordance with the requirements of Accounting Standard AS-21 prescribed by Companies (Accounting Standards) Rules 2006, are annexed to the Report.

16. APPOINTMENT OF COST AUDITOR:

In terms of the Order of Government of India, under Section 233B of the Companies Act, 1956 the Corporation re-appointed Dr. G. L. Sankaran, a Cost and Management Accountant, from Coimbatore having qualifications prescribed in Section 233B(1) of the said Act to carry out cost audit at estates in South India. His appointment was duly approved by the Central Government for the year under review.

17. AUDITORS:

In accordance with the provisions of the Companies Act, 1956 the Auditors Messers. B. S. R. & Co. will be proposed for re-appointment at the ensuing Annual General Meeting at a remuneration to be fixed by the Board.

It is proposed to re-appoint Deloitte Haskins & Sells, Chennai as branch auditors for auditing the accounts of the branches of the Corporation in South India for the financial year at the ensuing Annual General Meeting at a remuneration to be fixed by the Board.

In addition, it is proposed that the Board be authorised to appoint Branch Auditors for the Corporations branches in Tanzania and Johor Bahru, at a remuneration to be fixed by the Board.

On behalf of the Board,

Nusli N. Wadia Chairman Mumbai, the 27th day of May, 2011


Mar 31, 2010

The Directors have pleasure in presenting their Report on the business and operations of the Corporation and the Audited Accounts for the year ended 31st March, 2010.

1. SUMMARISED PROFIT & LOSS ACCOUNT:

2009-2010 2008-2009 Rupees Rupees Rupees Rupees in Lakhs in Lakhs in Lakhs in Lakhs

Gross Income 31,368.97 29,014.25

Gross Profit before Depreciation, Interest, 4,863.59 5,261.92

Exceptional items and Tax

Less: Interest 1,983.14 2,374.95

2,880.45 2,886.97

Less: Depreciation 805.78 773.64

Operating Profit 2,074.67 2,113.33

Less: Exceptional Items

Loss on Exchange 848.37 2,165.12

Investment written off -- 1,188.88

848.37 3,354.00

Profit/(Loss) before Tax 1,226.30 (1,240.67)

Addl(Less): Provision for Taxation 139.25 (146.86)

1,365.55 (1,387.53)

Add: Balance Brought Forward -- 1,244.78

Transferred from General Reserve -- 306.01 1,550.79

Amount Available for Appropriation 1,365.55 163.26

Appropriations:

Proposed Dividend 488.40 139.54

Corporate Dividend Tax thereon 81.12 23.72

Transfer to General Reserve 140.00 --

709.52 163.26

Profit carried to Balance Sheet 656.03 --

2. OPERATIONS:

During the year under review, the Corporation achieved a gross income of Rs. 31,369 Lakhs which represents an increase of 8% over the previous year.

There was a marked improvement in the performance of both the Plantation and Industrial Divisions. Increase in production of Tea and Coffee and higher average price realizations contributed to the substantial improvement in the performance of the Plantation Division. In the Industrial Division, BCL Springs achieved significant improvement in its performance because of higher volumes and reduced costs. Sunmica Division registered a modest growth in production and sales, but faced margin pressure owing to increase in input costs. Health Care Division continued to perform satisfactorily.

Because of the appreciation of Rupee against US Dollar, the loss on account of Foreign Currency loans reduced considerably during the year and amounted to Rs. 848.37 Lakhs as against Rs. 2,165.12 Lakhs in the previous year. Steps are under way to convert the Foreign Currency Loans into Rupee Loans and no further losses are expected to be incurred in the account.

The improvement in performance by all Units helped to achieve profit after tax of Rs. 1,365.55 Lakhs as against a loss of Rs. 1,387.53 Lakhs in the previous year.

3. DIVIDEND:

Your Directors recommend payment of dividend at the rate of 35% (Rs. 3.50 per share). (Previous year Re. 1.00 per share). The dividend, if approved by the shareholders at the Annual General Meeting, will be paid to those shareholders whose names appear on the Register of Members of the Corporation at the close of business on 26th July, 2010.

4. SOUTH INDIA ESTATES:

(a) Tea —

Sales improved to 98 Lakh kgs. of tea during the year under review as

against 92 Lakh kgs. in the previous year. The average price realisation during the year was higher than the previous year on account of strong domestic demand.

Production crossed the 100 Lakh kgs. output mark, a record for the Plantation Division which was made possible by outsourcing of green leaf for processing in our factories.

(b) Coffee —

Sales volume was 1,042 Tonnes as against 1,037 Tonnes in the previous year. Our coffee continued to be well accepted in the international markets.

5. TANZANIAN ESTATES:

The crop for the year under review was 7.51 Lakh kgs. as against 6.68 Lakh kgs. for 2008-09. The performance of Tanzanian Tea Estates has improved over previous year due to improved sales realization.

6. SUNMICA DIVISION:

Production for the year under review was 6,072 Tonnes as against 5,429 Tonnes for 2008-09. The slowdown in Real Estate sector in the second half of the previous financial year continued to adversely affect demand revival. The margins were also under pressure due to intense competition and input costs increases.

Our Laminate Division has been renamed "Sunmica Division" as the continued use of the "Formica" name is currently under discussion with The Diller Corporation, USA and its Subsidiary Formica Corporation.

7. BCL SPRINGS DIVISION:

Production for the year under review was 7,659 Tonnes as against 5,846 Tonnes for 2008-09. The auto sector witnessed an upturn during the year under review. As a result, the sales volume increased substantially over the previous year. With increased volume and reduced costs, the Division reported better profits.

8. WEIGHING PRODUCTS DIVISION:

Sale of balances for the year under review was 748 Nos. as against 646 Nos. for 2008-09. The Division has successfully replaced imported parts with local components for the current range of products. This will enable sustained profitability.

9. DENTAL PRODUCTS OF INDIA DIVISION:

Production of own products for the year was at 98 Tonnes as against 95 Tonnes for 2008-09. Turnover increased to Rs. 1,240 Lakhs against Rs. 1,007 Lakhs in previous year with better price realization. As a result, the Division could maintain and marginally improve its profitability during the year.

10. REAL ESTATE DEVELOPMENT:

The Corporation continued to pursue the Real Estate development of its properties at Kanjur Marg, Mumbai and Coimbatore. These assets have been converted to stock-in-trade and all necessary permissions for development of these properties have been received.

11. SUBSIDIARY COMPANIES:

Consequent upon Britannia Industries Limited (BIL) becoming a subsidiary of the Corporation during the year, the financial statements of BIL & its subsidiaries have been included in the Corporations consolidated results for the year.

The Corporation had applied to the Central Government for exemption under Section 212(8) of the Companies Act, 1956 from attaching the copies of Balance Sheet, Profit and Loss Account, Cash Flow, Report of the Board of Directors and Report of the Auditors of Subsidiary Companies to the Balance Sheet of the Corporation for the year under review and the same is awaited. In view thereof, the said documents have not been attached to the Balance Sheet of the Corporation. However, the Corporation will make available these documents/details upon request by any member of the Corporation interested in obtaining the same.

12. FINANCE:

The Corporation has repaid instalments of term loans availed of from the banks/institutions on their respective due dates. There were no deposits which were due for repayment and remained unclaimed as on 31st March, 2010.

13. INSURANCE:

The Corporations plant & machinery, buildings, stocks and assets are adequately insured.

14. INDUSTRIAL RELATIONS:

Relations with the workmen continue to remain cordial at all Divisions of the Corporation.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information 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 given in Appendix to this Report.

16. REQUIREMENTS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The information required under Section 217 (2A) of the Companies Act, 1956 ("the Act") read with the Rules framed thereunder forms part of this Report. However, as per provision of Section 219 (1)(b)(iv) of the Act, the Report and Accounts are being sent to all shareholders excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Secretary at the Corporations Registered Office.

17. DIRECTORS:

Mr. Nusli N. Wadia, Mr. Ishaat Hussain and Mr. B. N. B. Tao retire by rotation and are eligible for re-appointment.

Mr. Ness N. Wadia and Ms. Vinita Bali were appointed as Additional Directors with effect from 28th April, 2010. They hold the Office as Directors upto the date of the ensuing Annual General Meeting. The Corporation has received Notices from the shareholders proposing their candidature for appointing them as Directors.

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000 the Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Corporation as at 31st March, 2010 and of the profit for the year ended 31st March, 2010.

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Corporation and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared on going concern basis.

19. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreements a separate report on Corporate Governance and a certificate from the Auditors of the Corporation regarding compliance of the conditions of Corporate Governance are annexed to the Directors Report.

20. CONSOLIDATED FINANCIAL STATEMENTS:

Pursuantto Clause 32 of the Listing Agreements, Consolidated Financial Statements of the Corporation and its Subsidiaries prepared in accordance with the requirements of Accounting Standard 21 (AS 21) prescribed by Companies (Accounting Standards) Rules 2006, are annexed to the Report.

21. APPOINTMENT OF COST AUDITOR:

In terms of the Order of Government of India, under Section 233B of the Companies Act, 1956 the Corporation re-appointed Dr. G. L. Sankaran, a Cost and Management Accountant, from Coimbatore having qualifications prescribed in Section 233B(1) of the said Act to carry out cost audit at estates in South India. His appointment was duly approved by the Central Government for the year under review.

22. AUDITORS:

Messrs Deloitte Haskins & Sells, Vadodra, Chartered Accountants, who are the Statutory Auditors of the Corporation have advised that they do not seek re-appointment as the Corporations Auditors at the ensuing Annual General Meeting. The Directors recommend that Messrs B S R & Co., Chartered Accountants, Mumbai, be appointed as the Corporations Auditors to hold the office from the conclusion of the ensuing Annual general Meeting till the conclusion of the next Annual General Meeting. The Directors placed on record their appreciation of the valuable services rendered by Messrs Deloitte Haskins & Sells, Vadodara, Chartered Accountants as Auditors.

It is proposed to re-appoint Deloitte Haskins & Sells, Chennai as branch auditors for auditing the accounts of the branches of the

Corporation in South India for the financial year as mentioned in the Notice convening the Annual General Meeting at a remuneration to be fixed by the Board.

In addition, it is proposed that the Board be authorised to appoint Branch Auditors for the Corporations branches in Tanzania and Johor Bahru, at a remuneration to be fixed by the Board.

23. AUDITORS REPORT:

With reference to Para 4 of the Auditors Report, the Corporation, based on legal opinion and the opinion of the Board of Directors, has accounted for foreseeable derivative losses in accordance with the provisions of the Companies Act, 1956 and the Accounting Standards notified in terms of Section 211 (3C) of the Companies Act, 1956. The significant accounting policy in respect thereof contained in Note No. 1 (O) and the accounting treatment followed as stated in Note No. 17 of Schedule 22 are self-explanatory.

On behalf of the Board, Nusli N. Wadia

Chairman

Mumbai, the 28th day of May, 2010

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