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Directors Report of Diana Tea Company Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting their 105th Annual Report along with the Audited Accounts for the Fifteen months period ended 31st March, 2016.

Financial Results

The summarized Financial results of your Company are given in the table below.

(Rs. in Lakhs)

Particulars

15 Months Period Ended 31st March, 2016

12 Months Period Ended 31st December, 2014

Profit before Depreciation and Amortization Expense, Finance Costs & Taxation

(771.74)

462.58

Less : Depreciation and Amortization Expense

114.04

95.06

Finance Costs

158.55

103.77

Profit/ (Loss) before Tax

(1044.33)

263.75

Less : Provision for Tax Expenses (net)

(46.39)

47.21

Profit/ (Loss) after Tax

(997.94)

216.54

Add : Balance brought forward from previous year

226.37

150.31

Add : Transfer from General Reserve

1050.00

-

Less : Depreciation Adjusted as per revised calculation

7.69

-

Amount available for appropriation

270.74

366.85

Appropriations :

Proposed Dividend

37.48

37.48

Provision for tax on Proposed Dividend

3.05

3.00

Transfer to General Reserve

-

100.00

Balance carried forward

230.21

226.37

270.74

366.85

Note: The above Financial Results for the fifteen months period ended 31st March 2016, have been prepared to comply with Section 2 (41) of the Companies Act, 2013 and hence the previous year figures are not comparable.

State of Company''s Affairs

The year under review had started with yet another year of uncertain whether condition wherein drought persisted till end of April with high pest infestation. However with prudent practices followed by the company like 100% irrigation as well as good pest management, our company''s own crop was higher by 72,000 kgs. during the season. We continued to have a selective approach towards procurement of bought leaf keeping quality in mind. Hence our production from bought leaf was restricted to 2,53,384 kgs. with higher margin.

In 2015 the Indian tea production was more or less at par with last year. Market sentiments throughout the year was sluggish which was reflected in the average price realization of Siliguri Auction Centre for the year which was lower by Rs. 6/- per kg. when compared to last year. However, gap between quality and non-quality tea continued to widen wherein the quality tea continued to sell readily at firm levels whereas medium to poor quality tea struggled to sell in the market. Your company''s effort to make quality teas had paid dividend by way of higher realization of Rs. 147/- for 15 months when compared to Siliguri Auction average realization of Rs. 119.21 per kg. and our last year''s average realization of Rs. 145/- per kg. Cost burden on tea industry is increasing year by year by way of higher wages, salaries and cost of inputs. Droughty condition has increased the cost of irrigation as well as pest management which has put immense pressure on the profitability of the tea companies. In case of our company since we have decided to change the financial year of our company from December ending to March ending, in compliance with the provisions of section 2(41) of Companies Act, 2013, the additional cost burden of three unproductive months from January to March 2016 has resulted in huge loss of Rs. 997.94 Lakhs for the entire period of January 2015 to March, 2016. Your company continued with the policy of improving the yields of tea estates by way of regular developmental work through uprooting and replanting of old tea bushes with new ones and improvisation of its quality by modernizing its factory. This has helped us in improving our quality as well as economy of our tea estates. Our gardens have 100% irrigation facility to take care of droughty conditions which has become a regular phenomena every year.

Prospects

Current year looks to be a very challenging for the tea industry as the year has started with a robust production in Northern Indian wherein crop till end of April is higher by 15 million kgs. when compared to last year. The higher production has resulted in negative sentiments prevailing in the tea market with sluggish demand. However, quality tea continues to attract demand from various segments whereas non-quality tea is being neglected. In addition to that cost escalation on account of longer period of irrigation and pest control along with increased wages & salaries is puffing lot of pressure on the margins of tea industry. Global tea production is ahead by 50 million kgs. and most of it is being contributed by Kenya. All these factors combined together has created a bearish sentiment in the market. However, with domestic consumption growing steadily at 3% CAGR and appetite for quality tea by packeters is increasing because of their increasing market share, the realization for quality tea is expected to be firm. During the current year your company''s production till May is higher by more than 50,000 kgs. with improved realization when compared to corresponding last year.

We expect the market to be firm particularly in quality segment where participation of all segments are visible. However, non-quality tea could continue to suffer.

Plant protection code has been introduced by Tea Board and your company''s policy is to follow the same. Your company is taking full advantage of various subsidies provided by Tea Board.

Your company is determined to pursue with their developmental work in the field by uprooting and replanting the old tea bushes with new ones and modernizing its factories by replacing obsolete machineries with latest technology plant and machinery with a view of making quality tea and reduce costs. Our average yield of the gardens are 22 quintals when compared to 17 quintals for the district which put us in a strong position. Furthermore higher realization compared to district average gives us immense advantage when compared to others. Every effort is being made by your company to improve its performance in the coming years.

Change in nature of business, if any

There has been no change in business and the Company continues to concentrate on their own business.

Change in Financial Year

In compliance with the provisions of Section 2(41) of the Companies Act, 2013 your Company at the Board Meeting held on August 14, 2015 decided to change its financial year from ''January-December'' to April-March''. Accordingly, the last financial year of your Company was extended up to March 31, 2016 covering a period of fifteen months commencing from January 1, 2015. Your Company shall henceforth follow its Financial Year commencing from April

1 and ending on March 31, every year.

Transfer to Reserves

Your Directors do not propose to transfer any amount to the General Reserves.

Transfer from Reserves

Due to absence of profit during the financial period the Company has decided to meet the dividend payment obligation out of the accumulated profits from previous years in compliance with section 123 of the Companies Act, 2013 and other applicable Rules thereto.

Dividend

Your Board has recommended a dividend of Rs. 0.25 per Equity Share (i.e. 5%). Such dividend, on approval, will be paid to those Members whose names are recorded in the Register of the Company at the close of business on the date of Annual General Meeting.

Details of Board meetings

During the fifteen months period, 5 Board meetings were held , details of which are given below:

Date of the meeting

No. of Directors attended the meeting

27.02.2015

5

11.05.2015

5

14.08.2015

5

14.11.2015

4

12.02.2016

5

Share Capital

During the financial period ended 31st March, 2016 there is no change in the issued and subscribed capital of your Company. The outstanding capital as on 31st March, 2016 is Rs. 749.55 lakhs comprising of 1,49,91,000 equity shares of Rs. 5/- each.

Extract of Annual Return

The extract of Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 forming a part of this Report, attached as Annexure "A".

Committees of Board

The details of composition of the Committees of the Board of Directors are as under:-

a. Audit Committee

Sl. No.

Name

Chairman/ Members

1.

Mr. H.M. Parekh

Chairman

2.

Mr. Sandeep Singhania

Member

3.

Mr. Gautam Bhalla

Member

4.

Mr. N.F Tankariwala

Member

- During the fifteen months period, the Committee had met 5 times as on February 27, 2015, May 11, 2015, August 14, 2015, November 14, 2015 and February 12, 2016.

Recommendation by audit committee:

There is no recommendation of audit committee which has not been accepted by the Board during the fifteen months period.

- Vigil mechanism

The Company has established a Vigil Mechanism / Whistle Blower Policy which oversees through the Audit Committee and addresses genuine concerns expressed by the employees and other Directors. The Company has also made provisions for adequate safeguards against victimization of its employees and Directors who express their concerns. The Chairman of Audit Committee can be directly accessed by any employee for reporting issues which need to be brought to the notice of the Board. The Vigil Mechanism / Whistle Blower Policy of the Company has been uploaded on the website of the Company: www.dianatea.in .

b. Nomination & Remuneration Committee

Sl. No.

Name

Chairman/ Members

1.

Mr. H.M Parekh

Chairman

2.

Mr. N.F. Tankariwala

Member

3.

Mr. Gautam Bhalla

Member

During the fifteen months period, the Committee had met 2 times as on February 27, 2015 and August 14, 2015.

c. Stakeholders Relationship Committee

Sl. No.

Name

Chairman/ Members

1.

Mr. N.F.Tankariwala

Chairman

2.

Mr. Gautam Bhalla

Member

3.

Mr. Sandeep Singhania

Member

4.

Mrs. Sarita Singhania

Member

During the fifteen months period, the Committee had met 12 times as on January 15, 2015, January 22, 2015, February 5, 2015, February 19, 2015, March 4, 2015, March 12, 2015, March 19, 2015, April 23, 2015, May 7, 2015, May 28, 2015, July 23, 2015 and March 17, 2016.

Corporate Social Responsibility (CSR)

Your Company considers Corporate Social Responsibility as an important aspect of doing business. As a good corporate citizen, your Company shall initiate appropriate action towards various social causes in the future. Presently, the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

Management Discussion and Analysis

As per Listing Regulations Management Discussion and Analysis Report is attached as Annexure "B" forming part of this report.

Directors'' Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, for the financial period ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures except gratuity liability being accounted for, as and when paid/payable;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for the financial period ended 31st March, 2016 and of the profit and loss of the company for that period;

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

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

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

Corporate Governance

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investor''s protection and maximizing long term shareholders value. A report on Corporate Governance together with the certificate of the Auditors confirming compliance of conditions of Corporate Governance as stipulated under Schedule V(E) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Stock Exchange is annexed as Annexure "C".

Related party transactions

The related party transactions entered into during the period were in ordinary course of business and also on arm''s length basis in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict of the interest with the Company at large. All related party transactions are presented to the Audit Committee and the Board, if required for approval. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s web link: www.dianatea.in/Policy-on-Related-Party transactions_7.pdf.

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under sub-section (3)(m) of the Section 134 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, are given at Annexure "D" to the Directors'' Report

Particulars of Employees

The ratio of the remuneration of each Director to the median employee''s remuneration and other particulars or details of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as Annexure "E".

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the company.

There is no directors who is in receipt of any commission from the company as well as from its holding company as per section 197 (14) of the Companies Act, 2013.

Annual Evaluation of Board''s Performance

During the financial period, the Board evaluated its own performance as well as that of its Committees and individual Directors. The exercise was carried out covering various aspects of the Boards functioning such as composition of the Board & committees, qualification, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Non-Independent Directors. The performance of Independent Directors has been evaluated based on the guidelines as provided under Schedule IV of the Act. The evaluation of the Independent Directors was carried out by the entire Board except by the Director being evaluated. The directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Auditors and Audit Report

M/s. Das & Prasad, Chartered Accountants were appointed as the Statutory Auditors of the Company in the last Annual General Meeting held on June 26, 2015 to hold office from the conclusion of the Hundred and Fourth Annual General Meeting until the conclusion of the Hundred and Seventh Annual General Meeting. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

Secretarial audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MR & Associates, Company Secretaries in Practice (CP No.2551), to undertake the Secretarial Audit of the Company for the financial year ending 31st March, 2017. The Secretarial Audit Report for the financial period ended 31st March, 2016 is annexed herewith as Annexure "F" to this Report. The Secretarial Audit Report is self-explanatory and does not contain any adverse qualification, reservation or remark.

Cost Audit

As per Section 148 of the Companies Act, 2013 read with Rule 4 of Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records for the financial year 2016-17. However, the company is not required to appoint Cost auditor to conduct the audit of cost records for the financial year 2016-17.

Human Resources

Your Company treats its "human resources" as one of its most important assets.

The Company has a large work force employed at the tea estates. There were no major disruptions of work at the garden or any other establishment of the Company during the period under review. The correct recruitment practices are in place to attract best talent. Industrial relations at all the units remained satisfactory.

Material changes and commitments

No material changes and commitments have occurred during the fifteen months period which might affect the financial position of the company.

Disclosure under Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act 2013

Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action.

No complaint has been brought to the notice of the Management during the financial period ended on 31st March, 2016.

RISK MANAGEMENT

In terms of the requirement of the Companies Act, 2013 and Listing Regulations, the Company has developed and implemented the Risk Management Policy. The Company has taken adequate measures to mitigate various risk encountered. In the opinion of the Board there is no such risk which may threaten the present existence of the Company.

Declaration by independent directors

Necessary declarations have been obtained from all the Independent Directors that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Remuneration Policy

The remuneration policy of the Company aims to attract, retain and motivate qualified people at the Board levels. The remuneration policy seeks to employ people who not only fulfil the eligibility criteria but also have the attributes needed to fit into the corporate culture of the company. The remuneration policy is consistent with the ''pay-for-performance'' principle.

Executive Directors

The Nomination and Remuneration Committee takes into account experience, qualification and prevailing industry practices before giving its recommendation to the Board. On recommendation of the Nomination and Remuneration Committee, the Board decides remuneration to be paid to Executive Directors, subject to approval of shareholders in terms of provisions of the Companies Act, 2013, read with Schedule V thereof. The Committee aims towards rewarding, on the basis of performance and reviews on a periodical basis.

Non-Executive Directors

The Company has formulated Criteria for making payment to Non Executive Directors which is available in Company''s weblink: http://www.dianatea.in/Criteria%20 of%20making%20payment%20to%20non-executive%20 directors_6.pdf. As per the criteria, Non-Executive Directors are paid siffing fees for attending the meetings of the Board of Directors and Committees.

Significant and material orders passed by the regulators

There are no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status and company in future.

Internal financial controls

Your Company has adequate Internal Financial Control System at all levels of Management and they are reviewed from time to time. The Internal Audit is carried out in house as well as by firm of Chartered Accountants. The Audit Committee of the Board looks into Auditor''s review which is deliberated upon and corrective actions taken, wherever required.

Subsidiaries, Joint Venture or Associate Companies

Your Company continues to be the Subsidiary of Diana Capital Limited. Further, the Company has no subsidiaries, joint venture and associates for the financial period ended 31st March, 2016.

Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantees or investments made under section 186 of the Companies Act 2013 are covered in the notes to the Financial Statement for the period ended March 31, 2016.

Directors and Key Managerial Personnel

As per provisions of Section 149 and 152 of the companies Act, 2013, Mr. Gautam Bhalla was appointed as an independent Director who shall hold the office from the conclusion of 104th Annual general Meeting upto the expiry of 5 (five) consecutive years or the conclusion of the 109th Annual General Meeting of the Company in the calendar year 2020, whichever is earlier.

As per provisions of Section 152 of the Companies Act, 2013, Mrs. Sarita Singhania (DIN 00343786) is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for reappointment. The Board recommends her re-appointment. There is no change in Key Managerial Personnel during the financial period.

Deposits

Your Company has not accepted any deposits covered under Chapter V of the companies Act, 2013.

Acknowledgement

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support.

For and on behalf of the Board

Registered Office Sd/- Sd/-

3B, Lal Bazar Street Sandeep Singhania Sarita Singhania

Kolkata - 700 001 (DIN: 00343837) (DIN: 00343786)

Date : May 30, 2016 Managing Director Director (Sales & Marketing)


Dec 31, 2014

Dear Shareholders

The Directors have pleasure in presenting their 104th Annual Report along with the Audited Accounts for the year ended December 31, 2014.

(Rs.in lacs) December31,2014 December31,2013

Profit before Depreciation and Amortization Expense, Finance Costs & 462.58 448.21

Taxa tion Less : Depreciation and Amortization Expense 95.06 87.18

Finance Costs 103.77 185.71

Exceptional items - 123.17

Profit before Tax 263.75 52.15

Less : Provision for Tax Expenses (net) 47.21 100.05

Profit / (Loss) after Tax 216.54 (47.90)

Add : Balance brought forward from previous year 150.31 128.42

Add : Transfer from General Reserve - 87.93

Amount available for appropriation 366.85 168.45

Appropriations :

Proposed Dividend 37.48 37.48

Provision for tax on proposed dividend 3.00 2.55

Dividend Tax for earlier year written back - (21.89)

Transferred to General Reserve 100.00 -

Balance carried forward 226.37 150.31

366.85 168.45

Basic and diluted earning per share 1.44 (0.32)

Directors'' Report

REVIEW OF PERFORMANCE

The year under review was yet another year started with uncertain weather conditions wherein there was prolonged drought together with high pest infestation. However, your company''s own crop was more or less at par with last year. We were selective towards procurement of bought leaf, keeping quality in mind. However, company''s production from bought leaf was higher at 3,03,960 Kgs. when compared to 2,05,824 Kgs. of previous year.

During the year the Indian tea product! on was lower by 15.61 million kgs. out of which 32 million kgs. deficit was contributed by Assam. Since there was a deficit of tea production in North India, the auction prices of North Indian teas were higher by about Rs.7 per kg. However, due to excessive crop in Kenya the global tea prices had gone down significantly which affected the prices of South Indian tea adversely which is an export oriented market. There was a significant gap between quality and non-quality tea throughout the year wherein quality teas continued to sell briskly where as medium and poor quality tea continue to suffer and were difficult to sell.

Your company conti nued to focus on making quality teas which is visible in our price realization which is higher by Rs.14/- per kg. when compared to price realization of last year. It is worthwhile to mention that the average realization of our tea is significantly higher when compared to district average realization which shows our commitment to make good quality teas which is being rewarded by higher price realization.

During the year, pending wage negotiation had been settled wherein wages has been revised from Rs.95/- to Rs.112.50 from 1st April, 2014. The impact of which has significant effect in our cost and profitability. Necessary provisions relating to increased wages has already been taken in the current account. In spite of such wage hike, company''s profitability has gone up to Rs.216.54 Lacs when compared to loss of Rs.47.90 Lacs in previous year.

Your company continued with the policy of improving its existing tea estates by way of regular development work through uprooting & replanting of old tea bushes and modernizati on of its factories. This has helped us in improving our quality as well as productivity. Our gardens have 100% irrigation facility to take care of drought condition which has become a regular phenomenon every year.

PROSPECTS

Ensuing year looks to be a very challenging year for the tea industry as there is an excess carry forward stock of poor quality tea from last year which has turned market sentiments negative. Cost has gone up significantly on account of wage increment. Cost escalation on account of longer period of irrigation and pest control due to prolonged drought period could put lot of pressure on margins. However, quality teas would continue to get premium and would sell briskly at firm levels. The price gap between quality and non-quality tea would continue to widen. Global crop situati on is precarious as Kenya is going through a severe drought condition and their market has shot up in the month of February. Weather condition in India is also poor as there is no rain in the last five months in Northern India. If the current weather condition continues, there could be significant crop shortage in India as well. In addition to that domestic consumption is growing steadily @ 3% CAGR. With the shortage in Kenyan tea, there is a possibility of Indian exports going up this year, thus creating further deficit of availability of tea in domestic market. All these factors combine together could result in higher prices for Indian teas. However, inferior quality tea could continue to suffer and get neglected.

Plant Protecti on Code (PPC) has been introduced by Tea Board and your company is committed to follow the same.

Your company is committed for regular developmental work in the field through uprooting & replanting of old bushes and modernizing its factories by replacing obsolete plant & machineries with latest technology plant & machineries with a view of making quality tea and to reduce the cost. Every effort is being made by your company to improve its performance in the coming years.

DIVIDEND

The Board has recommended a Dividend of Rs.0.25 per Equity Share (i.e. 5%) for the year ended December 31, 2014 and such dividend, on approval, will be paid to those members recorded in the registers of the Company at the close of business on the date of Annual General Meeting, subject, however, to the provision of Section 206A of the Companies Act, 1956 / Section 126 of the Companies Act, 2013.

PERSONNEL

None of the employees of the Company received remunera- tion exceeding the limit specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

We recognise people as our most valuable asset and cordial relations with the employees were maintained at all company locations during the year. The Board would like to place on record its appreciation for the keen interest taken

by employees at all levels to bring about improvements in the difficult circumstances faced by the tea industry.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORP- TION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy and technology absorption, foreign exchange earnings and outgo are given by way of Annexure ''A'' to this Report.

DIRECTORS

The Company being a Listed Company is required to have atleast one third of total number of Directors as Independent Directors according to Section 149(4) of the Companies Act, 2013. In the Opinion of the Board, Mr. Harish Parekh, and Mr. N. F. Tankariwala, Non Executive Directors, who are also Independent Directors in terms of Listing Agreements and meet the criteria of Independence in terms of Section 149(6) of the Act, should be considered for appointment as Independent Directors of the Company under Section 149, 150 and 152 read with Schedule IV of the Act. The term of office of the aforesaid Directors was liable to determination by retirement of Directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. In terms of provisions of Section 149 and 152 of the Companies Act, 2013 which became effective from 1st April, 2014, an Independent Director of a Company can be appointed for a term of 5 consecutive years and he shall not be liable to determinate on by reti rement of Directors by rotation. It is proposed to appoint Mr. Harish Parekh and Mr. N. F. Tankariwala as Independent Directors of the Company for a period upto five (5) years, who shall not be liable to determination by reti rement of Directors by rotation.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 Mr. Gautam Bhalla (having DIN : 00675609) was appointed as an Independent Non-Executive Additi onal Director in the Board of the Company by the Board of Directors in its meeti ng held on 27th February, 2015 w.e.f. 27 February, 2015 who shall hold the office upto the date of the ensuing 104th Annual General Meeting of the Company. In terms of provisions of Section 149 and 152 of the Companies Act, 2013 which became effective from 1st April, 2014, an Independent Director of a Company can be appointed for a term of 5 consecutive years and he shall not be liable to determination by reti rement of Directors by rotation. It is proposed to appoint Mr. Gautam Bhalla as Independent Directors of the Company for a period upto five (5) years, who shall not be liable to retire by rotation.

In view of the terms of appointment of Mr. Sandeep Singhania (having DIN : 00343837) as the Managing Director on 27.08.2015 and considering his satisfactory performance the Board of Directors by its resolution passed on date 27.02.2015 re-appointed Mr. Sandeep Singhania as the Managing Director for a further period of five (5) years. The term of office of Mr. Sandeep Singhania, Managing Director and Mrs. Sarita Singhania, Whole-time Director of the Company which was not liable to determination by retirement of Directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956 shall henceforth be liable to determination by retirement of Directors by rotation.

LISTING ARRANGEMENT

The Equity Shares of the Company are listed on the BSE Limited, the Calcutta Stock Exchange Limited, Delhi Stock Exchange Association Limited and Ahmedabad Stock Exchange Limited. Whereas Company has already applied for delisting its Equity Shares from The Calcutta Stock Exchange Limited, Delhi Stock Exchange Association Limited and Ahmedabad Stock Exchange Limited. The Annual Listing Fee for the financial year ended 31st December, 2014 had been paid to the BSE Limited. The Company has also paid the annual custodian fees to NSDL and CDSL for the Securities of the Company held in dematerialized mode with them for the year ended 31st December, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirements of Clause 49 of Listi ng Agreement, entered into with the Stock Exchange wherein the shares of the Company are listed, Management Discussion and Analysis Report is annexed herewith as Annexure ''B'' to this Report.

CORPORATE GOVERNANCE REPORT

As stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchange the detailed report on Corporate Governance is annexed herewith and marked as Annexure ''C'' to this report and the certificate obtained from the statutory auditors of the Company, regarding compliance of the conditions of Corporate Governance, as stipulated in the said clause, is also attached to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

(As per Section 217 (2AA) of the Companies Act, 1956)

As stipulated, your Directors affirm their commitment to the Directors'' Responsibility Statement as below :

(i) The Directors state that in preparati on of the Annual Accounts, your Company has followed the applicable accounting standards except gratuity liability being accounted for, as and when paid/payable.

(ii) The Directors have 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 your Company as on December 31, 2014 and the profit for the Financial year.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities.

(iv) The Annual Accounts of your Company has been prepared on a going concern basis.

COST AUDITORS

M/s. Rana Ghosh, Cost Accountants, having been appointed as Cost Auditor(s) under Secti on 233B of the Companies Act, 1956 for conducting the audit of cost records of the Company for the financial year December 31, 2015.

AUDITORS'' REPORT

The remarks raised by Auditors in their report are self- explanatory and therefore do not call for any further comments.

AUDITORS

Pursuant to Provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the current Statutory Auditors of the Company, M/s. Das & Prasad, Chartered Accountants, (Firm Registration Number 303054E) retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Company has received a letter from them to the effect as required under Section 139 of the Companies Act, 2013 that their re-appointment for a term of 3 (Three) years subject to ratification by members at every Annual General Meeting from the conclusion of this meeting until the conclusion of the 107th Annual General Meeting, if made, would be within the prescribed limits under the Companies Act, 2013 and they are not disqualified for re-appointment.

APPRECIATION

Your Directors wish to place on record their appreciation to the financial institutions, Bankers and Shareholders for their continued assistance and co-operation as well as confidence reposed in the Company. Your Directors also thank the Executives, Staff and Workers for their sincere and dedicated services.

For and on behalf of the Board

Registered Office : 3B, Lal Bazar Street Sandeep Singhania Kolkata - 700 001 (DIN: 00343837) Date : February 27, 2015 Managing Director


Dec 31, 2013

Dear Members,

The Directors have pleasure in presenting their 103rd Annual Report along with the Audited Accounts for the year ended December 31, 2013

Particulars December 31, 2013 December 31, 2012

Profit before Depreciation and Amortization Expense,

Finance costs & Taxation 448.21 464.49

Less : Depreciation and Amortization Expense 87.18 78.12

Finance Costs 185.71 162.40

Exceptional items 123.17 -

Profit before tax 52.15 223.97

Less : Provision for Tax Expenses (net) 100.05 (43.40)

Profit / (Loss) after Tax (47.90) 267.37

Add : Balance brought forward from previous year 128.42 129.61

Add : Transfer from General Reserve 87.93 -

Amount available for appropriation 168.45 396.98 Appropriations :

Proposed Dividend 37.48 37.48

Provision for tax on proposed dividend 2.55 6.08

Dividend Tax for earlier year written back (21.89) -

Transferred to General Reserve - 225.00

Balance carried forward 150.31 128.42

168.45 396.98

Basic and diluted earning per share (0.32) 1.78



Directors'' Report

Review of Performance

The year under review was marginally better in terms of crop wherein our own crop was higher by 43,815 kgs when compared to previous year. We continued to have a very careful approach towards procurement of bought leaf keeping quality in mind and as such our bought leaf production has come down to 2,05,824 kgs from 2,60,552 kgs of previous year. However, the total turnover of the company was lower at Rs. 3,962.48 lakh compared to Rs. 4,459.12 lakh of previous year and the main reason for the same was lower carry forward stock this year when compared to last year.

During the year under review the Indian tea production was higher by 7.9% to 1200 million kgs against 1112 million kgs of made tea previous year. Similar trend was visible globally where Kenyan tea production was signifi cantly higher when compared to last year. The overall higher global tea production resulted in lower price realization in all auction Centres when compared to last year. However, good quality teas continued to sell readily with high price realization whereas common and medium tea struggled to sell and fetched lower price in auction Centres. However, because of our overall focus on quality our average price realization stood higher at Rs. 130.85 per kg this year compared to Rs. 128.25 per kg of last year.

During the year Company has made a net loss ofRs. 47.90 lakh. The primary reason for the same is exceptional items related to sale of Ambari Tea Estate. Due to inordinate delay in getting the permission from various government authorities the matter went into litigation. A prohibitively high stamp duty was becoming a stumbling block in concluding the transaction. Simultaneously law and order situation at the Ambari Tea Estate had gone from bad to worse and considering the anticipated problem and keeping the interest of the shareholders and company in mind, we gave a concession of Rs. 1.23 crores to the buyer on the total consideration amount and transferred the property on as is where is basis. Inspite of the losses, keeping in mind the shareholders interest, a dividend is proposed at par with last year from the general reserve of the company.

Company continued with policy to improve its existing tea estates by way of regular uprooting, replanting of old tea bushes and continuous up-gradation of fi eld and factory with a target of producing premium quality tea, to enhance yield of the garden and to reduce the overall costs. Our gardens have 100% irrigation facility which protected us from the regular phenomena of drought in the early part of the season.

Prospects

Your company is optimistic about domestic tea market in the coming year, particularly in the quality tea segment which continues to command premium and sells briskly in the market. Demand for quality tea continues to overstep the supply and as such there will be a genuine premium available for the quality tea over inferior and medium quality tea. This is likely to increase the price gap between quality tea over non-quality segment. Indian production during the current year could see a decline as there is extended drought condition in North India which is likely to aff ect the health of tea bushes for the entire season. However, the global crop scenario continues to be good. The same is likely to translate into a higher premium for good quality tea where as inferior and medium quality tea will have to struggle. With domestic consumption steadily growing at around 3% CAGR and likelihood of more exports to Iran, thus resulting in production of more Orthodox tea. It is likely to create a shortfall in quality CTC tea segment which is going to have a positive eff ect on the price of quality CTC tea, the refl ection of which is also showing in the auction centres wherein average price realization of quality tea is higher by Rs. 10-15/- per kg. when compared to last year.

However, wage negotiations are due and are likely to be fi nalized by June/July of this year. This increase is going to have a major impact on the overall cost of production of tea once it is implemented.

Your company continues to take full benefit of all subsidies provided by the Tea Board on various fronts. With adequate measures adopted by the company to consolidate its existing operations through upgradation of fi eld, plant & machineries to achieve quality enhancement along with cost reduction, your company will make all eff orts to improve its performance in the coming years.

Dividend

The Board has recommended a Dividend ofRs. 0.25 per Equity Share (i.e. 5%) for the year ended December 31, 2013 and such dividend, on approval, will be paid to those members recorded in the registers of the Company at the close of business on the date of Annual General Meeting, subject, however, to the provision of Section 206A of the Companies Act, 1956.

Personnel

None of the employees of the Company received remuneration exceeding the limit specifi ed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

We recognise people as our most valuable asset and cordial relations with the employees were maintained at all company locations during the year. The Board would like to place on record its appreciation for the keen interest taken by employees at all levels to bring about improvements in the diffi cult circumstances faced by the tea industry.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy and technology absorption, foreign exchange earning and outgo are given by way of Annexure ''A'' to this Report.

Directors

Mr. Naresh Pachisia is retiring by rotation at this Annual General Meeting and does not seek reappointment as per new SEBI norms for Independent Director. Board of Directors are thankful to Mr. Pachisia for his valuable guidance to the company during his tenure.

Management Discussion And Analysis Report

In accordance with the requirements of Clause 49 of Listing Agreement, entered into with the Stock Exchange wherein the shares of the Company are listed, Management Discussion and Analysis Report is annexed herewith as Annexure ''B'' to this Report.

Corporate Governance Report

As stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchange the detailed report on Corporate Governance is annexed herewith and marked as Annexure ''C to this report and the certifi cate obtained from the statutory auditors of the Company, regarding compliance of the conditions of Corporate Governance, as stipulated in the said clause, is also attached to this report.

Directors'' Responsibility Statement

(As per Section 217 (2AA) of the Companies Act, 1956)

As stipulated, your Directors affi rm their commitment to the Directors'' Responsibility Statement as below:

The Directors state that in preparation of the Annual Accounts, your Company has followed the applicable accounting standards except gratuity liability being accounted for, as and when paid/payable. The Directors have 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 aff airs of your Company as on December 31, 2013 and the loss for the Financial year. The Directors have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities. The Annual Accounts of your Company has been prepared on a going concern basis.

Auditors'' Report

The remarks raised by Auditors in their report are self- explanatory and therefore do not call for any further comments.

Auditors

Messrs Das & Prasad, Chartered Accountants, retire at the end of the ensuing Annual General Meeting and being eligible, off er themselves for re-appointment.

Appreciation

Your Directors wish to place on record their appreciation to the fi nancial institutions, Bankers and Shareholders for their continued assistance and co-operation as well as confi dence reposed in the Company. Your Directors also thank the Executives, Staff and Workers for their sincere and dedicated services.

Registered Office : For and on behalf of the Board 3B, Lal Bazar Street Kolkata - 700 001 Sandeep Singhania Date : March 01, 2014 Managing Director


Dec 31, 2012

Dear Shareholder''s

The Directors have pleasure in presenting their 102nd Annual Report along with the Audited Accounts for the year ended December 31, 2012

FINANCIAL RESULTS (Amount in Rs. Lacs)

Particulars December 31,2012 December 31,2011

Profit before Depreciation and Amortization Expenses, Financial cost & Taxation 464.49 803.68

Less: Depreciation and Amortization Expenses 78.12 101.06

Financial Cost 162.40 178.92

Profit before Tax 223.97 523.70

Less: Provision for Tax Expenses (net) (43.40) 139.16

Profit after Tax 267.37 384.54

Balance brought forward from previous year 129.61 132.19

Amount available for appropriation 396.98 516.73

Appropriations :

Proposed Dividend 37.48 74.96

Provision for tax on proposed dividend 6.08 12.16

Transferred to General Reserve 225.00 300.00

Balance carried forward 128.42 129.61

396.98 516.73

Basic and diluted earning per share 1.78 2.57

REVIEW OF PERFORMANCE

The year under review was yet another year of uncertain weather condition wherein drought continued to prevail till the month of May followed by severe pest infestation which was detrimental to crop for the entire Dooars region and as such our own crop was behind by 1,02,679 kgs. when compared to previous year (current year production was 28,41,147 kgs. when compared to 29,43,826 kgs of last year [excluding Ambari Tea Estate]). Following our policy of making only quality tea from the bought leaf, we were very selective in procuring the bought leaf and as such our bought leaf production has also come down to 2,60,552 kgs. from 3,77,588 kgs. of previous year. Your company has adopted the policy of withdrawing from loss making segment i.e. tea trading segment and as such turnover of the segment has come down to Rs. 68.91 Lacs compared to Rs. 314.37 Lacs of previous year. Combination of all these factors had translated into the total turnover of the Company coming down from Rs. 5,100.61 Lacs to Rs. 4,459.12 Lacs.

Due to natural vagaries coupled with severe pest infestation, the India Tea production during the year had suffered a lot. Similar trend was visible globally as well wherein crop in Kenya and Sri Lanka suffered severely, reflection of which was visible in buoyancy in the world Tea Market. Average realization of our tea stands at Rs. 130.56 per kg. this year when compared to Rs. 119.35 of last year. Our average sales realization was much higher than district average realization because of the continuous policy of the company to focus on producing quality tea and making premium product.

Company''s policy to Improve its existing tea estates by way of regular uprooting, replanting of old tea bushes and continuous up-gradation of field and factory with a target of producing premium quality tea, to enhance yield of the garden and to reduce the overall costs. Our gardens have 100% irrigation facility which protects us from the regular phenomena of drought in the early part of the season.

PROSPECTS

Your Company is cautiously optimistic about the tea market in the coming year, particularly in the quality segment which continues to command premium and sells briskly in the market. Demand for quality tea continues to overstep the supply and as such there is a reasonable premium available to quality tea over non-quality tea. This phenomenon will continue to widen the price gap between quality and non-quality segment. Global production during the current year seems to be very good particularly in Kenya which is harvesting bumper crop. Though the fundamentals of Indian tea market continues to be very sound but unfortunately tea markets are governed by sentiments and as such there could be price resistance at a higher price for quality tea. There is a likelyhood that price realization in the non-quality tea could suffer during the current year. Our own realization till date is more or less at par with last year. However, steep rise in the cost of inputs and wages continues to be a cause of concern for the coming year.

With domestic consumption continuing to grow at 3% CAGR and revival of the exports to Iran is likely to give fillip to the tea market. It is likely that more tea producers would switch over to Orthodox production which would eventually reduce the availability of CTC tea. Considering the above factors we are cautiously optimistic about the tea market in the coming year.

The transaction of sale of Company''s Ambari Tea Estate to M/s. Stanmore Estates Pvt. Ltd. of Coimbatore has not yet been completed due to abnormal delay in getting the permission from Government of West Bengal which is still under consideration.

Your Company continues to take full benefit of all subsidies provided by the Tea Board on various fronts as well as SPTF loans. With adequate measures adopted by the Company to consolidate its existing operations through upgradation of field, plant & machineries to achieve quality enhancement along with cost reduction, your Company is confident of improving its performance in the coming years.

DIVIDEND

The Board has recommended a Dividend of Rs. 0.25 per Equity Share (i.e. 5%) for the year ended December 31,2012 and such dividend, on approval, will be paid to those members recorded in the registers of the Company at the close of business on the date of Annual General Meeting, subject, however, to the provision of Section 206A of the Companies Act, 1956.

PERSONNEL

None of the employees of the Company received remuneration exceeding the limit specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

We recognise people as our most valuable asset and cordial relations with the employees were maintained at all company locations during the year. The Board would like to place on record its appreciation for the keen interest taken by employees at all levels to bring about improvements in the difficult circumstances faced by the tea industry.

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

Information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy and technology absorption, foreign exchange earning and outgo are given by way of Annexure ''A'' to this Report.

DIRECTORS

Mr. N. F. Tankariwala retires by rotation and being eligible, offers himself for re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance w;th the requirements of Clause 49 of Listing Agreement, entered into with the Stock Exchange wherein the shares of the Company are listed, Management Discussion and Analysis is annexed herewith as Annexure ''B'' to this Report.

REPORT ON CORPORATE GOVERNANCE

As stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchange the detailed report on Corporate Governance is annexed herewith and marked as Annexure ''C'' to this report and the certificate obtained from the statutory auditors of the Company, regarding compliance of the conditions of Corporate Governance, as stipulated in the said clause, is also attached to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

(As per Section 217 (2AA) of the Companies Act, 1956)

As stipulated, your Directors affirm their commitment to the Directors'' Responsibility Statement as below :

The Directors state that in preparation of the Annual Accounts, your Company has followed the applicable accounting standards except gratuity liability being accounted for, as and when paid/payable. The Directors have 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 your Company as on December 31, 2012 and the profit for the Financial year. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities. The Annual Accounts of your Company has been prepared on a going concern basis.

AUDITORS'' REPORT

The remarks raised by Auditors in their report are self-explanatory and therefore do not call for any further comments.

AUDITORS

Messrs Das & Prasad, Chartered Accountants, retire at the end of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

APPRECIATION

Your Directors wish to place on record their appreciation to the financial institutions, Bankers and Shareholders for their continued assistance and co-operation as well as confidence reposed in the Company. Your Directors also thank the Executives, Staff and Workers for their sincere and dedicated services.

Registered Office : For and on behalf of the Board

3B, Lai Bazar Street

Kolkata - 700 001 Sandeep Singhania

Date : May 15, 2013 Managing Director


Dec 31, 2010

The Directors have pleasure in presenting their 100th Annual Report along with the Audited Accounts for the year ended December 31, 2010

Financial Results

(Amount in Rs)

Particulars

December 31, 2010

December 31, 2009

Profit before Interest,

Depreciation and Taxation 11,10,14,234 10,56,71,957

Less: Depreciation 94,41,785 92,69,410

Interest and Finance Charges (net) 1,43,96,540 2,38,27,409

Profit before taxation 8,71,75,909 7,25,75,138

Less: Provision for taxation (net) 1,56,04,969 18,42,684

Profit after tax 7,15,70,940 7,07,32,454

Balance brought forward from

previous year 47,14,876 27,51,782

Surplus available for appropriation 7,62,85,816 7,34,84,236 Appropriations:

Transferred to General Reserve 5,00,00,000 6,00,00,000

Proposed Dividend 1,12,43,250 74,95,500

Provision for tax on proposed dividend 18,23,937 12,73,860

Balance carried forward to Balance

sheet 1,32,18,629 47,14,876

7,62,85,816 7,34,84,236

Basic and diluted earning per share 4.77 4.72

Review of Performance

The year under review, which is our centenary year, has indeed turned out to be a landmark year for the Company, wherein our turnover, average price realisation and net profit touched a record high. Owing to a change in the Indian tea consumption pattern, wherein consumers are ready to pay a premium for quality tea, which is high on demand. The same pattern is reflected in our average realisations, wherein the average price realisation of our tea has increased to Rs 119 compared to Rs 114 last year. The same trend is seen in our turnover, which has increased to Rs62.30 crores compared to Rs53.59 crores last year, inspite of curtailed production by the Company compared to last year.

The Company is focused on making quality tea, catering to premium consumer markets. A careful approach has been adopted for making tea out of bought leaf. Production out of the same has reduced significantly compared to last year, which is also reflected in our overall production figures for the year. Even though own production increased to 39.88 lakh kgs compared to 38.18 lakh kgs last year, overall production declined due to a reduction in tea manufactured from the bought leaf segment. Uncertain weather conditions continued to prevail in tea growing areas and a drought like situation at the beginning of the year is now a recurring trend. However, with a backup of irrigation facilities, we have been able to reduce the negative impact of draught like situations in our tea estates. Moreover, improved field management coupled with better irrigation facilities have helped us reduce our crop loss even in uncertain weather conditions. Your Company continues to enjoy a premium in the domestic market because of its continued focus on making quality tea, which is also reflected in our overall performance.

With continued focus on consolidating existing tea estates by way of uprooting, replanting/replacement planting of old bushes with new ones, focusing on producing quality tea and adopting cost cutting measures, your Company managed to maintain its growth momentum in operational and net profit respectively.

Prospects

Your Company is optimistic about the tea market in the coming year, particularly in the quality tea segment which has a commanding premium and is selling briskly in the market. Fortunately, your Company falls under this category. Last years carry forward stock continues to be negligible, if not negative. Further, the world crop has declined to 25 million kgs till end April which could add fuel to the fire.

With the continued increase in domestic consumption of tea of 3% CAGR, we expect a shortage to continue in the coming year which is likely to affect the overall price realisation of tea, particularly in quality tea segment which is projected to remain strong because of limited availability.

The orthodox tea market is expected to remain buoyant in the coming year, which will propel producers in Assam to increase orthodox tea production. All these factors are likely to boost CTC tea price realisations in the current year.

Subsidies will continue to be provided for additional orthodox tea production and on the exports of the same, which would result in higher exports, however, political turbulence in the Middle East, could prove detrimental to our exports. However, overall exports are expected to be at par with last year. Given the situation, we expect a stable market for quality tea. The Tea Board continues to provide benefits in the form of subsidies to producers, field and factory modernisation efforts, as well as long-term loans through the SPTF scheme, which your Company is taking the full benefit of.

The North Bengal tea industry is facing an uncertain situation as far as wage revisions are concerned which is due from April 1, 2011. These revisions will definitely increase garden costs significantly as the tea industry is labour intensive in nature.

Given the prevailing scenario of the tea industry, and the steps taken by the Company to consolidate its existing operations through quality-enhanced produce with cost cutting measures supported by favourable market condition for quality tea, your Company is confident of improving its performance and growth in the coming years.

Dividend

The Board has recommended a Dividend of Rs 0.75 per equity Share (i.e. 15%) for the year ended December 31, 2010 and such dividend, on approval, will be paid to those members recorded in the registers of the Company at the close of business on the date of the Annual General Meeting, subject, however, to the provision of Section 206A of the Companies Act, 1956.

Personnel

None of the employees of the Company received remuneration exceeding the limit specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

We recognise people as our most valuable asset and cordial relations with the employees were maintained at all Company locations during the year. The Board would like to place on record its appreciation for the keen interest taken by employees at all levels to bring about improvements in the difficult circumstances faced by the tea industry.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

Information pursuant to Section 217(2)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy and technology absorption, foreign exchange earning and outgo are given by way of Annexure A to this Report.

Directors

Mr. Naresh Pachisia retires by rotation and being eligible, offers himself for re-appointment.

Corporate Governance

In compliance with the disclosures required under the said Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is provided in Annexure B.

The Report on Corporate Governance as required under the aforesaid Clause is also provided in Annexure C to this Report, together with the Auditors compliance certificate thereon.

Directors Responsibility Statement

As stipulated, your Directors affirm their commitment to the Directors Responsibility Statement as below:

The Directors state that in preparation of the Annual Accounts, your Company has followed the applicable accounting standards except gratuity liability being accounted for, as and when paid/payable. The Directors have 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 your Company as on December 31, 2010 and the profit for the year.

The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities. The Annual Accounts of your Company has been prepared on a going concern basis.

Auditors Report

The remarks raised by Auditors in their report are self- explanatory and therefore do not call for any further comments.

Auditors

Messrs Das & Prasad, Chartered Accountants, retire at the end of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Appreciation

Your Directors wish to place on record their appreciation to the financial institutions, Bankers and Shareholders for their continued assistance and co-operation as well as confidence reposed in the Company. Your Directors also thanks the Executives, Staff and Workers for their sincere and dedicated services.

For and on behalf of the Board

Sandeep Singhania

Managing Director

Registered Office

3B, Lai Bazar Street

Kolkata-700 001.

Date: May 14, 2011


Dec 31, 2009

The Directors have pleasure in presenting their 99th Annual Report along with the Audited Accounts for the year ended 31st December, 2009.

FINANCIAL RESULTS (Amount in Rs.)

Particulars 31st December, 2009 31st December, 2008

Profit before Interest, Depreciation,Taxation and Extra Ordinary item 10,56,71,957 7,93,13,473

Less: Depreciation 92,69,410 97,21,303

Interests & Finance Charges (net) 2,38,27,409 2,70,53,922

Profit before Taxation & Extra Ordinary item 7,25,75,138 4,25,38,248

Less : Prior Period item - 1,86,768

Profit before Taxation 7,25,75,138 4,23,51,480

Provision for Taxation

- Current Tax (20,50,000) (4,60,000)

- Fringe Benefit Tax <66,584) (2,91,416)

- Deferred Tax (Liability) /Assets 13,76,371 (16,46,420)

- MAT Credit Entitlement 16,43,041 10,87,365

- Agriculture Income Tax for earlier years (27,45,512) -

Profit after Tax 7,07,32,454 4,10,41,009

Balance brought forward from previous year 27,51,782 60,95,453

Surplus available for appropriation 7,34,84,236 4,71,36,462 Appropriations :

Transferred to General Reserve 6,00,00,000 4,00,00,000

Proposed Dividend 74,95,500 37,47,750

Provision for Tax on Proposed Dividend 12,73,860 6,36,930

Balance carried forward to Balance Sheet 47,14,876 27,51,782

7,34,84,236 4,71,36,462

Basic and Diluted Earning Per Share 4.72 2.74

REVIEW OF PERFORMANCE

The year under review had shown a significant turn around for the tea industry as far as price realization is concerned wherein tea prices were higher to the tune of Rs. 24/- to Rs. 26/- when compared to last year. Your Company also benefited out of the same trend which is reflecting in the financial statements as well. The turnover of the Company has risen to Rs. 53.59 crore when compared to Rs. 50.49 crore of previous year and out of the said turn over Rs. 7.65 crore was from tea trading segment. Own production of your Company has come down to 46.04 lakh Kgs. from 46.73 lakh Kgs. of previous year. Uncertainty in weather condition continued to prevail in tea growing areas wherein drought continued to persist till the month of April which had hampered the initial producing month i.e. March and April. The loss of crop due to unfavourable weather condition had been curtailed with efficient irrigation system and field management followed by the garden. Our consistent policy of producing quality tea and cost cutting measures has continued to yield results with better profits. The price realization for the gardens has been significantly higher than last year which was Rs. 114/- against Rs. 88/- of previous year. Your Companys gardens continue to be in top 15 of the batting order of Dooars and Terai Region.

With continued focus on consolidation of our existing tea estates by way of uprooting and replanting/replacement of old bushes with new ones, maximizing capacity utilization of factory by way of increase in the intake of bought leaf as far as possible and adopting cost cutting measures, your Company had managed to maintain its growth in operational profit and net profit.

PROSPECTS

Your Company is cautiously optimistic about the tea market in the coming year. Though there is negligible carry forward stock from last year to this year, the world production of tea till February, 2010 is higher by 55 million Kgs. and Indian production too till the month of April is likely to be higher than last year. Higher world crop could upset the sentiments of tea market to a certain extent but given the domestic market dynamics where domestic consumption continues to increase at 3.3% CAGR, the effect of this could be minimal as far as domestic average price realization is concerned. Orthodox tea market in the current year is buoyant and it is expected that additional Orthodox tea would be produced by the industry which would result in reduction in availability of CTC teas in the market to a certain extent.

Tea Board has given sufficient subsidies for making Orthodox tea as well as on export of teas which could result in achieving the target quantity of 200 million for export in the current year which can act as catalyst to improve the domestic market sentiment. We expect that the market would be firm in the current year given the aforesaid situation.

Tea Board continues to give benefits in terms of subsidies for modernization of field and factory as well as long term loan out of SPTF Scheme at an attractive interest rate which the Company is taking full benefit of the same.

Given the prevailing scenario of tea industry and the steps taken by your Company for consolidation of its existing operations with improvisation in quality of its produce with cost cutting measures, your Company is confident of its better performance and growth in the coming years.

DIVIDEND

The Board has recommended a Dividend of 10% for the year ended 31st December, 2009 and such Dividend, on approval, will be paid to those members recorded in the registers of the Company at the close of business on the date of Annual General Meeting, subject, however, to the provision of Section 206A of the Companies Act, 1956.

PERSONNEL

None of the employees of the Company received remuneration exceeding the limit specified under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended.

We recognise the value of people as our most valuable asset and cordial relations with the employees were maintained at all the Companys locations during the year. The Board would like to place on record its appreciation for the keen interest taken by employees at all levels to bring improvement in the difficult circumstances of the tea industry.

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

Information pursuant to Section 217(2)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy, technology absorption and foreign exchange earning and outgo are given by way of Annexure A to this Report.

DIRECTORS

Mr. Harish Parekh retires by rotation and being eligible, offers himself for re-appointment.

Mr. N. F. Tankariwala was invited to join the Board and was appointed as an Additional Director of the Company w.e.f. 30th March, 2010 to hold office until the ensuing Annual General Meeting. Being eligible he offers himself for appointment as Director

of the Company and a Notice under Section 257 of the Companies Act, 1956, has also been received from a membersignifying his intention to propose the name of Mr. Tankariwala as a Director of the Company.

Mr. Tankariwala aged about 72 years, has got vast experience as consultant in tea internationally. He had been the Chairman of the Tea Research Association, the oldest and the largest tea research centre in the world. He had been the Managing Director of The Moran Tea Company (India) Ltd. for 18 years. He had been a member of the National Committee of the Indian Tea Association for 18 years. He has also been a member of the General Committee of the Bengal Chamber of Commerce. His wide experience and knowledge is beneficial to the operation of the Company. Presently he is the Director of :

a) Nirvan Commercial Company Ltd.

b) Marut Jute Udyog Pvt. Ltd.

c) Trans Global Logistics Pvt. Ltd.

The Board considers that the Company will benefit immensely from the contribution of Mr. Tankariwala and as such recommend his appointment as Director of the Company.

CORPORATE GOVERNANCE

In compliance with the disclosures required under the said Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is provided in Annexure B.

The Report on Corporate Governance as required under the aforesaid Clause is also provided in Annexure C to this Report, together with the Auditors compliance certificate thereon.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated your Directors affirm their commitment to the Directors Responsibility Statement as below :

The Directors state that in preparation of the Annual Accounts, your Company has followed the applicable accounting standards except gratuity liability being accounted for, as and when paid/payable. The Directors have 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 your Company as on 31st December, 2009 and the profit for the year. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting frauds and other irregularities. The Annual Accounts of your Company has been prepared on a going concern basis.

AUDITORS REPORT

The remarks raised by Auditors in their report are self-explanatory and therefore do not call for any further comments.

AUDITORS

Messrs Das & Prasad, Chartered Accountants, retire at the end of the ensuing Annual General Meeting and being eligible, offer

themselves for re-appointment.

APPRECIATION

Your Directors wish to place on record their appreciation to the Financial Institutions, Bankers and Shareholders for their continued assistance and co-operation as well as confidence reposed in the Company. Your Directors also thank the Executives, Staff and Workers for their sincere and dedicated services.

Registered Office : For and on behalf of the Board 3B, Lai Bazar Street Kolkata - 700 001 Sandeep Singhania Date : May 08, 2010 Managing Director


Dec 31, 2000

The Directors have pleasure in presenting their 90th Annual Report along with the Audited Accounts for the period ended 31st December, 2000.

CHANGE OF FINANCIAL YEAR

The Company has changed its financial year ending on 31st December, from 31st March till last financial year. The accounts for the current financial year are for nine months period from 1st April, 200 to 31st December, 2000 against for twelve months from 1st April, 1999 to 31st March 2000 last year. Such change has been affected to align the financial year of the Company with a typical Tea year i.e. January to December.

FINANCIAL RESULTS 31st Dec,2000 31st March,2000

Profit before Interest, Depreciation & Taxation 4,60,38,915 5,60,71,934

Less : Depreciation 58,71,624 69,27,961

Interest & Finance charges 2,37,05,087 2,82,42,492

Provision for Taxation -- 10,00,000

Profit for the year 1,64,62,204 1,99,01,481

Earlier years adjustment (-) 5,76,857 (-) 5,24,398

Add : Balance brought forward from previous year 27,63,202 47,26,378

Surplus available for appropriation 1,86,48,549 2,41,03,461

Appropriations :

Transferred to General Reserve 75,00,000 75,00,000

Transferred to Debenture Redemption Reserve 45,00,000 61,00,000

Proposed Dividend 30,00,100 22,50,075

Interim Dividend paid -- 45,00,150

Tax on Dividend 3,06,010 9,90,034

Balance Carried to Balance Sheet 33,42,439 27,63,202

1,86,48,549 2,41,03,461

REVIEW OF PERFORMANCE

As a whole year 2000 was a difficult year for the tea industry. The sharp fall in tea prices and depressed market conditions during the period under review affected profitability of entire tea industry, to which Company could not be an exception. The major factors contributing fall in prices were excess carry forward stock from last year, lower exports, sluggish domestic demand and dampened market sentiments. Our Production could not meet the budgeted target because of initial drought and industry-wise decision to shut down gardens by 12th December, 2000, which your Company also adhered to.

CURRENT YEAR

Current year started with a better note as there was no major carry forward stock from last year. Moreover tea industry is taking all steps to promote tea by way of generic promotion. Proper efforts are being made to increase the exports by sending delegations to major international markets like UK, CIS where Indian tea had lost its ground to Sri Lankan and Kenyan teas. Further more untapped markets, with immense potential like US are being targeted for export promotion. Market situation in current year is likely to remain consistent. It is eminent that quality will be the major factor to determine price level and price difference between quality and non-quality tea would widen further. As such your Company had adopted long term quality oriented policy and has done hard work on it. Such hard work is now showing results and we can expect better results in coming years.

DEVELOPMENT PROGRAMME

New Factory at Ambari Tea Estate had started functioning and had improved quality of tea at Ambari. At other tea estates also the modernisation of factories and upgradation of field practices by way of uprooting, replanting and consolidation of existing plantation are continuing. Irrigation facilities were also substantially augmented at all tea estates by upgrading/installing new irrigation sets to take care of initial period drought, which has become a regular phenomenon.

DIVIDEND

Due to pressure on profitability, your Board of Directors recommend dividend of 10% to all the shareholders whose names appear on the register of members as on 18th September, 2001. Total Dividend outgo including Dividend tax Rs. 3,06,010/- will amount to Rs. 33,06,110/-.

PERSONNEL

None of the employees of the Company received remuneration exceeding the limit specified under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

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

Information pursuant to Section 217 (2) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy and technology absorption, foreign exchange earning and outgo are given by way of Annexure to this Report.

DIRECTORS

Mr. D.V. Chugh retires by rotation and being eligible, offers himself for re-appointment.

CORPORATE GOVERNANCE

Adequate steps are being taken for formal implementation of Corporate Governance norms prescribed by SEBI.

INFORMATIONS ABOUT THE STOCK EXCHANGES WHERE SHARES OF COMPANY ARE LISTED

The equity shares of the Company are listed in the Stock Exchanges as stated below and the annual listing fees has been paid to all exchanges. Name of the Stock Exchange Address

(1) The Kolkata Stock Exchange Association Limited, 7 Lyons Range Kolkata-700 001

(2) The Stock Exchange, Mumbai Phiroze Jeejeebhoy Towers , Dalai Street, Mumbai - 400 001

(3) The Delhi Stock Exchange Association Limited, DSE House 3/1, Asaf Ali Road New Delhi-110002

(4) The Stock Exchange, Ahmedabad Kamdhenu Complex, Pinjarapole Ahmedabad - 380 015

AUDITORS REPORT

The remarks raised by Auditors in their report are self explanatory and therefore do not call for any further information.

AUDITORS

Messrs. Das & Prasad, Chartered Accountants, retire at the end of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated your Directors affirm their commitment to the Directors Responsibility Statement as below :

The Directors state that in preparation of the Annual Accounts, your Company has followed the applicable accounting standards except gratuity liability being accounted for, as and when paid/payable. The Directors have 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 your Company as at 31s1 December, 2000 and of the profit for the period. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting frauds and other irregularities. The annual accounts of your Company have been prepared on a going concern basis.

APPRECIATION

Your Directors wish to place on record their appreciation to the Financial Institutions, Bankers and Shareholders for their continued assistance and co-operation as well as confidence reposed in the Company. Your Directors also thank the Executives, Staff and Workers for their sincere and dedicated services.

Registered Office : For and on behalf of the Board

3-B, Lal Bazar Street

Kolkata - 700 001 Sandeep Singhania

Dated, the 5th July, 2001 Managing Director

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