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Directors Report of Jay Shree Tea & Industries Ltd.

Mar 31, 2018

REPORT of the Directors

Dear Shareholders,

We present the 72nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2018.

FINANCIAL RESULTS		(Rs. in lakhs)
	31st March 2018	31st March 2017
Revenue from operations	55192	54118
Profit before finance costs, depreciation and tax	5108	4481
Less : Finance costs	3356	3541
: Depreciation/Amortisation expenses	1454	1469
Profit/(loss) before tax	298	(529)
Less: Tax expense
a) Current Tax	-	(7)
b) Deferred Tax Charge / (Credit)	(41)	465
Profit/(loss) for the year	339	(987)

IND AS - IFRS CONVERGED STANDARDS

Your Company has adopted Indian Accounting Standards ("Ind-AS") with effect from 1st April, 2017. Financial statements for the year ended and as at 31st March, 2017 have been re-stated to conform to Ind AS. Notes to the financial statement provides further explanation on the transition to Ind AS. Your Company has shared all four quarters re-stated Ind AS Profit and Loss Statement with investors along with quarterly results for comparisons. Your Company has accordingly prepared Ind AS Financials for the year ended 31st March, 2018 along with comparable figures as on 31st March, 2017 and Opening Statement of Assets and Liabilities as on 1st April, 2016.

EQUITY DIVIDEND

The Board is pleased to recommend the distribution of dividend @ 10% on face value of Rs. 5/- per share same as was paid last year. The dividend tax including surcharge and education cess amounting to Rs. 29.68 lakh shall be payable by the company on the said dividend, as and when paid.

SHARE CAPITAL

During the year ended 31st March, 2018 there is no change in the issued and subscribed capital of your Company. The outstanding capital as on 31st March, 2018 is Rs. 1443.87 lakh comprising of 2,88,77,488 equity shares of Rs. 5/- each.

GOODS AND SERVICES TAX (GST)

The Goods and Services Tax (GST) is a landmark reform which will have a lasting impact on the economy and on businesses. Implementation of a well-designed GST model that applies to the widest possible base at a low rate can provide stimulus to the business. Your Company has successfully implemented and migrated to GST with effect from 1st July 2017 and changes across IT systems, Supply Chain and operations have been made keeping in mind the sweeping changes that GST has brought in.

REVIEW OF PERFORMANCE

The annual output of tea was 1322 mn Kg compared to 1267 mn kg. last year. The production of North India was higher by 33 mn kg. and South India higher by 22 mn Kg. This rise in production attributes to the roll out of Goods and Services Tax (GST) that forced more producers to file returns and disclose production.

The good and best varieties tea was back in favour with welcome increase in prices. Dust grades saw better price jump in comparison to leaf. Orthodox tea continued to do well even with record production. The good volumes were sold at marginally lower levels to 2016. Even estates producing medium orthodox witnessed remunerative levels.

Prices for tippy teas and primary whole leaf stagnate. Brokens and secondaries recorded a sharp drop in averages compared to last year. There was pressure on availability of good CTC widening concertina between good quality and plainer varieties.

The major factors attributing to the operations of the company are:

i) Decrease in total crop of the company with lower output in Assam, Cachar, Darjeeling and South India

ii) Increase in crop of Dooars and Terai region

iii) Darjeeling tea witnessed its greatest ever debacle with a 104 day strike. Prime second flush tea was left on the bush. The district production was merely 2.8 mn kg. compared to 8.1 mn kg. last year

iv) Record export of tea both in value and volume terms.

v) Improvement in quality standard of all your tea estates with marked improvement in Assam.

vi) One of the record production & desptaches in last 5 years by Single Superphosphate plant at Khardah, West Bengal.

vii) Good performance by sulphuric acid plant at Pataudi Haryana

viii) Goods and Services Tax (GST) introduced w.e.f 1st July, 2017 affected buying power of cash based small traders leading to fall in prices of common varieties of tea.

Tea Estates

All India production in 2017 was higher at 1322 million kg. compared to 1267 million kg. in 2016. Kenya crop was down by 33 mn. Kg, Bangladesh by 5 mn Kg. Sri Lanka crop was up by 15 mn. Kg. So the world crop was higher compared to last year. With fall in Kenya crop prices in Mombassa auction improved from USD 2.29 to USD 2.81. This helped Indian Teas to find greater market share in Egypt, Pakistan, UAE, etc. Prices in Colombo auction increased further to USD 4.06 level compared to 3.21 in 2016.

Your company''s own production was lower at 170.33 lakh kg compared to 181.86 lakh kg. last year. The bought leaf production was 38.76 lakh kg. as against 41.05 lakh kg. last year. The overall price realization of your company was up by Rs. 6/- per Kg. Assam and Cachar prices were up by Rs. 19/- per kg, Rs. 5/- per kg respectively. Darjeeling was up by Rs. 288/- per kg. Dooars and Terai was up by Rs. 2/- per kg South India prices were down by Rs. 2/- per kg.

There is no material change or commitment affecting the financial position of the company occurred between the end of the financial year and the date of this report.

The Jay Shree Chemicals & Fertilisers, Khardah

The unit has improved its performance with one of the record sale in last 5 years. Followed by reduction in subsidy of Rs. 830/-per M.T. last year, there was further reduction in subsidy by Rs. 177/- per MT in current year. The cost of raw materials & other inputs is increasing every year without any corresponding increase in sale prices which affects the profitability. The unit is continuously taking steps to improve on cost and productivity.

The figures of production and despatches are as under:

	Production (M.T.)		Despatch (M.T.)
	2017-18	2016-17	2017-18	2016-17
Single Super Phosphate	77834	74126	88635	77715

With effect from April 2018 the Government has raised the subsidy amount by Rs. 568/- per M.T. which will partially meet the increased cost of production. The Government has introduced policy of direct benefit transfer of subsidy with effect from 1st February, 2018 whereby entire subsidy will be released to the Company only after acknowledged sales at retail point. This might further delay the realization of subsidy. The forecast of normal monsoon is encouraging for the industry.

The Jay Shree Chemicals & Fertilisers, Gurugram

The unit continued to perform well, however the improvement in margins for last year could not be sustained. The availability of smelter by product was higher causing depressed market conditions. The main raw material "Sulphur" prices were higher without any corresponding increase in sale price of sulphuric acid.

The figures of production and despatches are as under:

	Production (M.T.)		Despatch (M.T.)
	2017-18	2016-17	2017-18	2016-17
Sulphuric Acid	29703	28464	30058	28535
Oleum	1446	1250	1581	1147

Export of Tea

India''s tea export have touched a record high at 257 mn kg. surpassing the previous best recorded figure more than 36 years back. Export buoyancy was driven

by global market dynamics at production from Kenya was down. India sold more CTC teas to Pakistan, Egypt and UAE and more orthodox teas to Iran. In volume terms the export was higher by 13% from 228 mn kg. in 2016-17. Your Company registered a record sale of Rs. 92.64 crore as against Rs. 79.81 crore last year.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As per guidelines of the Ministry of Corporate Affairs (MCA), Government of India the Balance sheet, Statement of Profit & Loss and other documents of subsidiary companies Majhaulia Sugar Industries Pvt. Ltd, North Tukvar Tea Company Limited, Jayantika Investment & Finance Ltd., and offshore investment arm Birla Holdings Limited U.A.E, are not being attached with the Balance Sheet of the company. These documents are kept for inspection at the registered office of the company and those of respective subsidiary companies. Any member interested to obtain copy of the same may write to the Company separately. These documents shall be made available either in physical form or electronic mode as per Green Initiative of the MCA. Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiary Companies & Joint Venture is given in Form AOC-1 and forms an integral part of the Annual Report.

Majhaulia Sugar Industries Pvt Ltd-in its sugar mill produced 54481 tonnes of white sugar compared to 45089 tonnes in season 2016-17. The sugarcane crushed was 605131 tonnes compared to 499330 tonnes in season 2016-17. The recovery this year was 9% compared to 9.03% in 2016-17

The Country''s sugar production surpasses 31 million tonnes and likely to be at 31.5 to 32 M.T in current year. Unprecedented increase in production has severely hit sugar prices in the domestic market. The Government stepped in with a slew of measures such as restricting imports and relaxing the export norms. The centre approved a sugarcane production subsidy of Rs. 55/-per tonne to farmers, but it is very low compared to the mounting losses. Despite being a water intensive crop, an increasing number of farmers have been shifting to sugarcane every year. The area under cane cultivation is now close to 50 lakh hectares. While the support price given to cane farmers had been increasing every year-both under Statutory Minimum Price (SMP) and Fair and Remunerative Price (FRP), the hike in recent years has been significant. In 2013-14, the centre accepted the recommendations of the Rangarajan Committee and discontinued the levy obligation of sugar mills and put an end to the regulated release mechanism as open market sale of non-levy sugar. But the choice of implementing the committee''s formula for cane pricing was left to the States. As per the formula, the sharing of revenue between farmers & millers was 70:30, if the value of sugar alone is considered without by-products, otherwise the ratio proposed was 75:25. The minimum price a farmer will receive at any point, though will be FRP declared by Central Government . Maharashtra and Karnataka have already implemented this. Tamil Nadu is implementing this in current season. However UP and Bihar is yet considering this proposal which is beneficial both for millers and farmers alike in the long run. Undoubtedly, scrapping SMP and moving to revenue share formula will be a relief to sugar industry.

Indian sugar consumption is pegged at 24/25 million tonnes, so export of sugar might not help much. The Government should use the ethanol-blended fuel programme to reduce the growing sugar surplus. Given the distillery capacity, the industry can cut back 5 lakh tonnes of sugar. Your subsidiary is also making substantial investment in setting up a distillery to produce ethanol from molasses, to take advantage of its increasing requirement. As of now with about 360 crore litres alcohol output from distilleries-mostly linked to sugar mills-over 155 crore litres are being supplied to meet the 5 percent ethanol blending in automobile fuel. About 110 crore litres go to potable alcohol and 60 crore litres for industrial use. The Government has asked for 10 percent fuel programme. So the supply is scarce against the demand and augurs well in the long term interest of the farmers & the industry.

Birla Holdings Limited (BHL) is a wholly owned subsidiary of the company in Dubai (UAE). Kijura Tea Company Limited and Bondo Tea Estates Limited, Uganda are stepdown subsidiaries of BHL. Kijura Tea Estate owned by these companies manufactured 26.49 lakh kg. of tea compared to 21.75 lakh kg. last year. The average sale price realized was USD 1.70 per kg. against USD 1.41 per kg. last year. During the year the company recorded operating profit of USD 784,984 (INR 511.57 lakh) on sales turnover of USD 4.41 mn. (INR 2874 lakh) as against last year operating profit of USD 718,300 (INR 465.85 lakh) on sales turnover of USD 2.933 mn. (INR 1901.84 lakh).

Tea Group Investment Company Limited (TGIC), Dubai, a joint venture company with Rwanda Mountain Tea SARL, Rwanda, in East Africa owning 60% stake in Mata Tea Company Limited & Gisakura Tea Company Limited collectively manufactured 39.44 lakh kg. tea during 2017 against 36.39 lakh kg. in last year and the average price realization was USD 3.21 per kg. against USD 2.49 per kg. last year for Mata and USD 3.05 per kg. against USD 2.33 per kg. last year for Gisakura. Mata Tea Company Limited declared a dividend of RWF 1,251,028 thousand (equivalent to USD 1.472 mn) out of retained profit RWF 1,788,337 thousand and Gisakura Tea Company Limited declared a dividend of RWF 435,840 thousand (equivalent to USD 0.513 mn) out of retained profit RWF 852,080 thousand.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company regarding compliance as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Report on Corporate Governance.

The declaration by the Managing Director stating that all the Board members and Senior Management personnel have affirmed their compliance with the Company''s Code of Conduct for the year ended 31st March 2018 is forming part of this Annual Report.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to applicable provisions of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,2016 ("The Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. The Company had sent individual notices and also advertised in the newspapers seeking action from the Members who have not claimed their dividends for seven consecutive years or more. Accordingly, the

Company has transferred such unpaid or unclaimed dividends and corresponding shares upto the financial year 2009-10.

Members/claimants whose shares, unclaimed dividend, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF-5 (available on http:// www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time. The Member/ claimant can file only one consolidated claim in a Financial Year as per the IEPF Rules.

Members are requested to ensure that they claim the dividends and shares referred above, before they are transferred to the said Fund. Due dates for Transfer of Unclaimed Dividend to IEPF are provided in the Notes to the Notice.

Details of shares/shareholders in respect of which dividend has not been claimed, are provided on our website. The shareholders are therefore requested to verify their records and claim their dividends of all the last seven years, if not claimed.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company has CSR policy for promotion of education, healthcare, sports, people empowerment, and employment enhancing vocational skills training. It has been helping various schools in adjoining areas of its operation. It has fully equipped hospital at tea estates to provide best health care to the people of the region. It is also helping self help centres for vocational training programmes. The company is doing afforestation/vegetation on non-tea areas.

The composition of the members of CSR Committee remains the same namely: Mrs.Jayashree Mohta, Chairperson alongwith Mr.S.K.Tapuriah, Mr.Vikash Kandoi and Mr. D.P. Maheshwari as members.

CSR Policy is placed on the website of the company "www.jayshreetea.com". The average net profit/floss) of the last 3 financial years was Rs. (1736.21) lakhs and prescribed expenditure is Nil. However, the company has spent Rs. 11.96 lakhs under CSR activities during the year as per the Annexure forming part of this Report.

PROSPECTS

The overall outlook for 2018 looks healthy. Consistency of quality and offering is a key to better price realization.

Indian orthodox tea is a sought after product in importing Countries. Clean heavy teas with true to type sorting to find ready support in market. Tip should be an added bonus to garner premiums.

There is good projection of monsoon in the Country and weather condition of North India is normal. Fortunately adequate rains and sunshine in Darjeeling have resulted in better first flush production. Good weather in the hills and a jump in prices of premium first flush teas have raised hopes for a better year for Darjeeling.

The Indian and Global tea production is likely to be maintained at last year level. The demand for tea is increasing every year by around 3%, and the supply shall remain limited. Once duty drawback procedures for exports becomes more streamlined shipment should increase further in 2018.

The Government of India has recognized the importance of using SSP to improve soil fertility which augurs well for the industry in future. In the sulphuric acid plant at Haryana your unit is now a dominant player for battery grade acid and for all key battery manufacturers your unit has become the primary supplier.

With all these factors, you can take reasonably optimistic view about the future of the company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors would like to inform members that the audited accounts containing the financial statements for the year 2017-18 are in conformity with the requirements of the provisions of Section 134(3) (c) read with Section 134(5) and all other applicable provision of the Companies Act, 2013 and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company''s financial condition and results of operations. The Statutory Auditors, S. R. Batliboi & Co. LLP, Chartered Accountants, Kolkata have audited these financial statements.

Based on the same, your Directors further confirm that according to their information:

i. in the preparation of the annual accounts, applicable accounting standards have been followed and there are no material departures;

ii. the accounting policies selected by directors are consistently followed and applied and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company;

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

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

v. that there is adequate proper internal financial controls with reference to the financial statement have been laid down for the company and such internal financial controls are adequate and were operating effectively.

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

BUSINESS RESPONSIBILITY REPORT (BR)

In terms of SEBI (LODR) Regulations 2015, Top 500 listed entities are required to submit as part of their Annual Reports, Business Responsibility Reports, describing the initiatives taken by them from an environmental, social and Governance perspective. Your company does not fall under this category. However, BR Report on environment, human resources and principle wise performance in short forms part of the Management discussion and analysis report.

PARTICULARS OF EMPLOYEES

The prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached.

The Information as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in the Annexure forming part of the Report. In terms of Section 136(1) of the Act, the report and accounts are being sent to members without the aforesaid Annexure. Any member interested in obtaining a copy of the same, may write to the company.

The aforesaid Annexure is also available for inspection by members at the Registered Office of the company.

PUBLIC DEPOSITS

The company has not accepted or renewed any deposit during the year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, Guarantees and investment covered under the provisions of Section 186 of the Companies Act, 2013 is given in the Standalone Financial Statement forming part of the Annual Report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Financial statements are prepared through both manual and automated process to ensure accuracy of recording all financial transactions during the year. All data pertaining to payment to employees, purchases, plucking, manufacturing, selling despatch and others are computerized. Internal control system ensures that transactions are executed with management authorization and they are recorded in such a way that permit preparation of financial statements in conformity with established accounting principles and that the assets are adequately safeguarded against misuse or loss.

The company''s internal control system has been established on values of integrity and operational excellence. The company''s internal control systems are periodically tested and supplemented by extensive program of internal audit by independent firms of Chartered Accountants. Audits are finalized and conducted based on internal risk management. Significant findings are brought to the notice of the Audit Committee of the Board and corrective measures recommended for implementation

The process of the internal financial control system is still on and the findings of the consultants are being implemented for improvement. This formalized system internal control facilitates effective compliance of Section 138 of the Companies Act, 2013 the listing regulations and also the relevant statutes of the land.

RISK MANAGEMENT

The company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures, which shall be responsible for framing, implementing and monitoring the risk management plan of the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURT OR REGULATORS

There have been no significant and material orders passed by the court or regulators or tribunals impacting the going concern status and company''s operations. Your attention is drawn to the Contingent Liabilities and commitments shown in the notes to financial statements forming part of this Annual Report.

DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Necessary information on conservation of energy, technology absorption, foreign exchange earnings and outgo, required to be given pursuant to the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is presented in Annexure to this Report.

ENVIRONMENT AND SAFETY

The company is conscious of clean environment and safe operations. It ensures safety of all concerned, compliance with environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the company has an internal policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported to the Board.

STATUTORY AUDITORS

The auditors S. R. Batliboi & Co. LLP, Chartered Accountants, were appointed as Statutory Auditors of the company for the year 2017-18 and to hold office from the conclusion of the Annual General Meeting held on 31st July, 2017 till the conclusion of 76th Annual General Meeting of the company at a remuneration to be fixed by the Board. No ratification of their appointment is required as per notification dated May 7, 2018 issued by the Ministry of Corporate Affairs.

COST AUDITORS

The Audit Committee in its meeting held on 29th May, 2018 has recommended the reappointment of D. Sabyasachi & Co., the Cost Auditor to conduct the cost audit of the company for the financial year 2018-19 in terms of section 148(3) of the Companies Act, 2013. Accordingly the Board appointed the said firm of Cost Accountants to carry out the cost audit for the year 2018-19 on the remuneration as recommended by the Board to be fixed by members in the ensuing Annual General Meeting of the Company.

INTERNAL AUDIT

The Company continued to engage reputed firms of Chartered Accountants as its internal auditors at its units and tea estates. Their scope of work and the plan for audit is approved by the Audit Committee. The report submitted by them is regularly reviewed and their findings are discussed with the process owners and suitable corrective action taken on an ongoing basis to improve efficiency in operations.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed MR & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the company. The report of the Secretarial Audit is annexed herewith. Regarding observations: (a) The company had a pending case under Section 58(A) of the Companies Act, 1956 with the court relating to acceptance of a small amount during the period of approval of form by the Board and its filing with ROC and the matter is subjudice,(b) The Chairman of the Nomination & Remuneration Committee Mr.S.K.Tapuriah could not attend the Annual general Meeting of the Company held on 31.07.2017 as he was indisposed.

INSURANCE

Adequate insurance cover has been taken for properties of the company including buildings, plant and machineries and stocks against fire, earthquake and other risks as considered necessary.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per provisions of Section 152 of the Companies Act, 2013, Mr.B.K.Birla (DIN 00055856) retires by rotation and being eligible offers himself for reappointment. The Board recommends his re-appointment.

The tenure of Mrs.Jayashree Mohta, Vice-Chairperson and Whole-time Director is due to expire on 31st March, 2019. Looking to the valuable contributions being made by her for development of the Company the Board as per recommendation of the Nomination and Remuneration Committee has proposed to reappoint her as a Whole-time Director designated as Vice-Chairperson of the company for a further period of three years w.e.f April 1, 2019.

Approval of the members is sought for the above Resolution.

The tenure of Mr.D.P.Maheshwari, Managing Director is due to expire on 26th June, 2019. He has been looking after day to day affairs of the company and is helping in various ways to improve its performance. Keeping in view the qualification and vast experience of Mr.Maheshwari, the Board as recommended by the Nomination and Remuneration Committee he is proposed to be reappointed as a Managing Director of the Company for a further period of 3 years w.e.f 27.06.2019 to 26.06.2022

Approval of the members is sought for the above Resolution.

The board appointed Mr.Sumit Mazumder (DIN 00116654) as an Additional Director on 7th February, 2018 who shall hold office upto the date of the ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013 from a member proposing his appointment as a director. Mr.Sumit Mazumder is the Chairman of TIL Ltd and Balrampur Chini Mills Ltd. He is Master of Business Administration (MBA) from Sam Houston State University, Texas, USA and undertook Advanced Management Program at Harvard Business School, Massachusetts, USA. He is well experienced industrialist having business acumen in various fields. It would be prudent to appoint him as an Independent Director, to hold office for five consecutive years until the 77th Annual General Meeting of the Company. A resolution has been included in the Agenda of the ensuing Annual General Meeting of the Company, which we recommend.

Mr.S.K.Tapuriah and Mr.Subodh Kumar Agrawal, were appointed as Independent Directors of the Company in the Annual General Meeting held on 1st August, 2014 for a term of 5 years i.e till 31st March, 2019. As they are seeking re-appointment, the resume and other information as required by Regulation 36 of the Listing

Regulations have been given in the notice convening the ensuing Annual General Meeting.

The independent directors have submitted the declaration of independence as required under Section 149 of the Companies Act, 2013 and the Board is of the opinion that they are independent within the meaning of the said requirement of the Act.

There is no change in the Key Managerial Personnel during the year.

OTHER DISCLOSURES EXTRACT OF ANNUAL RETURN

The details for the financial year ended 31st March, 2018 forming part of the extract of the annual return is enclosed.

NUMBER OF BOARD MEETINGS

The Board of Directors met five times during the year ended 31st March, 2018. The details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report.

COMPOSITION OF COMMITTEE OF DIRECTORS

The Board has constituted the following Committees of Directors:

(a) Audit Committee,

(b) Nomination & Remuneration Committee,

The detailed composition of the above Committees along with number of meetings and attendance at the meetings are given in Corporate Governance Report.

(d) Corporate Social Responsibility Committee

The detailed composition of the above Committee is given under the head Corporate Social Responsibility (CSR).

WHISTLE BLOWER POLICY

The company has formulated Whistle Blower Policy in terms of Section 177(9) of the Companies Act, 2013 the details of which is being provided in the Corporate Governance Report. The Whistle Blower Policy has also been posted on the website of the Company.

RELATED PARTY TRANSACTIONS

All the related party transactions for the year under review are entered on arm''s length basis and are in compliance with the Companies Act, 2013 and the 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 with the interest of the Company at large. All related party transactions are presented to the Audit Committee and the Board for its approval.

The related party transactions policy as approved by the Board is uploaded on the Company''s website "www.jayshreetea.com".

The details of the transactions with related party is given in the Standalone Financial Statement forming part of the Annual Report.

EVALUATION OF BOARD''S PERFORMANCE

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 , the performance evaluation of the Board was carried out during the year under review. The Board of Directors expressed their satisfaction with the evaluation process. More details on the same is given in the Corporate Governance Report.

AUDITOR''S REPORT & ACCOUNTS

All notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

APPRECIATION

The Board wishes to place on record its appreciation of the efforts put in by your company''s workers, staff and executives.

Industrial relations at all estates and other units were cordial.

	For and on behalf of the Board
	D.P.Maheshwari	S.K Japuriah
	(Managing Director)	(Director)
Kolkata 29th May 2018	(DIN:02203749)	(DIN:01065278)

ANNEXURE 1 to the Directors'' Report

Reporting of Corporate Social Responsibility (CSR)

[Pursuant to sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]

1. The Company believes in integrating its business values and operations to meet the expectations of all its stakeholders and committed to ensuring the social well being of the communities in the vicinity of its business operations. The Company takes great care to promote the cause of social inclusiveness and environment protection alongside business objectives.

The CSR activities of the Company are being carried out directly by the Company through its different tea estates and units for fulfilling its responsibilities towards improving the lives of people living in those areas.

The Company has framed a CSR Policy in compliance with the provisions of the Companies Act, 2013 and the same is placed on Company''s website. The details of the activities undertaken can also be accessed on Company''s website i.e. www.jayshreetea.com

2. Composition of Committee:

(1) Mrs. Jayashree Mohta (Chairperson)

(2) Mr. S.K.Tapuriah

(3) Mr. Vikash Kandoi

(4) Mr. D.P. Maheshwari

(5) Mr. R.K. Ganeriwala

(President, CFO & Secretary) - Permanent Invitee

3. Average Net Protlt/(Loss) of the Company for the three financial years

- Rs. (1736.21) Lakhs

4. Prescribed CSR Expenditure

(Two percent of the amount as in item 3 above) - Rs. (34.72) Lakhs

5. Details of CSR spent during the Financial Year 2017-18

a) Amount to be spent for the Financial Year 2017-18

b) Amount unspent, if any

c) Manner in which the amount spent during the financial year is detailed below:

S/No	CSR Project or activity identified	Sector in which The project covered	Projects or programs Local area or Other specify The State and District where Projects or Programs undertaken	Amount outlay (budget) project or programs wise	Amount spent on the projects or programs sub heads 1. Direct expenditure on projects or programs 2. Overheads	Cumulative expenditure upto the reporting	Amount spent Direct or through implementing agency
(i)	Health	Subsidized treatment to poor villagers and organizing and promoting preventive health care	Cachar in the state of Assam		5.50	5.50	Direct
(ii)	Education	Promoting education in nearby villages by aids to schools, free food distribution to the schools and the section of disadvantageous villagers	Cachar in the state of Assam		4.54	4.54	Direct

S/No	CSR Project or activity identified	Sector in which The project covered	Projects or programs Local area or Other specify The State and District where Projects or Programs undertaken	Amount outlay (budget) project or programs wise	Amount spent on the projects or programs sub heads 1. Direct expenditure on projects or programs 2. Overheads	Cumulative expenditure upto the reporting	Amount spent Direct or through implementing agency
(iii)	Sports	Promotion of Rural Sports by organizing tournaments, awards and arranging participation in rural sports meet	Cachar in the state of Assam		1.92	1.92	Direct
					11.96	11.96

6. In case the company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board Report - N.A.

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR

Policy, is in compliance with CSR objectives and Policy of the Company.

The CSR committee confirms that the implementation and monitoring of the CSR policy is in compliance with the CSR objectives and Policy of the Company.

	D. P. Maheshwari	Jayashree Mohta
	(Managing Director)	(Chairperson-CSR Committee)
Kolkata, 29th May 2018	(DIN: 02203749)	(DIN: 01034912)

ANNEXURE 2 to the Directors'' Report

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2017-18, ratio of the remuneration of each Director to the median remuneration of the emloyees of the Company for the financial year 2017-18 and the comparision of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

SI. No.	Name of Director/KMP and Designation	Remuneration of Director/KMP for Financial Year 2017-18 (Rs. In Lakhs)	% increase in remuneration in the Financial Year 2017- 18	Ratio of remuneration of each director/to median remuneration of employees
1	Mr. B.K.Birla (Chairman)	0.20	-	0.22
2	Mrs. Jayashree Mohta (Whole-time Director)	90.00	-	100.00
3	Mr.B.M.Khaitan*	0.30	-	0.33
4	Mr.G.P.Goenka**	0.20	-	0.22
5	Mr.Prashant Jhawar	0.20	(33.33)	0.22
6	Mr.S.K.Tapuriah	1.60	-	1.78
7	Mr. Subodh Kumar Agrawal	0.80	(46.67)	0.89
8	Mr.Vikash Kandoi (Whole-iime Director]	36.00	-	40.00
9	Mr.D.P.Maheshwari (Managing Director)	122.20	(0.82)	135.78
10	Mr.R.K.Ganeriwala (President.CFO & Secretary)	104.24	12.32	N.A.

* Ceased to be a Director w.e.f. 09.05.2017

** Ceased to be a Director w.e.f. 08.12.2017

(ii) The median remuneration of employees of the Company during the financial year was Rs. 0.90 Lakh.

(iii) In the financial year, there was a decrease of 3.23% in the median remuneration of employees.

(iv) There were 23039 permanent employees on the rolls of Company as on March 31, 2018

(v) Average percentage decrease made in the salaries of employees other than the key managerial personnel in the last financial year i.e. 2017-18 was 3.23 % whereas the increase in the key managerial remuneration for the same financial year was 3.08 %.

(vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

	For and on behalf of the Board
	D.P.Maheshwari	S.K. Tapuriah
	(Managing Director)	(Director)
Kolkata 29th May 2018	(DIN:02203749)	(DIN:01065278)

ANNEXURE 3 to the Directors'' Report

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

The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2018 is given here below and forms part of the Directors'' Report.

A. Conservation of Energy:

I. In line with the Company''s commitment towards conservation of energy, all tea estates and units continue with their efforts aimed at improving energy efficiency through improved operational and maintenance practices. The steps taken in this direction at various tea estates and units are as under:

â¢ Reducing power consumption by providing coal savers, wind ventilators and VFBD driers.

â¢ Replacement of inefficient motors with energy efficient motors.

â¢ Installation of Gas Generating Sets for generating power.

â¢ Upgradation of Machineries and installation of new machineries based on fuel or power efficiency.

â¢ Maintenance and overhauls of generators to achieve a high unit per Itr. delivery

â¢ Monitoring the maximum demand and power load factor on daily basis.

â¢ Installation of adequate power capacitors for efficient utilization of available power.

â¢ Optimum power factor is being maintained to avoid surcharge on power factor as well as to get maximum rebate on electricity consumption bills.

II. The steps taken by the Company for utilizing alternate sources of energy. During the year under review the Company utilized solar energy for irrigation.

III. The Capital investment on energy conservation equipment was NIL

B. Technology Absorption

I. The efforts made by the Company towards technology absorption during the year under review are:

â¢ Installation of solar pump sets for irrigation.

â¢ Installation of wind turbo ventilators

â¢ Developed computer based colour sorter system.

â¢ Managerial staff are encouraged to attend seminars and training programmes for agricultural practices in the field and manufacturing process in the factories.

II. The benefits derived like increase in productivity and cost reduction in some tea estates.

III. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - NOT APPLICABLE.

IV. Expenditure on R&D-Research & Development activities are being carried out as part of the Company''s normal business activities. Hence, no separate expenditure figures are available. In addition, the Company contributes for the activities of Tea Research Association and United Planters Association of Southern India''s Scientific Development regularly.

The Company has incurred an expenditure of Rs. 51.98 lakhs being amount paid to TRA & UPASI as above.

C. Foreign Exchange Earnings And Outgo

During the year under review foreign exchange earnings were Rs. 90.21 crore and foreign exchange outgo Rs. 22.14 crore.

	For and on behalf of the Board
	D.P.Maheshwari	S.K Tapuriah
	(Managing Director)	(Director)
Kolkata 29th May 2018	(DIN:02203749)	(DIN:01065278)

ANNEXURE 4 to the Directors'' Report

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

JAY SHREE TEA AND INDUSTRIES LIMITED

Kolkata

1. We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by JAY SHREE TEA AND INDUSTRIES LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing our opinion thereon.

2. Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed here under and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

3. We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

i) The Companies Act, 2013 (the Act), amendments thereof and the rules made thereunder;

ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;

iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment,

Overseas Direct Investment and External Commercial Borrowings;

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-(a The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable regulations /guidelines/ circulars as may be issued by SEBI from time to time;

I further report that, there were no actions/ events in pursuance of;

(a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(b) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

(d) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(e) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

We further report that having regard to the compliance system prevailing in the Company, we have relied upon the representation made by the Management, for compliance with the specific applicable laws like:

(a) Food Safety and Standards Act, 2006

(b) Agricultural and Processed Food Products Export Act, 1986

(d) Agriculture Produce (Grading and Marking) Act, 1937

(e) Sugar Cess Act, 1982

(f) Essential Commodities Act, 1955

(g) Plantation Labour Act, 1951 (h) Tea Act, 1953

(i) Tea Waste Control Order, 1959 (j) Tea (Marketing) Control Order, 2003 (k) Tea (Distribution & Export) Control Order, 2005 (I) Fertilizer Control Order, 1985 (m) Weight and Measurement Act, 1976 We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards as issued and mandated by the Institute of Company Secretaries of India;

(ii) The Listing Agreements entered into by the Company with BSE Limited, National Stock Exchange Limited and Calcutta Stock Exchange Limited.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above, subject to the following observations: (i) The Company has a pending case with the Court in Kolkata under Section 58(A) of the Companies Act 1956 and the matter is subjudice.

(ii) In pursuance of Section 178(7) of the Companies Act 2013 and SS-2, the Chairman of Nomination and Remuneration Committee was not present at the Annual General Meeting of the Company held on 31st July 2017 and no noting of the same was recorded in the said minutes.

We further report that,

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. All decisions at Board Meetings and Committee Meetings were carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period, the Company had obtained approval of shareholders by way of special resolution passed at the Annual General Meeting held on 31.07.2017 for the following matters for,

(i) Re-appointment of Mr. Vikash Kandoi, as a Whole-time Director of the Company under the designation "Executive Director" of the Company.

(ii) Continuation of employment of Mr. D. P. Maheshwari, Who will attain the age of seventy years on November 5, 2017, as a Managing Director of the Company upto 27.06.2019 This Report is to be read with our letter of even date which is annexed "ANNEXURE - A" and forms an Integral Part of this Report.

	For MR & Associates
	Company Secretaries
	[M R Goenka]
	Partner
Place: Kolkata	FCS No.: 4515
Date: 29.05.2018	CP No.: 2551

"ANNEXURE-A"

To,

The Members,

JAY SHREE TEA AND INDUSTRIES LIMITED

Kolkata

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial Records is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the Audit practices and processes as where appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial Records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations and standards is the responsibilities of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

	For MR & Associates
	Company Secretaries
	[M R Goenka]
	Partner
Place: Kolkata	FCS No.: 4515
Date: 29.05.2018	C P No.: 2551

ANNEXURE 5 to the Directors'' Report

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS :

1	CIN	L15491WB1945PLC012771
2	Registration Date	27th October, 1945
3	Name of the Company	Jay Shree Tea & Industries Limited
4	Category /Sub-category of the Company	Public Company: Limited by Shares
5	Address of the Registered office & contact details	"Industry House" 10, Camac Street, Kolkata-700017 Ph.:(033) 2282-7531/34, Fax: (033) 2282-7535 E-mail: [email protected]
6	Whether listed company Yes/No	Yes
7	Name, Address & contact details of the Registrar & Transfer Agent, if any.	Maheshwari Datamatics Pvt. Ltd. 23, R.N.Mukherjee Road, 5th Floor, Kolkata-700001 Ph.: (033) 2248-2248, Fax: (033) 2248-4787 E-mail: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company are given below:

SI. No.	Name and Description of main products / services	NIC Code of the Product/service	% to total turnover of the company
1	Tea	0100	83%
2	Chemical	2011	17%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SI. No.	Name and address of the Company	CIN/GLN	Holding/ Subsidiary/ Associate	% of shares held	Applicable Section
1	Majhaulia Sugar Industries Pvt. Ltd. P-7, Transport Depot Road, Kolkata-700088	U15122WB2015PTC207281	Subsidiary	100.00	2(87) (ii)
2	North Tukvar Tea Co. Ltd. Industry House 10, Camac street, Kolkata-700017	U51218WB1965PLC026362	Subsidiary	90.50	2(87) (ii)
3	Jayantika Investment & Finance Ltd. Industry House 10, Camac street, Kolkata-700017	U65993WB2001PLC162070	Subsidiary	100.00	2(87) (ii)
4	Birla Holdings Ltd. 132, Lease Office Building 16, Jebel Ali Free Zone, Dubai	N.A.	Subsidiary	100.00	2(87) (ii)

IV. i) Category-wise Share Holding :

Category of Shareholders	No. of Shares held at the beginning of the year (01.04.2017)				No. of Shares held at the end of the year (31.03.2018)				% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% Change during the year
A. Promoters
(1) Indian
a)lndividual/HUF	1052660		1052660	3.64	1052660	-	1052660	3.64	-
b) Central Govt	-	-	-	-	-	-	-	-	-
c) State Govt(s)	-	-	-	-	-	-	-	-	-
d) Bodies Corp.	14907230	-	14907230	51.62	14519114	-	14519114	50.28	-1.34
e) Banks / Fl	-	-	-	-					-
f) Any Other:(Specify) Trust	316788		316788	1.10	316788	-	316788	1.10	-
Sub-total (A) (1):-	16276678		16276678	56.36	15888562	-	15888562	55.02	-1.34
(2) Foreign			-	-		-	-		-
a) NRIs- Individuals			-	-		-	-		-
b) Other Individuals	-	-	-	-	-	-	-	-	-
c) Bodies Corp.	-	-	-	-	-	-	-	-	-
d) Banks / Fl	-	-	-	-	-	-	-	-	-
e)Any Other	-	-	-	-	-	-	-	-	-
Sub-total (A) (2):-			-	-		-	-		-
Total shareholding of Promoter (A) = (A)(1) (A)(2)	16276678	-	16276678	56.36	15888562	-	15888562	55.02	-1.34
B. Public Shareholding
1. Institutions
a) Mutual Funds		1200	1200			600	600		-
b) Banks / Fl	579412	23794	603206	2.09	488894	22706	511600	1.77	-0.32
c) Central Govt			-	-		-	-		-
d) State Govt(s)			-	-		-	-		-
e) Venture Capital Funds	-	-	-	-	-	-	-	-	-
f) Insurance Companies	-	-	-	-	-	-	-	-	-
g) Flls	1400000	-	1400000	4.85	1480000	-	1480000	5.13	0.28
h) Foreign Venture Capital Funds	-	-	-	-	-	-	-	-	-
i)0thers (specify) FPI Coporate	80000		80000	0.28		-	-		-0.28
Sub-total (B)(1):-	2059412	24994	2084406	7.22	1968894	23306	1992200	6.90	-0.32
2.Non- Institutions
a) Bodies Corp.
i) Indian	1820554	83718	1904272	6.59	2253920	6848	2260768	7.83	1.23
ii) Overseas	104944	-	104944	0.36	104944	-	104944	0.36	-
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh	5892294	640636	6532930	22.62	5938117	429310	6367427	22.05	-0.57
ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakh	1699997	-	1699997	5.89	1738513	-	1738513	6.02	0.13

Category of Shareholders	No. of Shares held at the beginning of the year (01.04.2017)				No. of Shares held at the end of the year (31.03.2018)				% Change during the year
Category of Shareholders	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% Change during the year
c) Others (specify)
(i)Non Resident Individual	268145	4976	273121	0.95	332833	2604	335437	1.16	0.22
(ii) Foreign National	1140		1140	0.01	1140		1140	0.01
(iii) Investor Education and Protection Fund	-			-	186847		186847	0.65	0.65
(iv) Corporate Body-NBFC	-			-	1650		1650	0.01	0.01
Subtotal (B)(2):-	9787074	729330	10516404	36.42	10SS7964	438762	10996726	38.08	1.66
Total Public Shareholding (B)=(B) (1) (B)(2)	11846486	7S4324	12600810	43.64	12526858	462068	12988926	44.98	1.34
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A B C)	28123164	7S4324	28877488	100.00	28415420	462068	28877488	100.00	-

ii) Shareholding of Promoters:

SI No	Shareholder''s Name	Share holding at the beginning of the year (01.04.2017)				Share holding at the end of the year (31.03.2018)				% change in share holding during the year
SI No	Shareholder''s Name	No. of Shares	% of total Shares of the Company	No. of Pledged/ Encumbered Shares	% of Shares Pledged / encumbered to total shares	No. of Shares	% of total Shares of the Company	No. of Pledged/ Encumbered Shares	% of Shares Pledged / encumbered to total shares	% change in share holding during the year
1	JPM Merchandise Agencies Limited	6114108	21.17	-	-	6114108	21.17	-	-	-
2	Mr. B.K. Birla	46000	0.16	-	-	46000	0.16	-	-	-
3	Mrs. Jayashree Mohta	985770	3.41	-	-	985770	3.41	-	-	-
4	Mr. Vikash Kandoi	1126	0.01	-	-	1126	0.01	-	-	-
5	Mr. Kumar Mangalam Birla	4500	0.01	-	-	4500	0.01	-	-	-
6	Mrs. Vasavadatta Baj''aj	15264	0.04	-	-	15264	0.04	-	-	-
7	Bharat Arogya And Cyan Man*	36828	0.13	-	-	36828	0.13	-	-	-
8	Century Textiles and Industries Ltd.	300000	1.04	-	-	300000	1.04	-	-	-
9	Kesoram Industries Limited	388116	1.34	-	-	-	-	-	-	-1.34
10	Pilani Investment And Industries Corpn. Ltd.	2844	0.01	-	-	2844	0.01	-	-	-
11	Prakash Educational Society	3000	0.01	-	-	3000	0.01	-	-	-
12	Birla Education Trust	313788	1.09	-	-	313788	1.09	-	-	-
13	Manav Investment & Trading Co. Ltd	1020924	3.54	1020924	3.54	1020924	3.54	1020924	3.54	-
14	Aditya Marketing and Manufacturing Ltd.	70000	0.24	-	-	70000	0.24	-	-	-
15	Jayantika Investment & Finance Ltd.	6528810	22.61	-	-	6528810	22.61	-	-	-
16	ECE Industries Ltd.	445600	1.55	-	-	445600	1.55	-	-
	Total	16276678	56.36	1020924	3.54	15888562	55.02	1020924	3.54	-

iii) Change in Promoters'' Shareholding (please specify, if there is no change)

SI. No	Name of the Promoters	Shareholding at the beginning of the year (01.04.2017)		Cumulative Shareholding during the year (2017-18)
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	Kesoram Industries Limited
	At the beginning of the year	388116	1.34	388116	1.34
	Market Sale on 28.03.2018	388116	1.34	388116	1.34
	At the end of the year	-	-	-	-

iv) Shareholding Pattern of top ten Shareholders (other than Directors,Promoters and Holders of GDRs and ADRs):

SI. No.	For Each of the Top 10 Shareholders	Shareholding at the beginning of the year (01.04.2017)		Shareholding at the end of the year (31.03.2018)
SI. No.	For Each of the Top 10 Shareholders	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	EOS Multi Strategy Fund Ltd.	1288000	4.46	1288000	4.46
2	The New India Assurance Co. Ltd.	497368	1.72	397368	1.38
3	Dalmia Securities Limited	-	-	379100	1.31
4	Ashok Kumar Jain	224701	0.78	289771	1.00
5	Monarch Comtrade Pvt Ltd.	-	-	151270	0.52
6	Ares Diversified	112000	0.39	112000	0.39
7	Bodepudi Jeevan Kishore	-	-	110053	0.38
8	Devi Investment and Development INC	104800	0.36	104800	0.36
9	Harikishan Jamandass Mundhra	66322	0.23	100408	0.35
10	Raviraj Developers Ltd	-	-	97613	0.34

v) Shareholding of Directors and Key Managerial Personnel:

SI No.	For Each of the Directors and KMP	Shareholding at the beginning of the year (01.04.2017)		Cumulative Shareholding during the year 2017-18
SI No.	For Each of the Directors and KMP	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	Mr. B.K.Birla
	At the beginning of the year	46000	0.16	46000	0.16
	At the end of the year	46000	0.16	46000	0.16
2	Mrs.Jayashree Mohta
	At the beginning of the year	985770	3.41	985770	3.41
	At the end of the year	985770	3.41	985770	3.41
3	Mr. B.M.Khaitan*
	At the beginning of the year	200	0.00	200	0.00
	At the end of the year	200	0.00	200	0.00
4	Mr.G.P.Goenka**
	At the beginning of the year	600	0.00	600	0.00
	At the end of the year	600	0.00	600	0.00

SI No.	For Each of the Directors and KMP	Shareholding at the beginning of the year (01.04.2017)		Cumulative Shareholding during the year 2017-18
SI No.		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
5	Mr.Prashant Jhawar
	At the beginning of the year	200	0.00	200	0.00
	At the end of the year	200	0.00	200	0.00
6	Mr.S.K.Tapuriah
	At the beginning of the year	768	0.00	768	0.00
	At the end of the year	768	0.00	768	0.00
7	Mr.Sumit Mazumder#
	Market Purchase on 5th February, 2018	200	0.00	200	0.00
	At the end of the year	200	0.00	200	0.00
8	Mr.Subodh Kumar Agrawal
	At the beginning of the year	200	0.00	200	0.00
	At the end of the year	200	0.00	200	0.00
9	Mr.Vikash Kandoi
	At the beginning of the year	1126	0.01	1126	0.01
	At the end of the year	1126	0.01	1126	0.01
10	Mr.D.P.Maheshwari
	At the beginning of the year	3606	0.01	3606	0.01
	Market Sale on 6th April, 2017	3000	0.01	3000	0.01
	At the end of the year	606	0.00	606	0.00

* Ceased to be a Director w.e.f 09.05.2017 ** Ceased to be a Director w.e.f 08.12.2017

# Appointed w.e.f 07.02.2018

V. Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payments (Rs. in lakhs)

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	22344.83	16060.08	-	38404.91
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	146.70	56.43	-	203.13
Total (i ii iii)	22491.53	16116.51	-	38608.04
Change in Indebtedness during the financial year
â¢ Addition	6955.70	-	-	6955.70
â¢ Reduction	-	(2908.01)	-	(2908.01)
Net Change	6955.70	(2908.01)	-	4047.69

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the end of the financial year
i) Principal Amount	29307.90	13187.50	-	42495.40
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	139.33	21.00	-	160.33
Total (i ii iii)	29447.23	13208.50	-	42655.73

VI. Remuneration of directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

SI. No.	Particulars of Remuneration	Name of MD/WTD/ Manager			Total amount
SI. No.		Mrs. Jayashree Mohta	Mr. Vikash Kandoi	Mr. D.P. Maheshwari	(Rs. in Lakhs)
1	Gross Salary
	(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961	90.00	36.00	100.21	226.21
	(b) Value of perquisites u/s 17(2) of Income Tax Act, 1961	â	â	9.75	9.75
	(c) Profits in lieu of salary under section 17(3) Income Tax Act, 1961	-	-	-	-
2	Stock Option	-	-	-	-
3	Sweat Equity	-	-	-	-
4	Commission
	-as a % of profit	-	-	-	-
	-others, specify	-	-	-	-
5	others, please specify	-	-	-	-
	Total (A)	90.00	36.00	109.96	235.96
	Ceiling as per the Act	10% of the net profits of the Company calculated as per section 198 of the Companies Act, 2013

B. Remuneration to other directors:

I. Independent Directors:

SI. No.	Particulars of Remuneration	Name of Directors					Total Amount (Rs. In ''000)
1	Independent Directors	Mr.B.M. Khaitan	Mr.G.P. Goenka	Mr. Prashant Jhawar	Mr.S.K. Tapuriah	Mr. Subodh Kumar Agrawal	Total Amount (Rs. In ''000)
	Fee for attending board / committee meetings	30	20	20	160	80	310
	Commission	-	-	-	-	-	-
	Others, please specify	-	-	-	-	-	-
	Total(l)	30	20	20	160	80	310

II. Other Non Executive Directors:

SI. No.	Particulars of Remuneration	Mr. B.K.Birla	Total Amount (Rs. In ''000)
	Fee for attending board / committee meetings	20	20
	Commission	-	-
	Others, please specify	-	-
	Total (2)	20	20
	Total(B)=(1 2)		330
	Overall Ceiling as per the Act	1% of the net profits of the Company calculated as per section 198 of the Companies Act, 2013

C. Remuneration to Key Managerial Personnel other than Managing Director/Manager/Whole Time Director

SI. No.	Particulars of Remuneration	Key Managerial Personnel
SI. No.		Company Secretary/CFO	Total amount (Rs. in Lakhs)
1	Gross salary
	Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961	90.35	90.35
	Value of perquisites u/s 17(2) of the Income Tax Act,l 961	6.21	6.21
	Profits in lieu of salary under section 17(3) Income Tax Act, 1961	-
2	Stock Option	-
3	Sweat Equity	-
4	Commission	-	-
	- as % of profit
	- others, specify.
5	Others, please specify
	Total		96.56

VII. Penalties/Punishment/Compouding of offences: NONE

	For and on behalf of the Board
	D.P.Maheshwari	S.K. Tapuriah
	(Managing Director)	(Director)
Kolkata, 29th May 2018	(DIN:02203749)	(DIN:01065278)

Mar 31, 2017

Dear Shareholders,

We present the 71st Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2017.

FINANCIAL RESULTS (Rs.in lakh)

	31st March 2017	31st March 2016
Total Revenue	56367.71	71974.40
Profit/(Loss) before finance cost, tax and depreciation (PBIDTA)	3887.83	4616.97
Less : Finance cost	3601.97	4605.85
: Depreciation/Amortization	1432.71	1638.26
Profit/(Loss) before tax	(1146.85)	(1627.14)
Less: Provision for taxation - Current Tax	-	110.00
- Deferred Tax	405.51	45.81
Adjustment of Tax Related to earlier years	(7.43)	133.41
Profit/(Loss) after tax	(1544.93)	(1916.36)
Add : Balance brought forward from previous year	1988.29	4210.00
Profit available for appropriation	443.36	2293.64
Appropriations
A) i) Proposed Dividend on Equity shares	-	282.71
ii) Tax (including surcharge & education cess) @ 20.3576% on proposed dividend (Net)#	(0.13)	22.64
B) Balance carried forward to next year	443.49	1988.29
	443.49	2293.64

#Tax on dividend is net of Rs.0.13, (P.Y. Rs.0.38) being dividend distribution tax paid by a subsidiary.

EQUITY DIVIDEND

The Board is pleased to recommend the distribution of dividend @ 10% on face value of Rs.5/- per share compared to 20% paid last year. The dividend tax including surcharge and education cess amounting to Rs.11.76 lakh shall be payable by the company on the said dividend, as and when paid.

SHARE CAPITAL

During the year ended 31st March, 2017 there is no change in the issued and subscribed capital of your Company. The outstanding capital as on 31st March, 2017 is Rs.1443.87 lakh comprising of 2,88,77,488 equity shares of Rs.5/- each.

REVIEW OF PERFORMANCE

It was a year of consolidation but economic slowdown for the Indian economy. The GDP growth was 7.1%, which was lower than estimated, due to impact of demonetization.

This was a difficult and unrewarding year for tea particularly CTC producers.

Indian tea production was higher at 1239 mn. Kg compared to 1208 mn kg. last year. The production of North India was higher by 46 mn. Kg and South India was down by 15 mn. Kg.

The market was poor due to various circumstances rather than just demand/supply. Good and best quality produce witnessed sharp erosion in prices. Dust grades saw greater fall in comparison to leaf. There was wide price fluctuation in medium varieties of tea. All your tea estates continue to be in the top brackets of quality in their area of operation. The warmest summer resulted in poor demand. Increased production took toll on first flush and banji prices. Cash crunch after the demonetization affected the market.

The major factors attributing to the operations of the company are:

i) Increase in total crop of the company with higher crop in Cachar

ii) Fall of crop in Assam, Darjeeling and Terai

iii) Sharp fall in prices of plain & medium varieties and high quality teas hitherto fetching premium.

iv) Improvement in quality standard of all your tea estates

v) Reduction and delayed payment of subsidy affecting the working of Single Superphosphate plant at Khardah, West Bengal

vi) Better performance by sulphuric acid plant at Pataudi Haryana with record profit

vii) Demonetization announced on 8th November. Economy falters. Money market shrink leading to reduced off take of all Commodity items including tea, fertilizers and sugar and build up of inventory.

Tea Estates

All India production in 2016 was higher at 1239 million kg. compared to 1208 million kg. in 2015. Total production in North India was higher, and South India lower. Global crops from major countries like Kenya surged by 74 mn. Kg, Bangladesh up by 15 mn. Kg, Sri Lanka crop was down by 36 mn. Kg. Prices of good and best varieties Assam tea plummeted. The medium varieties tea of Cachar, South India and Dooars witnessed weaker prices for most of the year. Higher harvests had a direct bearing on prices at Mombassa Auction, which declined by 44 Cents over 2015. In line with Indian markets, prices there for better teas were lower, while plainer sorts gained. Packet tea sales indicate demand push in common category. Popular and premium segment growth was neutral.

Your company has almost all ISO 22000 certified factories with Certificate of Rainforest Alliance.

Your company''s own production was higher at 181.86 lakh kg compared to 173.95 lakh kg. last year. The bought leaf production was 41.05 lakh kg. as against 49.64 lakh kg. last year. The overall price realization of your company was down by ''6/- per Kg. Assam, Dooars and Terai prices were down by Rs.22 /- per kg., and Rs.4/- per Kg.,Cachar was up by Rs.2/- per Kg. Darjeeling by Rs.16/- per kg. and South India by Rs.10/- per kg.

There is no material change or commitment affecting the financial position of the company occurred between the end of the financial year and the date of this report.

The Jay Shree Chemicals & Fertilisers, Khardah

This year the sale is higher compared to last year due to better marketing efforts. The reduction of subsidy by Rs.830/- per M.T. had an adverse impact on the results. The delayed payment of subsidy continued resulting in higher working capital requirement. The price difference of SSP with other fertilizer like UREA is curtailing use of SSP which causes imbalance in soil nutrients.

The figures of production and dispatches are as under:

	Production (M.T.)		Dispatch (M.T.)
	2016-17	2015-16	2016-17	2015-16
Single Super Phosphate	74126	70773	77715	71192

The Jay Shree Chemicals & Fertilizers, Gurgaon

In comparison to last year, margins were better, due to which overall profitability of unit was amongst best this fiscal, since inception of the unit. Sulphur prices also remained lower in full year without much fluctuation. Availability of smelter byproduct acid also was poor in current year due to which prices of acid could be maintained.

The figures of production and dispatches are as under:

	Production (M.T.)		Dispatch (M.T.)
	2016-17	2015-16	2016-17	2015-16
Sulphuric Acid	28464	29607	28535	29523
Oleum	1250	1915	1147	2000

Export of Tea

Indian export at 217 million kg. in 2016 showed a decline of around 11 million kg. over 2015. Shipments to CIS and Kazakhstan was lower following Currency devaluation and economic slowdown. Kenyan teas made inroads. Unit prices to UK, Germany and Japan drops this season. Strong rupee against Dollar/Euro also affected inflow. Your Company exported tea worth Rs.79.81 crore as against Rs.76.56 crore last year.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As per guidelines of the Ministry of Corporate Affairs (MCA), Government of India the Balance sheet, Statement of Profit & Loss and other documents of subsidiary companies Majhaulia Sugar Industries Pvt. Ltd, North Tukvar Tea Company Limited, Jayantika Investment & Finance Ltd., and offshore investment arm Birla Holdings Limited UAE, are not being attached with the Balance Sheet of the company. These documents are kept for inspection at the registered office of the company and those of respective subsidiary companies. Any member interested to obtain copy of the same may write to the Company separately. These documents shall be made available either in physical form or electronic mode as per Green Initiative of the MCA. Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiary Companies & Joint Venture is given in Form AOC-1 and forms an integral part of the Annual Report.

The Company demerged its sugar operations into a wholly owned subsidiary (WOS), Majhaulia Sugar Industries Private Limited with effect from 1st April, 2016. Your mill produced 45089 tonnes of white sugar compared to 40334 tonnes in season 2015-16. The sugarcane crushed was 499330 tonnes compared to 422084 tonnes in season 2015-16. The recovery this year was 9.03% compared to 9.54% in 201516. On all operational parameters, your mill is considered to be one of its best.

Indian sugar production was 19% lower at 20.30 million tonnes compared to 25 million tonnes last year. This was due to severe drought in states like Maharashtra & Karnataka. The global sugar supply deficits of the last two years elevated prices for the sweetener to the highest in 5 years. Domestic consumption was estimated at 24 million tonnes. Sugar prices are expected to remain firm in sugar season 2017, because closing inventory is seen to be at an eight year low following a fall in production. That''s despite the Government''s recent move to allow duty free import of raw sugar of 0.45 million tonnes till June 12, 2017, and a fall in consumption because of demonetization.

The State Governments are yet to implement the linking of sugar and by-product realizations with cane costs. Further going forward the sustainability of the upward trend in sugar prices remains critically dependant on import of sugar for the year 2017-18.

Birla Holdings Limited (BHL) is a wholly owned subsidiary of the company in Dubai (UAE). Kijura Tea Company Limited and Bondo Tea Estates Limited, Uganda are step-down subsidiaries of BHL. Kijura Tea Estate owned by these companies manufactured 21.75 lakh kg. of tea compared to 16.81 lakh kg. last year. The average sale price realized was USD 1.41 per kg. against USD 1.43 per kg. last year. During the year the company recorded operating profit of USD 718300 (INR 465.85 lakh) on sales turnover of USD 2.933 mn. (INR 1,901.84 lakh) as against last year operating profit of USD 5,84,656 (INR 387.33 lakh) on sales turnover of USD 2.34 mn. (INR 1,552.24 lakh).

Tea Group Investment Company Limited (TGIC), Dubai, a joint venture company with Rwanda Mountain Tea SARL, Rwanda, in East Africa owning 60% stake in Mata Tea Company Limited & Gisakura Tea Company Limited collectively manufactured 36.39 lakh kg. tea during 2016 against 37.11 lakh kg. in last year and the average price realization was USD 2.49 per kg. against USD 3.01 per kg. last year for Mata and USD 2.33 per kg. against USD 2.81 per kg. last year for Gisakura. Mata Tea Company Limited declared a dividend of RWF 6,00,000 thousand (equivalent to USD 4.88 mn) out of retained profit RWF 3,32,830 thousand and Gisakura Tea Company Limited did not declare any dividend (Previous year RWF 1,00,000 thousand, equivalent to USD 0.132 mn).

CORPORATE GOVERNANCE

CORPORATE SOCIAL RESPONSIBILITY (CSR)

BIRLA GROUP are considered pioneer in the field of education, health care and social upliftment of the people at large. The company has CSR policy for promotion of education, healthcare, sports, people empowerment, and employment enhancing vocational skills training.

The company has provided assistance for setting up various schools in adjoining areas of its operation. It has fully equipped hospital at tea estates to provide best health care to the people of the region. It is also helping self help centres for vocational training programmes. The company is doing afforestation/vegetation on non-tea areas.

The composition of the members of CSR Committee remains the same namely: Mrs.Jayashree Mohta, Chairperson alongwith Mr. S. K. Tapuriah, Mr. Vikash Kandoi and Mr. D. P. Maheshwari as members.

CSR Policy is placed on the website of the company "www. jayshreetea.com". The average net profit/(loss) of the last 3 financial years was (Rs.2176.94) lakh and prescribed expenditure is Nil. However, the company has spent Rs.9.54 lakh under CSR activities during the year as per the Annexure forming part of this Report.

PROSPECTS

Tea industry is passing through a most difficult phase as rising employee cost, declining yield and erratic climate is affecting the profitability. Net realization of tea has been under strain last year. A significant increase in bought leaf production is pushing down prices as such producers do not usually bear the social cost of housing, weekly ration and medical expenses for the workers.

So far there is normal rainfall in North India and good prediction for monsoon in the country. The Indian production is likely to be maintained at last year level. Global tea production is not likely to increase further. The demand for tea is increasing every year by around 3%, and the supply shall remain limited. Indian exports should improve but strengthening of rupee against major currencies is a cause of worry.

In SSP there is decrease in imported cost of raw materials, because of rupee/dollar exchange rate, but there is reduction in subsidy on sale of SSP by the government. The future of the unit depends on the well spread and good monsoon in West Bengal which has been projected. The company has taken measures to cut down its cost of production.

With all these factors, you can take reasonably optimistic view about the future of the company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors would like to inform members that the audited accounts containing the financial statements for the year 2016-17 are in conformity with the requirements of the provisions of Section 134(3)(c) read with Section 134(5) and all other applicable provision of the Companies Act, 2013 and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company''s financial condition and results of operations. The Joint Auditors, Messrs Singhi & Co., & Jitendra K.Agarwal & Associates, Chartered Accountants, Kolkata have audited these financial statements.

Based on the same, your Directors further confirm that according to their information:

i. in the preparation of the annual accounts, applicable accounting standards have been followed and there are no material departures;

ii. the accounting policies selected by directors are consistently followed and applied and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company;

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

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

BUSINESS RESPONSIBILITY REPORT (BR)

PARTICULARS OF EMPLOYEES

The prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached.

The Information as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules 2014 are given in the Annexure forming part of the Report. In terms of Section 136(1) of the Act, the report and accounts are being sent to members without the aforesaid Annexure. Any member interested in obtaining a copy of the same, may write to the company.

The aforesaid Annexure is also available for inspection by members at the Registered Office of the company.

PUBLIC DEPOSITS

The company has not accepted or renewed any deposit during the year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Financial statements are prepared through both manual and automated process to ensure accuracy of recording all financial transactions during the year. All data pertaining to payment to employees, purchases, plucking, manufacturing, selling dispatch and others are computerized. Internal control system ensures that transactions are executed with management authorization and they are recorded in such a way that permit preparation of financial statements in conformity with established accounting principles and that the assets are adequately safeguarded against misuse or loss.

RISK MANAGEMENT

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURT OR REGULATORS

The Hon''ble High Court at Calcutta passed an order dated 8th August, 2016 approving the scheme of arrangement between the Company and its subsidiaries. Apart from this there have been no significant and material orders passed by the court or regulators or tribunals impacting the going concern status and company''s operations. Your attention is drawn to the Contingent Liabilities and commitments shown in the notes to financial statements forming part of this Annual Report.

DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

ENVIRONMENT AND SAFETY

The company is conscious of clean environment and safe operations. It ensures safety of all concerned, compliance with environmental regulations and preservation of natural resources.

STATUTORY AUDITOR

The auditors Messrs Singhi & Co., Chartered Accountants, Statutory Auditors of the company are retiring at the conclusion of the ensuing Annual General Meeting of the Company in terms of the provisions of the Companies Act, 2013. Messrs Jitendra K Agarwal & Associates the Joint Auditors of the Company have submitted their resignation from the conclusion of the ensuing Annual General Meeting, which we recommend.

The Company made smooth transition of Statutory Auditors as per the requirements of the Companies Act 2013, Messrs S. R Batliboi & Co. LLP, Chartered Accountants are proposed to be appointed as Statutory Auditors of the company for the year 2017-18 and to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of 76th Annual General Meeting of the company at a remuneration to be fixed by the Board, which we recommend.

COST AUDITOR

The Audit Committee in its meeting held on 08.05.2017 has recommended the reappointment of Messrs D. Sabyasachi & Co., the Cost Auditor to conduct the cost audit of the company for the financial year 2017-18 in terms of section 148(3) of the Companies Act, 2013. Accordingly the Board appointed the said firm of Cost Accountants to carry out the cost audit for the year 2017-18 on the remuneration as recommended by the Board to be fixed by members in the ensuing Annual General Meeting of the Company.

INTERNAL AUDIT

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed Messrs MR & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the company. The report of the Secretarial Audit is annexed herewith. Regarding observations: (a) The company had a pending case under Section 58(A) of the Companies Act, 1956 with the court relating to acceptance of a small amount during the period of approval of form by the Board and its filing with ROC and the matter is subjudice, , (b) As regards compliance of the Secretarial Standard 1 & 2 the Company is now in the process of fully complying with the Secretarial Standards, (c) The Chairman of the Nomination & Remuneration Committee Mr. B. M. Khaitan could not attend the Annual General Meeting of the company held on 5.8.2016 as he was indisposed.

INSURANCE

Adequate insurance cover has been taken for properties of the company including buildings, plant and machineries and stocks against fire, earthquake and other risks as considered necessary.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per provisions of Section 152 of the Companies Act, 2013, Mrs. Jayashree Mohta (DIN 01034912) retires by rotation and being eligible offers herself for reappointment. The Board recommends her re-appointment.

The tenure of Mr.Vikash Kandoi, Whole-time Director designated as Executive Director is due to expire on 31^st March, 2018. Looking to the valuable contributions being made by him for development of the Company the Board as per recommendation of the Nomination and Remuneration Committee has proposed to reappoint him as a Whole-time Director designated as Executive Director of the company for a further period of three years w.e.f April 1, 2018. Approval of the members is sought for the above Resolution. Mr.D.P.Maheshwari was appointed as Managing Director by the members to hold office up to June 26, 2019 will attain the age of seventy years on November 5, 2017 and hence continuation of his employment as Managing Director requires the approval of members by a special resolution. He has been looking after day to day affairs of the company and is helping in various ways to improve its performance. Keeping in view the qualification and vast experience of Mr.Maheshwari, the Board as recommended by the Nomination and Remuneration Committee proposes continuation of his employment as Managing Director of the Company.

Approval of the members is sought for the above Resolution. The independent directors have submitted the declaration of independence as required under Section 149 of the Companies Act, 2013 and the Board is of the opinion that they are independent within the meaning of the said requirement of the Act.

There is no change in the Key Managerial Personnel during the year.

OTHER DISCLOSURES EXTRACT OF ANNUAL RETURN

The details for the financial year ended 31st March, 2017 forming part of the extract of the annual return is enclosed. NUMBER OF BOARD MEETINGS

The Board of Directors met five times during the year ended 31st March, 2017. The details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report.

COMPOSITION OF COMMITTEE OF DIRECTORS

The Board has constituted the following Committees of Directors:

(a) Audit Committee,

(b) Nomination & Remuneration Committee.

The detailed composition of the above Committees along with number of meetings and attendance at the meetings are given in Corporate Governance Report.

(d) Corporate Social Responsibility Committee

The detailed composition of the above Committee is given under the head Corporate Social Responsibility (CSR).

WHISTLE BLOWER POLICY

RELATED PARTY TRANSACTIONS

The related party transactions policy as approved by the Board is uploaded on the Company''s website "www. jayshreetea.com".

The details of the transactions with related party is given in the Standalone Financial Statement forming part of the Annual Report.

EVALUATION OF BOARD''S PERFORMANCE

AUDITOR''S REPORT & ACCOUNTS

All other notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

Regarding auditors emphasis in their report, it is clarified that the carry forward of MAT credit entitlement of Rs.113.40 lakh is based on the estimate of future taxable income of the company which is to be realized based on profit available in future years. Further, non-provision of diminution in value of investment amounting to Rs.506.20 Lakh and advances and security deposit given to a subsidiary amounting to Rs.251.00 lakh is because of the reason that the investment is of long term and strategic in nature.

APPRECIATION

The Board wishes to place on record its appreciation of the efforts put in by your company''s workers, staff and executives.

Industrial relations at all estates and other units were cordial.

For and on behalf of the Board

D. P. Maheshwari Jayashree Mohta

(Managing Director) (Vice-Chairperson)

Kolkata, the 8th day of May, 2017 (DIN: 02203749) (DIN: 01034912)

Mar 31, 2014

Dear Shareholders,

We present the 68th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

31st March 2014 31st March 2013

Gross Profit for the year 22,18,73,050 71,94,66,363

Add :

i. Balance brought forward from previous year 65,27,46,446 59,49,51,185

ii MAT credit entitlement (Net) - 45,65,083

87,46,19,496 1,31,89,82,631

Deduct :

i. Gratuity 4,87,96,770 5,80,34,153

ii. Depreciation 15,17,62,732 13,10,10,973

iii. Provision for taxation - Current Tax 1,10,00,000 9,60,00,000

- Earlier year (Net) - 4,06,507

iv. Deferred Tax (2,31,26,027) 3,79,05,501

18,84,33,475 32,33,57,134

Profit available for appropriation 68,61,86,021 99,56,25,497

We recommend that the above amount be dealt with as under :

A) i) Proposed Dividend on Equity shares 4,34,83,516 8,69 67,032 ii) Tax (including surcharge & education cess) 29,56,009 59,12,019

@ 16.9950% on proposed dividend

B) Transfer to General Reserve 50,00,000 25,00,00,000

C) Balance carried forward to next year 63,47,46,496 65,27,46,446

68,61,86,021 99,56,25,497

EQUITY DIVIDEND

The Board is pleased to recommend the distribution of dividend of Rs. 2/- on face value of Rs. 5/- each per share compared to Rs. 4/- each per share paid last year. Te dividend tax including surcharge and education cess amounting to Rs. 29.56 lac shall be payable by the company on the said dividend.

REVIEW OF PERFORMANCE

The year was a difficult year for the nation again. India''s economic growth rate continued its declining trend and its GDP growth rate was pegged at 4.7% in 2013-14. Te impact of global crisis, high inflations and interest rates and a slowdown in investment and industrial growth was felt everywhere.

Tea industry started the year on a positive note. Te production was on an increase in India and overseas. Quality teas were absorbed at high price, with very good demand. However, prices were lower compared to last year for common and medium varieties of tea.

Your company''s policy to concentrate on quality paid rich dividend. Te quality of Assam tea was appreciated by both internal and overseas consumers and some of your invoices fetched record prices. Orthodox prices were also higher compared to last year.

Te major factors attributing to the operations of the company are :-

i. Reduced crop in Cachar and lower tea prices particularly for common and medium varieties of tea.

ii. High sugarcane prices fixed by state government with dull market conditions for sale of sugar adversely affecting the working of the unit.

iii. Lowering of subsidy on P&K fertilizers by the government resulting in poor sale of phosphatic fertilizer.

iv. Volatility in rupee/dollar exchange rate.

Tea Estates

India''s tea production in 2013 increased by about 7% to 1200.04 million kg. on account of higher output in Assam and West Bengal. Tis was compared to the revised figure of 1126.32 million kg. in 2012. Te combined output of Assam and West Bengal was 957 million kg. compared to 887 million kg. last year. Global crops from major countries were higher by approx. 150 million kg. in which India''s contribution was around 50%.

Contrary to the expectation of the industry for strong tea market, the opening was with reduction in demand and prices of common varieties were lower compared to previous year.

Your company continued to lay emphasis on quality, the market for which remained buoyant and buyers were ready to pay premium. Te own crop was slightly lower from 171.47 lac kg. to 170.53 lac kg. Te bought leaf production was increased from 35.16 lac kg. to 52.71 lac kg.

The overall price realization of your company was lower byRs. 3/- per kg. with South India up by Rs.11/- per kg., Cachar and Assam down byRs. 7/- toRs. 8/- per kg. and Darjeeling down byRs. 25/- per kg.

Your tea estates continue to follow the up-to-date field practices, to improve upon the quality standards. Te age profile of bushes of tea has improved as a result of ongoing uprooting & replanting / rejuvenation of old bushes. Te tea factories are renovated with latest machines to save on cost of production

The Jay Shree Chemicals & Fertilisers, Khardah

The Government of India has kept urea outside the purview of Nutrient Based Subsidy (NBS) and the price gap with other fertilizers has increased. So, the consumption of non-urea fertilizers like Phosphatic Fertilisers has declined. Volatility in rupee/dollar rate affected the profitability of the unit adversely. Te company has reduced the production of sulphuric acid to improve the viability of the unit.

Te figures of production and despatches are as under :

Production Despatch (M.T) (M.T.)

2013-14 2012-13 2013-14 2012-13

Single Super Phosphate 60527 62959 58913 58342

Sulphuric Acid 22704 46705 14142 * 31976*

(*10806 [Previous year 15564] Captive Consumption)

The Jay Shree Chemicals & Fertilisers, Gurgaon

There was slight improvement in the production and dispatch of sulphuric acid and oleum during the year. With increase in the raw material prices and other costs, the margin was lower compared to last year.

The figures of production and despatches are as under :

Production Despatch (M.T.) (M.T.) 2013-14 2012-13 2013-14 2012-13

Sulphuric Acid 27333 26238 27600 25974

Oleum 3746 3042 3714 3015

Sugar

During the year your company produced 44249 tonnes of white sugar compared to 42460 tonnes in 2012-13. Te sugar cane crushed was 498117 tonnes compared to 491678 tonnes in 2012-13. Te recovery this year was 8.89% as compared to 8.64% in 2012-13. Te reason for poor recovery in your mill was the effect of Phailin cyclone which passed through the region of its allocated area of sugarcane. Te intense velocity of the cyclone harmed the sugarcane in the fields before the crushing season, which reduced the juice contents of the cane.

Your company has done significant cane development in the reserved area and this has ensured increased availability and supply of cane year after year. During the cane season 2013-14 the mill crushed 607533 tons as compared to 516774 tons in the season 2012-13. Hopefully this trend will continue in years to come.

This year again your company has distributed good quality seeds extensively in the region and this should help in increasing early maturing varieties of cane which should improve sugar recovery percentage in future.

Export of Tea

All India net export was at 212 million kg. in 2013 as against 208 million kg. in 2012 as the payment settlement system was in place for exports to Iran. Tere is a strong demand of tea from Russia, UAE and China. However long summer in Europe last year has reduced Darjeeling Tea exports. Your company exported tea worth Rs. 117.02 crore as against Rs. 94.43 crore last year.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As per guidelines of the Ministry of Corporate Affairs (MCA), Government of India the Balance sheet, Statement of Profit & Loss and other documents of subsidiary companies North Tukvar Tea Company Limited, Parvati Tea Company Limited and offshore investment arm Birla Holdings Limited UAE, are not being attached with the Balance Sheet of the company. Tese documents are kept for inspection at the registered office of the company and those of respective subsidiary companies. Any member interested to obtain copy of the same may write to the company separately. Tese documents shall be made available either in physical form or electronic mode as per Green Initiative of the MCA. Te consolidated financial statements presented by the company include the financial results of its subsidiary companies as per the requirement of listing agreement with Stock Exchanges.

Birla Holdings Limited (BHL), as a wholly owned subsidiary of the company in Dubai (UAE), Kijura Tea Company Limited and Bondo Tea Estates Limited, Uganda are subsidiaries of BHL. Kijura Tea Estate owned by these companies manufactured 14.93 lac kg. of made tea same as last year. Te average sale price realized was US$ 1.70 per kg. against US$ 1.80 per kg. last year. During the year the company recorded operating loss of US$ 39 thousand (INR 23.58 lac) on sales turnover of US$ 2.56 mn. (INR 1547.82 lac) as against last year operating profit of US$ 375 thousand (INR 203.44 lac) on sales turnover of US$ 2.58 mn. (INR 1403.72 lac).

Tea Group Investment Company Limited (TGIC), Dubai, a joint venture company with Rwanda Mountain Tea SARL, Rwanda, in East Africa owning 60% stake in Mata Tea Company Limited & Gisakura Tea Company Limited collectively manufactured 35.38 lac kg. tea during 2013 against 37.44 lac kg. in last year and the average price realization was US$ 2.27 per kg. against US$ 2.88 per kg. last year for Mata and US$ 2.17 per kg. against US$ 2.42 per kg. last year for Gisakura.

Mata Tea Company Limited declared dividend of 40% of its retained profit of 2013 against 60% paid in 2012 and Gisakura Tea Company Limited did not declare any dividend for 2013 due to insufficient profit against 40% in 2012.

CORPORATE GOVERNANCE

A separate report on corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company regarding compliance with Corporate Governance norms stipulated in clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

The declaration by the Managing Director stating that all the Board members and Senior Management personnel have affirmed their compliance with the Company''s Code of Conduct for the year ended 31st March 2014 is forming part in this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Companies Act, 2013 stipulates expenditure of 2% of the average profit of past 3 years on CSR activities. Te Act requires the Board to constitute the Corporate Social Responsibility Committee of the Board. BIRLA GROUP is well known for its contribution to the Society in the sphere of promotion of education, employment enhancing vocational skills, social business projects etc. A Committee of the Board has been constituted with Mrs. Jayashree Mohta, as its Chairperson and Mr. S. K. Tapuriah, Mr. Vikash Kandoi and Mr. D. P. Maheshwari as its members. Te company has formulated CSR policy for promotion of education, healthcare, sports, people empowerment, and employment enhancing vocational skills training and ensuring environmental sustainability.

The company has set up a school at Guwahati catering to the needs of North Eastern region. It is also providing assistance for setting up schools in adjoining areas of its operation. It has fully equipped hospital at various places to provide best health care to people of the region. It is also helping self help centres for vocational training programmes. Te company is doing afforestation/ vegetation on non-tea areas.

PROSPECTS

The production of India should be somewhat lower compared to last year as there is deficit rainfall in many tea growing areas of India. Tere was no carry forward of old season stock into the new season and so market started with a strong note. Good quality CTC teas are fetching premium with prices for medium and common varieties is depending upon supply and demand. Good quality tea should be well absorbed by market at higher levels. Exports market should remain buoyant.

In fertilizers, the measures taken by your company to control cost has improved the situation from last quarter of the year. Cost of imported raw materials should go down with strengthening of rupee. Tis should substantially improve the working of the unit.

The cost of producing sugar is increasing every year and the market has not yet stabilized. Te company is taking measures to reduce cost to fit in market dynamics.

With all these factors, we can take an optimistic view about the future of the company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors would like to inform members that the audited accounts containing the financial statements for the year 2013-14 are in conformity with the requirements of the Companies Act and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company''s financial condition and results of operations. Te Statutory Auditors, Messrs Singhi & Co., Chartered Accountants, Kolkata have audited these financial statements.

Based on the same, your Directors further confirm that according to their information:

i. in the preparation of the annual accounts, applicable accounting standards have been followed and there are no material departures;

ii. the accounting policies are consistently followed and applied to give a true and fair view of the state of affairs of the Company;

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

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

v. that there is adequate internal financial controls and such controls are adequate and were operating effectively.

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

The Company''s Internal Auditors have conducted periodical audits to provide reasonable assurance that the company''s established policies and procedures have been followed.

The Audit Committee has been re-constituted by the Board and shall act in accordance with the terms of reference as specified in Section 177 of the Companies Act, 2013.

BUSINESS RESPONSIBILITY REPORT (BR)

In terms of clause 55 of the Listing Agreement, listed entities shall submit as part of their Annual Reports, Business Responsibility Reports, describing the initiatives taken by them from an environmental, social and Governance perspective. Accordingly, BR Report on environment, human resources and principle wise performance form part of the management discussion and analysis report.

APPRECIATION

The Board wishes to place on record its sincere appreciation of the efforts put in by your company''s workers, staff and executives for achieving good results under difficult conditions.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) rules, 1975 forms part of this report. However, as per Section 219(i)(b)(iv) of the Companies Act, 1956, this report together with the accounts are being sent to all the shareholders of the Company excluding the Section 217(2A) statement. Any shareholder interested in obtaining the copy of the said statement may write to the Secretary at the Registered Office of the Company.

DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY ETC.

Necessary information as required by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, for conservation of energy, technology absorption and foreign exchange earnings and outgoings is presented in Annexure to this Report.

COST AUDIT

The Audit Committee in its meeting held on 26th May 2014 has recommended the re-appointment od M/s. D. Sabyasachi & Co., the Cost Auditor to conduct the cost audit of the company for the financial year 2014-15 in terms of Section 148(3) of the Companies Act, 2013. Accordingly, the Board appointed the said firm of Cost Accountant to carry out the cost audit for the year 2014-15 on the remuneration as recommended by the Board to be fixed by members in the ensuing Annual General Meeting of the Company.

INSURANCE

Adequate insurance cover has been taken for properties of the company including buildings, plant and machineries and stocks against fire, earthquake and other risks as considered necessary.

DIRECTORS

As per provisions of Section 156 of the Companies Act, 2013, Mrs. Jayashree Mohta, a Director retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Approval of the members is sought for her re-appointment. She being a whole-time Director, a Special Resolution is required to be passed for continuing payment of managerial remuneration to her in case of absence or inadequacy of profits in any financial year for her existing tenure upto 31.3.2016 in accordance with the provisions of Schedule V to the Companies Act, 2013.

Te term of Mr. Vikash Kandoi, Executive Director of the company shall expire on 31st March 2015. Looking to the valuable contribution being made by him for development of the company and based upon a recommendation from its Nomination and Remuneration Committee, he is proposed to be reappointed as Executive Director of the company for a further period of three years with effect from 1.4.2015 at a revised remuneration.

Approval of the members is sought for the above resolution.

Based on the recommendation of Nomination and Remuneration Committee, the Board desired that Mr. Subodh Kumar Agrawal, former President of Te Institute of Chartered Accountants of India and President of South Asian Federation of Accountant (SAFA) for 2014 having more than 22 years of all round experience in various fields be appointed as an independent director in the ensuing Annual general Meeting of the company. Te company has received requisite notice in writing from a member proposing Mr. Subodh Kumar Agrawal for appointment as an independent Director. Necessary agenda for the same has been included in the notice of the Annual General Meeting

Approval of the members is sought for the said appointment.

As per section 149 of the said Act, an independent Director shall hold office for a term upto 5 consecutive years, but shall be eligible for re-appointment on passing of a Special Resolution by the company. Further, no independent director shall hold office for more than two consecutive terms. But such independent director shall be eligible for re-appointment after the expiration of three years of his ceasing to be a director of the company.

In view of the above, all independent directors of the company i.e., Mr. B. M. Khaitan, Mr. G. P. Goenka, Mr. S. S. Kothari and Mr. S. K. Tapuriah, needs to be appointed for a term upto 5 consecutive years. Further, since all of them have served as an independent director for more than 5 years in the company, they shall be eligible to act as such for 5 years i.e., upto 31st March 2019.

Approval of the members is sought for the appointment of independent directors for a term of 5 years, necessary agenda for which has been included in the Notice of the Annual General Meeting.

Approval of the members is sought for the above appointments.

AUDITOR''S REPORT & ACCOUNTS

All other notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

Regarding auditors emphasis in their report, it is clarified that the carry forward of MAT credit entitlement of Rs. 418.43 Lacs is based on the estimate of future taxable income of the company which is to be realized based on profit available in future years. Further, non-provision of diminution in value of investment, advances and security deposit given to a subsidiary is because of the reason that the investment is of long term and strategic in nature.

AUDITORS

The auditors M/s Singhi & Co., Chartered Accountants, Statutory Auditors of the company retire at the conclusion of the ensuing Annual General Meeting. Tey have offered themselves for re-appointment as Statutory Auditors for next three years and confirmed that their appointment, if made, will be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013.

For and on behalf of the Board

B. K. Birla Kolkata, dated the 26th May, 2014 (Chairman)

Mar 31, 2013

Dear Shareholders,

The present the 67th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2013.

Financial Results

31st March 31st March 2013 2012 [Rs.] [Rs.]

Gross Proft for the year 71,94,66,363 35,46,81,306

Add:

i. Balance brought forward from previous year 59,49,51,185 54,96,35,272

ii. MAT credit entitlement (Net) 45,65,083

iii. Deferred Tax Assets 1,15,96,517

1,31,89,82,631 91,59,13,095

Deduct:

i. Gratuity 5,80,34,153 3,17,16,279

ii. Depreciation 13,10,10,973 14,98,33,026

iii. Provision for taxation Current Tax 9,60,00,000 3,85,00,000

Earlier year (Net) 4,06,507 (-) 4,05,246

iv. Deferred Tax Liabilities 3,79,05,501

v. MAT credit entitlement reversal (Net) 34,23,256

32,33,57,134 22,30,67,315

Proft available for appropriation 99,56,25,497 69,28,45,780

We recommend that the above amount be dealt with as under:

A) i) Proposed Dividend on Equity shares 8,69,67,032 6,52,25,274

ii) Tax (including surcharge & education cess) @ 16.9950% on proposed dividend (40% of Dividend amount) 59,12,019 42,32,468

B) Dividend Tax related to earlier years (2,15,63,147)

C) Transfer to General Reserve 25,00,00,000 5,00,00,000

D) Balance carried forward to next year 65,27,46,446 59,49,51,185

99,56,25,497 69,28,45,780

Equity Dividend

The Board is pleased to recommend the distribution of dividend of Rs. 4/- on face value of Rs. 5/- each per share compared to Rs. 3/- each per share paid last year. The dividend tax including surcharge and education cess amounting to Rs. 59.12 lac shall be payable by the company on the said dividend.

Review of Performance

Last year was a diffcult year for the nation. India''s economic growth rate continued its downward journey to a nine year low of 6.5% for 2011-12. The impact of global crisis, high infations and interest rates and a slowdown in investment and industrial growth was felt everywhere.

The tea industry started the year with a positive note. There was robust demand for quality teas with improved realization. However, the production was down in India as well as all major tea producing countries. The company''s policy initiatives to concentrate on quality paid rich dividend. In order to make best quality teas, it sacrifced its own crop in Assam and Dooars and did not venture out for outsourced leaf in big way, to maintain its quality standards. The following factors contributed effectively for the improved working of the company:

a) There was marked improvement in quality and the market sentiment for tea was positive.

b) Higher price realization per unit compensated more than the loss of production.

c) The performance of Sugar unit was better with improved realization and effective working capital management.

The negative factors were:

a) Higher infation and interest rates with volatile rupee/dollar exchange rate.

b) Substantial reduction in crop of Upper Assam and Dooars

c) Burden of forex volatility on cost of import of raw materials for the fertiliser unit at Khardah.

Tea Estates

As per the new methodology adopted by Tea Board of India, for calculating fgures of production, all India crop was 1112 mn. Kg. during the year 2012 as against 1116 mn.kg. in previous year. Drought in the Assam valley and unfavourable weather in Dooars resulted in crop loss in that region. Cachar experienced favourable growing conditions and production was ahead than last year.

Your company laid emphasis on improving quality standards to command premium in the market. It sacrifced its crop and produced 206.60 lac kg. during 2012-13 against 237.60 lac kg. in 2011-12. The own crop was down by 9.9%, i.e. 171.47 lac kg. against 190.34 lac kg. last year. The bought leaf production was reduced by 12.1% from 47.26 lac kg. to 35.16 lac kg. for improving quality of all tea estates.

The lack of carry forward stock at the start of the season in North India resulted in strong opening levels for CTC. Production shortfall during the year ensured strong demand throughout the season. Quality teas in North India recorded maximum gains. Medium categories also recorded gains following strong internal enquiry. Plainer categories met with export and internal enquiry and recorded sharp increases.

The overall price realization of your company was higher by Rs. 41/- per kg., with Darjeeling up by Rs. 101/- per kg. Assam up by Rs. 58/- per kg., Cachar and Dooars by Rs. 31/- per kg. and South India by Rs. 18/- per kg.

Your tea estates continue to follow the up-to-date feld practices, to improve upon the quality standards. The age profle of bushes of tea has improved as a result of ongoing uprooting & replanting / rejuvenation of old bushes. The tea factories are renovated with latest machines to save on cost of production.

The Jay Shree Chemicals & Fertilisers, Khardah

Under Nutrient based subsidy policy, the Government of India reduced subsidy on P&K fertilisers. The subsidy on SSP was lowered from Rs. 5559/- per MT last year to Rs. 3673/- per MT in the current year. With volatility in rupee/dollar exchange rate, the cost of raw materials went up which was diffcult to be absorbed in the market. Both these factors had a major impact on sale of all phosphatic fertilisers in the country and affected the unit adversely.

The fgures of production and despatches are as under :

Production Despatch (M.T.) (M.T.)

2012-13 2011-12 2012-13 2011-12

Single Super Phosphate 62959 82994 58342 93539

Sulphuric Acid 46705 48500 31976* 23140 *

(*15564 [Previous year 24077] Captive Consumption)

The Jay Shree Chemicals & Fertilisers, Gurgaon

During the year production and sale of Sulphuric Acid and Oleum was marginally lower. With the reduction in raw material prices, there was improvement in the proftability for the year.

The fgures of production and despatches are as under:

The fgures of production and despatches are as under :

Production Despatch (M.T.) (M.T.) 2012-13 2011-12 2012-13 2011-12

Sulphuric Acid 26238 27498 25974 28366

Oleum 3042 3226 3015 3289

Sugar

The long standing demand of sugar industry for decontrol has been accepted by the Central Government partially as per the recommendation of the Committee under the Chairmanship of Dr. C. Rangarajan, Advisor to the Prime Minister of India. The burden to supply 10% of sugar at a discounted price has been discontinued w.e.f. 1st October, 2012. The regulated release mechanism has been abolished. These measures augur well in the long term interest of the industry. The abolition of levy sugar will reduce the cost burden and withdrawal of market release mechanism would enhance mill fexibility and help raise cash to address cane arrears, loan repayment and reduce interest costs. However, the market may pass through turbulent situation initially and may take some time to adjust to the free environment. The control on the sugarcane side i.e. pricing and area reservations etc. has been left to be decided by the respective state governments. Cane costs account for 70% of sugar and its by-product production costs. Therefore, the state government should rise to the occasion and should link the price payable to cane growers on actual sugar realization making this stable and independent of government control.

During the year, your company produced 42460 tonnes of White Sugar compared to 41688 tonnes in 2011-12. The sugarcane crushed was 491678 tonnes compared to 448414 tonnes last year. The recovery this year was 8.64% as compared to 9.30% last year due to root borer in sugarcane in the state of Bihar and continuous dense fog during most of the winter months.

Your company has achieved signifcant success in cane development in the area and we expect the crop to go up by at least 10% in the coming season with much better varietal pattern. Your company has good relations with the farmers and our agriculture teams ensure supply of good quality seeds to them which will ensure better varietal pattern in the future.

Export of Tea

A payment settlement system has been put in place for exports to Iran, which has paved the way for increased exports to this vital destination.

All India net export was at 201 million kg. as against 220 million kg. last year. There is strong demand from Russia, UK and UAE. Your company now exports teas to 29 countries in the world and exported tea worth Rs. 94.43 crore as against Rs. 77.38 crore last year.

Subsidiary Companies and consolidated fnancial statements

As per guidelines of the Ministry of Corporate Affairs (MCA), Government of India the Balance sheet, Statement of Proft & Loss and other documents of subsidiary companies North Tukvar Tea Co. Ltd., Parvati Tea Company Ltd. and offshore investment arm Birla Holdings Ltd. UAE, are not being attached with the Balance Sheet of the company. These documents are kept for inspection at the registered offce of the company and those of respective subsidiary companies. Any member interested to obtain copy of the same may write to the Company separately. These documents shall be made available either in physical form or electronic mode as per Green Initiative of the MCA. The consolidated fnancial statements presented by the company include the fnancial results of its subsidiary companies as per the requirement of listing agreement with Stock Exchanges.

Birla Holdings Ltd. (BHL), as a wholly owned subsidiary of the company in Dubai (UAE), Kijura Tea Co. Ltd. and Bondo Tea Estates Ltd., Uganda are subsidiaries of BHL. Kijura Tea Estate owned by these companies manufactured 14.93 lac kg. of made tea against 14.10 lac kg. last full year. The average sale price realized was $ 1.80 per kg. against last year US $ 1.54 per kg. During the year the company recorded operating proft of US $ 375 thousand (INR 203.44 lac) on sales turnover of US$ 2.58 mn.(INR 1403.72 lac) as against last year proft of US$ 290 thousand on sales turnover of US$ 2.19 mn.(INR 1113.31 lac).

Tea Group Investment Co. Ltd. (TGIC), Dubai, a joint venture company with Rwanda Mountain Tea SARL, Rwanda, in East Africa owning 60% stake in Mata Tea Co. Ltd., & Gisakura Tea Co. Ltd. manufactured 37.44 lac kg. of tea during 2012 and the average realization was US $ 2.88 per kg. for Mata and US $ 2.42 per kg. for Gisakura.

Mata Tea Co.Ltd. declared dividend of 60% of its retained proft and Gisakura Tea Co. Ltd. declared dividend of 40% of its retained proft for the year 2012.

Corporate Governance

A separate report on corporate Governance is enclosed as a part of this Annual Report. A certifcate from the Auditors of the Company regarding compliance with Corporate Governance norms stipulated in clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

The declaration by the Managing Director stating that all the Board members and Senior Management personnel have affrmed their compliance with the Company''s Code of Conduct for the year ended 31st March 2013 is forming part in this Annual Report.

Corporate Social Responsibility

The Companies Bill 2012 as passed by the Lok Sabha provides for specifc provisions for spending on corporate social responsibility. It stipulates expenditure of 2% of the average proft of past three years on CSR activities. The Bill further requires the Board to give a note on such activities in its reports and in the event of shortfall, reasons therefor. "BIRLA GROUP" is well known for its contribution to the society in the sphere of education, art and culture, sports activities since several decades.

Following the same, your company has carried out in its social responsibility in the following ways:

- Setting up of an English medium high school at Guwahati, Assam with world class infrastructure.

- Providing assistance for setting up schools in adjoining areas of its operation.

- Assistance to self help centres for vocational training programmes.

- Setting up of fully equipped hospitals with experienced doctors providing specialized medical treatment in its tea estates to provide beneft to the people of local area.

- Holding of medical camps for sterilization, child immunization etc. in the rural areas.

- To create pollution free environment in its areas of operation.

- Afforestation/vegetation on non-tea areas.

- Setting up and maintenance of the places of worships by the members of all communities.

- Financial assistances to sports club.

- Providing computer education via special classes to workers children in estates at primary and middle school level.

Prospects

The 2013 season augurs well for tea prices both Orthodox and CTC with better quality teas likely to fetch further premium. Negative carry forward of old season stock into the new season will ensure strong markets. The quality initiatives taken by the company has resulted in best quality Assam and Darjeeling teas being made available, which has been appreciated by the market as is evident from the price realization.

In fertilisers the market is likely to stabilize at the price levels of SSP after reduction in subsidy. It is abundantly clear that the government is not going to increase any subsidy in near future. The company has taken steps to improve volumes with reduction in cost. This should improve the working of the unit.

Thus barring unforeseen circumstances, the company is expected to strengthen its proftability in coming years.

Directors'' Responsibility Statement

Your Directors would like to inform members that the audited accounts containing the fnancial statements for the year 2012-13 are in conformity with the requirements of the Companies Act and they believe that the fnancial statements refect fairly the form and substance of transactions carried out during the year and reasonably present the Company''s fnancial condition and results of operations. The Statutory Auditors, M/s. Singhi & Co., Chartered Accountants, Kolkata have audited these fnancial statements.

Based on the same, your Directors further confrm that according to their information:

I. In the preparation of the annual accounts, applicable accounting standards have been followed and there are no material departures;

II. The accounting policies are consistently followed and applied to give a true and fair view of the state of affairs of the Company;

III. Proper and suffcient care has been taken for the maintenance of accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company ;

IV. The annual accounts have been prepared on a going concern basis.

The Company''s Internal Auditors have conducted periodical audits to provide reasonable assurance that the Company''s established policies and procedures have been followed.

The Audit Committee constituted by the Board meets at regular intervals to review internal control and fnancial reporting system.

Business Responsibility Report (BR)

In terms of new clause 55 of the Listing Agreement, listed entities shall submit as part of their Annual Reports, Business Responsibility Reports, describing the initiatives taken by them from an environmental, social and Governance perspective. Accordingly, BR Report on environment, human resources and principle wise performance form part of the management discussion and analysis report.

Appreciation

The Board wishes to place on record its sincere appreciation of the efforts put in by your company''s workers, staff and executives for achieving good results under diffcult conditions.

Particulars of employees

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) rules, 1975 forms part of this report. However, as per Section 219(i)(b)(iv) of the Companies Act, 1956, this report together with the accounts are being sent to all the shareholders of the Company excluding the Section 217(2A) statement. Any shareholder interested in obtaining the copy of the said statement may write to the Secretary at the Registered Offce of the Company.

Deposits

None of the deposits, which were due for payment, remained unpaid as on 31.3.2013. In view of the high rate of interest the company and management has discontinued its scheme for acceptance of fxed deposits.

Disclosure of particulars with regard to conservation of energy etc.

Necessary information as required by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, for conservation of energy, technology absorption and foreign exchange earnings and outgoings is presented in Annexure to this Report.

Cost Audit

The cost accounts maintained by the company in respect of plantation products, chemicals & fertiliser units and sugar unit is audited by reputed frms of Cost Accountant appointed with the approval of the Ministry of Corporate Affairs.

Insurance

Adequate insurance cover has been taken for properties of the company including buildings, plant and machineries and stocks against fre, earthquake and other risks as considered necessary.

Directors

Pursuant to the provisions of Article 92 of the Articles of Association of the Company, Shri B.M.Khaitan and Shri S.S.Kothari retire by rotation and being eligible, offer themselves for re-election. Your Directors commends the reappointments.

Auditor''s Report & Accounts

All other notes to the Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

Regarding auditors emphasis in their report, it is clarifed that the carry forward of MAT credit entitlement for Rs. 45.65 lac (net) and deferred tax assets of Rs. 112.78 lac (net) recognised during the year is based on the estimate of future taxable income of the company which is to be realised based on proft available in future years. Further, non-provision of diminution in value of investment, advances and security deposits given to a subsidiary is because of the reason that the investment is of long term and strategic in nature.

Auditors

Messrs Salarpuria Jajodia & Co. Chartered Accountants, Branch Auditors, retire at the forthcoming annual general meeting and have expressed their unwillingness to act as such from the year 2013-14. Messrs Singhi & Co., Chartered Accountants, Auditors of the Company retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment for company as a whole for the year 2013-14 which we recommend.

For and on behalf of the Board

Kolkata B.K.Birla

Dated, the 6th May, 2013 (Chairman)

Mar 31, 2012

The present the 66th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2012. 31st March 31st March

Financial Results 2012 2011

(Rs) (Rs) Gross Profit for the year 35,46,81,306 65,77,19,206 Add:

i. Balance brought forward from previous year 54,96,35,272 46,23,64,478

ii. MAT credit entitlement (Net) - 52,90,914

iii. Deferred Tax Assets 1,15,96,517 3,50,11,639

91,59,13,095 116,03,86,237

Deduct:

i. Gratuity 3,17,16,279 2,57,37,323

ii. Depreciation 14,98,33,026 11,52,07,198

iii. Provision for taxation Current Tax 3,85,00,000 9,40,00,000

Earlier year (Net) (-) 4,05,246 -

iv. MAT credit entitlement reversal (Net) 34,23,256 -

22,30,67,315 23,49,44,521

Profit available for appropriation 69,28,45,780 92,54,41,716

We recommend that the above amount be dealt with as under:

A)i) Proposed Dividend on Equity shares 6,52,25,274 6,52,25,274

ii) Tax (including surcharge & education cess) 42,32,468 1,05,81,170 @16.2225% on proposed dividend (40% of Dividend amount)

B) Dividend Tax related to earlier years (2,15,63,147) -

C) Transfer to General Reserve 5,00,00,000 30,00,00,000

D) Balance carried forward to next year 59,49,51,185 54,96,35,272

69,28,45,780 92,54,41,716

Equity Dividend

The Board is pleased to recommend the distribution of dividend of Rs 3/- on face value of Rs 5/- each per share as same was paid last year. The dividend tax including surcharge and education cess amounting to Rs 42.32 lac shall be payable by the company on the said dividend.

Review of performance

The year 2011-12 witnessed a turbulent business environment that moderated growth. The year started with optimism but as it progressed, there were challenges of inflation, decelerating growth and worsening investment climate which adversely impacted consumer sentiments. The global economic environment was confronted with geo-political instability, Euro zone sovereign debt crisis, fluctuating global commodity prices etc. All these factors had an impact on the working of your company and the results are depressed because of:

1. Lower crop in South India, Cachar, Assam, & Dooars tea estates.

2. Assam prices down by Rs 7/- per kg. and Dooars & Terai by Rs 4/- per kg.

3. Industry-wise wage agreements resulting in steep hike in cost of Lab our and inflationary pressure on other inputs like coal, oil and fertilizer raising the cost of production by Rs 12/13 per kg.

4. Very high volatility in Rupee-Dollar exchange rate thereby increasing the cost of borrowings.

Tea Estates

India produced crop of 988 million kg. during the year 2011 as compared to 967 million kg. in previous year. This was due to higher crop in Assam and Darjeeling. On the global front, the crop was lower compared to previous year because of short fall in Kenya, Malawi and Sri Lanka.

Your company produced 237.60 lac kg. during 2011-12 against 241.42 lac kg. in 2010-11, out of which own crop was 190.34 lac kg. against 196.89 lac kgs last year. Assam, Terai and South India witnessed lower crop due to unfavorable weather, whereas the crop in Darjeeling and Cachar was higher

The all India average tea price which peaked in middle of last year weakened later on with market becoming selectively buoyant for better teas. Darjeeling prices were firm and were higher by around Rs 70/- per kg. The Orthodox variety of tea lost its market sheen as the problem with Iran payment continued due to U.S. trade embargo. The lower auction prices and higher liabilities on account of wage revision impacted the profitability of the company. However, quality tea performed well with strong support from both domestic and international market. Your company is laying emphasis on improving quality standards to command premium in the market.

Your tea estates continue to follow the up-to-date field practices, to improve upon the quality standards. The age profile of bushes of tea has improved as a result of ongoing uprooting & replanting / rejuvenation of old bushes. The tea factories are renovated with latest machines to save on cost of production.

Your tea estates continue to maintain stringent control under quality management system and have taken precautions to ensure strict conformity with various norms to market the tea under various retail chain in India and abroad.

Various measures have been taken to ensure hygiene in all its work places.

The Jay Shree Chemicals & Fertilizers, Khardah:

The Nutrient Based Subsidy Scheme introduced by the Government of India earlier on all phosphatic fertilizers au- gurs well for the industry. However, to reduce the subsidy burden on the government, the adhoc measures are being taken by the Ministry of Fertilizers by mopping up subsidy on stock affecting the working of such units adversely.

The market acceptability of free pricing is taking time to adjust to real situation. The raw material prices are on the rise with volatility in rupee/dollar exchange rate and it is difficult for the industry to pass on these to the consumer.

The figures of production and dispatches are as under :

Production Dispatches

(M.T.) (M.T.)

2011-12 2010-11 2011-12 2010-11

Single Super Phosphate 82994 94154 93539 93675

Sulphuric Acid 48500 46002 23140 * 20928 *

(* 24077 {previous year 26154 } Captive Consumption)

The Jay Shree Chemicals & Fertilizers, Gurgaon

The margins on Sulphuric Acid remained under pressure due to competition from nearby smelter plant.

The unit started manufacturing Oleum, which helped in capacity utilization to some extent.

The figures of production and dispatches are as under :

Production Dispatches

(M.T.) (M.T.) 2011-12 2010-11 2011-12 2010-11

Sulphuric Acid 27498 30126 28366 29812

Oleum 3226 403 3289 301

Sugar

The sugar industry's long standing demand of deregulation is under the active consideration of the government. A Committee under the Chairmanship of Dr. C. Rangarajan, Advisor to the Prime Minister of India has been con- situated to submit its report on decontrol. The recent shifting of sugar under OGL from quota system earlier is the first step in this direction of decontrol. Since India is the largest sugar consumer in the world, deregulation would be in the interest of all stakeholders - growers, millers and consumers as it would reduce the cyclic impact and minimize the interference of government. Now that, when every industry has to operate in global environment, it is imperative that they get level playing field with other countries. With growth in consumption, sugar prices should improve gradually.

Export of Tea

All India net export was lower at 187 million kg. as against the revised figure of 222 million kg. (193 million kg. an- nounced earlier) last year despite largest ever export to Pakistan. There was strong demand from Russia, UK and UAE which is likely to continue. Due to US trade sanction on Iran, the trade between India and Iran continued to be depressed. Your company exported tea worth Rs 84.93 crore (including tea worth Rs 7.55 crore procured and shipped from abroad) as against Rs 84.31 crore last year.

Subsidiary Companies and consolidated financial statements

As per the guidelines of the Ministry of Corporate Affairs, (MCA), Government of India the Balance sheet, Profit & Loss Account and other documents of subsidiary companies North Tukvar Tea Co. Ltd., Parvati Tea Company Ltd. and offshore investment arm Birla Holdings Ltd. UAE, are not being attached with the Balance Sheet of the company. These documents are kept for inspection at the registered office of the company and those of respective subsidiary companies. Any member interested to obtain copy of the same may write to the Company separately. These documents shall be made available either in physical form or electronic mode as per Green Initiative of the MCA. The consolidated financial statements presented by the company include the financial results of its subsidiary companies as per the requirement of listing agreement with Stock Exchanges.

Birla Holdings Ltd. (BHL), as a wholly owned subsidiary of the company in Dubai (UAE), Kijura Tea Co. Ltd. and Bondo Tea Estates Ltd., Uganda are subsidiaries of BHL. Kijura Tea Estate owned by these companies manufactured 14.10 lac kg. of made tea against 13.30 lac kg. last full year. The average sale price realized was $ 1.54 per kg. against last year US $ 1.71 Per kg. During the year the company recorded operating profit of US $ 290 thousand (INR 147.64 lac) on sales turnover of US $ 2.19 Mn. (INR 1113.31 lac)

Tea Group Investment Co. Ltd. (TGIC), Dubai, a joint venture company with Rwanda Mountain Tea SARL, Rwanda, in East Africa owning 60% stake in Mata Tea Co. Ltd., & Gisakura Tea Co. Ltd. manufactured 44.54 lac kg. of tea during 2011 and the average realization was US $ 2.51 per kg. for Mata and US $ 2.42 per kg. for Gisakura.

The said companies have declared dividend of 40% of its retained profit for the year 2011.

Corporate Governance

A separate report on corporate Governance is enclosed as a part of this Annual Report. A certificate from the Audi- tors of the Company regarding compliance with Corporate Governance norms stipulated in clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

Corporate Social Responsibility

Being a part of the "BIRLA GROUP" well known for its contribution to the society in the sphere of education, art and culture, sports activities and green environment, your company is fully conscious of its social responsibilities. In all its tea estates, fertilizer factories and sugar mill it has adopted specific policies for proper waste management, clean and pollution free environment, health and safety of its workers and affordable education for all. The company has fully equipped hospitals with experienced doctors who provides specialized medical treatment not only to the garden workers, but also to the people of neighboring tea estate(s) and other places. It has been holding medical camps for sterilization, child immunization etc. in the rural areas of its estate and factories.

The Company has helped many sports clubs by providing them financial assistance to develop and maintain play- field areas. Many schools/educational institutions have been set up or helped financially to provide for affordable education in the areas of their operation.

Sarala Birla Gyan Jyoti, set up by the company at Guwahati, Assam is considered to be one of the best schools in north eastern region and is providing value for money to around 1800 children on its roll. The world class infra- structure of the school provides for all round development of a child. Similar campus are being set up at Sil char and Jorhat to provide quality education to the members of planting community and general people of nearby areas.

The company has modern effluent treatment plant at its fertilizer factories to provide for pollution free environment. The company has carried out a forestation/vegetation on large scale in all its tea estates and factories to maintain ecological balance.

Setting up and maintenance of the places of worship by the members of all communities, to help out community development programmers', to provide assistance to self help centers for vocational training programmers etc. are the regular features of the company's social initiatives.

Prospects

Notwithstanding the current economic environment, there are strong reasons to be bullish on the country's long term growth potential. Favorable demographics, a large growing middle class with increasing disposable incomes support a strong consumption story. In tea segment, the new year has commenced well with prices firming up for select varieties of tea. Your company's tea is attracting premium over the auction averages.

The lower carry over stock year after year, robust domestic demand and pressure on supply chain is likely to keep the prices of teas at remunerative levels in years to come. Increasing consumption of tea, particularly in developing countries with increasing per capita income, along with constrained supply of land to grow tea should result in an upward bias to the prices in years to come. It is evident from the market trends of last few years that the quality tea will always command premium over that of inferior quality. Tea prices are currently ruling higher by Rs 25/30 per kg. as compared to same period last year. Your company's tea estate should improve its realization for the whole year by Rs 20/- per kg. for the improved quality standard. Your company has been continuously investing to upgrade in field and factories for raising the yields and improving the quality. However, being a lab our intensive industry with no action on the part of the government for sharing social cost, the Indian tea industry is less competitive in international arena.

The nutrient based subsidy scheme of government for the phosphatic fertilizer, continuous up gradation of plants, sustainable marketing efforts, improvement in productivity augurs well for the future of fertilizer plants of the company.

Your company focuses on enhancing shareholders value and looks beyond immediate opportunities by executing expansion plans in Africa in tea segments and in India by acquiring a sugar mill. These acquisitions have been made with long term relevance. There are challenges, which in short term, will moderate growth due to inflation, high interest rates, depreciating rupee, delays in policy initiatives to boost investment and capital in flows. These factors are likely to affect the performance of your company.

Directors' Responsibility Statement

Your Directors would like to inform members that the audited accounts containing the financial statements for the year 2011-12 are in conformity with the requirements of the Companies Act and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operations. The Statutory Auditors, M/s. Singhi & Co., Chartered Accountants, Kolkata have audited these financial statements.

Based on the same, your Directors further confirm that according to their information:

I. In the preparation of the annual accounts, applicable accounting standards have been followed and there are no material departures;

II. The accounting policies are consistently followed and applied to give a true and fair view of the state of affairs of the Company;

III. Proper and sufficient care has been taken for the maintenance of accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company ;

IV. The annual accounts have been prepared on a going concern basis.

The Company's Internal Auditors have conducted periodical audits to provide reasonable assurance that the Company's established policies and procedures have been followed.

The Audit Committee constituted by the Board meets at regular intervals to review internal control and financial reporting system.

Appreciation

Good relations were maintained at all the estates and other units of the company. The Company places on record its deep appreciation for the loyal services of its workforce and employees at all levels, who have contributed to the efficient operation and management of the Company. Your Directors also wish to place on record their appreciation for the co-operation and help received from bankers, financial institutions, the Tea Board authorities and the shareholders.

Particulars of employees

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) rules, 1975 forms part of this report. However, as per Section 219(i)(b)(iv) of the Companies Act, 1956, this report together with the accounts are being sent to all the shareholders of the Company excluding the Section 217(2A) statement. Any shareholder interested in obtaining the copy of the said statement may write to the Secretary at the Registered Office of the Company.

Deposits

None of the deposits, which were due for payment, remained unpaid as on 31.3.2012 Disclosure of particulars with regard to conservation of energy etc.

Necessary information as required by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, for conservation of energy, technology absorption and foreign exchange earnings and outgoings is presented in Annexure to this Report.

Cost Audit

The cost accounts maintained by the company in respect of plantation products, chemicals & fertilizer units and sugar unit is audited by reputed firms of Cost Accountant appointed with the approval of the Ministry of Corporate Affairs.

Insurance

Adequate insurance cover has been taken for properties of the company including buildings, plant and machineries and stocks against fire, earthquake and other risks as considered necessary.

Directors

Pursuant to the provisions of Article 92 of the Articles of Association of the Company, Shri B.K.Birla and Shri G.P.Goenka retire by rotation and being eligible, offer themselves for re-election.

Subject to the approvals of the shareholders in the ensuing Annual General Meeting, Shri Vikash Kandoi was ap- pointed by the Board as Whole time Director designated as Executive Director of the company w.e.f. 1.4.2012. The term of appointment of Shri D.P.Maheshwari as the Managing Director is expiring on 26th June, 2013. Considering his satisfactory performance, the Board of Directors in their meeting held on 30th May 2012, reappointed him as the Managing Director for a further term of 3 years w.e.f. 27.6.2013. Approval of the members to the said appointment and reappointment as also to the remuneration payable to the Whole time Director and the Managing Director will be sought at the ensuing Annual General Meeting.

Auditor's Report & Accounts

The observations made by the Auditors in their Report have been clarified in the relevant notes forming part of the Accounts, which are self-explanatory. Schedule VI of the Companies Act, 1956 has been revised by the Ministry of Corporate Affairs vide its Notification dated February 28, 2011. The notification is in force and is applicable for all Balance Sheets and Statement of Profit and Loss to be prepared for the financial year commencing on or after April 1, 2011. Therefore, the previous period figures have been regrouped/recast wherever necessary.

The notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

Auditors

Messrs Singhi & Co., Chartered Accountants, Auditors of the Company and Messrs Salarpuria Jajodia & Co., Chartered Accountants, Branch Auditors of Sungma, Singbulli, Balasun and Marionbarie Tea Estates of the company, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment for the year 2012-13 , which we recommend.

For and on behalf of the Board

Kolkata, B.K.Birla

Dated : the 30th May, 2012 (Chairman)

Mar 31, 2011

Dear Shareholders,

We present the 65th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2011. The Scheme of Amalgamation and demerger: The Company has amalgamated its subsidiary M.R Chini Industries Ltd. (MPCIL), having a sugar mill of 5000 TCD at Majhaulia in the State of Bihar w.e.f. 1.10.2010, the start of sugarseason. Further the Parvati Tea Factory at Makum, Tinsukia, Assam stands demerged from its subsidiary Parvati Tea Co. Ltd. (PTCL) and amalgamated with the Company w.e.f. 1st April, 2010. Similarly the long term investments held by the company under strategic investment division with corresponding reserves shall stands transferred to and vest in PTCL w.e.f. 1st April 2010. In terms of the scheme, the company shall issue and allot to the members of MPCIL three (3) equity shares of Rs.5/- each for every one (1) equity share of Rs.10/ each held in the said company.

Similarly, PTCL shall issue and allot 5,00,000 equity shares of Rs.10/- each valued at Rs.50,00,000/- (Rupees fifty lac only) and demerge its Parvati Tea factory for its amalgamation with the company in consideration of the value of long term strategic investment being transferred to them. The Scheme of Amalgamation and Arrangement is expected to strengthen the position of the company and should have beneficial results for the shareholders, employees and all concerned. The financial results of the company after giving effect to the said Scheme for the year ended 31st March 2011 are enumerated below and hence not comparable with the figures of the previous year.

Financial Results 31st March, 31st March, 2011 2010 [Rs.] [Rs.]

Gross Profit for the year 65,77,19,206 78,41,37,184 Add:

i. Balance brought forward 46,23,64,478 21,97,71,900 from previous year

ii. MAT credit entitlement (Net) 52,90,914 3,54,10,443

iii. Deferred Tax Assets 3,50,11,639 -

116,03,86,237 103,93,19,527

Deduct:

i. Gratuity 2,57,37,323 1,91,35,000

ii. Depreciation 11,52,07,198 7,80,67,935

iii. Provision for taxation 9,40,00,000 9,00,00,000

iv. Deferred Tax Liability - 1,53,09,883

23,49,44,521 20,25,12,818

Profit available for appropriation 92,54,41,716 83,68,06,709

Financial Results 31st March, 31st March, 2011 2010

[Rs.] [Rs.]

We recommend that the above amount be dealt with as under:

A) i) Proposed Dividend 6,52,25,274 6,52,25,274 on Equity shares

ii) Tax (including surcharge 1,05,81,170 1,08,33,103 & education cess) @ 16.2225% on proposed dividend

B) i) Reversal of dividend for - (13,81,380)

2008-09 related Shares held in Trust

ii) Dividend Tax w/back for - (2,34,766) 2008-09 related shares held in Trust

C) Transfer to General Reserve 30,00,00,000 30,00,00,000

D) Balance carried forward to 54,96,35,272 46,23,64,478 next year _

92,54,41,716 83,68,06,709

Equity Dividend

The Board is pleased to recommend the distribution of dividend of Rs.3/- on face value of Rs.5/- each per share compared to Rs.6/- paid on the face value of Rs.10/- each paid last year. The dividend tax including surcharge and education cess amounting to Rs.105.81 lac shall be payable by the company on the said dividend.

Review of Performance

As compared to the previous year, the result for the current year is less favourable as:

1. Lower crop in South India, Terai & Dooars Tea estates

2. Price realization of Cachar and South India down by around Rs.10/- per kg. and that of Dooars & Terai by Rs.6/- per kg. and 60% of your company's produce comprises of the said teas.

3. Increase in cost of coal, oil and fertilizer and rise in labour costs resulting in higher cost of production by around Rs.5/- per kg.

Tea Estates

India produced lower crop of 967 mn. Kgs. in the year 2010 as compared to 979 mg.kg. previous year. This was due to lower crop in Assam, Cachar Darjeeling and South India. The crop of Dooars & Terai was higher than last year. The favourable weather conditions in Kenya and Sri Lanka resulted in higher world crop by around 100 mn.kgs.

Your company produced 241.42 lac kg. during 2010-11 against 233.40 lac kg. during 2009-10, out of which own crop 196.89 lac kg. against 200.55 lac kgs last year. There was higher crop in Assam & Cachar gardens while Terai, Dooars and South India witnessed lower crop due to unfavourable climatic condition. The all India average tea price which peaked in middle of the year softened at the year end for Assam Dooars and Darjeeling with Cachar and South Indian prices going below the previous year's prices.

The year 2010 started with low carry forward stock. All India production was down by 12 mn. kg. Added to this, the pressure of domestic demand is mounting up on supply line. This should help in better and improved realizations for tea in years to come. Your company lays emphasis on quality tea, which is well received and appreciated by domestic and international market.

Your tea estates continue to follow the up-to-date field practices, to improve upon the quality standards. The age profile of bushes of tea has improved as a result of ongoing uprooting & replanting / rejuvenation of old bushes. The tea factories are renovated with latest machines to save on cost of production.

Your tea estates continue to maintain stringent control under quality management system and have taken precautions to ensure strict conformity with various norms to market the tea under various retail chain in India and abroad. Various measures have been taken to ensure hygiene in all its work places.

The Jay Shree Chemicals & Fertilisers, Khardah:

The Nutrient Based Subsidy (NBS) Scheme implemented by the Government of India for all phosphatic fertilizers from April 2010 has helped the superphosophate industry in reviving its fortune. The upswing in raw material prices is always a cause of concern. However, with decontrol, this should be absorbed by MRP of Single Supher Phosphate from time to time. To keep the cost under check, various measures taken by the company for inventory control etc. has started yielding results. We have undertaken sustainable marketing plan to develop our relationship with the customers on long term basis. The figures of production and despatches are as under :

Production Despatches (M.T.) (M.T.) 2010-11 2009-10 2010-11 2009-10

Single Super Phosphate 94154 76256 93675 58034

Sulphuric Acid 46002 11115 20928* 6628*

{* 26154{previous year 4711} Captive Consumption}

The Jay Shree Chemicals & Fertilisers, Gurgaon

The production and sale of the unit improved compared to that of the previous year and the profitability was satisfactory. For better marketing, the company commissioned Oleum plant in March 2011 full year production of which should be available from current year. The market is facing stiff competition due to over supply of suplhuric acid being by-product of nearby smelter units which is hampering the sale.

During the year the unit manufactured 30126 M.T of sulphuric acid compared to 28048 M.T. of Sulphuric acid last year and sold 29812 M.T. compared to 28208 M.T. last year. The unit produced 403 M.T. of Oleum and dispatched 301 M.T. of Oleum during the year.

Export of Tea

All India export was slightly lower at 193 mn.kg as against 196 mn. kg. last year. There were strong demand from Russia, UK and UAE during 2010 which is likely to continue. Due to financial imbargo on Iran, the trade between India and Iran was affected. The Government of India is working on the modalities to be devised for streamlining the payment problem with Iran which should stabilize trade with Iran again. The stable currency helped in better price realization for teas. Your company increased its export to Rs.84.31 crore as against Rs.76.57 crore last year.

Subsidiary Companies and consolidated financial statements :

In terms of the circular issued by the Ministry of Corporate Affairs, (MCA), Government of India the Balance sheet, Profit & Loss Account and other documents of subsidiary companies North Tukvar Tea Co. Ltd., Parvati Tea Company Ltd. and offshore investment arm Birla Holdings Ltd. UAE, are not being attached with the Balance sheet of the company. These documents are kept for inspection at the registered office of the company and that of respective subsidiary companies. Any member who are interested to obtain copy of the same may write to the company separately. These documents shall be made available either in physical form or electronic mode as per Green Initiative of the MCA.. The consolidated financial statements presented by the company include the financial results of its subsidiary companies as per the requirement of listing agreement with Stock Exchanges. M.R Chini Industries Ltd., a 100% subsidiary has been amalgamated with the company w.e.f. 01.10.2010. Birla Holdings Ltd. (BHL), a wholly owned subsidiary of the company in Dubai (UAE) invested funds and acquired 100% stake in Kijura Tea Co.Ld. and

Bondo Tea Estates Ltd., Uganda. Kijura Tea Estate owned by these companies manufactured 13.30 lac kgs. of made tea in 11 months period against 12.84 lac kg. last full year. The average sale price realized was $ 1.71 per kg. against last year US $ 1.74 Per kg. During the year the company recorded a net profit of Indian Rs.276.92 lac on sales turnover of Rs.1137.33 lac.

Tea Group Investment Co. Ltd. (TGIC), Dubai, a joint venture company with Rwanda Mountain Tea SARL, Rwanda, in East Africa owning 60% stake in Mata Tea Co.Ltd., & Gisakura Tea Co. Ltd. manufactured 28.30 lac kgs.. of tea during 2010-11 and the average realization was US $ 2.64 per kg. for Mata and US $ 2.60 per kg. for Gisakura. The share of profit related to your company has been kept at Rwanda for payment of the instalment for consideration value and capex required for upgradation of the field and factories.

Corporate Governance

A separate report on corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company regarding compliance with Corporate Governance norms stipulated in clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

Corporate Social Responsibility:

Being a part of the "BIRLA GROUP" well known for its contribution to the society in the sphere of education, art and culture, sports activities and green environment, your company is fully conscious of its social responsibilities. In all its tea estates, fertilizer factories and sugar mill it has adopted specific policies for proper waste management, clean and pollution free environment, health and safety of its workers and affordable education for all. The company has fully equipped hospitals with experienced doctors who provides specialized medical treatment not only to the garden workers, but also to the people of neighbouring tea estate(s) and other places. It has been holding medical camps for sterilization, child immunization etc. in the rural areas of its estate and factories.

The company has helped many sports club by providing them financial assistance to develop and maintain playfield areas. Many schools/educational institutions have been set up or helped financially to provide for affordable education in the areas of their operation.

Sarala Birla Cyan Jyoti, set up by the company at Guwahati, Assam is considered to be one of the best schools of north eastern region and is providing value for money to around 1700 children on its roll. The world class infrastructure of the school provides for all round development of a child. The similar campus is being set up at Silchar and Jorhat to provide quality education to the members of planting community and general people of nearby areas.

The company has modern effluent treatment plant at its fertilizer factories to provide for pollution free environment. The company has carried out afforestation/vegetation on large scale in all its tea estates and factories to maintain ecological balance.

Setting up and maintenance of the places of worship by the members of all communities, to help out community development programmes, to provide assistance to self help centres for vocational training programmes etc. are the regular features of the company's social initiatives.

Prospects

The shortfall in world crop was neutralized by higher crop of around 100 mn.kg. in Kenya and Sri Lanka. Due to unfavourable climate and pest attack in Upper Assam, the crop in India was down thereby adding to the domestic shortfall of the previous year. The lower carry over stock year after year, robust domestic demand and pressure on supply chain is likely to keep the prices of teas at remunerative levels in years to come. It is evident from the market trends of last few years that the quality tea will always command premium over non-quality. Your company has been continuously investing to upgrade in field and factories for raising the yields and improving the quality. However, being a labour intensive industry with no action on the part of the government for sharing social cost, the Indian tea industry is less competitive in international arena.

The nutrient based subsidy scheme of government for the phosphatic fertilizer, continuous upgradation of plants, sustainable marketing efforts, improvement in productivity augurs well for the future of fertilizer plants of the company.

Due to inflationary pressure in the economy the government has kept strict control on sugar prices by not allowing exports despite high production in India and lower production in Brazil and other countries. The international prices of sugar touched record high during the year. It is a matter of time that the government will rise to the demand of the industry to decontrol it from various regulations and quotas and the sugar industry will have its right share in the commodity market.

With all these factors, we can take an optimistic long term view of the company.

Directors' Responsibility Statement

Your Directors would like to inform members that the audited accounts containing the financial statements for the year 2010-11 are in conformity with the requirements of the Companies Act and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operations. The Statutory Auditors, M/s. Singhi & Co., Chartered Accountants, Kolkata have audited these financial statements.

Based on the same, your Directors further confirm that according to their information:

I. in the preparation of the annual accounts, applicable accounting standards have been followed and there are no material departures;

II. the accounting policies are consistently followed and applied to give a true and fair view of the state of affairs of the Company;

III. proper and sufficient care has been taken for the maintenance of accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company;

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

The Company's Internal Auditors have conducted periodical audits to provide reasonable assurance that the Company's established policies and procedures have been followed.

The Audit Committee constituted by the Board meets at regular intervals to review internal control and financial reporting system.

Appreciation

Good relations were maintained at all the estates and other units of the company. The Company places on record its deep appreciation for the loyal services of its workforce and employees at all levels, who have contributed to the efficient operation and management of the Company. Your directors also wish to place on record its appreciation for the co-operation and help received from its bankers, financial institutions, the Tea Board authorities and the shareholders.

Particulars of employees

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) rules, 1975 forms part of this report. However, as per Section 219(i)(b)(iv) of the Companies Act, 1956, this report together with the accounts are being sent to all the shareholders of the Company excluding the Section 217(2A) statement. Any shareholder interested in obtaining the copy of the said statement may write to the Secretary at the Registered Office of the Company.

Deposits

None of the deposits, which were due for payment, remained unpaid as on 31.3.2011.

Disclosure of particulars with regard to conservation of energy etc.

Necessary information as required by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, for conservation of energy, technology absorption and foreign exchange earnings and outgoings is presented in Annexure to this Report.

Cost Audit

The cost accounts maintained by the company in respect of plantation products, chemicals & fertilizer units and sugar unit is audited by reputed firms of Cost Accountant appointed with the approval of the Ministry of Corporate Affairs.

Insurance

Adequate insurance cover has been taken for properties of the company including buildings, plant and machineries and stocks against fire, earthquake and other risks as considered necessary.

Directors

Pursuant to the provisions of Article 92 of the Articles of Association of the Company, Shri S.KTapuriah and Shri Vikash Kandoi retire by rotation and being eligible, offer themselves for re-election.

Subject to the approvals of the shareholders in the ensuing Annual General Meeting, Smt.Jayashree Mohta was appointed by the Board as Whole time Director designated as Vice Chairperson of the company w.e.f. 1.4.2011.

Auditors' Report

The notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

Auditors

Messrs Singhi & Co., Chartered Accountants, Auditors of the company and Messrs Salarpuria Jajodia & Co., Chartered Accountants, Branch Auditors of Sungma, Singbulli, Balasun and Marionbarie Tea Estates & Majhaulia sugar mill of the company, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment for the year 2011-12, which we recommend.

For and on behalf of the Board

Kolkata, B.K. Birla

24th August, 2011 Chairman

Mar 31, 2010

We present the 64th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2010. We feel pleasure to inform you that the company has achieved new milestones surpassing its previous records of profitability. The growth in profit is mainly due to increase in production and further improvement in tea prices.

Financial Results 31st March. 31st March, 2010 2009 [Rs.] [Rs.]

Gross Profit for the year 78,41,37,184 25,95,33,753

Add: i. Balance brought forward 21,97,71,900 20,58,16,101 from previous year

ii. MAT credit entitlement 3,54,10,443 -- (incl. Rs.1,00,57,650/- for earlier years)

103,93,19,527 46,53,49,854

Deduct:

i. Gratuity 1,91,35,000 1,41,76,789

ii. Depreciation 7,80,67,935 6,76,16,360

iii. Provision for taxation 9,00,00,000 10,00,000

iv. Deferred Tax Liability 1,53,09,883 3,79,05,632

20,25,12,818 12,06,98,781

Profit available for appropriation 83,68,06,709 34,46,51,073

We recommend that the above amount be dealt with as under:

A) i) Proposed Dividend on Equity Shares 6,52,25,274 3,35,23,017

ii) Tax (including surcharge & education cess) @ 16.60875% on proposed dividend 1,08,33,103 56,97,237

iii) Dividend in respect of amalgamated company for previous year - 28,538

Financial Results 31st March, 31st March, 2010 2009 [Rs.] [Rs.]

B) Dividend Tax related to earlier Years - (1,43,69,619)

C i) Reversal of dividend for (13,81,380) 2008-09 related to shares held in Trust

ii) Dividend Tax w/back for (2,34,766) 2008-09 related to shares held in Trust

D) Transfer to General Reserve 30,00,00,000 10,00,00,000

E) Balance carried forward to next year 46,23,64,478 21,97,71,900

83,68,06,709 34,46,51,073

Equity Dividend

In view of the record profit for the current year, your directors are pleased to recommend the distribution of dividend of Rs.6/- compared to Rs.3/- per share paid last year. The dividend tax including surcharge and education cess amounting to Rs.108.33 lac shall be payable by the company on the said dividend.

Review of Performance

As compared to the previous year, the result for the current year is significantly better as

- Tea prices continued to improve and record price levels were achieved due to lower carry forward stocks, global production setbacks and growing domestic demand.

- Record crop in Assam and higher production of Dooars and South India

- Improvement in quality of Assam, Cachar, Dooars, Darjeeling and South India.

New Developments

Tea

The Company has entered into an agreement with Assam Tea Corporation Limited for purchase of green leaf of Longai & Ishabheel Tea Estates and to operate its Longai Tea Factory having a capacity to manufacture around 10 lac kg of tea per annum w.e.f. the season commencing March, 2010. The company has also entered into a Memorandum of Understanding to acquire shares of a company having a tea factory near Makum, Tinsukia, Assam with annual production capacity of around 11 lacs kg. per annum. This should help your company to increase its production by around 2 mn.kgs. from the year 2010-11.

Sugar

The company has acquired 100% stake in M.RChini Industries Ltd. having a sugar factory at Majhaulia in Bihar with a capacity of 4600 TCD, which is being enhanced to 5500 TCD. The factory has co-generation facility of 6 MW and its own sugarcane plantation of around 1000 acres. This is one of the best maintained factories in the State of Bihar and will enable the company to leverage its experience and expertise in managing agro based industries and harnessing the same for growth of all its stakeholders.

Overseas Acquisitions for Tea

The Company has entered into a joint venture agreement with Rwanda Mountain Tea SARL, Rwanda in East Africa and has formed "Tea Group Investment Company Ltd." (TGIC) at Dubai through its offshore investment arm Birla Holdings Ltd. at Dubai to acquire 60% stake in Mata Tea Co.Ltd. and Gisakura Tea Co.Ltd., Rwanda, East Africa which was owned by OCIR-THE, the Government of Rwanda. The said companies owns two tea estates namely Mata and Gisakura in Rwanda, the best quality tea producing belt in East Africa producing 4.1 mn. kgs. of tea per annum. The Government of Rwanda has recently issued the notification for allotment of the said two tea companies to TGIC and the process for acquisition shall be over within a months time.

The company has also entered into a marketing tie-up with Rwanda Mountain Tea SARL, Rwanda for the sale and marketing of around 6 mn. kgs. of tea from its existing tea estates whereby it shall utilize its international marketing network to derive better value for Rwandan teas.

Both these acquisition and tie-up shall be in long term interest of the company.

The company through its investment arm, Birla Holdings Ltd., Dubai has entered into a share purchase agreement with the owners of Kijura Tea Co. Ltd. and Bondo Tea Co Ltd., to acquire 100% stake in the said companies having tea estates producing around 1.2 mn. kgs. of tea per annum at Uganda in East Africa.

The total investment for the aforesaid acquisitions in Rwanda and Uganda is to the tune of US$ 6.5 million (equivalent to Rs.29.25 crore only) for control of around 11.3 mn. kgs. in East Africa. So, your directors feel that this investment and tie up shall be rewarding and beneficial for all the stakeholders of the company in the long run.

Tea Estates

The all India production was 979 mn.kgs. in the year 2009 as against 981 mn.kgs.in 2008. The world crop was lower at 1839 mn.kgs as against 1893 mn.kgs. in 2008. This was mainly due to prolonged drought conditions in Kenya running for the second year and inclement weather and industrial unrest reducing Sri Lankan production to lowest in the decade.

Your company produced 234 lac kgs. 2009-10 against 218.03 lac kgs. during 2008-09, out of which own crop 200.55 lac kgs. against 185.26 lac kgs. last year. The production of Assam, Dooars and South India tea estates were substantially higher due to improved agricultural practices and favourable weather.

Tea prices which firmed up in 2008 improved further in 2009 due to global production setbacks. Growing domestic demand with a static crop in India created a mismatch in the demand and supply situation. India was the beneficiary of a world crop shortage although its own crop did not decline. The all India auction average was higher by around Rs.18/-, per kgs. than 2008. Your teas price realization was also higher by around Rs.17/- per kgs. The common varieties of tea saw a sharp appreciation in prices which is normally the case when production is static or declining.

The Jay Shree Chemicals & Fertilisers. Khardah:

In early part of the year, uncertainty of the policy on subsidy by the Government of India affected all superphosphate manufacturers in the country. The Government reduced the subsidy to Rs.2000/- per M.T for Single Superphosphate with effect from 1st October 2009 and decontrolled the selling price. With other fertilizers like DAP and complex fertilizer remaining under controlled price regime, the marketing of SSP became difficult. However, the much awaited Nutrient Based Subsidy (NBS) Scheme has been announced by the Government of India recently for all phosphatic fertilizers from April 2010, so we perceive a better year ahead for the fertilizer industry. The sulphuric acid production was suspended upto December 2009 as the purchase cost was lower than the cost of production.

The figures of production and despatches are as under:

Production Despatches (M.T.) (M.T.)

2009-10 2008-09 2009-10 2008-09 Single Super

Phosphate 76256 64795 58034 58535

Sulphuric Acid 11115 48324 6628* 29544*

{* 4711 {previous year 19052 } Captive Consumption}

The Jay Shree Chemicals & Fertilisers, Gurgaon

The production and sale of the unit improved compared to that of previous year and the profitability was satisfactory. For better marketing, the company is exploring opportunities in the area of new S02 based product, whereby it can achieve full capacity of 33000 M.T.

During the year the unit manufactured 28048 M.T. of sulphuric acid compared to 25759 M.T. last year and sold 28208 M.T. compared to 26372 M.T. last year.

Export of Tea

Indian tea exports at the end of 2009 stood at 192 mn.kgs. compared to the revised figure of 203 mn.kgs. exported in 2008. However, the unit realization improved with weaker rupee and higher global prices. There were higher despatches to Iraq , Russia and Afghanistan. However, exports to Egypt, Iran, UAE and UK declined during the year.

The FOB value of exports of your company stand at Rs.76.57 crore as against last year figure of Rs.65.01 crore.

Subsidiary

As per requirements of Clause 32 of the Listing Agreement, the Consolidated Financial Statements of the subsidiaries North Tukvar Tea Company Ltd. and Birla Holdings Ltd., are annexed to the Annual Report.

Corporate Governance

A separate report on corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company regarding compliance with Corporate Governance norms stipulated in clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

Prospects

The early cropping pattern in Kenya and Sri Lanka indicates higher crop in both the countries. In India, the trend is also positive. This should make the supply situation comfortable than the last year. However, with increase in domestic consumption every year by 2% and worldwide demand, the increase in quantity is likely to be absorbed easily. With virtually no carry forward stock, price levels are expected to remain attractive. Efforts are being made to maintain and improve quality as the consumers shall be reluctant to compromise on this. Keeping in view its recent acquisition in India and abroad for tea and sugar, your company is looking ahead with a great deal of optimism and development in future.

Directors Responsibility Statement

Your Directors would like to inform members that the audited accounts containing the financial statements for the year 2009-10 are in conformity with the requirements of the Companies Act and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Companys financial condition and results of operations. The Statutory Auditors, M/s. Singhi & Co., Chartered Accountants, Kolkata have audited these financial statements.

Based on the same, your Directors further confirm that according to their information:

I. in the preparation of the annual accounts, applicable accounting standards have been followed and there are no material departures;

II. the accounting policies are consistently followed and applied to give a true and fair view of the state of affairs of the Company;

III. proper and sufficient care has been taken for the maintenance of accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company;

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

The Companys Internal Auditors have conducted periodical audits to provide reasonable assurance that the Companys established policies and procedures have been followed.

The Audit Committee constituted by the Board meets at regular intervals to review internal control and financial reporting system.

Appreciation

There was industrial harmony at all the estates and other units of the Company.

The Company places on record its deep appreciation for the loyal services of its workforce and employees at all levels, who have contributed to the efficient operation and management of the Company. Your directors also wish to place on record its appreciation for the co-operation and help received from its bankers, financial institutions, the Tea Board authorities and the shareholders.

Particulars of employees

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) rules, 1975 forms part of this report. However, as per Section 219(i)(b)(iv) of the Companies Act 1956, this report together with the Accounts are being sent to all the shareholders of the Company excluding the Section 217(2A) statement. Any shareholder interested in obtaining the copy of the said statement may write to the Secretary at the Registered Office of the Company.

Deposits

None of the deposits, which were due for payment, remained unpaid as on 31.3.2010.

Disclosure of particulars with regard to conservation of energy etc.

Necessary information as required by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, for conservation of energy, technology absorption and foreign exchange earnings and outgoings is presented in Annexure to this Report.

Pollution Control and Afforestation

All the units of the Company have taken adequate measures to ensure pollution free operations. In all the tea estates and other units proper pollution control measures are being given top priority.

Insurance

Adequate insurance cover has been taken for properties of the company including buildings, plant and machineries and stocks against fire, earthquake and other risks as considered necessary.

Directors

On withdrawal of nomination of directorship by General Insurers (Public Sector) Association of India (GIPSA), Shri Asis Bandyopadhyay ceased to be a Director of the company w.e.f. 30th March 2010. The Board expresses its appreciation for the valuable guidance and co-operation extended by him during the tenure of his Directorship.

Pursuant to the provisions of Article 92 of the Articles of Association of the Company, Shri B.M.Khaitan and Shri S.S.Kothari retire by rotation and being eligible, offer themselves for re-election.

Auditors Report

The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

Auditors

Messrs Singhi & Co., Chartered Accountants, Auditors of the company and Messrs Salarpuria Jajodia & Co., Chartered Accountants, Branch Auditors of Sungma, Singbulli, Balasun, Marionbarie and North Tukvar Tea Estates of the company, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment for the year 2010-11, which we recommend.

For and on behalf of the Board

Kolkata, B.K. Birla

28th April, 2010 Chairman

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