Home  »  Company  »  Jayshree Tea  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Jay Shree Tea & Industries Ltd.

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

Find IFSC