Directors Report of Shri Vasuprada Plantations Ltd.

Mar 31, 2018

To the Members,

The Directors present the 144th Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements for the year ended 31st March, 2018.

FINANCIAL PERFORMANCE (Amount in Rs.)

	Standalone		Consolidated
Revenue from Operations Other Income Total Profit/(Loss) before Depreciation, Finance Cost & Tax Less : Depreciation Less : Finance Cost Profit/(Loss) before Tax Less : Tax Expense (including Deferred Tax) Profit/(Loss) after Tax Other Comprehensive Income (Net of Tax) Total Comprehensive Income Add : Share of Profit/(Loss) of Associates Less : Non-Controlling Interest Total Comprehensive Income attributable to owners of the Company Surplus brought forward from previous year Amount available for appropriation	31.03.2018	31.03.2017	31.03.2018	31.03.2017
	1,00,12,83,996	88,21,07,863	1,06,49,68,622	94,61,38,962
	5,53,84,987	5,62,09,198	5,02,35,753	6,53,24,477
	105,66,68,983	93,83,17,061	1,11,52,04,375	1,01,14,63,439
	50,71,894	(1,34,43,591)	(34,57,471)	(30,54,671)
	6,43,61,092	6,88,36,667	7,84,92,201	8,61,02,501
	7,53,52,509	7,56,79,776	8,09,77,723	7,91,05,066
	(13,46,41,707)	(15,79,60,034)	(16,29,27,395)	(16,82,62,238)
	(1,69,79,760)	(1,64,46,022)	(1,93,40,531)	(2,48,36,612)
	(11,76,61,947)	(14,15,14,012)	(14,35,86,864)	(14,34,25,626)
	87,35,700	(1,06,83,551)	95,46,000	(88,05,769)
	(10,89,26,247)	(15,21,97,563)	(13,40,40,864)	(15,22,31,395)
	-	-	-	(2,86,906)
	-	-	3,68,851	-
	(10,89,26,247)	(15,21,97,563)	(13,44,09,715)	(15,25,18,301)
	54,09,84,981	69,76,62,047	54,30,32,990	70,00,30,795
	43,20,58,734	54,54,64,484	40,86,23,276	54,75,12,493

The financial statements for the year ended 31st March, 2018 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 13 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

DIVIDEND & RESERVES

Your Directors are pleased to recommend for your approval, a dividend of 5% i.e. Rs.0.50 per share for the year ended 31st March, 2018.

The Company has not transferred any amount to the General Reserve during the financial year ended 31st March, 2018.

OPERATIONAL REVIEW

Your Company produced 56,14,825 Kgs. of Tea during the year as against 58,13,206 produced during the year 2016-17, a decrease of 1,98,381 Kgs. to the previous year; 2,43,590 Kgs. of Coffee during the year as against 2,82,951 Kgs. during the year 2016-17, a decrease of 39,361 Kgs. from the previous year and 8,60,101 Kgs. of Rubber during the year as against 9,25,513 Kgs. produced during the year 2016-17, a decrease of 65,412 Kgs. from the previous year.

CAPITAL EXPENDITURE

The Company has incurred capital expenditure amounting to Rs.255.15 lacs during the year ended 31st March, 2018 as compared to Rs.320.78 lacs for the same period last year.

PUBLIC DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

LOANS,GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm’s length basis and are in compliance with the applicable provisions of the Act and the SEBI (LODR) Regulations, 2015. There are no materially significant related party transactions made by the Company with promoters, directors or key managerial personnel etc. during the year which might have potential conflict with the interest of the Company at large.

The policy on Related Party Transactions has been uploaded on the website of the Company and can be accessed at http:// www.joonktolleetea.in/downloads/party_transactions_policy. pdf.

SUBSIDIARY & ASSOCIATE COMPANIES

The Company as on 31st March, 2018 has three Subsidiary Companies namely, Keshava Plantations Pvt. Ltd., Cowcoody Builders Pvt. Ltd. and Pranav Infradev Co. Pvt. Ltd. and one Associate Company namely The Cochin Malabar Estates And Industries Ltd.

During the year under review, the Company divested its 39.18% stake in its Wholly-owned Subsidiary M/s. Cowcoody Builders Pvt. Ltd.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company’s Subsidiaries and Associates is attached to the financial statements of the Company.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements alongwith the relevant documents and separate audited accounts in respect of Subsidiaries are available on the website of the Company.

The policy on material subsidiaries is available on the website of the Company and can be accessed at http://www. joonktolleetea.in/downloads/ material_subsidiaries_policy.pdf.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company together with Auditors’ Report for the year ended 31st March, 2018 forms part of this Report.

ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013 an extract of the Annual Return in the prescribed format is provided in Annexure - A forming part of this Report.

AUDITORS AND AUDITORS’ REPORT Statutory Auditors

M/s. Jitendra K. Agarwal & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company at the Annual General Meeting held on August 31, 2017 to hold office till the conclusion of the Annual General Meeting for the Financial Year 2021-22.

The Members may note that consequent to the changes made in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7, 2018, the proviso to Section 139(1) of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at every AGM has been done away with. Therefore, the Company is not seeking any ratification of appointment of M/s. Jitendra K. Agarwal & Associates, Chartered Accountants as the Auditors of the Company, by the Members at the ensuing AGM.

Your Company has received a certificate from M/s. Jitendra K. Agarwal & Associates, Chartered Accountants confirming the eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under the provisions of Regulation 33 of the Listing Regulations.

There is no qualification, reservation or adverse remark made by the Auditors in their reports to the Standalone and Consolidated Financial Statements for the Financial Year ended 31st March, 2018.

Secretarial Auditors

The Board of Directors of the Company had appointed M/s. MKB & Associates, Company Secretaries to carry out secretarial audit for the financial year 2017-18 in terms of the provisions of Section 204(1) of the Companies Act, 2013 and Rules made thereunder. The Secretarial Audit Report for the Financial Year 2017-18 is provided in the Annexure - B forming part of this report.

The Board has reappointed M/s. MKB & Associates, Company Secretaries, as Secretarial Auditors of the Company for the Financial Year 2018-19.

There is no qualification, reservation or adverse remark made by the Secretarial Auditors in their Secretarial Audit report for the Financial Year ended 31st March, 2018.

Cost Auditors

M/s. A. Basu & Co., Cost Auditors have expressed their unwillingness to conduct the audit of cost records of the Company. On the recommendation of the Audit Committee and in compliance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014, the Board has appointed M/s. D. Sabyasachi & Co., Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company.

In accordance with Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit & Auditors) Rules, 2014, the remuneration payable to the Cost Auditors for the Financial Year 2018-19 would be placed at the ensuing Annual General Meeting for approval.

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

The particulars as prescribed under Clause (m) of SubSection (3) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is provided in Annexure - C and forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a CSR Committee and has simultaneously approved and adopted a CSR policy based on the recommendations of the CSR Committee.

The Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided in Annexure - D and forms part of this Report.

Your Company also continues its welfare activities by participating in various projects sponsored by TAI, ITA, ABITA, TOKlAi, UPASI, KPA in the States of Assam, Karnataka & Kerala and also directly contributes to the area’s social causes.

The policy on Corporate Social Responsibility has been uploaded on the website of the Company and can be accessed at http://www.joonktolleetea.in/downloads/ corporate_social_ responsibility_policy.pdf.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board with grief regret to inform you of the sad demise of Shri K.C. Mohta, Executive Director and Chief Executive Officer of the Company, who passed away for his heavenly abode on 30th April, 2018. Late K.C. Mohta served the Company as an Executive Director since 2007. The Board acknowledges the contribution made by Late K.C. Mohta for the growth of the Company during this tenure.

In accordance with the provisions of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013 Shri Hemant Bangur will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

During the year, the Company had three Key Managerial Personnel, being Shri K.C. Mohta, Executive Director & Chief Executive Officer, Shri B.L. Dhanuka, Chief Financial Officer and Shri S. Bagree, Manager (Finance) & Company Secretary.

Shri B.L. Dhanuka, Chief Financial Officer of the Company, retired from the services of the Company and Shri S. Das was appointed as Chief Financial Officer of the Company w.e.f. 23rd March, 2018.

The Board met four times during the financial year, the details of which are given in the “Report on Corporate Governance“ forming part of this Annual Report.

Independent Directors have submitted their disclosures to the Board that they meet the criteria as stipulated in Section 149(6) of the Companies Act, 2013 and in accordance with the SEBI (LODR) Regulations, 2015.

Independent Directors have been familiarized with the nature of operations of the Company and the industry in which it operates and business module of the Company. The details of the familiarization programme have been posted on the website of the Company and can be accessed at http://www. joonktolleetea.in/downloads/familiarisation_programme.pdf.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidelines Note on Board Evaluation issued by SEBI, the Board of Directors have carried out the performance evaluation for the Board, Committees of the Board, individual Directors including the Chairman of the Company for the Financial Year ended 31st March, 2018.

The Board of Directors expressed their satisfaction with the evaluation process.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee have been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION POLICY

The Board has adopted a Remuneration Policy for identification, selection, appointment and payment of remuneration to Directors, Key Managerial Personnel (KMP) and Senior Managerial Personnel (SMP) of the Company. The policy enumerates the powers, roles and responsibilities of the Nomination and Remuneration Committee.

The Remuneration Policy aims to enable the Company to attract, retain and motivate qualified members for the Board and other executive level. It ensures that the interest of Board members and senior executives are aligned with the business strategy and risk tolerance objectives, values and long term interests of the Company. The Nomination and Remuneration Committee along with Board reviews on an annual basis appropriate skills, characteristics and experience required of the executives for the better management of the Company. The Company has a credible and transparent framework in determining the remuneration of Wholetime Directors, KMPs and SMPs. Remuneration to Directors is paid within the limits as prescribed under the Companies Act, 2013 and as approved by the members of the Company. The Company pays remuneration to Non-Executive Directors by way of sitting fees and commission on the net profits of the Company.

The aforesaid Remuneration policy has been uploaded on the website of the Company and can be accessed at http://www. joonktolleetea.in/downloads/remuneration _policy.pdf.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(3)(c) of the Companies Act, 2013 your Directors confirm that:

i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii) the selected Accounting Policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the losses of the Company for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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) the internal financial controls have been laid down and such internal financial controls are adequate and are operating effectively; and

vi) the Company has adequate internal systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Company has framed a Whistle Blower Policy / Vigil Mechanism for Directors and Employees for reporting genuine concerns about any instance of any irregularity, unethical practice and/ or misconduct.

The details of the Whistle Blower Policy/Vigil Mechanism are posted on the Company’s website and can be accessed at http://www.joonktolleetea.in/downloads/whistle_blower_ policy.pdf.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at work place and has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Rules thereunder for prevention, prohibition and redressal of complaints of sexual harassment at workplace. There were no cases of sexual harassment reported during the year.

The policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 has been uploaded on the website of the Company and can be accessed at http://www.joonktolleetea.in/downloads/sexual_ harassment_policy.pdf.

RISK MANAGEMENT

The Company has laid down well defined risk management mechanism covering the risk exposure, potential impact and risk mitigation process. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined frame work.

INTERNAL FINANCIAL CONTROL

For ensuring methodical and efficient conduct of its business, the Board has adopted policies and procedures. Thus, it ensures on the one hand, safeguarding of assets and resources of the Company, prevention and detention of frauds and errors, accuracy and completeness of the accounting records, timely preparation of financial disclosures and on the other hand, encourages the improvement of the operational performance of the Company.

The Internal Audit of the Company was carried out by M/s. Singhi & Co., Chartered Accountants. The Audit Committee of the Board reviews the Internal Audit Report and corrective actions taken on the findings are also reported to the Audit Committee.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review is provided in Annexure - E forming part of this Report.

CORPORATE GOVERNANCE

The Company has adopted the Corporate Governance Policies and Code of Conduct which set out the principle of running the Company with fairness, transparency and accountability. A report on the Corporate Governance alongwith a certificate from a Practicing Company Secretary regarding compliance of the Corporate Governance is provided in the Annexure - F forming part of this Report.

SAFETY, HEALTH & ENVIRONMENT

The Company has committed to maintaining highest standard of safety, health environment protection and has complied with all applicable statutory requirements and prevention of pollution. It always strives to keep the estates greener and cleaner and committed to the safety and health of its employees.

TRADE RELATIONS

The Board desires to place on record its appreciation for the support and co-operation that the Company has received from suppliers, brokers, customers and others associated with the Company as its enterprise partners. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Company’s endeavor to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other.

AWARDS & RECOGNITIONS

- The Company has been accredited with ISO 9001:2008 certification by SGS, U.K.

- Joonktollee Tea Estate in Assam has been accredited with ISO 22000 : 2005 certification by SGS, Switzerland.

- Goomankhan Tea Estate in Karnataka has been accredited with ISO 9001:2008 & HACCP certification by SGS.

- Pullikanam Tea Estate has bagged The Golden Leaf Awards for the leaf, fannings and dust categories for 2017.

CREDIT RATING

The Company has domestic credit ratings of BB /Negative from CRISIL for its banking facilities.

OTHER DISCLOSURES

i) There were no material changes and commitments affecting the financial position of the Company occurring between 31st March, 2018 and the date of this Report.

ii) There is no change in the business of the Company.

iii) There were no significant and material orders passed by regulator or courts or tribunals impacting the going concern status and Company’s operation in future.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure - G and forms part of this Report.

None of the employees of the Company fall within the purview of the information required under Section 197 read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the Financial Year.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and the stakeholders for their continued cooperation and support to the Company. Your Directors also wish to record their appreciation for the continued co-operation and support received from the employees of the Company.

On behalf of the Board

Place : Kolkata H.Bangur

Date : 14th May, 2018 Chairman

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Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the Annual Report with Audited Accounts of the Company for the year ended 31st March, 2016.

FINANCIAL PERFORMANCE (Amount in Rs.)

	Standalone		Consolidated
	31.03.2016	31.03.2015	31.03.2016	31.03.2015
Profit for the year before Depreciation	4,16,13,965	4,85,82,108	4,56,71,006	6,21,74,153
Deduct : Depreciation	4,04,80,743	3,88,51,671	4,27,38,116	4,01,62,441
Profit before Tax	11,33,222	97,30,437	29,32,890	2,20,11,712
Deduct : Tax Expense -
Current Year	-	30,00,000	8,82,000	52,66,000
Deferred Tax	71,83,385	12,39,673	71,70,361	12,52,943
Income Tax for earlier years	1,33,045	(51,52,939)	4,67,900	(51,64,088)
Net Profit / (Losses)	(61,83,208)	1,06,43,703	(55,87,371)	2,06,56,857
Less : Share of Profit / (Loss) of Associate	-	-	(5,61,951)	(2,61,726)
Add : Balance of Profit brought forward from previous year	10,01,59,506	13,29,54,312	10,24,94,361	12,55,37,739
Profit available for Appropriations	9,39,76,298	14,35,98,015	9,63,45,039	14,59,32,870
Appropriations :
- General Reserve	-	3,00,00,000	-	3,00,00,000
- Proposed Dividend	41,42,201	1,24,26,603	41,42,201	1,24,26,603
- Corporate Dividend Tax	3,37,302	10,11,906	3,37,302	10,11,906
Balance Carried to Balance Sheet	8,94,96,795	10,01,59,506	9,18,65,536	10,24,94,361
	9,39,76,298	14,35,98,015	9,63,45,039	14,59,32,870

DIVIDEND

Your Directors have recommended for your approval, a dividend of Rs. 1/- per share for the year ended 31st March, 2016.

OPERATIONAL REVIEW

The turnover of your Company stood at Rs. 10,291.29 lacs which is higher as compared to the previous year''s turnover of Rs. 8,803.03 lacs. The profit before tax has decreased from Rs. 97.30 lacs to Rs. 11.33 lacs. Your Company produced 62,83,258 Kgs. of Tea during the year as against 47,49,094 Kgs. produced during the year 201415, an increase of 15,34,164 kgs. to the previous year; 2,97,222 Kgs. of Coffee during the year 2014-15 as against 2,30,942 Kgs. during the year 2014-15, an increase of 66,280 Kgs. from the previous year and 8,20,072 Kgs. of Rubber during the year as against 9,19,046 Kgs. produced during the year 2014-15, a decrease of 98,974 Kgs. from the previous year.

ACQUISITION OF AZIZBAGH TEA ESTATE

The Company has acquired 80,000 Equity Shares of Rs. 100/- each being 100% paid-up share capital of M/s. Keshava Plantations Private Limited owning Azizbagh Tea Estate at Assam. By virtue of this acquisition, M/s. Keshava Plantations Private Limited has become wholly-owned subsidiary of the Company w.e.f. 5th April, 2016.

EXPANSION / CAPITAL EXPENDITURE

Company has incurred capital expenditure amounting to Rs. 660.73 lacs during the year ended 31st March, 2016 as compared to Rs. 934.34 lacs for the same period last year.

FIXED DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review is provided in Annexure - A forming part of this Report.

RISK MANAGEMENT

The Company has laid down well defined risk management mechanism covering the risk exposure, potential impact and risk mitigation process. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Risk and Concerns as envisaged by the Company is presented in a separate section forming part of the Annual Report.

LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm''s length basis and are in compliance with the applicable provisions of the Act and SEBI (LODR) Regulations, 2015. There are no materially significant related party transactions made by the Company with promoters, directors or key managerial personnel etc. during the year which might have potential conflict with the interest of the Company at large.

SAFETY, HEALTH & ENVIRONMENT

The Company has committed to maintaining highest standard of safety, health environment protection and has complied with all applicable statutory requirements and prevention of pollution. It always strives to keep the estates greener and cleaner and committed to the safety and health of its employees.

HUMAN RESOURCE DEVELOPMENT / INDUSTRIAL RELATIONS

The Company has built its workforce with a diverse background of individuals - essential for the kind of organization what it is. The Company constantly endeavours to provide a platform where people have opportunities to actualize their maximum potential through work which helps to stretch their intellect. Continuous efforts are on for a work-culture which encourages innovation, transparency in communication, trust and amity. The present workforce of the Company is 5797. Industrial relations in all the estates, factories and offices of the organization were cordial throughout the year under review. Attrition rate during the year ended 31st March, 2016 was zero and during the last decade it was not more than 1%.

Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility Committee. A Corporate Social Responsibility Policy has also been framed which is placed on the Company''s website. Corporate Social Responsibility activities as required u/s 135 of the Companies Act, 2013 are provided in Annexure - B forming part of this Report.

Your Company also continues its welfare activities by participating in various projects sponsored by TAI, ITA, ABITA, TOKLAI, UPASI, KPA in the States of Assam, Karnataka & Kerala and also directly contributes to the area''s social causes.

CORPORATE GOVERNANCE

The Company has adopted the Corporate Governance Policies and Code of Conduct which set out the principle of running the Company with fairness, transparency and accountability. A report on the Corporate Governance forming part of the Directors'' Report is attached. A certificate from a Practicing Company Secretary regarding compliance of the Corporate Governance is given in Annexure - C forming part of this Report.

BOARD DIVERSITY

The Company believes that a truly diverse board will leverage difference in thought, perspective, knowledge, skill, regional and industry experience, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.

BOARD EVALUATION

The evaluation of all the Directors and the Board as a whole was conducted and the Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

None of the Independent Directors are due for re-appointment.

NOMINATION AND REMUNERATION POLICY

The Company has an appropriate combination of Executive and Independent Directors for maintaining the independence of the Board and separate its functions and management. The Board consists of seven members, of which, four are Independent Nonexecutive Directors, one is Promoter Non-Executive Chairman, one is woman Promoter Non-Executive Director and one is NonPromoter Professional Executive Director. The need for change in its composition and size are evaluated periodically. The remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. There are no material departures from prescribed Accounting Standards in the adoption of these standards.

The Board of Directors of the Company confirms that :

i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii) the selected Accounting Policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the losses of the Company for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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) the internal financial controls have been laid down and such internal financial controls are adequate and are operating effectively; and

vi) the Company has adequate internal systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board with profound grief regret to inform you of the sad demise of Shri Gopal Das Bangur, who passed away for his heavenly abode on 8th June, 2015. Shri Gopal Das Bangur served the Company as Director, Managing Director and Chairman since 2000. The Board acknowledges the significant contribution made by Shri Gopal Das Bangur for the growth of the Company during his long association with the Company.

Shri Hemant Bangur has stepped down from the position of the Managing Director designated as Executive Vice-Chairman of the Company w.e.f. 12th August, 2015 and was appointed as Chairman of the Company w.e.f. 12th August, 2015.

In accordance with the provisions of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013 Shri Hemant Bangur will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

During the year, the Company had four Key Managerial Personnel, being Shri Hemant Bangur, Executive Vice-Chairman up to 12th August, 2015, Shri K.C. Mohta, Executive Director & Chief Executive Officer, Shri B.L. Dhanuka, Chief Financial Officer and Shri S. Bagree, Manager (Finance) & Company Secretary.

The Board met four times during the financial year, the details of which are given in the "Report on Corporate Governance" forming part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Independent Directors have submitted their disclosures to the Board that they meet the criteria as stipulated in Section 149(6) of the Companies Act, 2013 and in accordance with SEBI (LODR) Regulations, 2015.

Independent Directors have been familiarized with the nature of operations of the Company and the industry in which it operates and business module of the Company. The details of the familiarization programme have been posted on the website of the Company.

SUBSIDIARY & ASSOCIATE COMPANIES

a) The Company as on 31st March, 2016 has three wholly owned Subsidiary Companies namely, Gloster Real Estates Pvt. Ltd., Cowcoody Builders Pvt. Ltd. and Pranav Infradev Co. Pvt. Ltd. and one Associate Company namely The Cochin Malabar Estates And Industries Ltd.

b) Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company''s Subsidiaries and Associates is attached to the financial statements of the Company.

c) Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with the relevant documents and separate audited accounts in respect of Subsidiaries are available on the website of the Company.

CONSOLIDATED FINANCIAL STATEMENTS & CASH FLOW

The audited consolidated financial statements of the Company together with Auditors'' Report for the year ended 31st March, 2016 and Cash Flow Statement as on that date are annexed.

AWARDS & RECOGNITIONS / CREDIT RATING

Awards & Recognitions

- The Company has been accredited with ISO 9001:2008 certification by SGS, U.K.

- Joonktollee Tea Estate in Assam has been accredited with ISO 22000 : 2005 certification by SGS, Switzerland.

- Goomankhan Tea Estate in Karnataka has been accredited with ISO 9001:2008 certification by SGS, UK.

- Goomankhan Tea Estate has bagged The Golden Leaf Awards for the leaf and fanning’s categories for 2016.

- Pullikanam Tea Estate has bagged The Golden Leaf Awards for the leaf, fanning’s and dust categories for 2016.

Credit Rating

The Company has domestic credit ratings of BBB negative from CRISIL for its bank facilities.

AUDITORS AND AUDITORS'' REPORT

Statutory Auditors

M/s. Singhi & Co. Chartered Accountants, were appointed as Statutory Auditors of the Company at the Annual General Meeting held on August 26, 2014 to hold office till the conclusion of the Annual General Meeting for the Financial Year 2016-17. The appointment of M/s. Singhi & Co. Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the Shareholders. M/s. Singhi & Co., Chartered Accountants, have confirmed that their appointment shall be within the limits and in accordance with the provisions of Section 141 of the Companies Act, 2013. The Statutory Auditors have submitted the Peer Review certificate issued to them by Institute of Chartered Accountants of India (ICAI).

Secretarial Auditors

The Board of Directors of the Company had appointed M/s. MKB & Associates, Company Secretaries to carry out secretarial audit for the financial year 2015-16 in terms of the provisions of Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit Report for the Financial Year 2015-16 is provided in Annexure - D forming part of this Report.

The Board has reappointed M/s. MKB & Associates, Company Secretaries, as Secretarial Auditors of the Company for the Financial Year 2016-17.

Cost Auditors

The Board has appointed M/s. A. Basu & Co., Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for the Financial Year 2016-17.

In accordance with Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit & Auditors) Rules, 2014, the remuneration payable to the Cost Auditors for the Financial Year 2016-17 would be placed at the ensuing Annual General Meeting for ratification.

ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013 an extract of the Annual Return as required under Section 92(3) of the Companies Act, 2013 and the Rules made there under is provided in Annexure - E forming part of this Report.

INTERNAL FINANCIAL CONTROL

For ensuring methodical and efficient conduct of its business, the Board has adopted policies and procedures. Thus, it ensures on the one hand, safeguarding of assets and resources of the Company, prevention and detention of frauds and errors, accuracy and completeness of the accounting records, timely preparation of financial disclosures and on the other hand, encourages the improvement of the operational performance of the Company.

The Internal Audit of the Company is conducted by an Independent Chartered Accountant Firm. The findings of the Internal Audit and the Action Taken Report on the Internal Audit are placed before the Audit Committee which reviews the audit findings, steps taken and the adequacy of Internal Control System.

OTHER DISCLOSURES

i) There were no material changes and commitments affecting the financial position of the Company occurring between 31st March, 2016 and the date of this Report.

ii) There is no change in the business of the Company.

iii) There were no significant and material orders passed by regulator or courts or tribunals impacting the going concern status and Company''s operation in future.

PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure - F(i) forming part of this Report.

A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure - F(ii) forming part of this Report.

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

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is provided in Annexure - G forming part of this Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and the stakeholders for their continued co-operation and support to the Company. Your Directors also wish to record their appreciation for the continued co-operation and support received from the employees of the Company.

On behalf of the Board

Place : Kolkata (H. Bangur)

Date : 13th May, 2016 Chairman

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report with Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL PERFORMANCE (Amount in Rs.)

31.03.2014 31.03.2013

Profit for the year before Depreciation 12,16,22,842 13,28,70,170

Deduct : Depreciation 3,31,14,093 2,27,58,458

Profit before Tax 8,85,08,749 11,01,11,712

Deduct : Tax Expense -

Current Year 2,85,00,000 1,82,00,000

Deferred Tax 19,15,466 (28,78,400)

Net Profit 5,80,93,283 9,47,90,112

Add : Balance of Profit brought forward from previous year 13,14,03,756 4,14,37,678

Adjustment due to Scheme of Arrangement - 6,08,05,938

Profit available for Appropriations 18,94,97,039 19,70,33,728

Appropriations :

* General Reserve 3,00,00,000 5,00,00,000

* Proposed Dividend 2,48,53,206 1,46,41,488

* Corporate Dividend Tax 16,89,521 9,88,484

Balance Carried to Balance Sheet 13,29,54,312 13,14,03,756

18,94,97,039 19,70,33,728

DIVIDEND

Your Directors have recommended for your approval, a dividend of Rs. 6/- per share for the year ended 31st March, 2014.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 300 lacs to the General Reserve out of the amount available for appropriations and an amount of Rs. 1,329.54 lacs is proposed to be retained in the Profit and Loss Account.

OPERATIONAL REVIEW

The turnover of your Company stood at Rs. 8,771.81 lacs which is higher as compared to the previous year''s turnover of Rs. 8,588.27 lacs. The profit after tax has decreased from Rs. 947.90 lacs to Rs. 580.93 lacs. Your Company produced 53,80,878 Kgs. of Tea during the year as against 43,12,279 Kgs. produced during the year 2012-13, an increase of 10,68,599 kgs. to the previous year; 1,94,445 Kgs. of Coffee during the year 2013-14 as against 1,84,300 Kgs. during the year 2012-13, an increase of 10,134 Kgs. from the previous year and 7,42,757 Kgs. of Rubber during the year as against 9,44,641 Kgs. produced during the year 2012-13, a decrease of 2,01,884 Kgs. from the previous year.

EXPANSION / DIVERSIFICATION

Your Company had successfully run Shreemoni Tea Factory acquired from Dhunseri Petrochem & Tea Ltd. at Dibrugarh and is in the process of enhancing capacity of this factory from existing 12 lacs kgs. to 17 lacs kgs. of Made Tea per annum.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company has adopted the Corporate Governance Policies and Code of Conduct which set out the principle of running the Company with fairness, transparency and accountability. A report on the Corporate Governance forming part of the Directors'' Report is attached. A certificate from a Practicing Company Secretary regarding compliance of the Corporate Governance is given in the Annexure.

CORPORATE SOCIAL RESPONSIBILITY

The Company constantly endeavors for community welfare beyond the confines of its own employees. It has a tradition in supporting the larger communities that it connects with - from education, health, drinking water, development of employable skills, to assistance during natural calamities such as floods and cyclones. It undertook a series of activities to improve living conditions of people in the neighbouring villages which includes extending support to schools, free medical facilities, and other village development initiatives like street lighting, development of roads etc.

Your Company also continues its welfare activities by participating in various projects sponsored by TAI, ITA, ABITA, TOKLAI, UPASI, KPA in the States of Assam, Karnataka & Kerala and also directly contributes to the area''s social causes.

SAFETY, HEALTH & ENVIRONMENT

The Company has committed to maintaining highest standard of safety, health environment protection and has complied with all applicable statutory requirements and prevention of pollution. It always strives to keep the estates greener and cleaner and committed to the safety and health of its employees.

HUMAN RESOURCE DEVELOPMENT / INDUSTRIAL RELATIONS

The Company has built its workforce with a diverse background of individuals - essential for the kind of organization what it is. The Company constantly endeavours to provide a platform where people have opportunities to actualize their maximum potential through work which helps to stretch their intellect. Continuous efforts are on for a work-culture which encourages innovation, transparency in communication, trust and amity. The present workforce of the Company is 5,037. Industrial relations in all the estates, factories and offices of the organization were cordial throughout the year under review. Attrition rate during the year ended 31st March, 2014 was zero and during the last decade it was not more than 1%.

FIXED DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

SUBSIDIARY COMPANIES

a) The Company as on 31st March, 2014 has three Subsidiary Companies namely, Gloster Real Estates Pvt. Ltd., Cowcoody Builders Pvt. Ltd. and Pranav Infradev Co. Pvt. Ltd.

b) The Cochin Malabar Estates And Industries Ltd., the Board-controlled subsidiary of the Company ceased to be a subsidiary of the Company w.e.f. 7th October, 2013 in view of the withdrawal of nominees by the Company from the Board of The Cochin Malabar Estates And Industries Ltd.

c) In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the individual accounts of each of the subsidiary companies are not being attached with the accounts of the Company. The Company will make available the Annual Accounts of the subsidiary companies to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

d) A statement containing brief financial details of the Subsidiary Companies is attached which forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS & CASH FLOW

The audited consolidated financial statements of the Company together with Auditors'' Report for the year ended 31st March, 2014 and Cash Flow Statement as on that date are annexed.

AWARDS & RECOGNITIONS / CREDIT RATING

Awards & Recognitions

* The Company has been accredited with ISO 9001:2008 certification by SGS, U.K.

* Goomankhan Tea Estate in Karnataka has been accredited with ISO 9001:2008 certification by Det Norske Veritas, Netherlands.

* Pullikanam Tea Estate has bagged The Golden Leaf Awards for the leaf, fannings and dust categories for 2014.

* The Company has bagged Gold Award in ''2012-13'' Vision Awards Annual Report Competition'' & ''Top 100 Annual Reports Worldwide'' ranking at 37 from LACP, USA.

Credit Rating

The Company continues to have the domestic credit ratings of BBB stable from CRISIL.

DIRECTORS

Mr. G.D. Bangur is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Mr. M. K. Daga, Mr. J. K. Surana, Mr. M. M. Pyne & Mr. B. R. Bhansali are appointed as independent directors for five consecutive years for a term upto March 31, 2019 as per provisions of Section 149 and other applicable provisions of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms :

i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii) that the selected Accounting Policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profits of the Company for the year ended on that date;

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

iv) that the annual accounts have been prepared on a going concern basis; and

v) that the Company has adequate internal systems and controls to ensure compliance of laws applicable to the Company.

KEY MANAGERIAL PERSONNEL

The Company has appointed Shri Hemant Bangur, Executive Vice-Chairman, Shri K.C. Mohta, Executive Director & Chief Executive Officer, Shri B.L. Dhanuka, Chief Financial Officer and Shri S. Bagree, Manager (Finance) & Company Secretary of the Company as ''Key Managerial Personnel'' in terms of the requirements of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS

The Company is having the Internal Control System whereby each and every activities of the Company are self-controlled and checked - thus, it ensures on the one hand, the security and safeguard of assets and resources of the Company and on the other hand, encourages the improvement of the operational performance of the Company.

The Internal Audit of the Company is conducted by an Independent Chartered Accountant Firm. The findings of the Internal Audit and the Action Taken Report on the Internal Audit are placed before the Audit Committee which reviews the audit findings, steps taken and the adequacy of Internal Control System.

SECRETARIAL AUDIT REPORT

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Shri S. K. Jain, Practicing Company Secretary, to conduct Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2014, is provided in the Annual Report.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreements with the Stock Exchanges, Securities Contracts (Regulation) Act, 1956 and all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.

AUDITORS AND AUDITORS'' REPORT

The Statutory Auditors of the Company, M/s. Singhi & Co. Chartered Accountants, retire in accordance with the provisions of the Companies Act, 1956 and are eligible for re-appointment. M/s. Singhi & Co., Chartered Accountants, Kolkata have sought the re-appointment and have confirmed that their re-appointment, if made, shall be within the limits. M/s. Singhi & Co. has submitted the Peer Review certificate issued to them by Institute of Chartered Accountants of India (ICAI). The Audit Committee and the Board of Directors recommend the re-appointment of M/s. Singhi & Co., Chartered Accountants, as the Auditors of the Company to hold the office from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting for the Financial Year 2016-17, subject to ratification by the Shareholders annually.

PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, is provided in Annexure-''A'' forming part of this Report.

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

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is provided in Annexure-''B'' forming part of this Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and the stakeholders for their continued co-operation and support to the Company. Your Directors also wish to record their appreciation for the continued co-operation and support received from the employees of the Company. On behalf of the Board

K. C. Mohta H. Bangur

Place : Kolkata Executive Director & Executive Date : 14th May, 2014 Chief Executive Officer Vice-Chairman

---

Mar 31, 2013

The Directors have pleasure in presenting the Annual Report with Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL PERFORMANCE (Amounting

31.03.2013 31.03.2012

Profit for the year before Depreciation 132,870,170 71,596,561

Deduct: Depreciation 22,758,458 17,559,791

Profit before Tax 110,111,712 54,036,770 Deduct: Tax Expense

- Current Year 18,200,000 10,500,000

- Earlier Year 409,222

- Deferred Tax (2,878,400)

Net Profit 94,790,112 42,286,585

Add : Balance of Profit brought forward from previous year 41,437,678 26,216,295

Adjustment due to Scheme of Arrangement 60,805,938

Profit available for Appropriations 197,033,728 68,502,880 Appropriations:

-General Reserve 50,000,000 20,000,000

- Proposed Dividend 14,641,488 8,140,618

- Corporate Dividend Tax 988,484 528,245

- Corporate Dividend Tax for

Earlier years written back (1,603,661)

- Balance Carried to Balance Sheet 131,403,756 41,437,678

197,033,728 68,502,880

DIVIDEND

Your Directors have recommended for your approval, a dividend of Rs. 3/- per share for the year ended 31st March, 2013.

INCREASE IN SHARE CAPITAL

During the year, Company issued 8,85,954 Equity Shares of Rs. 10/- each to the Shareholders of The Cochin Malabar Estates & Industries Ltd. pursuant to the Scheme of Arrangement approved by the Hon''ble High Court of Calcutta. As a result, the Issued, Subscribed & Paid-up Equity Share Capital increased fromRs. 325.62 lacs toRs. 414.22 lacs.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 500 lacs to the General Reserve out of the amount available for appropriations and an amount ofRs. 1,314.04 lacs is proposed to be retained in the Profit and Loss Account.

SCHEME OF ARRANGEMENT

The Company since received final order from the Hon''ble High Court of Calcutta confirming the Scheme of Arrangement by which the Cochin Plantation Division of The Cochin Malabar Estates & Industries Ltd. comprising of Chemoni, Echipara & Pudukad Rubbers Estates; Pullikanam & Kolahalamedu Tea Estates and legal proceedings of Sampaji Rubber Estates demerged from The Cochin Malabar Estates & Industries Ltd. and merged with the Company. The Company has implemented the Scheme of Arrangement and the aforesaid financial results include the results of the Cochin Plantation Division now renamed as Kerala Division.

OPERATIONAL REVIEW

The turnover of your Company stood at Rs. 8,588.27 lacs which is higher as compared to the previous year''s turnover of Rs. 5,025.98 lacs. The profit after tax has increased from Rs. 422.86 lacs to Rs. 947.90 lacs. Your Company produced 43,12,279 Kgs. of Tea during the year as against 38,54,362 Kgs. produced duringtheyear 2011-12, an increase of 4,57,917 kgs. to the previous year; 1,84,300 Kgs. of Coffee during the year as against 2,59,185 Kgs. during the year 2011-12, a decrease of 74,885 Kgs. from the previous year and 9,44,641 Kgs. of Rubber during the year as against 9,56,000 Kgs. produced during the year 2011-12, a decrease of 11,359 Kgs. from the previous year.

EXPANSION/DIVERSIFICATION

The Company has purchased ''SHREEMONI TEA FACTORY'',

Assam from M/s. Dhunseri Petrochem & Tea Ltd. having a capacity of 12 lakh kgs. of Made Tea per annum. The Company has launched its new tea product ''RANGABAM'' made out of Shreemoni Tea Factory in the market.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The Company has adopted the Corporate Governance Policies and Code of Conduct which set out the principle of running the Company with fairness, transparency and accountability. A report on the Corporate Governance forming part of the Directors'' Report is attached. A certificate from a Practicing Company Secretary regarding compliance of the Corporate Governance is given in the Annexure.

CORPORATE SOCIAL RESPONSIBILITY

The Company constantly endeavors for community welfare beyond the confines of its own employees. It has a tradition in supporting the larger communities that it connects with - from education, health, drinking water, development of employable skills, to assistance during natural calamities such as floods and cyclones. It undertook a series of activities to improve living conditions of people in the neighbouring villages which includes extending support to schools, free medical facilities, and other village development initiatives like street lighting, development of roads etc.

Your Company also continues its welfare activities by participating in various projects sponsored by TAI, ITA, ABITA, TOKLAI, UPASI, KPA in the States of Assam, Kamataka & Kerala and also directly contributes to the area''s social causes.

SAFETY, HEALTHS ENVIRONMENT

The Company has committed to maintaining highest standard of safety, health environment protection and has complied with all applicable statutory requirements and prevention of pollution. It constantly endeavors to keep the estates greener and cleaner and committed to the safety and health of its employees.

HUMAN RESOURCE DEVELOPMENT/ INDUSTRIAL RELATIONS

The Company has built its workforce with a diverse background of individuals - essential for the kind of organization what it is. The Company constantly endeavours to provide a platform where people have opportunities to actualize their maximum potential through work which helps to stretch their intellect. Continuous efforts are on for a work-culture which encourages innovation, transparency in communication, trust and amity. The present workforce of the Company is 6,842. Industrial relations in all the estates, factories and offices of the organization were cordial throughout the year under review. Attrition rate during the year ended 31st March, 2013 was zero and during the last decade it was not more than 1%.

FIXED DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

SUBSIDIARY COMPANIES

a) The Company as on 31st March, 2013 has four Subsidiary Companies namely, Gloster Real Estates Pvt. Ltd., Cowcoody Builders Pvt. Ltd., Pranav Infradev Co. Pvt. Ltd. and The Cochin Malabar Estates & Industries Ltd.

b) In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the individual accounts of each of the subsidiary companies are not being attached with the accounts of the Company. The Company will make available the Annual Accounts of the subsidiary companies to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

c) A statement containing brief financial details of the Subsidiary Companies is attached which forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS & CASH FLOW

The audited consolidated financial statements of the Company together with Auditors''Report for the year ended 31st March, 2013 and Cash Flow Statement as on that date are annexed.

AWARDS & RECOGNITIONS / CREDIT RATING

Awards & Recognitions

. The Company has been accredited with ISO 9001:2008 certification by SGS, U.K.

. Goomankhan Tea Estate in Karnataka has been accredited with ISO 9001:2008 certification by Det Norske Veritas, Netherlands.

. Goomankhan Tea Estate has bagged The Golden Leaf Awards for the leaf, fannings and dust categories for 2013.

. The Company has been accredited with International Star Award Geneva 2012.

. The Company has bagged Gold Award in ''2011-12 Vision Awards Annual Report Competition'' & ''Top 100 Annual Reports Worldwide'' ranking at 35 from LACP, USA.

Credit Rating

The Company continues to have the domestic credit ratings of BBB stable from CRISIL

DIRECTORS

The Company has six Non-Executive Directors and two Executive Directors having experience in varied fields. Two Directors, Shri M. M. Pyne and Shri A. Ghosh shall retire from the Board by rotation at the ensuing Annual General Meeting and they are eligible for re-appointment. However, Mr. A. Ghosh has not offered himself for re-appointment and accordingly shall cease to be a Director upon conclusion of the ensuing Annual General Meeting. Mr. Ghosh has served as a Director on the Board of the Company for six years and the Board places on record its deep appreciation for the services rendered by him during his tenure as a Director of the Company. Shri Hemant Bangur has been re-appointed as Managing Director, designated as Executive Vice-Chairman of the Company for a period of 5 years and Shri K. C. Mohta has also been re-appointed as Wholetime Director, designated as Executive Director and Chief Executive Officer of the Company for a period of 5 years, during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms :

i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii) that the selected Accounting Policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profits of the Company for the year ended on that date;

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

iv) that the annual accounts have been prepared on a going concern basis; and

v) that the Company has adequate internal systems and controls to ensure compliance of laws applicable to the Company.

INTERNAL CONTROL SYSTEMS

The Company is having the Internal Control System whereby each and every activities of the Company are self-controlled and checked - thus, it ensures on the one hand, the security and safeguard of assets and resources of the Company and on the other hand, encourages the improvement of the operational performance of the Company.

The Internal Audit of the Company is conducted by a Chartered Accountant Firm. The findings of the Internal Audit and the Action Taken Report on the Internal Audit is placed before the Audit Committee which reviews the audit findings, steps taken and the adequacy of Internal Control System.

SECRETARIAL AUDIT REPORT

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Shri S. K. Jain, Practicing Company Secretary, to conduct Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2013, is provided in the Annual Report.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreements with the Stock Exchanges, Securities Contracts (Regulation) Act, 1956 and all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.

COST AUDIT

The Company has re-appointed M/s. A. Basu & Co., Cost Accountants, Kolkata as the Cost Auditor for the Financial Year 2013-14.

AUDITORS AND AUDITORS''REPORT

The Auditors, M/s. Singhi & Co. Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. M/s. Singhi & Co. has submitted the Peer Review certificate issued to them by Institute of Chartered Accountants of India (ICAI).

The Auditors'' Report to the Shareholders does not contain any qualification.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, is provided in Annexure - ''A forming part of this Report.

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

The particulars as prescribed under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is provided in Annexure-
ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and the stakeholders for their continued co- operation and support to the Company. Your Directors also wish to record their appreciation for the continued co- operation and support received from the employees of the Company.

On behalf of the Board

K. C. Mohta H.Bangur

Executive Director &

Executive Vice-Chairman

Chief Executive Officer

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Mar 31, 2010

The Directors have pleasure in presenting their 136th Annual Report and Audited Accounts of the Company for the year ended 31 st March, 2010.

FINANCIAL PERFORMANCE (Amount in Rs.)

31.03.2010 31.03.2009

Profit for the year before Depreciation 9,41,83,545 2,67,57,015

Deduct: Depreciation 1,69,21,960 1,64,73,717

Profit before Tax 7,72,61,585 1,02,83,298

Deduct: Provision for Corporate Taxation

-Current Year 1,00,00,000 42,00,000

Less: MAT Credit Entitlement - (18,00,000)

-Earlier year 1,43,241 11,79,903

- Excess Tax provision in respect of earlier years written back (7,131) (24,17,101)

-Fringe Benefit Tax (including earlier years) 3,550 5,65,150

-Deferred Tax 49,22,358 5,07,205

Net Profit 6,21,99,567 80,48,141

Add : Balance of Profit brought forward from previous year 23,53,692 4,80,359

Profit available for Appropriations 6,45,53,259 85,28,500

Appropriations:

-General Reserve 3,00,00,000 5,00,000

- Proposed Dividend" 81,40,618 48,50,471

- Tax on Dividend 13,52,157 8,24,337

- Balance Carried to Balance Sheet 2,50,60,484 23,53,692

6,45,53,259 85,28,500

DIVIDEND

Your Directors have recommended for your approval, a dividend of Rs. 2.50 per share for the year ended 31 st March, 2010.

SCHEME OF AMALGAMATION

The Shareholders of the Company passed the resolutions in the Extra Ordinary General Meeting held on 29th January, 2010 approving the Scheme of Amalgamation of M/s. Jamirah Tea Company Limited with the Company w.e.f. 1st April, 2009. The Honble High Court of Judicature at Kolkata has vide its order dated 29th March, 2010 sanctioned the Scheme of Amalgamation as per the terms consented by the Shareholders.

The aforesaid results include financials of the amalgamating Company, M/s. Jamirah Tea Company Limited from 1 st April, 2009 to 31 st March, 2010, which stands amalgamated with your Company. The financial figures and the table above relating to 2009-10 are, therefore, not strictly comparable with those of the previous year.

The accounting for the Scheme of Amalgamation has been done in purchase method and the surplus arising on amalgamation has been credited to Capital Reserves.

SHARE CAPITAL

The Authorised Share Capital of the Company has gone up to Rs.1,165 Lacs from Rs.1,115 Lacs in terms of the approved Scheme of Amalgamation referred to earlier in the report.

The Paid-up Equity Share Capital of the Company increased to Rs.325.62 Lacs on issue of 22,600 Equity Shares of Rs.10/- each to the Shareholders of the amalgamating Company i.e. M/s. Jamirah Tea Company Limited in terms of the said Scheme of Amalgamation.

REVIEW OF OPERATIONS

Your Company produced 44,64,622 Kgs. of Tea and 1,96,621 Kgs. of Coffee during the year. The production of minor crops (comprising black pepper, areca & cardamom) was 12,091 Kgs.

The price realization of Tea was higher by Rs.22/- per kg. as compared to the previous year due to lower carry forward stocks, subdued global production and growing domestic demand.

TEA DIVISION

Joonktollee Tea Factory in Assam

The Estate produced 27,58,121 Kgs. of Teas as against 25,03,211 Kgs. produced during the year 2008-09. This Estate has been accredited with ISO 9001:2008, ISO 22000 & HACCP Certification by the renowned D.A.R., Germany.

Jamirah Tea Factory in Assam

The Estate produced 8,54,553 Kgs. of Teas as against 8,34,062 Kgs. produced during the year 2008-09.

Goomankhan Tea Factory in Karnataka

The Estate produced Tea crop of 8,39,030 Kgs. as against 8,50,107 Kgs. produced during the year 2008-09. This Estate has been accredited

with ISO 9001:2000 and bagged The Golden Leaf Awards for the brokens, fannings and dust categories in the minor districts category of South India at the final competition held at Dubai, coinciding with the third Global Dubai Tea Forum 2010.

COFFEE DIVISION

Cowcoody Coffee Estate in Karnataka

The Estate produced 1,96,621 Kgs. as compared to 1,73,006 produced during the year 2008-09. The average sales realization was Rs. 111/- per kg. as compared to Rs.122/- per kg. during the previous year.

PROSPECTS

The estimate for the current year of tea and coffee production is approximately 40 Lac Kgs. and 2 Lac Kgs. respectively. The Company expects increased realization for both Tea and Coffee during the current year.

SUBSIDIARY COMPANIES

1. a) The Company as on 31st March, 2010 has four Subsidiary

Companies namely, Gloster Real Estates Pvt. Ltd., Cowcoody Builders Pvt. Ltd., PranavlnfradevCo. Pvt. Ltd. and The Cochin Malabar Estates and Industries Ltd.

b) The Company has been granted exemption by the Central Government under Section 212(8) of the Companies Act, 1956 from attaching with its accounts, the individual accounts of each of its Subsidiary Companies.

c) As required under the Listing Agreement with the Stock Exchanges the Audited Consolidated Financial Statements of the Company together with all its Subsidiary Companies prepared in accordance with the applicable Accounting Standards are attached.

d) A statement containing brief financial details of the Subsidiary Companies is attached which forms part of the Annual Report.

2. The Cochin Malabar Estates and Industries Ltd. reported a Net Profit of Rs.131.60 Lacs for the year ended 31 st March, 2010 as against Rs.108.68 Lacs for the same period last year. The total income for the year ended 31 st March, 2010 is Rs.2,144.11 Lacs as against Rs.2,383.25 Lacs during the same period last year.

DISCLOSURE OF PARTICULARS

Information as per the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is provided in Annexure A forming part of this Report.

CORPORATE GOVERNANCE

The Company has adopted the Corporate Governance Policies and Code of Conduct which set out systems, processes and policies designed at ensuring transparency in all dealings and in the functioning of Board and Management. As per Clause 49 of the Listing Agreement, a report on the Corporate Governance forming part of the DirectorsReport is attached.

A certificate from the Auditors of the Company regarding compliance with the conditions of the Corporate Governance is given in the Annexure.

SOCIAL WELFARE

Your Company continues its welfare activities by participating in various projects sponsored byTAI, ITA, ABITA,TOKLAI, UPASI, KPA in the State of Assam & Karnataka and also directly contributes to the areas social causes.

CREDIT RATING

The Company continues to have the domestic credit ratings of BBB stable from CRISIL

CONSOLIDATED FINANCIAL STATEMENTS

As prescribed by Accounting Standard 21 issued by the Institute of Chartered Accountants of India, the audited consolidated financial statements of the Company together with Auditors Report for the year ended 31 st March, 2010 are annexed.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii) that the selected Accounting Policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2010 and of the profits of the Company for the year ended on that date;

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

iv) that the annual accounts have been prepared on a going concern basis; and

v) that the Company has adequate internal systems and controls in place to ensure compliance of laws applicable to the Company.

DIRECTORS

Shri M. K. Daga and Shri M. M. Pyne retire from the Board by rotation and are eligible for re-appointment at the forthcoming Annual General Meeting. The Notice convening the forthcoming Annual General Meeting includes the proposals for re-appointment of Directors.

SECRETARIAL AUDIT REPORT

As a measure of good corporate governance practice, the Board of Directors of the Company appointed Shri S. K. Jain, Practicing Company

Secretary, to conduct Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31,2010, is provided in the Annual Report.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1996, Listing Agreements with the Stock Exchanges, Securities Contracts (Regulation) Act, 1956 and all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.

AUDITORSREPORT

The Auditors Report to the Shareholders does not contain any qualification.

AUDITORS

The Auditors, M/s. Singhi & Co. Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

M/s. Singhi & Co. has submitted the Peer Review certificate dated 11th February, 2010 issued to them by Institute of Chartered Accountants of India (ICAI).

PERSONNEL

The information required under Section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, is provided in Annexure forming part of this Report. In terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining copy of the same may write to the Company Secretary.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and the stakeholders for their continued co-operation and support to the Company. Your Directors also wish to record their appreciation for the continued co-operation and support received from the employees of the Company.

On behalf of the Board

Place :Kolkata G.D.Bangur

Dated :7th August, 2010 Chairman