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Directors Report of Ledo Tea Company Ltd.

Mar 31, 2015

The Directors have pleasure in presenting 32nd Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

Current Year Previous Year Rs. in Lacs Rs. in Lacs

Profit/(Loss) before Interest, Depreciation, Taxes & Extraordinary Items (120.11) 35.18

Deduction : Interest 24.31 35.72

Depreciation 35.86 30.70

60.17 66.42

Profit /(Loss) before Taxation & Extraordinary Items (180.28) (31.24)

Extraordinary Items 183.46 -

Less/(Add) : Provision for Taxation (Net) (30.67) 5.29

Profit/(loss) after Taxation 33.85 (36.53)

ADD : Transferred from General Reserve - 35.00

Less : Depreciation adjusted as per revised calculation 4.75 -

Add : Surplus brought from previous year 3.17 4.70

Balance Carried to Balance Sheet 32.27 3.17

2. PERFORMANCE HIGHLIGHT

Your company produced 8.23 lac kgs. of tea for the year under review as against 8.45 lacs kgs. in the previous year and achieved a net turnover of Rs. 975.98 lacs by selling 7.74 lac Kgs. of tea as compared to Rs. 1073.31 lacs by selling 8.76 lac Kgs. of tea in the previous year. The operation of the Company during the year under review has resulted in a loss of Rs. 120.11 lacs before Interest, Depreciation, Taxes & Extraordinary Items in comparison to profit of Rs. 35.18 lacs in the previous year. After adjustment of profit from sale of land your company earned a net profit of Rs.33.85 lacs during the year as against loss of Rs.36.53 lacs in the previous year.

3. DIVIDEND

In absence of operational profit ,Your Directors do not recommend any Dividend for the year ended 31st March, 2015.

4. MODERNIZATION & EXPANSION

The uprooting and replanting programme is being carried out in a phased manner. Your Company has spent Rs.27.44 lacs on extension & re-plantation and Rs.8.79 lacs on plant & machineries and Rs.21.87 lacs on vehicles during the year under review.

5. FUTURE PROSPECT

The current season has started with extreme dry and unfavourable climatic condition causing huge crop loss in the early part of the season. The average price realisation till date is also lower than previous season due to lower domestic and export requirement. There has been steep rise in wages and other cost of inputs which will increase cost of production extensively and will have adverse impact on smooth runing of the tea estate. Your company is making all efforts to control cost and show improved results.

6. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees

e. SHARES WITH DIFFERENTIAL RIGHTS

No equity shares with differential rights were issued during the year under review.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

During the year under review the Company was not required to transfer any amount to Investors Education and Protection fund under Section 125(2) of the Companies Act, 2013.

8. CORPORATE GOVERNANCE

As the paid-up Share Capital of the Company is less than Rs. 10 Crores and its Reserves are less than Rs. 25 crore, Clause 49A of Corporate Governance is not applicable to your Company. However, adequate steps have been taken for better corporate governance.

9. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to adopt Corporate Social Responsibility Policy and to incur expenditure on it.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered into any contract or arrangement with related parties referred in the section(1) of section 188 of the Companies Act 2013 during the year under review.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not made any loans or investments or given guarantees under section 186 of the Companies Act , 2013 during the year under review and hence the said provisions is not applicable.

12. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT – 9 is furnished in Annexure –1 and is attached to this Report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Sarita Lohia (DIN 00436091) was appointed as Additional Director on 27th March, 2015.Pursuant to section 160 of the Companies Act, 2013 she holds her office till the date of the forthcoming Annual General Meeting.

Mr. Nirmit Lohia (DIN:03591937) retires at the ensuing Annual General Meeting but being eligible offers himself for reappointment.

At the Board Meeting held on 14th Feb, 2015 Mr. Susanta Kumar Chatterjee (DIN 03115406) and Mr. Anil Choudhury (DIN 00439533) were designated as Independent Directors. Pursuant to section 149 of the Act,subject to the approval of the share holders at the forthcoming Annual General Meeting. Necessary declaration under section 149(6) of the Act, has been obtained from them that they fulfill the criteria to be appointed as Independent Director.

At the Board Meeting held on14th Feb, 2015 Mr. Ramesh Kumar Hirawat was appointed as President cum Chief Financial Officer (CFO) of the Company.

14 . BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and Listing Agreements, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee.

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, attendance of the meetings, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

15. NOMINATION AND REMUNERATION POLICY:

The Board of Directors of the Company at their meeting held on 14th February, 2015 constituted a Nomination and Remuneration Committee of Directors mainly for the purposes of recommending the Company's policy on remuneration package for the Managing/Executive Directors, reviewing the structure, design and implementation of remuneration policy in respect of Key Management Personnel. No meeting of the Nomination and Remuneration Committee was held during the year. The composition of the Nomination and Remuneration Committee is as follows:-

Name of the Committee Members Nature of Directorship Membership

Mr. S.K.Chatterjee Non Executive Independent Director Chairman

Mr. Anil Chowdhuty Non Executive Independent Director Member

Mr. Nirmit Lohia Non Executive Director Member

16. AUDIT COMMITTEE:

Audit Committee was constituted on 14th Feb,2015 comprising Mr. S.K.Chatterjee Independent Director as Chairman, Mr. Anil Choudhury Independent Director and Mr. Nirmit Lohia NonExecutive Director as other members.All the recommendations made by the Audit Committee were accepted by the Board.

17. MEETINGS:

The details of the Board Meeting and General Meeting are given in Annexure '2'.

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

The required details are provided in Annexure '3' annexed to this Report.

19. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There is no employee drawing remuneration in excess of the limits prescribed under Rule 5(2) of The Companies (Appointment) Rules, 2014.

20. DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 134(5) of the Companies Act 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

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

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

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

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

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

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

21. CODE OF CONDUCT

The Company has a Code of Conduct which is applicable to directors and management personnel of the Company. The Company believes in conducting business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations.

The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and management personnel in their business dealings and in particular on matters relating integrity in the work place, in business practices and complying with applicable laws etc.

All the directors and management personnel have submitted declaration confirming compliance with the code.

22. RISK MANAGEMENT POLICY:

Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of Directors of the Company has adopted a Risk management Policy of the Company. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wide Risk Management, Internal Control and Internal Audit methodologies and processes.

23. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

24. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. All the Board of Directors and designated employees have confirmed compliance with the Code.

25. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

During the year the company appointed M/s Sanjeev Agarwal & Associates,Chartered Accountants, Kolkata as an Internal Auditor. The firm is authorized to by the Audit Committee to access the adequacy and compliance of internal control process, statutory requirements etc. The Audit Committee met regularly to review reports submitted by the Internal Auditor. The Audit Committee upon discussion with Internal Auditor set up applicable control measures for the Company.

26. SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

27. MATERIAL CHANGES

There are no material changes and commitments affecting the financial position of the company have accured between the date of financial year of the Company and date of the report. There is no change in the nature of business of the Company.

28. STATUTORY AUDITORS

M/s. Das & Prasad, Chartered Accountants, ( Firm Registration No. 0303054E) Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Notes on financial statement referred to in the Auditors' Report are self- explanatory and do not call for any further comments.

29. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY

The Company has no Subsidiary, Associate or Joint Venture Company.

30. SECRETARIAL AUDIT

The Company has appointed Mr. Babu Lal Patni (FCS 2304), a Practicing Company Secretary to conduct secretarial audit pursuant to section 204 of the Companies Act, 2013. Their report in form MR3 is attached to this report as annexure '4' As regards his observation made in the secretarial Audit we are to state that the necessary steps are being taken to comply with the requirements.

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

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure '5' and is attached to this report.

32. DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

33. SOCIAL OBLIGATION

Your Company has taken up and is constantly in touch with the various socio-economic projects for uplifting standards of living of the people in and around its estate where it operates.

34. LISTING ARRANGEMENTS

The Equity Shares of the Company are continued to be listed on the Stock Exchange, Mumbai (BSE). The Annual Listing Fees of BSE have been paid up to the date.

35. GENERAL

Your Director 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.

36. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholder for their support and confidence reposed on your Company

Registered Office :

Sir R. N. M. House

3-B, Lal Bazar Street By Order of the Board

Kolkata - 700 001 NIRMAL KUMAR LOHIA Dated, the 30th May,2015 Chairman-Cum-Managing Director


Mar 31, 2014

THE MEMBERS

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

FINANCIAL RESULTS Current Year Previous Year Rs. in Lacs Rs. in Lacs

Profit/(Loss) before Interest, Depreciations. Taxes 35.18 62.68

Deduction : Interest 35.72 32.08

Depreciation 30.70 29.00

66.42 61.08

Profit/(Loss) before Taxation (31.24) 1.60

Less/(Add): Provision for Taxation (Net) 5.29 0.92

Profit/(Loss) after Taxation (36.53) 0.68

Add: Transferred from General Reserve 35.00 —

Add : Surplus brought from previous year 4.70 4.02

Balance Carried to Balance Sheet 3.17 4.70

PERFORMANCE HIGHLIGHT

Your company produced 8.45 lac kgs. of tea for the year under review as against 9.07 lacs kgs. in the previous year and achieved a net turnover of Rs. 1073.31 lacs by selling 8.76 lac kgs. of tea as compared to Rs. 1144.91 lacs by selling 8.93 lac kgs. of tea in the previous year. The operation of the Company during the year under review has resulted in a profit of Rs. 35.18 lacs before Interest, Depreciation and Taxes in comparison to profit of Rs. 62.68 lacs in the previous year. Thus your company incurred a net loss of Rs. 36.53 lacs during the year as against profit of Rs. 0.68 lacs in the previous year.

DIVIDEND

In view of loss incurred, your Directors do not recommend any Dividend for the year ended 31 st March, 2014.

MODERNISATION & EXPANSION

The uprooting and replanting programme is being carried out in a phased manner. Your Company has spent Rs. 23.14 lacs on extension & replantation and Rs. 2.11 lacs on plant & machineries and Rs. 10.68 lacs on vehicles including Tankers and trailors during the year under review.

FUTURE PROSPECT

The current season started with extreme dry weather condition causing huge loss of crop in the early part of the season. However, the season augurs well for tea prices particularly for better quality teas. The cost of production is going up with increase in wages & cost of other inputs. So the quality needs to be improved continuously to fetch better prices to compensate the increasing cost of production. Your company is trying its level best to show improved results.

CORPORATE GOVERNANCE

As the paid-up Share Capital of the Company being less than Rs. 3 Crores, SEBI''s Corporate Goverance Code is not applicable to your Company. However, adequate steps have been taken for better corporate goverance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responbility Statement, it is hereby confirmed that:

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

2) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2014;

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

4) the Directors have prepared the annual accounts of the Company on a going concern basis.

PERSONNEL

The Company greatly values, and has constantly endeavored to maintain excellent relationship with its employees.

None of the employees of the Company received remuneration exceeding the limit pursuant to Section 217(2A) of the Companies Act, 1956 and the rules made thereunder.

SOCIAL OBLIGATION

Your Company has taken up and is constantly in touch with the various socio-economic projects for uplifting standards of living of the people in and around its estate where it operates.

DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY ETC.

Necessary information 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 outgo are enumerated in annexure to this report.

DIRECTORATE

In accordance with the requirements of the Companies Act, 1956 Mr. S. K. Dabriwala and Mr. Nirmit Lohia retire by rotation and being eligible, offers himself for re-appointment.

AUDITORS''REPORT

The observations made by the Auditors in their report are self-explanatory and therefore, do not call for any further explanations u/s. 217(3)oftheCompaniesAct, 1956.

AUDITORS

- The Auditors M/s. Das & Prasad, Chartered Accountants, retire at this meeting and being eligible, have expressed their willingness to be re-appointed.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to the provisio to Section 383A(1) of the Companies Act, 1956 the Company has obtained Compliance Certificate for the year ended 31 st March, 2014 from a Company Secretary in whole time practice. A copy of the said Certificate is annexed with this report.

LISTING ARRANGEMENTS

The Equity Shares of the Company are listed on the Stock Exchange, Mumbai (BSE). The Annual Listing Fees of BSE have been paid upto the date.

Registered Office : By Order of the Board Sir R. N. M. House NIRMAL KUMAR LOHIA 3-B,Lal Bazar Street Chairman-cum-Managing Director Kolkata - 700 001 NIRMIT LOHIA Dated, the 30th May, 2014 Director


Mar 31, 2013

TO THE MEMBERS

The Directors have pleasure in presenting Thirtieth Annual Report of the Company along with the Audited Statement of Accounts for the yearended 31st March, 2013.

FINANCIAL RESULTS

Current Year Previous Year Rs. in Lacs Rs. in Lacs

Profit/(Loss) before Interest, Depreciation & Taxes 62.68 (18.28)

Deduction : Interest 32.08 30.45

Depreciation 29.00 26.61

61.08 57.06

Profit/(Loss) before Taxation 1.60 (75.34)

Less: Provision for Taxation (Net) 0.92 (4.62)

Profit/(Loss) after Taxation 0.68 (70.72)

Add: Transferred from General Reserve 20.00

Add: Surplus broughtfrom previous year 4.02 54.74

Balance Carried to Balance Sheet 4.70 4.02

PERFORMANCE HIGHLIGHT

Your company produced 9.07 lac kgs. of tea for the year under review as against 7.80 lacs kgs. in the previous year and achieved a netturnoverof Rs. 1144.91 lacs by selling 8.93 lac Kgs. of tea as compared to Rs. 772.87 lacs by selling 7.63 lac Kgs. of tea in the previous year. The operation of the Company during the year under review has resulted in a profit of Rs. 62.68 lacs before Interest, Depreciation and Taxes in comparison to loss of Rs. 18.28 lacs in the previous year. Thus your company achieved a net profit of Rs.0.68 lacs during the year as against loss of Rs.70.72 lacs in the previous year.

DIVIDEND

Your Directors do not recommend any Dividend for the year ended 31 st March, 2013.

MODERNISATION & EXPANSION

The uprooting and replanting programme is being carried out in a phased manner. Your Company has spent Rs. 31.29 lacs on extension & replantation and Rs. 21.28 lacs on building, plant & machineries and Rs. 6.06 lacs on vehicles during the year under review.

FUTURE PROSPECT

The current season started with a droughty condition but at present reasonable rainfall has been received. The prices of tea have been sluggish due to large carryover stock as well lesser export demand. The increase in wage rate and inputs like H.S.D. Oil, pesticides, fuel costs etc. will hit the bottom line. However, your Company will try its level best to offset the increase in cost by better price realization and is hopeful of improved results in the current year.

CORPORATE GOVERNANCE

As the paid-up Share Capital of the Company being less than Rs. 3 Crores, SEBI''s Corporate Governance Code is not applicable to your Company. However, adequate steps have been taken for better corporate governance.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

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

2) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March 2013;

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

4) the Directors have prepared the annual accounts of the Company on a going concern basis.

PERSONNEL

The Company greatly values, and has constantly endevoured to maintain excellent relationship with its employees.

None of the employees of the Company received remuneration exceeding the limit pursuant to Section 217(2A) of the Companies Act, 1956 and the rules made thereunder.

SOCIAL OBLIGATION

Your Company has taken up and is constantly in touch with the various socio-economic projects for uplifting standards of living of the people in and around its estate where it operates.

DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY ETC.

Necessary information 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 outgo are enumerated in annexure to this report.

DIRECTORATE

In accordance with the requirements of the Companies Act, 1956, Mr. Anil Choudhury retires by rotation and being eligible, offers himself for re-appointment.

AUDITORS* REPORT

The observations made by the Auditors in their report are self-explanatory and therefore, do not call for any further explanations u/s. 217(3) of the Companies Act, 1956.

AUDITORS

The Auditors M/s. Das & Prasad, Chartered Accountants, retire at this meeting and being eligible, have expressed their willingness to be re-appointed.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to the proviso to Section 383A(1) of the Companies Act, 1956, the Company has obtained Compliance Certificate for the year ended 31 st March, 2013 from a Company Secretary in whole time practice. A copy of the said Certificate is annexed with this report.

LISTING ARRANGEMENTS

The Equity Shares of the Company are listed on the Stock Exchange, Mumbai (BSE). The Annual Listing Fees of BSE have been paid upto the date.

Registered Office:

SirR.N.M. House

3-B, Lai Bazar Street By Order of the Board

Kolkata-700001 NIRMAL KUMAR LOHIA

Dated, the 30th May, 2013 Chairman-cum-Managing Director


Mar 31, 2012

TO THE MEMBERS

The Directors have pleasure in presenting Twenty-Ninth Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS Current Year Previous Year Rs. in Lacs Rs. in Lacs

Profit/(Loss) before Interest, Depreciation & Taxes (18.28) 21.22

Deduction : Interest 30.45 21.05

Depreciation 26.61 25.14

57.06 46.19

Profit/(Loss) before Taxation (75.34) (24.97)

Add: Provision for Taxation (Net) 4.62 (0.96)

Profit/(Loss) after Taxation (70.72) (25.93)

Add: Transferred from General Reserve 20.00 -

Add : Surplus brought from previous year 54.74 80.67

Balance Carried to Balance Sheet 4.02 54.74

PERFORMANCE HIGHLIGHT

Your company produced 7.80 lac kgs. of tea for the year under review as against 7.50 lac kgs. in the previous year and achieved a net turnover of Rs. 772.87 lacs by selling 7.63 lac Kgs. of tea as compared to Rs. 801.78 lacs by selling 8.27 lac Kgs. of tea in the previous year. The operation of the Company during the year under review has resulted in a loss of Rs. 18.28 lacs before Interest, Depreciation and Taxes in comparison to profit of Rs. 21.22 lacs in the previous year. Therefore, your company incurred a net loss of Rs. 70.72 lacs during the year as against loss of Rs. 25.93 lacs in the previous year. There has been an increase of approx 30% in salary, wages and social costs in addition to steep rise in costs of other input during the year under review. The Tirap Colliery adjacent to our tea estate has intensified open cast mining in a big way, which is causing harm to our plantation, as Sulphur mixed water enters our garden through many areas. Therefore, a lot of protection work has to be done every year to save our plantation.

DIVIDEND

In view of the loss incurred, your Directors do not recommend any Dividend for the year ended 31 st March, 2012.

MODERNISATION & EXPANSION

The uprooting and replanting programme is being carried out in a phased manner. Your Company has spent Rs.22.50 lacs on replantation and Rs. 8.11 Lacs on plant & machinery in the year under review.

FUTUREPROSPECT

The Indian Tea Industry is heading for a major decline in production this year, having lost significant crop in the first six months. As per latest datas available, tea crop is down by about 20 million kg. upto 31st July'' 2012. Unless there is a dramatic recovery in remaining part of the season, it will be difficult to maintain last years level. Though the realizations have gone up, but at the same time, labour wages & cost of other inputs have also gone up alarmingly. Your company is trying hard to overcome these stringencies and is hopeful of improved performance in the current year.

CORPORATE GOVERNANCE

As the paid-up Share Capital of the Company being less than Rs. 3 Crores, SEBI''s Corporate Governance Code is not applicable to your Company. However, adequate steps have been taken for better corporate governance.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

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

2) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2012;

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

4) the Directors have prepared the annual accounts of the Company on a going concern basis.

PERSONNEL

The Company greatly values, and has constantly endeavoured to maintain excellent relationship with its employees.

None of the employees of the Company received remuneration exceeding the limit pursuant to Section 217(2A) of the Companies Act, 1956 and the rules made thereunder.

SOCIAL OBLIGATION

Your Company has taken up and is constantly in touch with the various socio-economic projects for uplifting standards of living of the people in and around its estate where it operates.

DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY ETC.

Necessary information 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 outgo are enumerated in annexure to this report.

DIRECTORATE

In accordance with the requirements of the Companies Act, 1956 Mr. S. K. Chatterjee retires by rotation and being eligible, offers himself for re-appointment.

AUDITORS'' REPORT

The observations made by the Auditors in their report are self-explanatory and therefore, do not call for any further explanations u/s. 217(3) of the Companies Act, 1956.

AUDITORS

The Auditors M/s. Das & Prasad, Chartered Accountants, retire at this meeting and being eligible, have expressed their willingness to be re-appointed.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to the proviso to Section 383A(1) of the Companies Act, 1956 the Company has obtained Compliance Certificate for the year ended 31 st March, 2012 from a Company Secretary in whole time practice. A copy of the said Certificate is annexed with this report.

LISTING ARRANGEMENTS

The Equity Shares of the Company are listed on the Stock Exchange, Mumbai (BSE). The Annual Listing Fees of BSE have been paid upto the date.

Registered Office:

SirR. N. M. House

3-B, Lai Bazar Street By Order of the Board

Kolkata - 700 001 NIRMAL KUMAR LOHIA

Dated, the 30th May, 2012 Chairman-cum-Managing Director


Mar 31, 2010

The Directors have pleasure in presenting Twenty-Seventh Annual Report of the Company along with the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS Current Year Previous Year Rs. in Lacs Rs. in Lacs

Profit before Interest, Depreciation & Taxes 99.56 54.82

Deduction : Interest 16.47 16.64

Depreciation 28.38 24.56

44.85 41.20

Profit before Taxation 54.71 13.62

Add: Provision for Taxation (Net) (12.70) 5.72

Profit after Taxation 42.01 19.34

Add: Surplus brought from previous year 98.79 79.45

Amount available for appropriation 140.80 98.79

APPROPRIATION

Transferred to General Reserve 40.00 -

Dividend Proposed & Tax thereon 20.14 -

Balance Carried Forward 80.66 98.79

140.80 98.79

PERFORMANCE HIGHLIGHT

Your company produced 10.28 lac kgs. of tea for the year under review as against 9.85 lacs kgs. in the previous year and achieved a net turnover of Rs. 976.85 lacs by selling 9.83 lacs Kgs. of tea as compared to Rs. 827.27 lacs by selling 9.22 lacs Kgs. of tea in the previous year. The operation of the Company during the year under review has resulted in a profit of Rs. 99.56 lacs before Interest, Depreciation and Taxes in comparison to Rs. 54.82 lacs in the previous year. Your company achieved a net profit of Rs. 42.01 lacs as against net profit of Rs. 19.34 lacs in the previous year.

The industry is highly labour intensive and is subject to stringent labour laws. There has been an increase of approx. 15% in salary, wages and social cost in addition to rise in other input costs during the year under review. Shortage of labour during peak season is a cause of concern.

Your company has received notifications during the year from the Government to surrender 126 bighas of prime planted land as they are constructing a by-pass road on NH-38 passing through our garden to shorten the distance between Tinsukia andArunachal border. This by-pass is of national importance in order to protect our country from neighbouring countries. After various correspondence and persuasion, they allowed us some time to take necessary measures for safeguarding our garden. Accordingly, your company took necessary steps for land preservation, realignment of internal garden roads & pathways, relocation of existing drain outlets, shifting of electrical installations, main boundary fencing etc.

The Tirap Colliery adjacent to our tea estate has also intensified open cast mining in a big way and they dump the overburden on roads adjacent to our garden boundary and the entire area gets slippery and full of mud. Water mixed with sulphur content is entering into garden through many areas for which lot of protection work has to be done to save our plantation.

DIVIDEND

Your Directors are pleased to recommend a dividend of 20% on the Equity Share Capital of the company for approval of members at the forthcomingAnnual General Meeting.

MODERNISATION & EXPANSION

Your Company has continued its policy of uprooting and replanting along with infilling programmes in a phased manner in order to increase the yield of the Tea Estate. Your Company Replanted and Rejuvenated 21.40 Hects. of Land and uprooted 11.77 Hects. of Land which will make valuable addition to crop in forthcoming years. Further, your company has invested Rs.52.90 lacs for Modernization of the factory and Rs. 10.80 Lacs for procurement of Garden Vehicles.

FUTURE PROSPECT

There has been noticeable change in the climatic conditions with erratic rainfall distribution. These are possibly the result of global warming and would play an important role in tea cultivation, the effect of which is being seen with erratic weather conditions and severe infestation of Helopeltis affecting the tea crop adversely in the current year.

The demand scenario is also not very encouraging due to huge stock of plainer varieties tea lying with whole-sellers and agents. However, there is good demand for quality tea Your company is making all efforts to produce good quality tea in order to fetch better realisation. We are hopeful that we will be able to show better results in the current year.

CORPORATE GOVERNANCE

As the paid-up Share Capital of the Company being less than Rs. 3 Crores, SEBIs Corporate Governance Code is not applicable to your Company. However, adequate steps have been taken for better corporate governance.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA)ofthe Companies Act, 1956, with respect to Directors" Responsibility Statement, it is hereby confirmed that

1) in the preparation of annual accounts, the applicable accounting standards have been followed:

2) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2010;

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

4) the Directors have prepared the annual accounts of the Company on a going concern basis.

PERSONNEL

The Company greatly values, and has constantly endeavoured to maintain excellent relationship with its employees.

None of the employees of the Company received remuneration exceeding the limit pursuant to Section 217(2A) of the Companies Act, 1956 and the rules made thereunder.

SOCIAL OBLIGATION

Your Company has taken up and is constantly in touch with the various socio-economic projects for uplifting standards of living of the people in and around its estate where it operates.

DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY ETC.

Necessary information 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 outgo are enumerated in annexure to this report.

DIRECTORATE

Mr. Susanta Kumar Chatterjee was appointed as an Additional Director of the Company with effect from 29th May, 2010. Approval of the members is sought vide requisite resolution in the accompanying Notice dated 17th July, 2010, convening the Annual General Meeting. The Directors recommend the resolution for approval by the members.

In accordance with the requirements of the Companies Act, 1956 Mr. Anil Choudhury retires by rotation and being eligible, offers himself for re-appointment.

Mr. Nirmal Kumar Lohias tenure of appointment as Chairman-cum-Managing Director expires on 31st August, 2010. He has been reappointed for a period of 5 years w.e.f. 1 st September, 2010, subject to the approval of the members in the ensuring Annual General Meeting in his existing capacity as Chairman-cum-Managing Director on the terms and conditions as set out in the Notice of the Annual General Meeting. The attention of the members is invited to the relevant item in the Notice of the meeting and the Explanatory Statement thereto.

AUDITORSREPORT

The observations made by the Auditors in their report are self-explanatory and therefore, do not call for any further explanations u/s. 217(3) of the Companies Act, 1956

AUDITORS

The Auditors M/s. Das& Prasad, Chartered Accountants, retire at this meeting and being eligible, have expressed their willingness to be re-appointed.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to the proviso to Section 383A( 1) of the Companies Act, 1956 the Company has obtained Compliance Certificate for the year ended 31 st March, 201 Ofrom a Company Secretary in whole time practice. Acopy of the said Certificate is annexed with this report.

LISTING ARRANGEMENTS

The Equity Shares of the Company are listed on the Stock Exchange, Mumbai (BSE). The Annual Listing Fees of BSE have been paid upto the date.

Registered Office: Sir R.N.M. House 3-B, Lai Bazar Street By Order of the Board Kolkata-700 001 S. K. DABRIWALA Dated, the 17th July, 2010 Director



 
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