Directors Report of Longview Tea Company Ltd.

Mar 31, 2014

TO THE SHAREHOLDERS

The Directors are pleased to present the Annual Report together with the Audited Financial Statement of the Company for the year ended 31st March, 2014.

(Amount in Rs.) FINANCIAL RESULTS Year ended Year ended 31-03-2014 31-03-2013

Profit/(Loss) before Tax 42,11,333 84,28,590

Less: Provision for Taxation 8,02,500 16,06,100

Profit after Tax 34,08,833 68,22,490

Balance of Loss brought forward from Previous year (61,08,051) (1,29,30,541)

Balance of Loss carried over (26,99,218) (61,08,051)

DIVIDEND :

In view of the accumulated losses, your Directors do not recommend for payment of any dividend on shares for the year ended 31st March, 2014.

REVIEW OF OPERATIONS :

Your company is engaged in the business of trading of tea and ferrous metals and surplus funds as generated from such activity being deployed in suitable investment from time to time . The current year''s performance is expected to be in same line as that of the previous year.

DIRECTORS :

Mr. Yashwant Kumar Daga retires by rotation u/s 152 of The Companies Act, 2013 and offers himself for reappointment.

In terms of provisions of Section 149 of The Companies Act, 2013 and SEBI circular dated 17/4/2014 on Corporate Governance it is proposed to appoint Shri Durga Prasad Birla and Shri Manoj Kumar Agrawal , respectively , both Non Executive Directors at present holding office of Director as per erstwhile Companies Act, 1956, as Independent Director for a period of five years from 1st October, 2014 to 30th September, 2019.

AUDITORS AND AUDITORS REPORT :

The retiring auditors M/s Lodha & Company, Chartered Accountants , Kolkata retire at the conclusion of the ensuing Annual General Meeting and have offered themselves for reappointment. In terms of the provisions of section 139 of The Companies Act, 2013 read with Rule 6 of Companies (Audit and Auditors) Rules, 2014 the Board of Directors have resolved to recommend their reappointment as Statutory Auditors to the members at the ensuing Annual General Meeting.

The notes appended to the accounts and referred in the Report of the Auditors are all self explanatory and do not warrant any further explanation.

SECRETARIAL COMPLIANCE CERTIFICATE :

In terms of the General circular 8/2014 bearing no. 1/19/2013-CL-V dated 1/4/2014 of the Ministry of Corporate Affairs, the Secretarial Compliance Certificate issued by Practicing Company Secretary , in respect of financial year ended 31.03.2014, forming part of this Report, is annexed.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT :

A report on Corporate Governance for the financial year ended 31.03.2014 and Management Discussion and Analysis Report as per clause 49 of the Listing Agreement are attached and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT :

Your Directors confirm:

1. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. That the Directors have selected such policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit / loss of the company for the period.

3. That 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 detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

ADDITIONAL INFORMATION :

Your company not being engaged in manufacturing operations, the particulars required under Section 217(1)(e) of The Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

PARTICULARS REGARDING EMPLOYEES REMUNERATION :

As there was no employee drawing remuneration specified in Section 217(2A) of The Companies Act, 1956, the said particulars are not applicable.

LISTING FEES :

The shares of the company are listed in Bombay, Delhi and Calcutta Stock Exchange respectively and listing fees for the financial year 2014-2015 have been paid to the respective stock exchange.

ACKNOWLEDGEMENT :

Your Directors record their appreciation of the assistance and cooperation extended to the company by the bankers and other authorities. Your Directors are also thankful to all the employees for their devoted efforts.

For and on behalf of the Board Pradip Kumar Daga Durga Prasad Birla (DIN 00040692) (DIN 00066622) Place : Kolkata Yashwant Kumar Daga Manoj Kumar Agrawal (DIN 00040632) (DIN 00067194) Dated : 30th May, 2014 Directors Directors

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Mar 31, 2013

TO THE SHAREHOLDERS

The Directors are pleased to present the Annual Report along with the Audited Accounts of the Company for the year ended 31 st March, 2013.

FINANCIAL RESULTS

(Rs)

Profit /(Loss) before Tax 84,28,590

Tax 16,06,100

Profit after Tax 68,22,490

Balance brought forward from previous year (1,29,30,541)

Balance Carried Forward (61,08,051)

DIVIDEND

In view of accumulated losses, your Directors regret their inability to recommend any dividend. REVIEW OF OPERATION

Your Company is engaged in the trading activity of tea and ferrous metals and surplus funds of the Company has been invested in inter-corporate deposits and shares of the bodies corporate. The current year performance is expected to be in line with the previous year.

DIRECTORS

Shri Pradip Kumar Daga and Shri Durga Prasad Birla retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment,.

AUDITORS AND AUDITORS'' REPORT

The retiring auditors M/s Lodha & Co., Chartered Accountants, Kolkata retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The notes appended to the accounts and referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further comments or explanations.

COMPLIANCE CERTIFICATE

As prescribed under Companies (Compliance certificates) Rules,2001, compliance certificate from a practicing company secretary has been obtained and annexed to this report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS REPORT

A report on Corporate Governance and Management Discussion and Analysis as per Clause 49 of the Listing Agreement with Stock Exchange is attached to the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm :

1. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit/Loss of the Company for that period.

3. That 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 detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

ADDITIONAL INFORMATION

Since the Company is not into any manufacturing activities at present, particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration prescribed under the provisions of Section 217(2A) and rules framed there under.

LISTING FEES

Your Company is listed on Calcutta, Bombay and Delhi Stock Exchanges and listing fees of the exchanges for the year 2013-14 have been paid.

ACKNOWLEDGEMENT

Your Directors record their appreciation of assistance and co-operation extended to the Company by the bankers and other authorities. Your Directors are also thankful to all the employees for their co- operation and devoted efforts.

P. K. DAGA

Regd. Office : Y K DAGA

16, Hare Street, M. K. AGARWAL

Kolkata - 700 001 D. P. BIRLA

Dated : 30th May, 2013 Directors

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Mar 31, 2012

The Directors are pleased to present the Annual Report along with the Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

Particulars (Rs.)

Profit/(Loss) before Tax 8,088,900

Tax 1,541,300

Profit after Tax 6,547,600

Balance brought forward from previous year (19,478,141)

Balance Carried Forward (12,930,541)

DIVIDEND

In view of accumulated losses, your Directors regret their inability to recommend any dividend.

DIRECTORS

Shri Manoj Kumar Agarwal retires at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

AUDITORS AND AUDITORS' REPORT

The retiring auditors M/s Lodha & Co., Chartered Accountants, Kolkata retire at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

The notes appended to the accounts and referred to in the Auditors' Report are self-explanatory and therefore, do not call for any further comments or explanations.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS REPORT

A report on Corporate Governance and Management Discussion and Analysis as per Clause 49 of the Listing Agreement with Stock Exchange is attached to the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm :

1. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit/(Loss) of the Company for that period.

3. That Directors have taken 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 detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

ADDITIONAL INFORMATION

Since the Company is not into any manufacturing activities at present, particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration prescribed under the provisions of Section 217(2A) and rules framed there under.

ACKNOWLEDGEMENT

Your Directors record their appreciation of assistance and co-operation extended to the Company by the bankers and other authorities. Your Directors are also thankful to all the employees for their co-operation and devoted efforts.

Regd. Office : P. K. DAGA

16, Hare Street, D. P. BIRLA

Kolkata - 700 001 M. K. AGARWAL

Dated : 29th May, 2012 Directors