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Directors Report of Lykis Ltd.

Mar 31, 2016

The directors have pleasure in presenting the 32nd Annual Report together with the Audited Statement of Accounts for the financial year ended on 31st March, 2016.

1. Financial Performance Summary :

( Rs. in Lakhs )

Particulars

For the year ended on 31.03.2016 (Standalone)

For the year ended on 31.03.2015 (Standalone)

For the year ended on 31.03.2016 (Consolidated)

For the year ended on 31.03.2015 (Consolidated)

Income

Revenue from operation

10466.76

16683.57

10693.70

16805.61

Capital Expenditure on tangible assets during the year

219.21

88.41

233.24

129.69

Amount transferred to Reserve

-

-

-

-

Profit / (Loss) before Depreciation, Interest and Tax

476.09

422.46

335.82

288.02

Less : Depreciation

34.27

73.89

40.63

74.28

Profit / (Loss) after Depreciation but before Interest &Tax

441.82

348.57

295.19

213.74

Less : Interest

206.68

171.78

208.02

173.48

Profit / (Loss)after Depreciation and Interest but before Tax

235.14

176.79

87.17

40.26

Less : Provision For Taxation

-

-

-

-

Current Tax

51.20

57.00

51.20

57.00

Deferred Tax

4.69

(25.90)

4.69

(26.10)

Profit / (Loss)after Tax for the period

179.25

145.69

31.28

9.36

Add/(Less): Share of Loss transferred to Minority Interest

-

-

2.64

1.37

Profit / (Loss) for the period after adjustment

149.25

145.69

33.92

10.73

2. Overview of Company’s Affairs:

During the year under review, your Company witnessed reduction in revenue from Rs. 16,805.61 lakhs in 2014-15 to Rs. 10,693.70 lakhs in 2015-16. The reduction is mainly due to reduction in exports to African markets reason being unprecedented devaluation of their currencies.

The primary factors expected to drive a spurt in FMCG sales are stronger GDP growth and rise in employment. An increase in the rate of availability through distribution expansion is also expected to support sales growth. The overall FMCG market is expected to increase at a compound annual growth rate (CAGR) of 14.7 per cent during 2012-2020, with the rural FMCG market anticipated to increase at a CAGR of 17.7 per cent during 2012-2025.

A number of steps taken by the government and the direct transfer of subsidies are also expected to start bearing fruit. The cumulative effect of lower oil and commodity prices are expected to contribute to significant structural changes in the economy.

Income distribution acts as a crucial barometer for FMCG firms in emerging markets by allowing firms to assess when household incomes reach levels at which discretionary spending takes off. As more households move into middle-class income brackets, aspirational consumers switch purchases from basic food items to FMCG items. India''s income distribution is poised to see a significant change over the next decade. The increase in absolute incomes and changes in distribution are expected to be key drivers of growth.

Consumer goods companies, particularly FMCG companies, are upbeat as well. Rural India is estimated to account for more than 700 million consumers or 70 per cent of the Indian population and 50 parent of the total FMCG market. This market has immense potential, enticing FMCG companies to take different steps to capture it. The smaller towns and cities of India are expected to play a more significant role in shaping future demand trends in the FMCG sector. The FMCG segment will contribute increasingly larger shares of sales for e-commerce companies.

3. Board of Directors and Key Managerial Personnel:

Chairman Mr. Vijay Kishanlal Kedia (DIN : 00230480) is an investor with more than 3 decades of experience in capital market.

Mr. Nadir Umedali Dhrolia (DIN : 03303675) Non Executive Director

He is aged about 41 years. He is a B.Com graduate. He has more than 22 years of rich experience and expertise in the African markets.

Ms. Jyoti Budhia (DIN : 00332044) Independent Director

She is aged about 51 years, She is a B.Com (Hons.) graduate. She has over 30 years experience in financial and industrial matters.

Mr. Prince Tulsian (DIN : 02691348)

Managing Director

He is aged about 39 years. He is a B.Com (Hons.) graduate. He has more than 20 years vast experience in tea plantation and production of good quality tea.

Mr. Mayank Jhunjhunwala (DIN : 02695948) Independent Director

He is aged about 32 years. He is a B.Com (Hons.) graduate and a qualified CFA. He has over 12 years experience in financial and Industrial matters.

Mr. Rajendra Manilal Shah (DIN : 07259569) Independent Director

He is B.E. Mechanical & M.E. (Auto) he has over 40 years experience in plastic engineering. He was a Professor in VTJI, mumbai for graduation studies for more than 12 year.

Key Managerial Personnel of the Company :

Pursuant to the provisions of Section 203 of the Act, the key managerial personnel of the Company are Mr. Pawan Kumar Gupta, Chief Executive Officer; Mr. Ankit Maheshwari, Chief Financial Officer and Mr. Shailesh Bhaskar, Company Secretary. There has been no change in the key managerial personnel during the year.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Nadir Umedali Dhrolia (DIN: 03303675)retires by rotation at the forthcoming Annual General Meeting and he being eligible, offers himself for re-appointment.

4. Dividend :

Though the Company has reported profit in the financial year 2015-16, your Company perceives tremendous growth prospects and to capitalize on the opportunities, the Management has not recommended any dividend for the current financial year.

5. Share Capital :

During the year under review, 9, 68,000 Equity warrants @ Rs. 40/- (including premium of Rs. 30/- per warrant) were issued to Mr. Pawan Kumar Gupta, the Non-Promoter CEO of the Company. Further, 9,68,000 equity shares were allotted pursuant to conversion of the said warrants by him. The said shares are under lock - in up to 17/01/2017.

6. Transfer to Reserves :

During the period under review, the Company has not transferred any amount to reserves.

7. Material Change in Nature of Business :

There has been no material change in the nature of business of the company.

8. Risk Management:

The Board takes responsibility for the overall process of risk management in the organization and for ensuring the robust internal controls are implemented to respond to changes in the business environment. An integrated system of risk management and internal controls is deployed, taking into account various factors, such as the size and nature of the inherent risks and the regulatory environment of the business. The business risk is managed through cross functional involvement and communication across businesses. The results of the risk assessment and residual risks are presented to the senior management. The Audit Committee reviews business risk areas covering operational, financial, strategic and regulatory risks.

Lykis''s strategy for risk management is to ensure that the Company and its employees continue to operate a ''go beyond'' compliance approach. This creates an environment where there is an embedded culture of informed risk acceptance, supported by an effective framework to create and foster growth.

9. Internal Control Systems and their Adequacy :

The Company has an adequate system of internal controls in place. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, compliances with regulations and protecting assets from unauthorized use or losses. The Company has continued its efforts to align all its processes and controls with global best practices. The company accords greatest importance to the security of its information assets and has the requisite security controls and checks. Adequate storage and back-up system is maintained to ensure security and availability of data at all times The internal control is supplemented by an extensive program of internal and external audits.

10.Subsidiary Companies, Joint Venture and Associate Companies :

a. Lykis Packaging Pvt. Ltd. (Formerly known as Lykis Pharma Pvt. Ltd.):It is a subsidiary of Lykis Limited. The Company is in the process of diversifying into Plastics/packaging business to facilitate backward integration with Lykis Limited business. During the year under review, the turnover of the Company is Rs. 35.14 lakhs.

b. Lykis Marketing Pvt. Ltd.: It is a wholly owned subsidiary of Lykis Limited. In a very short period the Company has set up a marketing network in 10 States. The Company is focused on domestic marketing of Tea and FMCG products and has achieved a turnover of 5.89 Crore during the year under review.

c. Lykis Confectioners Pvt. Ltd.: It is an Associate Company of Lykis Limited. It is involved in the manufacturing of Confectionery products.

d. Lykis Biscuits Pvt. Ltd, Lykis Agritech Pvt. Ltd, Lykis (UK) Limited& Lykis Soaps Pvt. Ltd.:

During the under review, the Company incorporated Lykis Soaps Pvt. Ltd to expand & diversify business of the Company along with other existing companies in future in India as well as overseas.

11. Deposits :

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

12. Corporate Social Responsibility :

Lykis Limited is committed to empower the local communities in its area of operation and support them in their path to sustainable and inclusive growth. This commitment is fundamental to the Company''s long term success. Lykis Limited is focused on creating shared value and making a difference through our Corporate Social Responsibility initiatives.

i) Being in the FMCG Sector, the company is extremely environmental friendly and strives to contribute towards preserving nature and our environment.

II) The Company provides several local employment opportunities and contributes towards improvement in standard of living.

III) Immense care is taken to ensure that the necessities of all our stakeholders are met. We treasure our employees and ensure their happiness in several ways.

IV) The employees are provided with a healthy working environment, free lunch and proper sanitation and water supply. Considerable amount has been invested into infrastructure to ensure health and safety of our employees

13. Corporate Governance:

Securities Exchange Board of India (SEBI) has prescribed certain Corporate Governance Standards vide SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Directors re-affirm their commitment to these Standards and a detailed report on Corporate Governance together with the Auditor''s Certificate on its Compliance is annexed hereto.

14. Human Resources :

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and an enthusiastic and healthy work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees.

15. Directors'' Responsibility Statement :

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b. for the financial year ended March 31, 2016, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the Profit and Loss of the Company for the year ended March 31, 2016.

c. that 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.

d. the annual financial statements have been prepared on a going concern basis.

e. that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

16. Management Discussion & Analysis :

In terms of clause (e) sub regulation (2) of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis forms part of the Annual Report.

17. Particulars of Employees :

As required under the provisions of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of particulars of the employees concerned forms part of the Board''s Report. Since, the company does not fall under the prescribed limit of the aforesaid provisions. Therefore, this requirement is not applicable to the Company.

18. Conservation Of Energy, Technology and Foreign Exchange Outgo :

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with the provisions of Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith and forms part of this report. (Annexure I).

19. Auditors And Auditors'' Reports :

Statutory Audit :

Your Company''s Auditors, M/s. Sanjay P. Agarwal & Associates, Chartered Accountants were appointed as the Statutory Auditors at the 30th Annual General Meeting for a term of 5 years. Their appointment is to be ratified by the Shareholders under Section 139 of the Companies Act, 2013 at the ensuing Annual General Meeting. The Statutory Auditor''s Report does not contain any qualification, reservation or adverse remark. The Auditors'' Report and the Notes on Account being self-explanatory are not dealt with separately.

Secretarial Audit :

Pursuant to the provisions of Section 204 of the Companies Act 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mr. Bijay Agarwal, Practicing Company Secretary, as its Secretarial Auditor to undertake the Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report certified by our Secretarial Auditors, in the specified form MR-3 is annexed herewith and forms part of this report. (Annexure-II)

20. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 :

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

21. Extract of Annual Return :

The details of the extract of the Annual Return in form MGT9 is annexed herewith and forms part of this report. (Annexure III)

22. Declaration By Independent Director(s) :

Pursuant to the provisions of Section 149 of the Act, Mr. Rajendra Manilal Shah and Ms. Jyoti Budhia were appointed as Independent Directors at the 31st Annual General Meeting held on 30th September, 2015 while Mr. Mayank Jhunjhunwala was appointed as Independent Director in 30th Annual General Meeting held on 30th September, 2014. They have submitted declarations that each of them meets the criteria of Independence as provided in Section 149(6) and there has been no change in the circumstances which may affect their status as Independent Director during the year.

23. Qualification or Reservation or Adverse Remark in Statutory Audit Report :

There is no such qualification or reservation or adverse remark reported by the Statutory Auditor of the company.

24. Training & Familiarization Programme Of Independent Directors :

A Director, upon appointment, is formally inducted to the Board. In order to familiarize the Independent Directors about the various business drivers, they are updated through presentations at Board Meetings about the Financials of the Company and new product launches.

They are also provided booklets about the business and operations of the Company.

25. Board Evaluation :

The Board has carried out an annual evaluation of its own performance, as well as the working of its Committees. The Board lay down the criteria for the performance evaluation. The contribution and impact of individual Directors were reviewed through a peer evaluation on parameters such as level of engagement and participation, flow of information, independence of judgment, conflicts resolution and their contribution in enhancing the Board''s overall effectiveness. A feedback cum assessment of individual directors, the board as a whole and its committees was conducted. The feedback obtained from the interventions was discussed in detail and, where required, independent and collective action points for improvement put in place.

26. Related Party Transaction Policy :

All transactions entered into with related parties as defined under the Companies Act 2013 and Rules 23 of SEBI (LODR) / Listing Agreement during the year under review were in the ordinary course of business and on an arms'' length basis and did not attract the provisions of Section 188 of the Companies Act, 2013. With regard to transactions with related parties, prior approval of the Audit Committee was obtained wherever required.

During the year under review, the Company had not entered into any contract/ arrangement / transactions with related parties which could be considered as material.

The particulars of contracts or arrangements referred to in section 188(1) of the Companies Act, 2013 with related parties and as mentioned in form AOC-2 of the Rules prescribed under Chapter IX under the Companies Act, 2013 is annexed herewith and forms part of this report. (Annexure IV)

27. Vigil Mechanism / Whistle Blower Policy :

In Compliance with provisions of Section 177(9) of the Companies Act, 2013 Rule 22 of SEBI (CODR) Regulation, 2015 your Company has established a Vigil Mechanism/ Whistle Blower Policy to enable stakeholders including Directors and employees to report unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases. The Protected Disclosures, if any reported under this Policy will be appropriately and expeditiously investigated by the Chairman. Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The Whistle Blower Policy has been disclosed on the Company''s website and circulated to all the Directors / employees.

28. Prevention of Sexual Harassment of Women at Workplace :

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and Redressal of complaints of sexual harassment at workplace. The Company has not received any complaint on sexual harassment during the financial year 2015-16.

29. Other Policies :

Your Company had adopted various other policies such as Policy for Document Retention, Policy on Material Subsidiaries, etc. as per the statutory requirements of Companies Act, 2013 and various other applicable laws, rules and regulations. All the policies are disclosed on the company’s Website at www.lykisgroup.com.

30. Significant and Material Orders Passed by the Regulators:

Trading of shares of the Company was suspended from 31st March, 2016 by BSE Limited as surveillance measures vide its notice no. 20160328-15 Dated: 28th March, 2016. However, the said suspension was revoked by them w.e.f 18th April, 2016 by its notice no. 20160413-37 dated: 13th April, 2016 after submission of required documents by the company with the exchange.

Acknowledgement :

We thank our Vendors, Bankers, Statutory Authorities and other Institutions for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

We also wish to express our gratitude to the Governments of various countries where we have our operations.

For and on behalf of the Board

Place : Kolkata VIJAY KISHANLAL KEDIA

Dated : 12th August, 2016 Chairman

DIN : 00230480


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report together with the Audited Statements of Accounts for the year ended on 31st March, 2014.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lakhs ) For the year For the year on ended ended on

Financial Results 31.03.2014 31.03.2013

Income 12060.57 1634.44

Profit / (Loss) before 263.63 17.83 Depreciation,Interest and Tax

Less : Depreciation 24.98 20.88

Profit / (Loss) after Depreciation 238.65 (3.05) but before Interest & Tax

Less : Interest 110.55 7.93

Profit / (Loss) after Depreciation 128.10 (10.98) and Interest but before Tax

Less : Provision For Taxation

Current Tax 36.80

Deferred Tax 4.35 4.40

Profit / (Loss) after Tax for the period 86.95 (15.38)

Prior period adjustment — (0.60)

Profit / (Loss) for the period after 86.95 (15.98) adustment

2. INFORMATION ON STATUS OF COMPANY''S AFFAIRS:

During the period under review the company has taken efficient measures to control its costs and increase its sales.

The company diversified and expanded the Business by entering FMCG business including Food, Pharma and Cosmetics alongwith Tea and completed this financial year with a huge increase of turnover.

More information on operational and financial performance is also provided in the Management Discussion and Analysis Report, which is annexed to the report and has been prepared in compliance with the terms of Clause 49 of the Listing Agreement.

The Indian FMCG industry, with an estimated market size of ~ Rs.2 trillion accounts for the fourth largest sector in India.In the last decade,the FMCG sector has grown at an average of 11% a year; in the last five years, annual growth accelerated at compounded rate of~17.3%.

A rising number of working women and the reducing popularity of the joint family system has increased the demand for processed and packaged food products. Further, rising awareness has also boosted demand for personal care and healthcare products. People in the rural areas have become more open to consuming modern packages food products and personal grooming products as satellite TV and internet powers awareness.

The sector is characterized by strong presence of global businesses, intense competition between organized and unorganized players, well established distribution network and low operational cost. Availability of key raw materials, cheaper labor costs and presence across the entire value chain gives India a competitive advantage.Being a consumer driven economy, India is one of the leading FMCG markets in the world Annual profit of FMCG sector is $14.74 billion. Market growth rate - Rural 40%, Urban 25%. Average Indian spends 40% on Groceries and 8% on personal care. Implementation of the proposed GST and opening FDI are expected to fuel growth of industry''s size to $95 billion by 2018.

3. DIVIDEND

The company has reported profit on stand-alone basis during the year under review. However, keeping in view the cash flow position, overall financial performance and requirement of funds in diversification of business, your Directors regret their inability to recommend any dividend during the period.

4. FIXED DEPOSITS

During the year under review, your company has not accepted any deposits within the meaning of the provisions of section 58A of the Companies Act, 1956

5. INCREASE IN SHARE CAPITAL

During the year under review, the company alloted 40,00,005 equity shares of Rs. 10/- each at a premium of Rs. 5/- per share against 40,00,005 convertible warrants on 8th April, 2013 after realisation of allotment money in full as per the Postal Ballot result dated 16th March, 2012.

6. CORPORATE SOCIAL RESPONSIBILITY

The company shows extreme concern about Corporate Social Responsibility (CSR) and this is evident from the day-to-day practices and policies that the company adopts.

Being in the FMCG Sector, the company is extremely environmental friendly and strives to contribute towards preserving nature and our environment.

The Company provides several local employment opportunities and contributes towards improvement in standard of living.

iii. Immense care is taken to ensure that the necessities of all our stakeholders are met. We treasure our employees and ensure their happiness in several ways.

iv. The employees are provided with a healthy working environment, free lunch and proper sanitation and water supply. Considerable amount has been invested into infrastruture to ensure health and safety of our employees.

7. CORPORATE GOVERNANCE

SEBI has prescribed certain Corporate Governance Standards vide Clause 49 of the Listing Agreement. Your Directors re-affirm their commitment to these Standards and a detailed report on Corporate Governance together with the Auditor''s Certificate on its Compliance is annexed hereto.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub-section (2AA) of Section 217 of the Companies Act, 1956, it is hereby confirmed :

i. That in the preparation of the Accounts , the applicable accounting standards AS21 have been followed along with proper explanation relating to material departures;

ii. That 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 for the financial year ended on 31st March, 2014 and of the Statement of Profit & Loss account of the company for that period;

iii. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for the safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv. That the Directors had prepared the annual accounts on agoing concern basis.

9. STATUTORY REQUIREMENTS

A) sion of section 217(2A) of the Companies Act, 1956 the statement of particulars of the employees etc forms part of this report. However, as per the provisions of section 219(1)(b)(iv) of companies Act 1956, the Annual Report excluding the above said information is being sent to all the members and other entitled persons. Any member interested in obtaining such particulars may write to the company secretary at the registered office of the company.

B) A statement showing particulars of the conservation of energy etc. as are required under Sec 217(1)(e) of the Companies Act, 1956 read with the Company''s (disclosures of particulars in the Report of the Board of Directors) Rules, 1988 is annexed herewith.

10. AUDITORS

The Auditors'' Report and the Notes on Account being self explanatory, are not dealt with separately. The Auditors of the company Chartered Accountants retire and being eligible, offer themselves for re-appointment.

11. DIRECTORS

Mr. Nadir Umedali Dhrolia (DIN - 03303675) retires by rotation at the forthcoming Annual General Meeting and he being eligible, offers himself for re-appointment.

In order to broad base the Board and to comply with the requirements of Companies Act and Stock Exchange Listing Agreement, Mr. Mayank Jhunjhunwala (DIN - 02695948) has been inducted on the Board as an Additional Independent Director with effect from 26.02.2014.

In line with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, Mr. Bhagwati Prasad Lohia (DiN- 01778213), Mr. Mayank Jhunjhunwala (DIN-02695948) are being appointed as independent directors for five consecutive years from the date of the ensuing Annual General Meeting.

Necessary resolutions for the appointment/ reappointment of the aforesaid directors have been included in the notice convening the ensuing AGM and requisite details have been provided in the explanatory statement of the notice. Yours directors commend their appointment/reappointments.

ACKNOWLEDGEMEN T

The Directors wish to place on record their sincere thanks to the officials of concerned Govt. Departments, Statutory Authorities, Banks and other Institutions for their co-operation and assistance. The directors also wish to express their sincere thanks to the shareholders and the investing public who have placed due trust in the company and the staff and employees for rendering loyal and efficient services to the company.

For and on behalf of the Board Place : Kolkata VIJAY KISHANLAL KEDIA Dated : 14th August, 2014 Chairman


Sep 30, 2011

The Director has pleasure in submitting 27th Annual Report together with Audited statement of Account [ for the period (12 months) ended on 30th, September 2011.

OPERATIONS OF THE COMPANY :

The details of operating results for the year are furnished below :

(Rupees in lacs) Financial Results 30.09.2011 30.09.2010

Gross Sales 239.84 182.01

increase/(Decrease) in Stock 48.05 19.83

Other Income 48.07 82.34

Gross Income 335.96 284.18

Less : Total Expenditure 225.09 174.67

Profit (Loss) Before Depreciation and Tax 43.15 69.85

Less : Depreciation 11.64 13.92

Profit (Loss) After Depreciation Before Tax 31.51 55.93

Less: Interest 12.55 25.13

Profit (Loss) After Depreciation, Int Before Tax 18.96 30.80

Less : Provision For Tax & FBT - -

Profit (Loss) After Tax 18.96 30.80

Balance carried forward from previous year (59.38) (91.91)

(40.42) (61.11)

Revaluation reserve written back 1.39 1.73

Amount Carried to Balance Sheet (39.03) (5938)

PERFORMANCE:

During the Year, the company has taken efficient measures to control its costs and increase its sales and that has helped the Company to remain in Profits. The management also decided to diversify and expand the business of the company through F.M.C.G. business and include Food, Pharma and Cosmetics along with Tea n the main line of its Business.

DIVIDEND :

In view of the losses incurred in earlier years and requirement of funds, your Directors regret their i inability to recommend any dividend. '

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions for sub-section (2AA) of Section 217 of the Companies Act, 1956, your Directors confirm :

i. That the preparation of the Annual Accounts, the applicable accounting Standards had been , followed along with proper explanation, relating to material departures;

ii. That 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 financial period as on 30th, September 2011 and of the profit of the company for that period;

iii. That the directors had taken proper and sufficient care for the maintenance of adequate account 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; and

iv) that the Directors had prepared the annual accounts on a going concern basis.

STATUTORY REQUIREMENTS

A) As per provision of section 217(2A) of the companies Act, 1956 the statement of particulars of the employees, etc forms part of this report. However, as per the provisions of section 219 (1) (b)(iv) , of companies Act 1956, the Annual Report excluding the above said information is being sent to ' all the members and other entitled persons. Any member interested in being sent to all the members and other entitled persons. Any member interested in obtaining such particulars may write to the J company Secretary at the registered office of the company.

B) A statement showing particulars of the conservation of energy etc. as are required under Sec (1) ' (e) of the Companies Act, 1956 read with the Companies' (disclosures of Particulars in the Report i of Board of Directors) Rules, 1988 is annexed herewith.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE :

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

LISTING STATUS :

The securities of our company are listed at Bombay Stock Exchange Ltd, Mumbai. Trading in company's i securities resumed on 29th November, 2011. The ISIN of equity shares of our company is INE624M01014.Our Script Code in Bombay Stock Exchange is 530689. The equity shares of the company are admitted both in National Securities Depository Limited and in Central Depository Services ' (India) Limited.

PARTICULARS OF THE EMPLOYEES :

None of the employees employed during the year was in receipt of remuneration in excess of the Prescribed limit specified in section 217 (2A) of the Companies Act, 1956 Hence, furnishing of particulars under the Companies Act (Particulars of Employees) 1975 does not arise.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The domestic consumption is increasing every year and exports are likely to improve further. Further ' this year has started again with lower carry forward stock. The above factors augur well for a steady tea market. Continuous extension programme is being implemented in the large vacant area of land available in our tea estate for three consecutive years will add up much more to the production of made tea and total development of the company. Based on these positive factors, we can take an optimistic view for the industry. The management also decided to diversify and expand the business of the company ' through F.M.C.G. business and include Food, Pharma and Cosmetics along with Tea in the main line of its Business.

AUDITORS :

The Auditors Report and the Notes on Accounts being self-explanatory are not dealt with separately, The Auditors of the company M/s. Sanjay P. Agarwal & Associates, Chartered Accountant retires and being eligible offer themselves for re-appointment.

DIRECTORS :

To appoint a director in place of Mr. Prince Tulsian, who retires his by rotation and being eligible offers himself for re-appointment.

ACKNOWLEDGMENT:

The Directors wish to place on record their sincere thanks to the officials of concerned Govt. Departments Statutory Authorities, banks and other Institutions for their co-operation and assistance. The Directors also wish to express their sincere thanks to the shareholders and the investing public who have placed due trust on the company and the Staff and Employees for rendering loyal and efficient services to the company.

For and on Order of the Board

Place : Kolkata Prince Tulsian

Dated : 28th January, 2012 Managing Director


Sep 30, 2010

The Director has pleasure in submitting 26th Annual Report together with the Audited statement of Account for the period (15 months) ended on 30th, September 2010.

OPERATIONS OF THE COMPANY:

The details of operating results for the year are furnished below:

(Rupees in lacs)

Financial Results 30.03.2010 30.06.2009

Gross Sales 182.01 132.24

Increase/(Decrease) in Stock 19.83 19.69

Other Income 82.34 42.64

Gross Income 284.18 194.57

Less: Total Expenditure 174.67 155.93

Profit (Loss) Before Depreciation and Tax 69.85 38.64

Less: Depreciation 13.92 13.97

Profit (Loss) After Depreciation Before Tax 55.93 24.67

Less: Interest 25.13 0.16

Profit (Loss) After Depreciation, Int Before Tax 30.80 24.51

Less: Provision For Tax & FBT -- 0.38

Profit (Loss) After Tax 30.80 24.13

Balance carried forward from previous year (91.91) (117.79)

(61.11) (93.66)

Revaluation reserve written back 1.73 1.74 Amount Carried to Balance Sheet (59.38) (91.92)

Performance:

During the Year, the company has taken efficient measures to control its costs and increase its sales and that has helped the Company to remain in Profits.

DIVIDEND :

In view of the losses incurred in earlier years and requirement of funds, your Directors regret their inability to recommend any dividend

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub-section (2AA) of Section 217 of the Companies Act, 1956, your Directors confirm:

i. That the preparation of the Annual Accounts, the applicable accounting Standards had been followed along with proper explanation, relating to material departures;

ii. That 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 financial period as on 30th, September 2010 and of the profit of the company for that period;

iii. That the directors had taken proper and sufficient care for the maintenance of adequate account 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; and

iv) that the Directors had prepared the annual accounts on a going concern basis.

STATUTORY REQUIREMENTS

A) As per provision of section 217(2A) of the companies Act, 1956 the statement of particulars of the employees, etc forms part of this report. However, as per the provisions of section 219 (1) (b)(iv) of companies Act 1956, the Annual Report excluding the above said ] information is being sent to all the members and other entitled persons. Any member interested in obtaining such particulars may write to the company Secretary at the registered office of the company.

B) A statement showing particulars of the conservation of energy etc. as are required under Sec (1) (e) of the Companies Act, 1956 read with the Companies (disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is annexed herewith.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

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

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at Bombay Stock Exchange Ltd, Mumbai. Trading in companys securities remain suspended at Stock Exchanges for non compliance. Now all formalities are completed by the management to get shares traded at the floor of the Exchange.

PARTICULARS OF THE EMPLOYEES.

None of the employees employed during the year was in receipt of remuneration in excess of the Prescribed limit specified in section 217 (2A) of the Companies Act, 1956 Hence, furnishing of particulars underthe Companies Act (Particularsof Employees) 1975 does not arise.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The domestic consumption is increasing every year and exports are likely to improve further.

Further this year has started again with lower carry forward stock. The above factors augur well for a steady tea market.

Continuous extension programme is being implemented in the large vacant area of land available in our tea estate for three consecutive years will add up much more to the production of made tea and total development of the company. Based on these positive factors, we can take an optimistic view for the industry.

AUDITORS :

The Auditors Report and the Notes on Accounts being self-explanatory are not dealt with separately. The Auditors of the company M/s. Hanumaiah & Co., Chartered Accountant retires and being eligible offer themselves for re-appointment.

DIRECTORS:

Mr. G S S Prasad retires by rotation at the forth-coming annual general meeting and he being eligible, offers himself for re-appointment.

ACKNOWLEDGMENT:

The Directors wish to place on record their sincere thanks to the officials of concerned Govt. Departments Statutory Authorities, banks and other Institutions for their co-operation and assistance. The Directors also wish to express their sincere thanks to the shareholders and the investing public who have placed due trust on the company and the Staff and Employees for rendering loyal and efficient services to the company.

For and on Order of the Board

K. Ramesh

Director


Jun 30, 2009

The Directors take pleasure in presenting the 25th Annual Report together with the Audited Statements of Accounts for the period (15 months) ended on 30th June, 2009.

Financial Results

For period ended on For year ended on

30.06.2009 (15 months) 31.03.2008

(Rupees in Lacs) (Rupees in Lacs)

Gross Sales 132.24 72.37

lncrease/(Decrease) in Stock 19.69 17.85

Other Income 42.64 232.11

Gross Income 194.57 322.33

Less: Total Expenditure 155.93 204.18

Profit (Loss) before Depreciation &Tax 38.64 118.15

Less: Depreciation 13.97 11.10

Profit (Loss) afte Depreciations. Tax 24.67 107.05

Less: Interet 0.16 Profit (Loss) after Depreciation & Intt.

before Tax 24.51 98.77

Less: Provision for Taxation

Provision for FBT 0.38 0.98

Balance of Profit after Tax 24.13 97.79

Balance from previous year carried forward (117.79) (216.97)

(93.66) (119.98)

Revaluation reserve written back 1.74 1.39

Amount Available for Appropriation & (91.92) (117.79)

Carried to Balance Sheet

Performance:

Inspite of labour unrest and destruction of valuable records in the tea garden office, the Company managed to prepare audited books of accounts for 15 months period (01.04.2008 to 30.06.2009). During the Year, the company has taken efficient measures to control its costs and increase its sales and that has helped the Company to remain in Profits.

DIVIDEND :

In view of the losses incurred in earlier year and requirements of funds, your Directors regret their inability to recommend any Dividend.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of sub-section (2AA) of Section 217 of the Companies Act, 1956, your

Directors confirm :

i) that the preparation of the Annual Accounts, the applicable accounting standards had been

followed along with proper explanation, relating to material departures; ii) that the directors had 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 at the financial period as on 30th June, 2009 and of the profit of the company for that period; iii) that the directors had taken proper and sufficient care for the maintenance of adequate account 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; and iv) that the Directors had prepared the annual accounts on a going concern basis.

STATUTORY REQUIREMENTS

A) As per provision of section 217(2A) of the companies Act, 1956 the statement of particulars of the employees, etc forms part of this report. However, as per the provisions of section 219(1)(b)(iv) of companies Act 1956, the Annual Report excluding the above said information is being sent to all the members and other entitled persons. Any member interested in obtaining such particulars may write to the company Secretary at the registered office of the company.

B) A statement showing particulars of the conservation of energy etc. as are required under Sec (1)(e) of the Companies Act, 1956 read with the Companies (disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is annexed herewith.

AUDITORS

The Auditors Report and the Notes on Accounts being self explanatory, are not dealt with separately. The Auditors of the company M/s. R. K. Jagnani & Co., Chartered Accountant retires and being eligible offer themselves for re-appointment.

DIRECTORS

Mr. K. S. Rao retires by rotation at the forth coming annual general meeting and he being eligible, offers himself for re-appointment.

ACKNOWLEDGMENT

The Directors wish to place on record their sincere thanks to the officials of concerned Govt. Departments Statutory Authorities, banks and other Institutions for their co-operation and assistance. The Directors also wish to express their sincere thanks to the shareholders and the investing public who have placed due trust on the company and the Staff and Employees for rendering loyal and efficient services to the company.



For and on Order of the Board

PL. Sutodiya

Kolkata, 18th day of November, 2009 Managing Director

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