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Directors Report of Neelamalai Agro Industries Ltd.

Mar 31, 2018

The Directors have pleasure in presenting the Seventy Fifth Annual Report, with the Audited Accounts for the year ended March 31, 2018.

FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31, 2018 is summarized below:

Amount Rs. Lakhs

Particulars

2017 - 2018

2016 – 2017

Revenue from Operations

2970.80

2911.98

Other Income

422.32

489.61

Total Income

3393.12

3401.59

Profit before tax for the year

360.08

301.78

Less: Provision for Taxation

(i) Current Tax (including MAT credit utilisation)

73.96

12.77

(ii) Deferred Tax

6.43

16.72

Profit/(Loss) for the period

279.69

272.29

Other Comprehensive Income taken to retained earnings

(115.85)

(19.90)

Add: Retained earnings of previous year

600.62

348.23

Total Retained earnings before appropriations

764.46

600.62

Transfer to General Reserve

Nil

Dividend on Equity Shares -2016-2017

125.47

Tax on Final Dividend-2016-2017

25.55

Retained earnings carried to Balance Sheet

613.44

600.62

Total

764.46

600.62

Proposed Dividend for the current year *

Tax on proposed Dividend for the current year *

* Proposed dividend on equity shares and tax on dividend have not been recognised as a liability in the current year’s accounts in accordance with the Indian Accounting Standard 10 Events after the reporting period.

OPERATIONS REVIEW

Total income dropped from Rs. 3402 Lakhs in 2016-2017 to Rs. 3393 Lakhs in 2017-2018. Profit after comprehensive income/expenses/Tax was Rs. 137.57 Lakhs (previous year: Rs. 256.65 Lakhs).

Tea production during the year was 11.35 lacsKgs with an average yield of2126 kgs. per hectare as against 8.21 lacsKgs with an average yield 1539 kgs. per hectare during last year. Apart from this there is also a production of11.77 Lacskgs of bought leaf as against 11.41 LacsKgs during the previous year. The sale average during the year was at Rs. 127.40 per Kg as against the last year’s sale average ofRs. 133.46/- per Kg.

DIVIDEND

Your Directors are pleased to recommend a dividend of 200% (Rs. 20 per share) on Equity Share Capital, for the year ended 31.03.2018, amounting to Rs. 125.47 Lakhs excluding dividend tax.

LISTING OF SECURITIES ON BSE LTD

The equity shares of the company continued to be listed on BSE Ltd. The Company has paid listing fees upto March 31, 2019 to the BSE Limited (BSE).

BOARD MEETINGS

The Board of Directors consists of Mr. Ajit Thomas, Chairman, Mrs. Shanthi Thomas, Executive Director, Mr. A.D.Bopana, & Mr. F.S.Mohan Eddy, Independent Directors and Mr. W.D.Nelson, Director (upto 29.08.2017).

The Board of Directors met five times during this financial year. The details ofthe Board meetings are given in Corporate Governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015.

AUDIT COMMITTEE MEETINGS

The constitution ofAudit committee during the year was as follows:-

Mr.A.D.Bopana (Independent Director and Chairman of Audit Committee)

Mr. Ajit Thomas(Director )(w.e.f. 10.08.2017)

Mr. F.S.Mohan Eddy (Independent Director)

The terms of reference stipulated by the Board to the Audit Committee cover the matters specified for Audit Committee underSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee met four times during this financial year. The details of the Committee meetings are given in Corporate Governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy in place pursuant to Section 177 (9) ofthe Companies Act 2013 and as per Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available in the website of the company. During the year no instances of unethical behaviour were reported.

NOMINATION & REMUNERATION COMMITTEE

The constitution of the Nomination & Remuneration Committee are given as follows:-

Mr. A.D.Bopana - Independent Director

Mr. Ajit Thomas - Director (w.e.f10.08.2017)

Mr. F.S.Mohan Eddy - Independent Director

NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management, Key Managerial Personnel and their remuneration.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of investments made by Company is given in the notes nos. 6 & 13 to the financial statements.

FIXED DEPOSITS

The Company is not accepting deposits and all deposits accepted earlier have been repaid. As such there are no unclaimed deposits in the books ofthe company as on March 31, 2018.

TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) AUTHORITY

Pursuant to Section 124 and 125 of the Companies Act 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividends, if not claimed for consecutive period of 7 years from the date of transfer to unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (“IEPF”)

Further, shares in respect of such dividends which have not been claimed for a period of 7 consecutive years are also liable to be transferred to the demat account of the IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. The provisions relating to transfer of shares were made effective by the Ministry of Corporate Affairs, vide its Notification dated October 13, 2017 read with the circular dated October 16, 2017, wherein it was provided that where the period of 7 consecutive years, as above was completed or being completed during the period from September 7, 2016 to October 31, 2017, the due date of transfer for such shares was October 31, 2017.

In the interest of the shareholders, the Company has sent reminders to the shareholders to claim their dividends in order to avoid transfer of dividends / shares to IEPF Authority. Notices in this regard also published in the newspapers and the details of unclaimed dividends and shareholders whose shares liable to be transferred to IEPF Authority were uploaded on the Company’s web site (www.neelamalaiagro.com)

In the light of the aforesaid provisions, the Company had during the year, transferred to the IEPF the unclaimed dividends outstanding for 7 consecutive years. Further, the 29,204 shares ( No. of shareholders- 243) of the Company, in respect of which dividend has not been claimed for 7 consecutive years or more, have also been transferred to the demat account of the IEPF Authority.

The members who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting an online application in the prescribed Form No. IEPF -5 available on the website www.iepf.gov.in and sending a physical copy of the same, duly signed to the Company, along with requisite documents enumerated in the Form No. IEFP-5. No claim shall lie against the Company in respect of the dividend / shares so transferred.

RESERVE

The Company has not transferred any amount to the reserves for the financial year 2017-2018.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments, affecting the financial position of the Company between the end of the financial year of the Company and the date of the report other than those disclosed in the financial statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Executive Director

Mrs. Shanthi Thomas has been re-appointed as the Executive Director of the Company in the Board Meeting held on February 05, 2018, on the recommendation of the Nomination and Remuneration Committee, for a further period of3 years w.e.f.February 05, 2018, subject to the approval of shareholders..The provisions of the Companies Act, 2013 pertaining to appointment of Woman Director under Section 149(1) have been complied with.

2. Independent Directors

Mr. A.D.Bopana,& Mr. F.S.Mohan Eddy are the Independent Directors of the company.

3. Non-Executive Director

Mr. W.D.Nelson,Director has resigned from the Board of Directors with effect from the close of business hours on August 29, 2017, due to personal reasons. Your Directors place on record, their appreciation for the valuable services rendered by Mr. W.D.Nelson during his tenure as Director of the company.

4. Director retiring by rotation

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Ajit Thomas, Chairman retires by rotation at the 75th Annual General Meeting and being eligible, offer himself for re-appointment.

5. Key Managerial Personnel

Mrs. Shanthi Thomas, Executive Director and Mr. T.M.Harikumar, Company Secretary & Chief Financial Officer are the Key Managerial Personnel of the Company.

6. Declaration from Independent Directors on Annual Basis The Company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6) of the Companies Act, 2013.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE/FINANCIAL POSITION OF THE SUBSIDIARIES/ASSOCIATES/JOINT VENTURE

The company has no subsidiary companies.

As required under Section 129(3) of the Companies Act, 2013, the Company has prepared a Consolidated Financial Statement in respect ofits Associates/Joint Venture companies alongwith its own financial statements. Further, details of financial performance/financial position of the associate companies as required under first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 are annexed in Form AOC 1 (Annexure 1).

CONSERVATION OF ENERGY

The company has taken adequate steps for conservation of energy by utilizing alternate sources and by investing on energy conservation equipments. The particulars prescribed by the Section 134 (3) (m) of the Companies Act 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy and Technology Absorption are furnished in the Annexure 2 to this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Company’s Foreign Exchange Earnings amounted to Rs. 1703.82 Lakhs. The total outgo on Foreign Exchange amounted to Rs.12.16Lakhs.The Company has continued to maintain focus and avail of export opportunities based on economic considerations.

STATUTORY INFORMATION

The information 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 in respect of the Company have been given in the Annexure — 3.

The information under section 197 of Companies Act, 2013 and pursuant to Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, are not required, as none ofthe employees falls under this category.

The statement containing remuneration paid to employees and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company during business hours on working days ofthe Company upto date of the forthcoming Annual General Meeting. Any member interested in obtaining a copy of the same may write to the Company and the same will be provided free of cost to the member.

STATUTORY AUDITORS

Pursuant to Section 139 and 142 of the Companies Act, 2013, the members of the Company had appointed M/s. PKF Sridhar &Santhanam LLP CharteredAccountants, KRD Gee Gee Crystal, 7th Floor, 91-92, Dr. Radha krishanan Salai, Mylapore, Chennai - 600004, (Firm’s Registration No. 003990S / S200018) as Statutory Auditors for a period of 5 years commencing from the conclusion of the 74th Annual General Meeting till the conclusion of the 79 th Annual General Meeting. In view of the amendment to the Companies Act, 2013 notified by the Ministry of Corporate Affairs dated May 07, 2018, their appointment need not required to be ratified by the Members.

AUDITORS’ REPORT

There are no qualifications or adverse remarks mentioned in the Auditors’ report. The notes to accounts forming part of financial statements are self-explanatory and needs no further clarification.

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. V. Suresh, Practising Company Secretary ( C.P.No. 6032), Chennai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form MR-3 is annexed (Annexure 4) to this report and forms an integral part of this Report.

There is no secretarial audit qualification, reservation or adverse remarks in the Secretarial Report for the period under review.

The relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) relating to theBoard and General Meetings have been complied with by the Company.

COST AUDIT

The provisions of Cost Audit under Section 148 of the Companies Act, 2013 are not applicable to the Company

INTERNAL AUDITORS

The Company has in place adequate Internal Audit and Internal Financial Controls with reference to the financialstatements, which is evaluated by the Audit Committee as per Part C of Schedule II of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

In compliance with Section 138 ofthe Companies Act, 2013, the Company had engaged M/s. PSDY& Associates, Chartered Accountants, Ernakulam as the Internal Auditors of the Company for the financial year 2017-2018. Findings and observations of the InternalAuditors are discussed and suitable corrective actions aretaken as per the directions of the Audit Committee onan on-going basis to improve efficiency in operations.Thus the internal audit function essentially validates thecompliance of the Company.The Company’s internal control systems are well establishedand commensurate with the nature of its business and thesize and complexities of operations and adequate with reference to the financial statements as envisaged under the Companies Act, 2013.Your directors endorse that during the year under review,there were no reportable material weaknesses in the present systems or operations of internal controls.

CORPORATE GOVERNANCE

The Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 27 read with Part E of Schedule II and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 on Corporate Governance. The Management Discussion & Analysis Report and Report on Corporate Governance with Certificate on compliance with conditions of Corporate Governance have been annexed to this report ( Annexures 5 & 6).

INSURANCE

The Company continues to carry adequate insurance coverage for all assets.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Details of the transactions are provided in Form AOC — 2 which is attached as Annexure 7to this report.

All Related Party Transactions were placed before the AuditCommittee as also the Board for approval. Prior omnibus approval of the Audit Committee was obtained for thetransactions which are foreseen and repetitive in nature. The Company has put in place proper system for identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website www.neelamalaiagro.com

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed (Annexure8)

INDUSTRIAL RELATIONS

During the year under review, your company enjoyed cordial relationship with workers and employees at all levels.

CORPORATE SOCIAL RESPONSIBILITY

The company does not fall within the ambit ofthe provisions of Section 135 of the Companies Act 2013 regarding Corporate Social Responsibility and hence Annual Report on Corporate Social Responsibility (CSR) Activities is not annexed.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholders Relationship Committee comprising of Mr. Ajit Thomas, as Chairperson and Mr. A.D.Bopana as Member of the Committee. The Board has designated Mr. T.M.Hari Kumar, Company Secretary & CFO ofthe Company as the Compliance Officer.

RISK MANAGEMENT PLAN

Pursuant to Section 134 (3) (n) ofthe Companies Act, 2013 and as per Regulation 17 (9)(a) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had laid down the procedures to inform Board members about the risk assessment and mitigation procedures.

Regarding the general risk, the company follows a minimal risk business strategy as given below:-

Particulars

Risk Minimizing steps

Fixed Assets and Current Assets

The company has taken adequate insurance coverage of its fixed assets and current assets which will minimize the impact of another event or development

Financial Risk

The company has a conservative debt policy. The debt component is very marginal

Foreign Exchange Risk

Whenever there is an export, the Foreign Exchange is covered at the time of confirmation of order so as to negate any fluctuation in the exchange rate

Credit risk on exports

The credit is insured through Export Credit and Guarantee Corporation Limited (ECGC)

Mr. T.M.Harikumar, Company Secretary & CFO has been assigned the task of informing the Board about the various risks and its mitigation by the Company from time to time. At present the company has not identified any element of risk which may threaten the existence of the Company.

BOARD EVALUATION

As per provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the evaluation process for the performance of the Board, its Committees and individual Directors were carried out internally. Each Board member completed a questionnaire providing feedback on the functioning and overall level of engagement of the Board and its committees on the parameters such as the composition, execution of specific duties, contribution of new ideas/insights, quality, quantity and timeliness of flow ofinformation, deliberations at the meeting, independent approach in decision making etc.

The Independent Directors in their meeting held on February 05, 2018, reviewed the performance of the Board as a whole and noted that the Board has been meeting regularly as per requirements of the Companies Act, 2013 and has been fulfilling all functions and discharging the various requirements. The Board has also been ensuring compliance of the provisions of all laws and rules and regulations framed thereunder as applicable to the company.

The Independent Directors also reviewed and were satisfied with the performance of the Non- Independent Director. The performance of the Chairperson of the company, taking into account the views of Executive Director and NonExecutive Director was also reviewed by the Independent Directors and they were satisfied with the performance of the Chairperson under whose leadership and guidance, the company has made great progress over the years.

DISCLOSURE OF ACCOUNTING TREATMENT

The Company has adopted the Indian AccountingStandards (Ind AS) with effect from 1st April 2017 andall its financial statements are made according to the saidstandard. Further, in the preparation of the financialstatements, the Company has followed the AccountingStandards referred to in Section 133 ofthe Companies Act,2013. The significant accounting policies which are appliedare set out in the Notes to the Financial Statements.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Act and that an Internal Complaints Committee has been set up for redressal of complaints and that all employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year the company has not received any compliant under Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013.

GST IMPLEMENTATION

Goods and Service Tax (GST) is an indirect tax which has replaced many indirect taxes in India. GST is levied on the supply of goods and services and will mainly remove the cascading effect on the sale. Removal of cascading effect will directly impact the cost of goods. The Company hasimplemented the same with effect from July 01, 2017, in accordance with the implementation of the new taxation regime.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) ( c) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the accounts for the financial year ended 31st March 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. 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;

4. The Directors have prepared the accounts for the financial year ended 31st March 2018 on a ‘going concern’ basis.

5. 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.

6. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS

The company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition, and those transactions are authorised, recorded and reported correctly. The Company has an extensive system of internal controls which ensures optimal utilization and protection of resources, IT security, accurate reporting of financial transactions and compliance with applicable laws and regulations as also internal policies and procedures. The internal control system is supplemented by extensive internal audits, regular reviews by management, and well documented policies and guidelines to ensure reliability offinancial and all other records to prepare financial statements and other data.

ACKNOWLEDGEMENT

The Directors sincerely acknowledge the contribution and support from customers, shareholders, Central and State Governments, Bankers, Securities Exchange Board of India, BSE Ltd, Cameo Corporate Services Ltd., Central Depository Services Ltd., Registrar ofCompanies, Tamil Nadu and other Government Authorities for the co-operation and assistance provided to the Company.

The Directors also place on record their gratitude to the employees for their continued support, commitment, dedication and co-operation.

On Behalf of the Board

Ajit Thomas

Chennai Chairman

29.05.2018 DIN : 00018691


Mar 31, 2017

The Directors have pleasure in presenting the Seventy Fourth Annual Report, with the Audited Accounts for the year ended March 31, 2017.

FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31, 2017 is summarized below:

Amount Rs.

Particulars

2016 - 2017

2015 - 2016

Income from Operations

29,18,1 1,837

32,84,50,017

Other Income

4,52,13,331

4,77,49,753

Total Income

33,70,25,168

37,61,99,770

Profit before tax for the year

1,94,47,064

4,00,48,555

Less : Provision for taxation (inclusive of MAT credit utilized)

10,56,000

55,00,000

Profit after tax

1,83,91,064

3,45,48,555

Add : Surplus brought forward from Previous year

1,18,25,701

74,79,532

Total Amount available for appropriation

3,02,16,765

4,20,28,087

LESS :

First Interim Dividend paid on equity shares @ 200% (Rs. 20 per equity share on face value of Rs. 10/-)

---

1,25,47,000

Tax on First Interim Dividend

---

25,54,193

Second Interim Dividend paid on equity shares @ 200% (Rs. 20 per equity share on face value of Rs. 10/-)

---

1,25,47,000

Tax on Second Interim Dividend

---

25,54,193

Transfer to General Reserve

---

---

Final Dividend on Equity Shares

*

---

Provision for tax on Final Dividend

*

---

Surplus carried to Balance Sheet

3,02,16,765

1,18,25,701

Total

3,02,16,765

4,20,28,087

-Proposed dividend on equity shares and tax on dividend has not been recognized as a distribution of profit in the current year''s accounts in accordance with the revised accounting standard-4 ''Contingencies and Events occurring after the Balance Sheet Date'' (effective from 01.04.2016)

OPERATIONS REVIEW

Total income dropped from Rs37.62 Crores in 2015-16 to Rs. 33.70Crores in 2016-17 resulting in a drop of 10 %. Profit after Tax was Rs. 1.84Crores (previous year: Rs. 3.46 Crores).

Tea production during the year was 8.21lacsKgs with an average yield of 1539 kgs. per hectare as against 12.39lacsKgs with an average yield of 2330kgs. Per hectare during last year. Apart from this there is also a production of 11.41Lacskgs of bought leaf as against 11.02LacsKgs during the previous year. The sale average during the year was at Rs. 133.46 per Kg as against the last year''s sale average of Rs. 126.59/- per Kg.

DIVIDEND

Your Directors are pleased to recommend a dividend of 200% (Rs. 20 per share) on Equity Share Capital, for the year ended 31.03.2017, amounting to Rs. 1, 25, 47,000, excluding dividend tax.

LISTING OF SECURITIES ON BSE LTD

The equity shares of the company continued to be listed on BSE Ltd.

BOARD MEETINGS

The Board of Directors consists of Mr. Ajit Thomas, Chairman, Mrs. Shanthi Thomas, Executive Director, Mr. A.D.Bopana, Mr. Raghu Bhale Rao( upto 30.05.2017) & Mr. F.S.Mohan Eddy, Independent Directors and Mr. W.D.Nelson, Director.

The Board of Directors met four times during this financial year. The details ofthe Board meetings are given in Corporate Governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE MEETINGS

The constitution of Audit committee during the year was as follows:-

MrA.D.Bopan (Independent Director & Chairman of Audit Committee) Mr. Raghu Bhale Rao (Independent Director) (up to 30.05.2017) Mr. F.S.Mohan Eddy (Independent Director)

The terms of reference stipulated by the Board to the Audit Committee cover the matters specified for Audit Committee under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee met five times during this financial year. The details of the Committee meetings are given in Corporate Governance report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy in place pursuant to Section 177 (9) of the Companies Act 2013 and as per Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available in the website of the company.

NOMINATION & REMUNERATION COMMITTEE

The constitutions of the Nomination & Remuneration Committee are given as follows:-

Mr. A.D.Bopana - Independent Director

Mr. Ragu BhaleRao - Independent Director (up to 30.05.2017)

Mr. F.S.Mohan Eddy - Independent NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management, Key Managerial Personnel and their remuneration.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

The details of investments made by Company is given in the note nos. 7 &8 to the financial statements.

FIXED DEPOSITS

The Company is not accepting deposits and all deposits accepted earlier have been repaid. As such there are no unclaimed deposits in the books of the company as on March 31, 2017.

PARTICIPATING AS PROMOTER IN THE EXIT OFFER OF THE NELLIAMPATHY TEA & PRODUCE COMPANY LTD.

SEBI, vide its circular No. SEBI/HO/MRD/DSA/ CIR/P/ 2016/110 dated October 10, 2016 issued for Exclusively Listed Companies (ELCs) in De-recognized / Non-operational / Exited Stock Exchanges placed on the Dissemination Board (DB) had stipulated the ELCs to indicate its intention regarding the listing on nationwide Stock Exchanges or to provide exit to the public shareholders of the Company and submit its plan of action to the designated Stock Exchange (NSE) within 3 months from the date of this Circular (i.e. on or before January 9, 2017).SEBI vide circular dated 5th January, 2017 had extended the timeline to comply with the above circular by 31st March, 2017 for submitting the plan of action.

The Nelliampathy Tea & Produce Company Limited, in which the Company is one of the Promoters, is required to comply with the SEBI circular No.SEBI/HO/MRD/DSA/ CIR/P/2016/110 dated October 10, 2016. Your Board of Directors decided that the company shall participate as promoter in this Exit Offer to the public shareholders ofThe Nelliampathy Tea & Produce Company Limited. As on the date of the report, the Company has acquired 25,225 Equity Shares of The Nelliampathy Tea & Produce Company Limited @ Rs. 400/- equity shares through Exit Offer from the public shareholders of The Nelliampathy Tea & Produce Company Limited.

IEPF (ACCOUNTING, AUDIT, TRANSFER AND REFUNDS) AMENDMENTRULES, 2017

Pursuant to the applicable provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('' the Rules''), as amended from time to time, all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government after the completion of seven years. Further according to the Rules, the shares in respect of which dividend has not been paid or unclaimed by the shareholders for seven consecutive years or more shall also to be transferred to the demat account created by the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends. Further, the corresponding shares will also be transferred as per the requirements of the IEPF rules, details of which are provided on our website.

In compliance to the above, the Company has sent the intimation to those shareholders whose dividend stand unclaimed for 7 years and given public notice in two newspapers. Also the details were uploaded in the website of the company.

DIRECTORS & KEY MANAGERIAL PERSONNEL

1. Executive Director

Mrs. Shanthi Thomas is the Executive Director of the Company. The provisions of the Companies Act, 2013 pertaining to appointment of Woman Director under Section 149(1)have been complied with.

2. Independent Directors

Mr. A.D.Bopana,& Mr. F.S.Mohan Eddy are the Independent Directors of the company.

Mr. Raghu BhaleRao, Independent Director has resigned from the Board of Directors with effect from the close of business hours on May 30, 2017, due to personal reasons. Your Directors place on record, their appreciation for the valuable services rendered by Mr.RaghuBhaleRao during his tenure as Independent Director of the company.

3. Directors

During the year, Mr. W. D. Nelson has been inducted as Director w.e.f 15.04.2016.

4. Director retiring by rotation

In accordance with the provisions of Companies Act,

2013 and the Articles of Association of the Company, Mr. W.D.Nelson, Director retires by rotation at the 74th Annual General Meeting and being eligible, offer himself for re-appointment.

5. Key Managerial Personnel

Mrs. Shanthi Thomas has been appointed as the Executive Director of the Company and Mr. T.M.Harikumar has been appointed as Company Secretary & Chief Financial Officer of the company, in accordance with the provisions of Section 203 of the Companies Act, 2013.

6. Declaration from Independent Directors on Annual Basis The Company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6)of the Companies Act, 2013.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE/FINANCIAL POSITION OF THE SUBSIDIARIES/ASSOCIATES/JOINT VENTURE

The company has no subsidiary companies.

As required under Section 129(3) of the Companies Act, 2013, the Company has prepared a Consolidated Financial Statement in respect of its Associates/Joint Venture Company’s along with its own financial statements. Further, details of financial performance/financial position of the associate companies as required under first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 are annexed in Form AOC 1 (Annexure 1).

CONSERVATION OF ENERGY

The company has taken adequate steps for conservation of energy by utilizing alternate sources and by investing on energy conservation equipments. The particulars prescribed by the Section 134 (3) (m) of the Companies Act 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy and Technology Absorption are furnished in the Annexure 2 to this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Company''s Foreign Exchange Earnings amounted to Rs. 20,06,28,223/-. The total outgo on Foreign Exchange amounted to Rs.18,37,841/-. Details are set out in Notes 23 & 24 of the Accounts. The Company has continued to maintain focus and avail of export opportunities based on economic considerations.

STATUTORY INFORMATION

The information 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 in respect of the Company have been given in the Annexure - 3

The information under section 197 of Companies Act, 2013 and pursuant to Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not required, as none of the employees falls under this category.

The statement containing remuneration paid to employees and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company during business hours on working days of the Company upto date of the forthcoming Annual General Meeting. Any member interested in obtaining a copy of the same may write to the Company Secretary & CFO and the same will be provided free of cost to the member.

STATUTORY AUDITORS

M/s. Suri & Co., Chartered Accountants, Chennai - 600017 (Firm''s Registration No. 004283S), the present Statutory Auditors of the Company have completed their term as per Sec. 139 of the Companies Act, 2013. They will be holding the office of Statutory Auditors up to the conclusion of the forthcoming Annual General Meeting.

In their place, the Company is proposing to appoint M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants, KRD Gee Gee Crystal, 7th Floor, 91-92, Dr. Radhakrishanan Salai, Mylapore, Chennai - 600004, (Firm''s Registration No. 003990S / S200018) as Statutory Auditors for a period of 5 years commencing from the conclusion of the 74th Annual General Meeting till the conclusion of the 79th Annual General Meeting. They have also consented to the said appointment and confirmed that their appointment, if made, would be within the limits mentioned under Section 141 (3) (g) of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014.

The Audit Committee and the Board of Directors recommend the appointment of M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants, KRD Gee Gee Crystal, 7th Floor, 91-92, Dr. Radhakrishanan Salai, Mylapore, Chennai - 600004, as Statutory Auditors of the Company from the conclusion of the 74th Annual General Meeting.

AUDITORS'' REPORT

There are no qualifications or adverse remarks mentioned in the Auditors'' report. The notes to accounts forming part of financial statements are self-explanatory and needs no further clarification.

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. V. Suresh, Practicing Company Secretary( C.PNo. 6032), Chennai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form MR-3 is annexed (Annexure 4) to this report.

There is no Secretarial Audit qualification for the year under review.

COST AUDIT

The provisions of Cost Audit under Section 148 of the Companies Act, 2013 are not applicable to the Company.

INTERNAL AUDITORS

During the year under review, M/s. PSDY& Associates, Chartered Accountants, Ernakulamcarried out the internal audit of the company and submitted their reports.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report and Report on Corporate Governance with Certificate on compliance with conditions of Corporate Governance have been annexed to this report (Annexure 5 & 6).

INSURANCE

The Company continues to carry adequate insurance coverage for all assets.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Details of the transactions are provided in Form AOC — 2 which is attached as Annexure 7to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed (Annexure 8)

INDUSTRIAL RELATIONS

During the year under review, your company enjoyed cordial relationship with workers and employees at all levels.

CORPORATE SOCIAL RESPONSIBILITY

The company does not fall within the ambit of the provisions of Section 135 of the Companies Act 2013 regarding Corporate Social Responsibility and hence Annual Report on Corporate Social Responsibility (CSR) Activities is not annexed.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholders Relationship Committee comprising of Mr.Ajit Thomas, as Chairperson and Mr.A.D.Bopana as Member of the Committee. The Board has designated Mr.T.M.Hari Kumar, Company Secretary & CFO of the Company as the Compliance Officer.

RISK MANAGEMENT PLAN

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and as per Regulation 17 (9)(a) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had laid down the procedures to inform Board members about the risk assessment and mitigation procedures.

Regarding the general risk, the company follows a minimal risk business strategy as given below:-

Particulars

Risk Minimizing steps

Fixed Assets and Current Assets

The company has taken adequate insurance coverage of its fixed assets and current assets which will minimize the impact of another event or development

Financial Risk

The company has a conservative debt policy. The debt component is very marginal

Foreign Exchange Risk

Whenever there is an export, the Foreign Exchange is covered at the time of confirmation of order so as to negate any fluctuation in the exchange rate

Credit risk on exports

The credit is insured through Export Credit and Guarantee Corporation Limited (ECGC)

Mr. T.M.Harikumar, Company Secretary & CFO has been assigned the task of informing the Board about the various risks and its mitigation by the Company from time to time.

At present the company has not identified any element of risk which may threaten the existence of the Company.

BOARD EVALUATION

As per provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the evaluation process for the performance of the Board, its Committees and individual Directors were carried out internally. Each Board member completed a questionnaire providing feedback on the functioning and overall level of engagement of the Board and its committees on the parameters such as the composition, execution of specific duties, contribution of new ideas/insights, quality, quantity and timeliness off low of information, deliberations at the meeting, independent approach in decision making etc.

The Independent Directors in their meeting held on February

10, 2017, reviewed the performance of the Board as a whole and noted that the Board has been meeting regularly as per requirements of the Companies Act, 2013 and has been fulfilling all functions and discharging the various requirements. The Board has also been ensuring compliance of the provisions of all laws and rules and regulations framed there under as applicable to the company.

The Independent Directors also reviewed and were satisfied with the performance of the Non- Independent Director. The performance of the Chairperson of the company, taking into account the views of Executive Director and Non-Executive Director was also reviewed by the Independent Directors and they were satisfied with the performance of the Chairperson under whose leadership and guidance, the company has made great progress over the years.

DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Note 1 to the Financial Statements.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Act and that an Internal Complaints Committee has been set up for redressal of complaints and that all employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year the company has not received any compliant under Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the accounts for the financial year ended 31st March 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. 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;

4. The Directors have prepared the accounts for the financial year ended 31st March 2017 on a ''going concern'' basis.

5. 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.

6. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS

The company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and those transactions are authorized, recorded and reported correctly. The Company has an extensive system of internal controls which ensures optimal utilization and protection of resources, IT security, accurate reporting of financial transactions and compliance with applicable laws and regulations as also internal policies and procedures. The internal control system is supplemented by extensive internal audits, regular reviews by management, and well documented policies and guidelines to ensure reliability of financial and all other records to prepare financial statements and other data.

ACKNOWLEDGEMENT

The Directors sincerely acknowledge the contribution and support from customers, shareholders, Central and State Governments, Bankers, Securities Exchange Board of India, BSE Ltd, Cameo Corporate Services Ltd., Central Depository Services Ltd., Registrar of Companies, Tamil Nadu and other Government Authorities for the co-operation and assistance provided to the Company.

The Directors also place on record their gratitude to the employees for their continued support, commitment, dedication and co-operation.

For and on Behalf of the Board of Directors

Ajit Thomas

Chennai Chairman

30.05.2017 DIN: 00018691


Mar 31, 2016

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

FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31, 2016 is summarized below:

Amount Rs.

Particulars

2015 - 2016

2014 - 2015

Income from Operations

32,84,50,017

29,92,04,841

Other Income

4,77,49,753

5,28,37,100

Total Income

37,61,99,770

35,20,41,941

Profit before tax for the year

4,00,48,555

6,13,00,983

Less : Provision for taxation (inclusive of MAT credit utilized)

55,00,000

80,00,000

Profit after tax

3,45,48,555

5,33,00,983

Add : Adjustments relating to fixed assets

---

(2,45,651)

Add : Surplus brought forward from Previous year

74,79,532

45,81,055

Total Amount available for appropriation

4,20,28,087

5,76,36,387

LESS :

First Interim Dividend paid on equity shares @ 200% (Rs. 20 per equity share on face value of Rs. 10/-)

1,25,47,000

1,25,47,000

Tax on First Interim Dividend

25,54,193

25,08,662

Second Interim Dividend paid on equity shares @ 200% (Rs. 20 per equity share on face value of Rs. 10/-)

1,25,47,000

---

Tax on Second Interim Dividend

25,54,193

---

Transfer to General Reserve

---

2,00,00,000

Final Dividend on Equity Shares

(Previous year Rs. 20 per equity share on the face value of Rs. 10/-)

---

1,25,47,000

Provision for tax on Final Dividend

---

25,54,193

Surplus carried to Balance Sheet

1,18,25,701

74,79,532

Total

4,20,28,087

5,76,36,387

OPERATIONS REVIEW

Total income increased from Rs 35.20 Crores in 2014-15 to Rs. 37.62 Crores in 2015-16 resulting in an increase of 6.88 %. Profit after Tax was Rs. 3.45 Crores (previous year : Rs. 5.33 Crores).

Tea production during the year was 12.39 lacs Kgs with an average yield of2330 kgs. per hectare as against 12.49 lacs Kgs with an average yield of 2405 kgs. per hectare during last year. Apart from this there is also a production of11.02 Lacs kgs of bought leaf as against 11.89 Lacs Kgs during the previous year. The sale average during the year was at Rs. 126.59 per Kg as against the last year’s sale average of Rs. 121.07/- per Kg.

DIVIDEND

During the year, the Board declared two Interim Dividends of 200% each (Rs. 20 each per share), amounting to Rs. 1,25,47,000 each, excluding dividend tax. The aggregate of dividend declared during the year was 400% (Rs. 40 per share) amounting to Rs. 2,50,94,000, excluding dividend tax.

LISTING OF SECURITIES ON BSE LTD

The equity shares of the company continued to be listed on BSE Ltd.

BOARD MEETINGS

The Board of Directors consists of Mr. Ajit Thomas, Chairman, Mrs. Shanthi Thomas, Executive Director, Mr. A.D.Bopana, Mr. Raghu Bhale Rao & Mr. F.S.Mohan Eddy, Independent Directors and Mr. W.D.Nelson, Additional Director. Mr. G.Vijayaraghavan has resigned from the Board of Directors on account of personal reasons w.e.f 22.07.2015. Mr. S.Rajasekar has ceased to be a Director on account of his death on 24.03.2016.

The Board of Directors met five times during this financial year. The details of the Board meetings are given in Corporate Governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE MEETINGS

The Audit Committee presently consists of three Independent Directors.

The constitution of Audit committee during the year was as follows:-

Mr.A.D.Bopana (Chairman)

Mr.S.Rajasekar (expired on 24.03.2016)

Mr.G.Vijayaraghavan ( up to 22.07.2015)

Mr. Raghu Bhale Rao (w.e.f20.10.2015)

Mr. F.S.Mohan Eddy ( w.e.f 14.03.2016)

The terms of reference stipulated by the Board to the Audit Committee cover the matters specified for Audit Committee under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee met four times during this financial year. The details of the Committee meetings are given in Corporate Governance report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy in place pursuant to Section 177 (9) of the Companies Act 2013 and as per Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available in the website of the company.

NOMINATION & REMUNERATION COMMITTEE

The constitution of the Nomination & Remuneration Committee are given as follows:-

Mr. A.D.Bopana - Independent Director

Mr. G.Vijayaraghavan - Independent Director (up to 22.07.2015)

Mr.S.Rajasekar - Non - Executive

(expired on 24.03.2016) Non-independent Director Mr. Raghu Bhale Rao - Independent Director (w.e.f 20.10.2015)

Mr. F.S.Mohan Eddy - Independent Director ( w.e.f 14.03.2016)

NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management, Key Managerial Personnel and their remuneration.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

The details of investments made by Company is given in the note nos. 7 & 8 to the financial statements.

FIXED DEPOSITS

The Company is not accepting deposits and all deposits accepted earlier have been repaid. As such there are no unclaimed deposits in the books of the company as on March 31, 2016.

DIRECTORS & KEY MANAGERIAL PERSONNEL

1. Executive Director

Mrs. Shanthi Thomas is the Executive Director of the Company. The provisions of the Companies Act, 2013 pertaining to appointment of Woman Director under Section 149(1) have been complied with.

2. Independent Directors

Mr. G.Vijayaraghavan has resigned from the Board of Directors on account of personal reasons w.e.f 22.07.2015. Your Directors place on record, their appreciation for the valuable services rendered by Mr. G.Vijayaraghavan during his tenure as Director of the Company.

Mr. Raghu Bhale Rao & Mr. F.S.Mohan Eddy, have been appointed as Additonal Directors (Independent ) w.e.f 20.10.2015 & 28.01.2016 respectively. Notices have been received from the shareholders pursuant to Section 160 of Companies Act, 2013 proposing the candidature of Mr. Raghu Bhale Rao & Mr. F.S.Mohan Eddy for Directorship, along with the prescribed fees.

3. Directors

Mr. S.Rajasekar has ceased to be a Director on account of his death on 24.03.2016. Your Directors place on record, their appreciation for the valuable services rendered by Mr. S.Rajasekar during his tenure as Director of the Company.

Mr. W.D.Nelson has been appointed as Additional Director vide Circular Resolution dated April 15, 2016, to hold office up to the date of the ensuing Annual General Meeting of the Company. The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160(1) of the Act proposing the candidature of Mr. W.D.Nelson for the office of Director of the Company.

4. Director retiring by rotation

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Ajit Thomas, Chairman retires by rotation at the 73rd Annual General Meeting and being eligible, offer himself for re-appointment.

5. Key Managerial Personnel

Mrs. Shanthi Thomas has been appointed as the Executive Director of the Company and Mr. T.M.Harikumar has been appointed as Company Secretary & Chief Financial Officer of the company, in accordance with the provisions of Section 203 of the Companies Act, 2013.

6. Declaration from Independent Directors on Annual Basis The Company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6)of the Companies Act, 2013.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE/FINANCIAL POSITION OF THE SUBSIDIARIES/ASSOCIATES/JOINT VENTURE

The company has no subsidiary companies.

During the year the Company has repatriated full proceeds on disinvestment of the company’s investment of Rs. 90,20,000 equivalent to US$ 2,00,000 in M/s. Midland Natural Pte Ltd., Singapore to India along with surplus.

As required under Section 129(3) of the Companies Act, 2013, the Company has prepared a Consolidated Financial Statement in respect of its Associates/Joint Venture companies along with its own financial statements. Further, details of financial performance/financial position of the associate companies as required under first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 are annexed in Form AOC 1 (Annexure 1).

CONSERVATION OF ENERGY

The company has taken adequate steps for conservation of energy by utilizing alternate sources and by investing on energy conservation equipments. The particulars prescribed by the Section 134 (3) (m) of the Companies Act 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy and Technology Absorption are furnished in the Annexure 2 to this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Company’s Foreign Exchange Earnings amounted to Rs. 21,70,87,298/-. The total outgo on Foreign Exchange amounted to Rs. 19,55,247/-. Details are set out in Notes 23 & 24 of the Accounts. The Company has continued to maintain focus and avail of export opportunities based on economic considerations.

PARTICULARS OF EMPLOYEES

The information required under Companies Act 2013 and pursuant to Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is not applicable.

Further, the information required pursuant to Section 197 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed ( Annexure 3) to this report.

AUDITORS

In terms of the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, the appointment of M/s. Suri& Co., Chartered Accountants, Chennai - 600 017, (Firm''s registration No. 004283S) as the Statutory Auditors of the Company needs to be ratified by the members at every Annual General Meeting (AGM).Your directors recommend ratifying their appointment at the forthcoming AGM.

AUDITORS’ REPORT

There are no qualifications or adverse remarks mentioned in the Auditors'' report. The notes to accounts forming part of financial statements are self-explanatory and needs no further clarification.

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. V. Suresh, Practicing Company Secretary (C.P. No. 6032), Chennai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form MR-3 is annexed (Annexure 4) to this report.

There is no Secretarial Audit qualification for the year under review.

COST AUDIT

The provisions of Cost Audit under Section 148 of the Companies Act, 2013 are not applicable to the Company.

INTERNAL AUDITORS

During the year under review, M/s. Vasanthan Naresh & Associates, Chartered Accountants, Coimbatore carried out the internal audit of the company and submitted their reports.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report and Report on Corporate Governance with Certificate on compliance with conditions of Corporate Governance have been annexed to this report( Annexure 5 & 6).

INSURANCE

The Company continues to carry adequate insurance coverage for all assets.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Details of the transactions are provided in Form AOC — 2 which is attached as Annexure 7 to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed (Annexure 8)

INDUSTRIAL RELATIONS

During the year under review, your company enjoyed cordial relationship with workers and employees at all levels.

CORPORATE SOCIAL RESPONSIBILITY

The company does not fall within the ambit of the provisions of Section 135 of the Companies Act 2013 regarding Corporate Social Responsibility and hence Annual Report on Corporate Social Responsibility (CSR) Activities is not annexed.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholders Relationship Committee comprising of Mr. Ajit Thomas, as Chairperson and MrA.D.Bopana as Member of the Committee. The Board has designated Mr.T.M.Hari Kumar, Company Secretary & CFO of the Company as the Compliance Officer.

RISK MANAGEMENT PLAN

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and as per Regulation 17 (9)(a) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had laid down the procedures to inform Board members about the risk assessment and mitigation procedures.

Regarding the general risk, the company follows a minimal risk business strategy as given below:-

Particulars

Risk Minimizing steps

Fixed Assets and Current Assets

The company has taken adequate insurance coverage of its fixed assets and current assets which will minimize the impact of another event or development

Financial Risk

The company has a conservative debt policy. The debt component is very marginal

Foreign Exchange Risk

Whenever there is an export, the Foreign Exchange is covered at the time of confirmation of order so as to negate any fluctuation in the exchange rate

Credit risk on exports

The credit is insured through Export Credit and Guarantee Corporation Limited (ECGC)

Mr. T.M.Harikumar, Company Secretary & CFO has been assigned the task of informing the Board about the various risks and its mitigation by the Company from time to time.

At present the company has not identified any element of risk which may threaten the existence of the Company.

BOARD EVALUATION

The performance of Board, its Committees and individual directors are evaluated by number of meetings held, time spent in each meeting deliberating the issues, statutory compliance, contribution of each director, the details of decision taken and measures adopted in implementing the decision and monitoring the continuous implementation of the decision and feed back to the Board.

DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Note 1 to the Financial Statements.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Act and that an Internal Complaints Committee has been set up for redressal of complaints and that all employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year the company has not received any compliant under Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) ( c) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the accounts for the financial year ended 31st March 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. 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;

4. The Directors have prepared the accounts for the financial year ended 31st March 2016 on a ‘going concern basis.

5. 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.

6. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS

The company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and those transactions are authorized, recorded and reported correctly. The Company has an extensive system of internal controls which ensures optimal utilization and protection of resources, IT security, accurate reporting of financial transactions and compliance with applicable laws and regulations as also internal policies and procedures. The internal control system is supplemented by extensive internal audits, regular reviews by management, and well documented policies and guidelines to ensure reliability of financial and all other records to prepare financial statements and other data.

ACKNOWLEDGEMENT

The Directors sincerely acknowledge the contribution and support from customers, shareholders, Central and State Governments, Bankers, Securities Exchange Board of India, BSE Ltd, Cameo Corporate Services Ltd., Central Depository Services Ltd., Registrar of Companies, Tamil Nadu and other Government Authorities for the co-operation and assistance provided to the Company.

The Directors also place on record their gratitude to the employees for their continued support, commitment, dedication and co-operation.

For and on Behalf of the Board of Directors

Ajit Thomas

Chennai Chairman

30.05.2016 DIN : 00018691


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Seventy Second Annual Report, with the Audited Accounts for the year ended March 31, 2015.

FINANCIAL RESULTS

The standalone performance of the Company for the financial year ended March 31, 2015 is summarized below:

Amount Rs.

Particulars 2014 - 2015 2013 - 2014

Income from Operations 29,92,04,841 28,06,13,501

Other Income 5,28,37,100 5,28,18,228

Total Income 35,20,41,941 33,34,31,729

Profit before tax for the year 6,13,00,983 5,25,95,746

Less : Provision for taxation (inclusive of MAT credit utilized) 80,00,000 50,00,000

Profit after tax 5,33,00,983 4,75,95,746

Add : Adjustments relating to fixed assets (2,45,651) Nil

Add : Surplus brought forward from Previous year 45,81,055 63,44,034

Total Amount available for appropriation 5,76,36,387 5,39,39,780

LESS :

Interim Dividend paid on equity shares @ 200% 1,25,47,000 Nil (Rs. 20 per equity share on face value of Rs. 10/-)

Tax on Interim Dividend 25,08,662 Nil

Transfer to General Reserve 2,00,00,000 2,00,00,000

Proposed Final Dividend on Equity Shares @ 200% 1,25,47,000 2,05,94,000 (Rs. 20 per equity share on the face value of Rs. 10/-)

Provision for tax on Final Dividend 25,54,193 42,64,725

Surplus carried to Balance Sheet 74,79,532 45,81,055

5,76,36,387 5,39,39,780

OPERATIONS REVIEW

Total income increased from Rs 33.34 Crores in 2013-14 to Rs. 35.20 Crores in 2014-15 resulting in an increase of 5.57%. Profit after Tax was Rs. 5.33 Crores (previous year: Rs. 4.76 Crores).

Tea production during the year was 12.49 lacs Kgs with an average yield of2405 kgs. per hectare as against 11.73 lacs Kgs with an average yield of 2228 kgs. per hectare during last year. Apart from this there was also a production of11.89 Lacs kgs of bought leaf as against 9.80 Lacs Kgs during the previous year. The sale average during the year was at Rs. 121.07 per Kg as against the last year's sale average of Rs. 121.05/- per Kg.

DIVIDEND

Your Directors are pleased to recommend a final dividend of 200% (Rs. 20 per share) on Equity Share Capital, for the year ended 31.03.2015, amounting to Rs. 1,25,47,000, excluding dividend tax. During the year, the Board declared an Interim Dividend of 200% (Rs. 20 per share), amounting to Rs. 1,25,47,000, excluding dividend tax. The aggregate of dividend declared during the year was 400% (Rs. 40 per share) amounting to Rs. 2,50,94,000, excluding dividend tax.

DE-LISTING OF SECURITIES ON MADRAS STOCK EXCHANGE LTD

Consequent to the exit ofMadras Stock Exchange Ltd.(MSE), the company has ceased to be listed on MSE. However the equity shares of the company would continue to be listed on BSE Ltd.

BOARD MEETINGS

The Board of Directors consists of Mr. Ajit Thomas, Chairman, Mrs. Shanthi Thomas, Executive Director, Mr. S.Rajasekar, Non- executive non-independent Director, Mr. A.D. Bopana, and Mr. G. Vijayaraghavan, Independent Directors. The Board of Directors met four times during this financial year. The details of the Board meetings are given in Corporate Governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE MEETINGS

The Audit Committee presently consists of three Directors out ofwhich two are Independent Directors.

The constitution ofAudit committee during the year was as follows:-

Mr.A.D.Bopana (Chairman)

Mr.S.Rajasekar

Mr.M.M.Karunakaran ( upto 05.02.2015) Mr.B.B.Medaiah ( upto 05.02.2015) Mr.G.Vijayaraghavan ( w.e.f05.02.2015)

The terms of reference stipulated by the Board to the Audit Committee cover the matters specified for Audit Committee under Clause 49 of the Listing Agreement with the Stock Exchange.

The Committee met four times during this financial year. The details of the Committee meetings are given in Corporate Governance report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy in place pursuant to Section 177 (9) of the Companies Act 2013 and as per clause 49 of the listing agreement. The said policy is available in the website of the company.

NOMINATION & REMUNERATION COMMITTEE

The particulars of the Nomination & Remuneration Committee are given as follows:- Mr. A.D.Bopana - Independent Director

Mr. G.Vijayaraghavan - Independent Director

Mr.S.Rajasekar - Non-executive Non-independent Director

NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management, Key Managerial Personnel and their remuneration, which has been provided in Annexure 8 to this report.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

The details ofinvestments made by Company is given in the Note nos. 7 & 8 to the financial statements.

FIXED DEPOSITS

The Company is not accepting deposits and all deposits have been repaid. As such there are no unclaimed deposits in the books of the company as on March 31,2015.

DIRECTORS & KEY MANAGERIAL PERSONNEL

1. Executive Director

Mrs. Shanthi Thomas was appointed as Executive Director with effect from 5th February 2015, which has been approved by the shareholders by way of Postal Ballot. The provisions of the Companies Act, 2013 pertaining to appointment of Woman Director have been complied with.

2. Independent Director

Mr. G.Vijayaraghavan was appointed as Independent Director for a period of 5 years with effect from 5th February 2015 by a resolution passed by the shareholders through Postal Ballot. A notice has been received from one of the shareholders pursuant to Section 160 of Companies Act, 2013 proposing his candidature, along with the prescribed fees.

3. Resignation of Directors

Mr. B.B.Medaiah & Mr. M.M.Karunakaran, Directors of the Company had resigned with effect from 5th February 2015, due to personal reasons. Your Directors place on record, their appreciation for the valuable services rendered by Mr. B.B.Medaiah and Mr.M.M.Karunakaran during their tenure as Directors of the Company.

4. Director retiring by rotation

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. S.Rajasekar, Director retires by rotation at the 72nd Annual General Meeting and being eligible, offer himself for re-appointment.

5. Appointment of Company Secretary & ChiefFinancial Officer as Key Managerial Personal

In accordance with the provisions of Section 203 of the Companies Act, 2013, Mr. T.M.Harikumar has been appointed as Company Secretary & Chief Financial Officer of the company.

6. Declaration from Independent Directors on Annual Basis

The Company has received necessary declaration from both the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

INFORMATION ABOUT THE FINANCIAL PERFORMANCE/FINANCIAL POSITION OF THE SUBSIDIARIES/ASSOCIATES/JV

The company has no subsidiary companies.

Details of financial performance/financial position of the associate companies as required under first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 are annexed in Form AOC 1 (Annexure 1).

CONSERVATION OF ENERGY

The company has taken adequate steps for conservation of energy by utilizing alternate sources and by investing on energy conservation equipments. The particulars prescribed by the Section 134 (3) (m) of the Companies Act 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy and Technology Absorption are furnished in the Annexure 2 to this Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Company's Foreign Exchange Earnings amounted to Rs. 18,96,74,914/-. The total outgo on Foreign Exchange amounted to Rs. 17,32,779/-. Details are set out in Notes 23 & 24 of the Accounts. The Company has continued to maintain focus and avail of export opportunities based on economic considerations.

PARTICULARS OF EMPLOYEES

The information required under Companies Act 2013 and pursuant to Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is not applicable.

Further, the information required pursuant to Section 197 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed (Annexure 3) to this report.

AUDITORS

In terms of the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s. Suri & Co., Chartered Accountants, Chennai - 600 017, (Firm's registration No. 004283S) were appointed as the Statutory Auditors of the Company, to hold office from the conclusion of the 71st Annual General Meeting (AGM) held on September 10, 2014 until the conclusion of the fourth consecutive AGM, subject to ratification ofthe appointment by the members at every AGM. Accordingly their appointment needs to be ratified by the share holders in every Annual General Meeting. Your directors recommend ratifying their appointment at the forthcoming AGM. A certificate from the Auditors that they satisfy the conditions prescribed under the Companies Act,2013 and the Rules made thereunder (including satisfaction criteria under Section 141 of the Companies Act,2013) has been received from them.

AUDITORS' REPORT

There are no qualifications or adverse remarks mentioned in the Auditors' report. The notes to accounts forming part of financial statements are self-explanatory and needs no further clarification.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 ofthe Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mr. V. Suresh, Practising Company Secretary, Chennai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form MR-3 is annexed (Annexure 4) to this report.

COST AUDIT

The provisions ofCost Audit under Section 148 ofthe Com- panies Act, 2013 are not applicable to the Company.

INTERNAL AUDITORS

During the year under review, M/s. Vasanthan Naresh & Associates, Chartered Accountants, Coimbatore carried out the internal audit ofthe company and submitted their reports.

CORPORATE GOVERNANCE

The Code on Corporate Governance pursuant to revised Clause 49 of the Listing Agreement with the Stock Exchanges was made applicable to the Company with effect from 3rd November, 2011. Accordingly the Management Discussion & Analysis Report and Report on Corporate Governance with Certificate on compliance with conditions of Corporate Governance have been annexed to this report (Annexure 5) .

INSURANCE

The Company continues to carry adequate insurance coverage for all assets.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Details of the transactions are provided in Form AOC — 2 which is attached as Annexure 6 to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed (Annexure 7)

INDUSTRIAL RELATIONS

During the year under review, your company enjoyed cordial relationship with workers and employees at all levels.

CORPORATE SOCIAL RESPONSIBILITY

The company does not fall within the ambit of the provisions of Section 135 of the Companies Act 2013 regarding Corporate Social Responsibility and hence Annual Report on Corporate Social Responsibility (CSR) Activities is not annexed.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholders' Relationship Committee comprising ofMr.Ajit Thomas, as Chairperson and Mr.A.D.Bopana as Member of the Committee. The Board has designated Mr.T.M.Hari Kumar, Company Secretary & CFO ofthe Company as the Compliance Officer.

RISK MANAGEMENT PLAN

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and the clause 49 of the listing agreement, the Company had laid down the procedures to inform Board members about the risk assessment and mitigation procedures. Regarding the general risk, the company follows a minimal risk business strategy as given below:-

Fixed Assets and Current Assets

The company has taken adequate insurance coverage of its fixed assets and current assets which will minimize the impact of another event or development

Financial Risk

The company has a conservative debt policy. The debt component is very marginal

Mr. T.M.Harikumar, Company Secretary & CFO has been assigned the task of informing the Board about the various risks and its mitigation by the Company from time to time. At present the company has not identified any element of risk which may threaten the existence of the Company.

DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Note 1 to the Financial Statements.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Act and that an Internal Complaints Committee has been set up for redressal of complaints and that all employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year the company has not received any compliant under Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) ( c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the accounts for the financial year ended 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. 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;

4. The Directors have prepared the accounts for the financial year ended 31st March 2015 on a going concern' basis.

5. The directors, in the case of listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS

The company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition, and those transactions are authorised, recorded and reported correctly. The Company has an extensive system of internal controls which ensures optimal utilization and protection of resources, IT security, accurate reporting of financial transactions and compliance with applicable laws and regulations as also internal policies and procedures. The internal control system is supplemented by extensive internal audits, regular reviews by management, and well documented policies and guidelines to ensure reliability offnancial and all other records to prepare financial statements and other data.

ACKNOWLEDGEMENT

The Directors sincerely acknowledge the contribution and support from customers, shareholders, Central and State Governments, Bankers, Securities Exchange Board of India, BSE Ltd, Cameo Corporate Services Ltd., Central Depository Services Ltd., Registrar of Companies, Tamil Nadu and other Government Authorities for the co - operation and assistance provided to the Company.

The Directors also place on record their gratitude to the employees for their continued support, commitment, dedication and co - operation.

For and on Behalf of the Board of Directors

Chennai Ajit Thomas

27.05.2015 Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the SEVENTY FIRST ANNUAL REPORT, with the Audited Accounts for the year ended March 31, 2014.

FINANCIAL RESULTS

Rs.

Income from operations & other Income 33,34,31,729

Profit before Depreciation and Taxation 5,95,19,845

Depreciation 69,24,099

Profit before Taxation 5,25,95,746

Provision for Taxation

(including MAT credit utilisation of Rs. 23,00,000) 50,00,000

Profit after Taxation 4,75,95,746

Surplus carried from previous year 63,44,034

Amount available for appropriation 5,39,39,780

Which your Directors

recommend to appropriate :

Transfer to General Reserve 2,00,00,000

Proposed Final Dividend on

Equity Shares @ Rs. 40/- per share 2,50,94,000

Provision for tax on Final Dividend 42,64,725

Surplus carried to Balance Sheet 45,81,055

5,39,39,780

DIVIDEND

Your Directors have recommended a dividend of Rs. 40/- per Share on the Equity Shares, out of the profits for the year.

OPERATIONS

Tea production during the year was 11.73 lacs Kgs with an average yield of2228 kgs. per hectare against 11.23 lacs Kgs with an average yield of 2146 kgs. per hectare during last year. Apart from this there is also a production of 9.80 Lacs kgs of bought leaf as against 9.40 Lacs Kgs during the previous year. The sale average during the year was at Rs. 121.05 per Kg as against the last year''s sale average of Rs. 109.74/- per Kg.

DIRECTORATE

In accordance with the Articles of Association of the company, Mr. Ajit Thomas and Mr. M.M.Karunakaran, Directors retire by rotation and are eligible for re-election.

In accordance with the provisions of Section 149 of the Companies Act, 2013, Mr. A.D.Bopana, Director the Company has been appointed as Independent Director to hold office as per the tenure of appointment mentioned in the Notice calling the Annual General Meeting of the Company.

AUDITORS

M/s Suri & Co, Chartered Accountants, Chennai, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. They have confirmed that their re-appointment, if made will be within the limits specified under Section 139 (1) of the Companies Act,2013.

The appointment shall be for a period of three years as per the Companies Act, 2013, subject to ratification by shareholders at every Annual General Meeting.

COST AUDITORS

M/s. Rajendran, Mani & Varier, Practicing Cost Accountants, Ravipuram, Kochi- 682016 have been duly appointed as Cost Auditors, on the recommendation of the Audit Committee, for conducting Cost Audit of the Company for current financial year ending March 31, 2015. They were also the cost auditors for the previous year ended March 31, 2014. As required under Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by the Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31, 2015.

Full particulars of the Cost Auditors alongwith other details pertaining to the Cost Audit are annexed.

Details of Cost Auditor : M/s. Rajendran, Mani & Varier Practicing Cost Accountants XXXIX/5360, Alappat Building Alappat Road, Ravipuram Ernakulam - 682016 Registration No. 00006

Due & actual date of filing of : September 27, 2013 Cost Audit Report for the year ended March 31, 2013

Due date of filing Cost Audit : September 30, 2014 Report for the year ended March 31, 2014

DEPOSITS

No deposits remained unclaimed or unpaid during the year under report.

PARTICULARS OF EMPLOYEES

The Company has not incurred expenditure on employees to the extent specified in Section 217 (2A) ofthe Companies Act 1956, and hence no statement is attached to this report.

LISTING WITH STOCK EXCHANGES

As per the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, the Company confirms that the listing of its shares continued through out the year with the following stock exchanges:

1. Bombay Stock Exchange Limited.

2. Madras Stock Exchange Limited.

CONSERVATION OF ENERGY

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is set out in the Annexure.

CORPORATE GOVERNANCE

The Code on Corporate Governance pursuant to revised Clause 49 of the Listing Agreement with the Stock Exchanges was made applicable to the Company with effect from 3rd November, 2011. Accordingly the Management Discussion & Analysis Report and Report on Corporate Governance with Certificate on compliance with conditions of Corporate Governance have been annexed to this report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Company''s Foreign Exchange Earnings amounted to 17,64,93,231/-. The total outgo on Foreign Exchange amounted to Rs. 22,16,424/-. Details are set out in Notes 23 & 24 of the Notes on Accounts. The Company has continued to maintain focus and avail of export opportunities based on economic considerations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of The Companies Act, 1956 with respect to Directors'' Responsibility Statement, your Directors report that :

i) The annual accounts have been prepared by following the applicable accounting standards.

ii) The accounting policies selected have been applied consistently and judgments and estimates that were reasonable and prudent, have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the financial year.

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

iv) The annual accounts have been prepared on a going concern basis.

NOMINATION & REMUNERATION COMMITTEE ( NR COMMITTEE)

As required under the provisions of Section 178 of the Companies Act, 2013, the Board at their meeting held on May 29, 2014 constituted NR Committee comprising of Mr. A.D.Bopana, Mr. S.Rajasekar and Mr. M.M.Karunakaran.

SECRETARIAL COMPLIANCE

Pursuant to proviso to Section 383 A (1) of the Companies Act, 1956 Certificate to the effect that the Company has complied with all the provisions of the Companies Act, 1956 is obtained from a Secretary in Whole-time practice for filing with the Registrar of Companies and a copy of such Certificate is attached to this Report.

GENERAL

The Directors take this opportunity to place on record their appreciation of the contribution made by the employees at all levels to the operations of the Company. The Directors also thank the Bankers of the Company for the co-operation and assistance extended to your Company.

On Behalf of the Board

Place : Chennai Ajit Thomas Date : 29.05.2014 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the SIXTY NINTH ANNUAL REPORT, with the Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS

Rs. Income from operations & other Income 33,95,51,823

Profit before Depreciation and Taxation 15,11,39,029

Depreciation 52,77,408

Profit before Taxation 14,58,61,621

Provision for Taxation (Net of MAT credit entitlement of Rs.1,96,00,000) 32,00,000

Profit after Taxation 14,26,61,621

Surplus carried from previous year 20,41,770

Amount available for appropriation 14,47,03,391

Which your Directors recommend to appropriate :

Transfer to General Reserve 6,00,00,000

Special Interim Dividend on

Equity Shares @ Rs. 100/- per share 6,27,35,000

Tax on Special Interim Dividend 1,01,77,185

Proposed Final Dividend on Equity Shares @ Rs. 10/- per share 62,73,500

Provision for tax on Final Dividend 10,17,719

Surplus carried to Balance Sheet 44,99,987

14,47,03,391

DIVIDEND

The company has paid a Special Interim Dividend of Rs. 100/- per share ( 1000% ) for the financial year 2011-2012. Your Directors have now recommended a final dividend of Rs. 10/-per share (100%) on the Equity Shares out of the profits for the year. The aggregate Dividend for the year 2011-2012 amounts to Rs. 110/- per share (1100 %).

OPERATIONS

Tea production during the year was 13.54 lacs Kgs with an average yield of2570 kgs. per hectare against 13.16 lacs Kgs with an average yield of 2480 kgs. per hectare during last year. Apart from this there is also a production of 6.32 Lacs kgs of bought leaf as against 5.46 Lacs Kgs during the previous year. The sale average during the year was at Rs. 94.73/- per Kg as against the last years sale average of Rs. 94.24 / - per Kg.

DIRECTORATE

During the year, Mr. Habib Hussain and Mr. WD.Nelson ceased to be members of the Board consequent to their resignation on 31st October 2011. The Board accepted their resignation and places on record its appreciation and gratitude for the valuable services rendered by them during their tenure as Directors of the Company. Mr.M.M. Karunakaran and Mr. Oliver L.D. were co-opted as additional directors of the company on 3rd November, 2011. They hold office upto the date of the ensuing Annual General Meeting under Section 260 of The Companies Act, 1956. The company has received notice under Section 257 of The Companies Act, 1956 from a member intending to propose Mr.M.M.Karunakaran and Mr. Oliver L.D. for their Directorships.

In accordance with the Articles of Association of the company, Mr.Ajit Thomas and Mrs. Shanthi Thomas, Directors retire by rotation and are eligible for re-election.

AUDITORS

M/s Suri & Co, Chartered Accountants, auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. They have confirmed that their re- appointment, if made will be within the limits prescribed under Section 224 (1B) of the Companies Act,1956.

COST AUDITORS

The company was required to get its cost accounts maintained under Section 209(1)(d) of The Companies Act, 1956 in respect of plantation products audited in terms of an order issued by the Cost Audit Branch, Ministry of Company Affairs (MCA), New Delhi. The Cost Audit of the company was conducted by M/s. Rajendran, Mani & Varrier, Practicing Cost Accountants, appointed with the approval of MCA in the manner provided in the General Circular 15/2011 dated April 11, 2011 issued by MCA. In terms of the said Circular, full particulars of the Cost Auditors alongwith other details pertaining to the Cost Audit are annexed.

Details of Cost Auditor : M/s. Rajendran, Mani & Varier

Practicing Cost Accountants XXXIX/5360, Alappat Building Alappat Road, Ravipuram Ernakulam - 682016 Registration No. 00006 Due & actual date of filing of : September 27, 2011 Cost Audit Report for the year ended March 31, 2011

DEPOSITS

No deposits remained unclaimed or unpaid during the year under report.

PARTICULARS OF EMPLOYEES

The Company has not incurred expenditure on employees to the extent specified in Section 217 (2A) of the Companies Act 1956, and hence no statement is attached to this report.

LISTING WITH STOCK EXCHANGES

As per the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, the Company confirms that the listing of its shares continued through out the year with the following stock exchanges:

1. Bombay Stock Exchange Limited.

2. Madras Stock Exchange Limited.

3. Coimbatore Stock Exchange Limited.

CONSERVATION OF ENERGY

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is set out in the Annexure.

CORPORATE GOVERNANCE

The Code on Corporate Governance pursuant to revised Clause 49 of the Listing Agreement with the Stock Exchanges was made applicable to the Company with effect from 3rd November, 2011. Accordingly the Management Discussion & Analysis Report and Report on Corporate Governance with Certificate on compliance with conditions of Corporate Governance have been annexed to this report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Companys Foreign Exchange Earnings amounted to 12,38,22,669/-. The total outgo on Foreign Exchange amounted to Rs. 21,55,682/-. Details are set out in Note 23 of the Notes on Accounts. The Company has continued to maintain focus and avail of export opportunities based on economic considerations.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of The Companies Act, 1956 with respect to Directors Responsibility Statement, your Directors report that :

i) The annual accounts have been prepared by following the applicable accounting standards.

ii) The accounting policies selected have been applied consistently and judgments and estimates that were reasonable and prudent, have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the financial year.

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

iv) The annual accounts have been prepared on a going concern basis.

SECRETARIAL COMPLIANCE

Pursuant to proviso to Section 383 A (1) of the Companies Act, 1956 Certificate to the effect that the Company has complied with all the provisions of the Companies Act, 1956 is obtained from a Secretary in Whole-time practice for filing with the Registrar of Companies and a copy of such Certificate is attached to this Report.

GENERAL

The Directors take this opportunity to place on record their appreciation of the contribution made by the employees at all levels to the operations of the Company. The Directors also thank the Bankers of the Company for the co-operation and assistance extended to your Company.

On Behalf of the Board

Place : Chennai Ajit Thomas

Date : 24.05.2012 Chairman


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the SIXTY EIGHTH ANNUAL REPORT, with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

Rs. Income from operations & other Income 20,67,29,518

Profit before Depreciation and Taxation 3,73,93,232

Depreciation 51,99,773

Profit before Taxation 3,21,93,459

Provision for Taxation - Current Tax 37,00,000

Profit after Taxation 2,84,93,459

Surplus carried from previous year 44,85,139

Amount available for appropriation 3,29,78,598 Which your Directors recommend to appropriate :

Transfer to General Reserve 2,00,00,000

Proposed Dividend on

Equity Shares at Rs. 15/- per share 94,10,250

Provision for tax on Dividend 15,26,578

Surplus carried to Balance Sheet 20,41,770

3,29,78,598

DIVIDEND

Your Directors have recommended a dividend of Rs.15/- per share on the Equity shares out of the profits for the year.

OPERATIONS

Tea production during the year was 13.16 lacs kgs with an average yield of 2480 kgs. per hectare against 12.73 lacs kgs with an average yield of 2357 kgs. per hectare during last year. Apart from this there is also a production of 5.46 Lacs kgs of bought leaf as against 6.84 Lacs kgs during the previous year. The sale average during the year was at Rs. 94.24 per kg as against the last year's sale average of Rs. 97.48 /- per kg.

INVESTMENTS

As part of the company's diversification activities, for taking advantage of the emerging global business opportunities, the company has invested an amount of Rs. 90,20,000/- towards advance against equity in the overseas Joint Venture Company viz Midland Natural Pte. Ltd., in the Republic of Singapore for doing trading in Spices.

DIRECTORATE

Mr. C.R. Dorai Raj has ceased to be a member of the Board on account of his sad demise on October 12, 2010. Your Directors wish to place on record their appreciation for the invaluable services rendered by him during his tenure as Director of the company.

Mr.W.D.Nelson was co-opted as additional director of the company on February 03, 2011. He holds office upto the date of the ensuing Annual General Meeting under Section 260 of The Companies Act, 1956. The company has received a notice under Section 257 of The Companies Act, 1956 from a member intending to propose Mr.W.D.Nelson for his Directorship.

In accordance with the Articles of Association of the company, Directors Mr.A.D.Bopana and Mr.S.Rajasekar retire by rotation and are eligible for re-election.

AUDITORS

M/s Suri & Co, Chartered Accountants, auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. They have confirmed that their re- appointment, if made will be within the limits prescribed under Section 224 (1B) of the Companies Act,1956.

DEPOSIT

No deposits remained unclaimed or unpaid during the year under report.

PARTICULARS OF EMPLOYEES

The Company has not incurred expenditure on employees to the extent specified in Section 217 (2A) of the Companies Act 1956, and hence no statement is attached to this report.

CONSERVATION OF ENERGY

The information required under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is set out in the Annexure.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Company's Foreign Exchange Earnings amounted to 10,31,60,853/-. The total outgo on Foreign Exchange amounted to Rs. 1,14,53,132/-. Details are set out in Schedule 20(B), item 5 (a), (b), (c) & (d) of the Notes on Accounts. The Company has continued to maintain focus and avail of export opportunities based on economic considerations.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors report that :

i) The annual accounts have been prepared by following the applicable accounting standards.

ii) The accounting policies selected have been applied consistently and judgments and estimates that were reasonable and prudent, have been made so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the financial year.

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

iv) The annual accounts have been prepared on a going concern basis.

SECRETARIAL COMPLIANCE

Pursuant to proviso to Section 383 A (1) of the Companies Act, 1956 Certificate to the effect that the Company has complied with all the provisions of the Companies Act, 1956 is obtained from a Secretary in Whole-time practice for filing with the Registrar of Companies and a copy of such Certificate is attached to this Report.

GENERAL

The Directors take this opportunity to place on record their appreciation of the contribution made by the employees at all levels to the operations of the Company. The Directors also thank the Bankers of the Company for the co-operation and assistance extended to your Company.

On Behalf of the Board

Ajit Thomas Chairman

Place : Chennai Date : 30.05.2011

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