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Directors Report of Peria Karamalai Tea & Produce Company Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 102nd Annual Report for the year ended 31st March 2015.

FINANCIAL RESULTS Rs. in lakhs

2014-15 2013-14

Proffi/ (Loss) before Merest (115.72) 383.16 depreciation and tax

Interest 51.85 31.60 Profit/(Loss) before (167 57) 351 56 depreciation

Depreciation 230.90 156.43

Profit/(Loss) before Tax (398.47) 195.13

Provision for tax:

Current tax 12.00 50.00

Deferred tax liability 2.35 (1.24)

Profit after tax (412.82) 146.37

Add: Balance brought

Add: Balance brought 1399 05 1314 33 forward from previous year

Profit available for 986.23 1460.70 appropriation

APPROPRIATIONS

Proposed Dividend @ 23.32 43.33 Rs.0.75 /- per share

Tax on proposed dividend 4.73 7.89

Transfer to General Reserve — 7.32

Surplus carried to Balance 958.28 1399.05 Sheet

Total 986.23 1460.70

Operations

Production

During the financial year 2014-15, the Company harvested a crop of 35,80,624 kg of made tea as against 37,72,001 kg harvested in 2013-14. Erratic weather and Tea Mosquito Bug infestation was the major reason for reduction in the crop. Due to this, the whole Annamallai region reported 7% drop in production while the company reported only 5% reduction during the year under review.

Price & Sales

Your company's average tea price dropped to Rs.91.35 per kg as against Rs.103.82 per kg realized last year. Increase in offering, subdued demand from up country buyers and bearish trend in the export market has contributed to the fall in price realization. Tea price declined sharply in Mombasa Auction due to mis-match in supply and demand and surplus tea production in Kenya.

The Company has made a total sales realization of Rs. 3034.44 lakhs compared to Rs. 3658.48 lakhs last year.

Wind Turbines

During the year under review, the Wind Mills generated 45,74,885 units as against 46,98,607 units generated during the same period last year.

Dividend

The Board of Directors is pleased to recommend a dividend of Re. 0.75 /- per share (last year Rs.1.50/- per share) for the year ended 31st March 2015 out of previous year's profit subject to the approval of the shareholders.

Transfer to Reserves

No amount has been transferred to the General Reserve in the year 2014-15 due to loss incurred by the Company.

Share Capital

The paid up capital of the Company as at 31st March 2015 stood at Rs. 3,09,58,790/- During the year under review, the Company has not made any fresh issue of shares

Transfer of unclaimed dividend to Investor Education and Protection Fund

Unclaimed or unpaid dividend relating to the financial year 2007-08 is due for remittance in September 2015 to the Investor Education and Protection Fund established by the Central Government.

Extract of Annual Return

The extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form MGT-9 is furnished in Annexure A which forms part of this report.

Board Meetings and Committee Meetings conducted during the year under review.

During the year under review, 6 meetings of the Board of Directors, 4 meetings of the Audit Committee, 2 meetings of the Nomination and Remuneration Committee, 2 meetings of the CSR Committee and 22 meetings of the Stakeholders Relationship Committee were held. Further details of the same have been enumerated in the Corporate Governance Report annexed herewith.

Public Deposits

During the year has repaid the entire deposits. The company did not accept fresh deposits during the financial year 2014-15.

Listing

Your Company's shares are listed in Calcutta Stock Exchange Limited, Kolkata. The Company has paid the Annual Listing Fee for the year 2015-16. The Company has submitted its application to National Stock Exchange of India Ltd. for direct listing of the equity shares and is awaiting approval.

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 annual accounts, all applicable accounting standards have been followed and that there are no material departure from those standards.

2. the Directors had selected such accounting policies and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2015 and of the loss of the Company for the year ended on that date.

3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

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

5. the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

Details in respect of frauds reported by Auditors under Section 143(12) of the Companies Act, 2013 other than those which are reportable to the Central Government

There have been no frauds reported by the Auditors pursuant to Section 143(12) of the Companies Act, 2013.

Declaration by Independent Directors

The Company has received declarations from all the independent directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange.

Company's Policy relating to Directors appointment, payment of remuneration and other matters provided under Section 178 (3) of the Companies Act, 2013

The Board on the recommendation of the Nomination and Remuneration Committee framed a policy for fixing and revising remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and employees of the Company. The Remuneration Policy of the Company is annexed herewith as Annexure B and can also be accessed on the Company's website www.periatea.com

Comments on Auditors' Report

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors.

With reference to the observations made by the Secretarial Auditors in the Secretarial Audit Report with regard to non-filing of some forms, the Directors wish to state that the company is taking necessary steps to file the forms.

Particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013

Details of loan given, investments made, guarantees given and securities provided pursuant to Section 186 of the Companies Act, 2013 have been given in the notes to the financial statements.

Particulars of contracts or arrangements with related parties

All transactions with related parties during the financial year 2014-15 were in the ordinary course of business and on arm's length price. Since there were no transactions which were not on arm's length and material nature, Form AOC 2 not annexed.

The policy on related party transactions as approved by the Board of Directors has been uploaded on the Company's website and may be accessed at www. periatea.com

Material changes and commitments affecting the financial position of the Company.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year as on 31.03.2015 and the date of this report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on foreign exchange earnings and outgo, technology absorption, conservation of energy stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure C.

Risk Management

The Company has in place mechanism to identify, assess, monitor and mitigate various risks that may impact key business objectives of your Company. The Company has adopted a Risk Management Policy which is available on the website of the Company www.periatea.com

The specific objectives of the Risk Management Policy are to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated and managed, to establish a framework for the company's risk management process and to ensure companywide implementation to ensure systematic and uniform assessment of risks and to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices and to assure business growth with financial stability.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory and Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

Annual Evaluation of the Board's performance and of the Individual Directors

On the advice of the Board of Directors and the Nomination and Remuneration Committee , the Company formulated criteria for evaluation of the performance of the Board of Directors, its committees, Independent Directors, Non-Independent Directors and the Managing Directors. Based on those criteria, performance evaluation has been done. The Independent Directors of the Company have also convened a separate meeting for this purpose. All the results and evaluation has been communication

Directors and Key Managerial Personnel

During the year, members have approved the appointment of Mr.R.L.Gaggar, Mr.H.M.Parekh, Mr.P.R.Ramakrishnan and Mr.N.Swaminthan as Independent Directors of the Company for a period of 5 years.

Smt.Alka Bangur, Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

The present term of Shri Shreeyash Bangur as Deputy Managing Director of the Company expire on 4th November 2015. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 3rd August 2015 has given its approval for the re-appointment of Shri Shreeyash Bangur for a further term of five years subject to the approval of the Company in the General Meeting.

Necessary resolution in this regard has been included in the Agenda of the Notice convening the Annual General Meeting for the approval of the members.

A brief profile of the above directors as stipulated under Clause 49 of the Listing Agreement and Secretarial Standards (SS-2) form part of the Notice of the ensuing Annual General Meeting.

At the Board Meeting held on 29th May 2014 Smt. Alka Bangur, Managing Director, Shri Shreeyash Bangur, Deputy Managing Director and Shri R.V. Sridharan, Chief Financial Officer & Company Secretary, were designated as "Key Managerial Personnel" of the company pursuant to Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial personnel) Rules 2014.

Reports on the performance and financial position of each of the subsidiaries, Associates and Joint Venture Companies included in the Consolidated Financial Statements

The Company has two subsidiaries. Statement pursuant to Section 129 (3) of the Companies Act, 2013 containing the salient features of the financial statements of Subsidiary Companies forms part of this report.

Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operation in future.

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operation in future.

Internal Control Systems and their adequacy

The Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable rules and regulations. The systems are periodically reviewed for identification of control deficiencies and formulation of the time bound action plans to improve efficiency at all levels. The Audit Committee of the Board constantly reviews internal control systems and their adequacy, significant risk areas, observations made by the internal auditors on control mechanism and operations of the Company and recommendations made for corrective action through the internal audit reports. The Committee reviews the Statutory Auditors' Report, key issues, significant processes and accounting policies.

Statutory Auditors

M/s S.Krishnamoorthy & Co, Chartered Accountants, Coimbatore were appointed as Statutory Auditors of the Company for a period of 3 years at the last Annual General Meeting held on 22nd September 2014 as required under Section 139 of the Companies Act, 2013. The Company has obtained written confirmation from the Auditors pursuant to Section 139 of the Companies Act, 2013 that their appointment if made would be in conformity with the provision of the Companies Act, 2013. Members are requested to ratify their appointment.

Secretarial Auditors

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. M.D.Selvaraj, MDS & Associates, Company Secretary in practice to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditors is annexed herewith as Annexure D.

Industrial Relations

The relation between management and labour was cordial during the year.

Particulars of employees

Statement pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Particulars of Employees)

Rules, 1975 and Section 197 (12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place policy on Sexual Harassment of Women at workplace in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been set up to redress complaints received. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Committee has not received any complaint from any employee during the financial year 2014-15.

Corporate Social Responsibility (CSR)

The Board has constituted a Corporate Social Responsibility Committee comprising of the following directors as its members;

1. Shri L.N. Bangur - Chairman

2. Shri PR. Ramakrishnan - Member

3. Shri N. Swaminathan - Member

The company has adopted a Corporate Social Responsibility Policy defining therein the CSR activities to be undertaken by the Company in line with the provisions of Schedule VII of the Companies Act, 2013.

The Corporate Social Responsibility Committee is responsible for implementation and effective monitoring of the CSR activities of the Company.

The Company was however not required to spend any expenditure on CSR activities during the year under review as the average net profit of the preceeding 3 financial years was in the negative.

The Annual Report on CSR activities of the company is attached herewith as Annexure F.

Corporate Governance

A report on Corporate Governance is annexed and forms part of this report. The Company has complied with the conditions relating to Corporate Governance stipulated under Clause 49 of the Listing Agreement.

Whistle Blower Policy/Vigil Mechanism

The Company has a Whistle Blower Policy for directors and employees and adopted the Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement to report concerns about unethical behavior, wrongful conduct and violation of company's code of conduct or ethics. The whistle blower policy is available on the company's website www.periatea.com

Managing Directors Certification

The Managing Director of the Company has certified to the Board on the financial statements and other matters in accordance with Clause 49 of the Listing Agreement pertaining to CEO certification for the financial year ended 31st March 2015.

Acknowledgements

The Board wishes to thank all the shareholders, customers, vendors, financial institutions, banks and depositors for the support extended by them.

The Board also wishes to place on record their appreciation of the contribution made by the employees at all levels during the year.

For and on behalf of the Board

L.N. Bangur Kolkata, Chairman 3rd August 2015. (DIN 00012617)




Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 101st Annual Report for the year ended 31st March 2014.

FINANCIAL RESULTS Rs. in lakhs

2013-14 2012-13

Profit before interest 383.16 345.41 depreciation and tax

Interest 31.60 11.48

Profit before depreciation 351.56 333.93

Depreciation 156.43 156.71

Profit before Tax 195.13 177.22

Provision for tax:

Current tax 50.00 33.00

Deferred tax liability (124) 1.49

Profit after tax 146.37 142.73

Add: Balance brought forward 1314 33 1254 74 from previous year

Profit available for 1460.70 1397.47 appropriation

APPROPRIATIONS

Proposed Dividend @ Rs.1.50/- 46.44 61.92 per share

Tax on proposed dividend 7.89 10.52 @ 16.995%

Transfer to General Reserve 7.32 10.70

Surplus carried to Balance Sheet 1399.05 1314.33

Total 1460.70 1397.47

DIVIDEND

The Board of Directors is pleased to recommend a dividend of Rs. 1.50 /- per share (last year Rs. 2/- per share) for the year ended 31st March 2014.

OPERATIONS

PRODUCTION

During the financial year 2013-14, the Company harvested a crop of 37,72,001 kg of made tea as against 38,11,721 kg harvested in 2012-13. The production suffered set back due to unprecedented monsoon rains in the months of June and July. However, with the adoption of best agricultural practices, the Company managed to compensate the crop loss and at the end financial year the crop was marginally down by 1% only.

PRICE & SALES

Your company''s average tea price realized Rs.103.82 per kg as against Rs. 100.91 per kg realized last year despite depressed market conditions. The Company has made a total sales realization of Rs. 3658.48 lakhs compared to Rs. 3974.61 lakhs during the same period last year.

FUTURE PROSPECTS

The major black tea producer Kenya has reported 67% increase in its crop. Other major producing countries like Sri Lanka, Uganda and others also reported higher crop. India has reported a crop of 1200.04 million kg during 2013 as against 1126 million kg reported in 2012.

There is a surplus black tea production of 211 million kg globally, part of which is carried over to the current year. This has increased the availability of tea both in India and abroad to a larger extent. This surplus had a negative effect in the market which is currently felt in global auctions. From the beginning of the current financial year, the weather conditions have not been favorable to India and other major tea producing countries including East Africa.

North India has reported huge crop loss in April and May of the current financial year. As per the figures available from Tea Board, total production till May was 148.18 million kg. as against 178.84 million kg. during the same period last year, resulting in crop loss of 30.66 million kg. Moderately good crop has been reported from June onwards. However, it seems unlikely that the shortfall will be made up.

If the consumption growth in India which is estimated at about 25 to 35 million kg annually is factored in, then it would indicate change in supply demand ratio that might result in shortage in the later part of the year.

As the major cropping months are between July and November, the buyers will adopt the wait and watch policy and most probably will react later when situation become clear.

We are optimistic that CTC Tea market will make a turnaround in the later part of the year and eventually end on better note. In the short term, the accent will be on quality and every effort needs to be made to cater to the market requirements.

The Company has started host of initiatives towards increasing the quality of tea since in the depressed market conditions, only good liquoring tea will have a smooth market.

In order to generate additional revenue in future, the Company has taken up pepper and cinnamon cultivation.

REPLANTING

I mentioned in my last report that the company will take up replanting of tea for stable and sustainable growth. I am pleased to inform that your Company has completed replanting of tea in 10 hectares at Nadumalai Estate during the first quarter of the current financial year.

RAIN FOREST ALLIANCE CERTIFICATE

I am pleased to inform that recently, the Company has been awarded certification by INDOCERT for complying with Sustainable Agriculture Standard in respect of tea under Sustainable Agriculture Standard, July 2010 and Farm and Group Administrator Certification Policy, January 2013.

WIND TURBINES

During the year under review, the Wind Mills generated 46,98,607 units as against 44,04,522 units generated during the same period last year which is satisfactory. The Company has entered into an agreement with TANGEDCO for banking the surplus energy generated by the windmills.

PUBLIC DEPOSITS

Deposits outstanding as on 31st March 2014 were Rs.13.58 lakhs. There were no unclaimed deposits as on 31st March 2014.

LISTING

Your Company''s shares are listed in Madras Stock Exchange Limited, Chennai and Calcutta Stock Exchange Limited, Kolkata. The Annual Listing Fee for the year 2014-15 has been paid to them.

TRANSFER OF UNCLAIMED AMOUNTS TO IEPF

In terms of Section 205C of the Companies Act, 1956 an amount of Rs.98,184/- being unclaimed dividend for the season 2005-06 was transferred during the year to the Investor Education and Protection Fund (IEPF) established by the Central Government.

STATUTORY STATEMENTS

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure I which forms part of this report.

PARTICULARS OF EMPLOYEES

There are no employees attracting the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 as amended.

DIRECTORS

Shri L.N.Bangur is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for reappointment.

In order to comply with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreements entered into with the stock exchanges, Shri R.L.Gaggar, Shri H.M.Parek, Shri P.R.Ramakrishnan and Shri N.Swaminathan are proposed to be appointed as Independent Directors. The said Directors have consented to act as Independent Directors and in respect of whom nominations with required deposit have been received from members.

The present terms of Smt.Alka Bangur as Managing Director of the Company expire on 16th September 2014. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 8th August 2014 has given its approval for the re-appointment of Smt Alka Bangur for further terms of three years subject to the approval of the Company in the General Meeting.

A brief profile of the above directors as stipulated under Clause 49 of the Listing Agreement form part of the Notice of the ensuing Annual General Meeting.

INDUSTRIAL RELATIONS

The relation between management and labour was cordial during the year.

INFORMATION RELATING TO SUBSIDIARY COMPANIES

Pursuant to the provision of Section 212 (8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular No.2/2011 dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the company''s subsidiaries for the year ended March 31, 2014 is included in the Annual Report. The annual accounts of the subsidiaries and the related detailed information will be made available to any member of the company/subsidiary seeking such information at any point of time and are also available for inspection by any member of the company/subsidiaries at the registered office of the company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the registered office of the respective company. The Company shall furnish a copy of details of annual accounts of subsidiaries to any member on demand.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards (AS 21, AS 23 and AS 27) issued by the Institute of Chartered Accountants of India and the same together with Auditor''s Report thereon forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, the Directors of your Company confirm that:

1. all applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departure.

2. such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2014 and of the profit of the Company for the year ended on that date.

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

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

STATUTORY AUDITORS

M/s. S. Krishnamoorthy & Co., Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Board on the recommendation of the Audit Committee has proposed that S. Krishnamoorthy & Co., Chartered Accountants, Coimbatore be re-appointed as the Statutory Auditors of the Company.

The Company has received letter from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and that they are not disqualified for such reappointment within the meaning of Section 141 of the said Act.

COST AUDIT

The Company has received the approval of the Central Government for the appointment of M/s. S. Mahadevan & Co., Cost Accountants, Coimbatore as Cost Auditor to conduct cost audit for the financial year 2013-14. The Cost Audit Report for the financial year 2012-13 has been filed within the due date.

ADDITIONAL DISCLOSURES

Management Discussion and Analysis Report, Corporate Governance Report, Segment Report and Related Party Disclosures provided elsewhere in the Annual Report forms part of this report as required under the Listing Agreement entered into with the Stock Exchanges. The Managing Director of the Company has certified to the Board on the financial statements and other matters in accordance with Clause 49 (V) of the Listing Agreement pertaining to CEO certification for the financial year ended 31st March 2014.

ACKNOWLEDGEMENTS

The Board wishes to thank all the shareholders, customers, vendors, financial institutions, banks and depositors for the support extended by them.

The Board also wishes to place on record their appreciation of the contribution made by the employees at all levels during the year.

For and on behalf of the Board

Kolkata, L.N. Bangur 8th August 2014. Chairman


Mar 31, 2013

The Directors have pleasure in presenting the 100th Annual Report for the year ended 31st March 2013.

FINANCIAL RESULTS

Rs.in lakhs 2012-13 2011-12

Profit before interest, depreciation and tax Interest 11.48 34.46

Profit before depreciation 333.93 7272.65

Depreciation 156.71 134.65

Profit before Tax 177.22 7138.00

Provision for tax:

Current tax 33.00 1513.00

Mat Credit Entitlement (680.00)

Deferred tax liability 1.49 3.41

Profit after tax 142.73 6301.59

Add: Balance brought u 2g forward from previous year

Profit available for appropriation

APPROPRIATIONS

Proposed Dividend Rs. 2 per share

Tax on proposed Dividend 10.52 26.31

Transfer to General Reserve 10.70 5000.00

Surplus carried to Balance Sheet

Total 1397.47 6435.84

DIVIDEND

The Board of Directors is pleased to recommend a dividend of Rs. 2 /- per share (last year Rs. 5/- per share) for the year ended 31st March 2013 which includes special dividend of 71/- per share for the Centenary Year.

OPERATIONS

PRODUCTION

The Company harvested a higher crop of 38,11,713 kg in 2012-13 as against 34,69,114 kg in 2011-12 compared to same period last year. The increase in crop was due to adoption of better cultural practices, timely application of manure and efficient deployment of labor.

PRICE & SALES

Your company''s average tea price was at its best ever realizing Rs. 100.91 per kg against Rs. 75.74 per kg realized last year. The increase is about 33% compared to last year. Favorable market scenario and quality output has lifted the average price to the new level. The Company has made a total Sales realization of Rs. 4008.93 lakhs compared to Rs. 2994.15 lakhs last year.

FUTURE PROSPECTS

Major Black tea producers Kenya and Sri Lanka have reported surplus production of 44 million kg and 8 million kg respectively in the first quarter of 2013. India has also reported a surplus crop of 4 million kg during the same period. This has created some pressure in tea prices to the disadvantage of the producers and the tea market is expected to go for a correction in the tea price in near future. With predictions of normal monsoon and barring some unforeseen circumstances, it is expected that the company will harvest a reasonable crop during the current year.

Increasing cost of labor is a worry for the tea industry. Recently, the State Government has notified the minimum wage at Rs. 185.50 per day with effect from 24.04.2013. Further, the industry wide wage agreement has been finalized and the base wage rate has been fixed at Rs.198/- per day with effect from 1st July 2013. Cost of inputs especially fertilizer prices have gone up many fold and increase in HSD price will push up the power cost affecting the bottom line.

The tea bushes in most of the area have already outlived their economic life. To have a stable and sustainable growth, replanting of tea is inevitable. The Company hopes to start the replanting process from the next financial year onwards. People opting for quality tea are on the rise and therefore, there is always a demand for good liquoring tea. To capitalize on this demand, the

Company has taken initiatives to modernize the factories to get the desired quality in the coming days.

WIND TURBINES

During the year under review, the Wind Mills generated 44,04,522 units as against 46,12,818 units generated during the same period last year. The fall in generation was due to reduction in wind velocity during the third quarter of the year under review.

PUBLIC DEPOSITS

Deposits outstanding as on 31st March 2013 were ^48.77 lakhs. There were no unclaimed deposits as on 31st March 2013.

TRANSFER OF UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, the dividends declared by the company on equity shares, which have remained unclaimed for a period of seven years, have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act, last such transfer being made on September 16, 2008.

ENERGY CONSERVATION

The Company has initiated host of measures to reduce the consumption of electrical and thermal energy. As a result, the consumption of electricity has come down to 0.90 units per kg in 2012-13 compared to 1.15 units per kg same period last year. Similarly, the consumption of thermal energy has come down significantly to 1.63 kg in 2012-13 compared to 2.34 kg same period last year.

STATUTORY STATEMENTS

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure I which forms part of this report.

PARTICULARS OF EMPLOYEES

There are no employees attracting the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 as amended.

DIRECTORS

Shri Prakash Parasher, Executive Director resigned from the services of the Company on 21.07.2012.

Shri Shreeyash Bangur, President (Corporate Strategy & Business Development) was appointed as additional director and Deputy Managing Director of the Company on 5th November 2012 by the Board of Directors. The appointment of Shri Shreeyash Bangur and his remuneration would come up for approval of the members at the ensuing Annual General Meeting.

Shri L.N.Bangur and Shri P.R.Ramakrishnan retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

INDUSTRIAL RELATIONS

The relation between management and labour was cordial during the year.

INFORMATION RELATING TO SUBSIDIARY COMPANIES

Pursuant to the provision of Section 212 (8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular No.2/2011 dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the company''s subsidiaries for the year ended March 31, 2013 is included in the Annual Report. The annual accounts of the subsidiaries and the related detailed information will be made available to any member of the company/subsidiary seeking such information at any point of time and are also available for inspection by any member of the company/subsidiaries at the registered office of the company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the registered office of the respective company. The Company shall furnish a copy of details of annual accounts of subsidiaries to any member on demand.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards (AS 21, AS 23 and AS 27) issued by the Institute of Chartered Accountants of India and the same together with Auditor''s Report thereon forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, the Directors of your Company confirm that:

1. all applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departure.

2. such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2013 and of the profit of the Company for the year ended on that date.

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

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

STATUTORY AUDITORS

M/s.S.Krishnamoorthy & Co., Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Board on the recommendation of the Audit Committee has proposed that S.Krishnamoorthy & Co., Chartered Accountants, Coimbatore be re-appointed as the Statutory Auditors of the Company and to hold the office till the conclusion of the next Annual General Meeting of the Company.

The Company has received letter from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

CORPORATE GOVERNANCE

A separate section on corporate governance as per Clause 49 of the Listing Agreement and Management Discussion and Analysis Report are given as annexure to this report. A certificate from the statutory auditors of the company regarding compliance of provisions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this report.

The Managing Director of the Company has certified to the Board on the financial statements and other matters in accordance with Clause 49 (V) of the Listing Agreement pertaining to CEO certification for the financial year ended 31st March 2013.

ACKNOWLEDGEMENTS

The Board wishes to thank all the shareholders, customers, vendors, financial institutions, banks and depositors for the support extended by them.

The Board also wishes to place on record its appreciation of the contribution made by the employees at all levels during the year.

For and on behalf of the Board

Kolkata, L.N. Bangur

May 28, 2013. Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 99th Annual Report for the year ended 31st March 2012.

FINANCIAL RESULTS

2011-12 2010-11

Profit before interest, 73,07,10,508 6,42,45,102

depreciation and tax

Interest 34,45,550 32,06,888

Profit before depreciation 72,72,64,958 6,10,38,214

Depreciation 1,34,65,206 97,62,787

71,37,99,752 5,12,75,427 Add Excess provision made

in the previous year reversed

Profit before Tax 71,37,99,752 5,32,83,564 Provision for tax:

Current tax 15,13,00,000 54,00,000 Mat Credit Entitlement (6,80,00,000) (10,00,000)

Deferred tax liability 3,40,960 7,76,807

Profit after tax 63,01,58,792 4,81,06,757

Add: Balance brought 1,34,25,571 1,61,84,885

forward from previous year

Profit available for 64,35,84,363 6,42,91,642

appropriation

APPROPRIATIONS

Proposed Dividend 1,54,79,395 92,87,637

@ Rs 5 per share

Tax on proposed Dividend 26,30,723 15,78,434

Transfer to General Reserve 50,00,00,000 4,00,00,000

Surplus carried to Balance 12,54,74,245 1,34,25,571 Sheet

64,35,84,363 6,42,91,642

OVERALL PERFORMANCE

The Company recorded total revenue of Rs 107,26,16,640 (including other income of Rs 77,32,01,941) for the year ended 31st March 2012. Other income includes Rs 74,34,49,639 made on profit on sale of investments.

OPERATIONS

Production

The Company harvested a lower crop of 34,69,114 kg in 2011-12 as against 44,00,047 kg in 2010-11. The reduction in crop was due to severe drought in the last quarter of the year under review. The whole plantation district reported lesser production in the last quarter of the financial year due to prolonged dry spell.

Price & Sales

Your company's average tea price was marginally higher at Rs 75.74 per kg as against Rs 72.88 per kg last year. Sales realization clocked Rs 29,55,44,178 compared to t 34,90,56,983 made last year.

DIVIDEND

For the year ended 31st March 2012, the company has incurred a loss of Rs 3,83,82,125 in tea operations. Despite the loss in tea operations, the directors have recommended a dividend of Rs 5/- per share (last year Rs 31- per share) as a special case in view of profit made on sale of investments.

FUTURE PROSPECTS

With predictions of normal monsoon during the current year, production is expected to be normal. With prices showing an uptrend from the beginning of the first quarter in the current year coupled with production shortfalls elsewhere in the globe, we hope to do reasonably well.

WIND TURBINES

During the year under review, the Wind Mills generated 46,12,818 units as against 43,10,323 units generated during the same period last year.

PUBLIC DEPOSITS

Deposits outstanding as on 31st March 2012 were Rs 94,52,000. Two deposits totaling Rs 90,000 which remained unclaimed as on that date has since been paid.

TRANSFER OF UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, the dividends declared by the company on equity shares, which have remained unclaimed for a period of seven years, have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act, last such transfer being made on September 16, 2008.

STATUTORY STATEMENTS

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure I which forms part of this report.

PARTICULARS OF EMPLOYEES

There are no employees attracting the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 as amended.

DIRECTORS

Shri R.L.Gaggar and Shri H.M.Parekh retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

INDUSTRIAL RELATIONS

The relation between management and labour was cordial during the year.

CORPORATE DEVELOPMENTS

During the year, the company divested its entire stake of 12,23,093 equity shares of Rs 10/- each held by the company in The Andhra Pradesh Paper Mills Limited.

INVESTMENT IN SHIVPHAL VINIMAY PRIVATE LIMITED

As part of growth strategy, the Company has acquired 100% stake in the equity of M/s. Shivphal Vinimay Private Limited in March 2012.

INFORMATION RELATING TO SUBSIDIARY COMPANIES

Pursuant to the provision of Section 212 (8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular No.2/2011 dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the company's subsidiaries for the year ended March 31, 2012 is included in the Annual Report. The annual accounts of the subsidiaries and the related detailed information will be made available to any member of the company/subsidiary seeking such information at any point of time and are also available for inspection by any member of the company/subsidiaries at the registered office of the company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the registered office of the respective company. The Company shall furnish a copy of details of annual accounts of subsidiaries to any member on demand.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards (AS 21, AS 23 and AS 27) issued by the Institute of Chartered Accountants of India and the same together with Auditor's Report thereon form part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, the Directors of your Company confirm that:

1. all applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departure.

2. such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and of the profit of the Company for the year ended on that date.

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

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

STATUTORY AUDITORS

M/s. S. Krishnamoorthy & Co., Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Board on the recommendation of the Audit Committee, has proposed that S. Krishnamoorthy & Co., Chartered Accountants, Coimbatore be re-appointed as the Statutory Auditors of the Company and to hold the office till the conclusion of the next Annual General Meting of the Company. The Company has received letter from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

COST AUDIT

The Company received the approval of the Central Government for the appointment of M/s. S. Mahadevan & Co., Cost Accountants, Coimbatore as Cost Auditor to conduct cost audit for the financial year 2011-12.

CORPORATE GOVERNANCE

A separate section on corporate governance as per Clause 49 of the Listing Agreement and Management Discussion and Analysis Report are given as annexure to this report. A certificate from the statutory auditors of the company regarding compliance of provisions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this report.

The Executive Director of the Company has certified to the Board on the financial statements and other matters in accordance with Clause 49 (V) of the Listing Agreement pertaining to CEO certification for the financial year ended 31st March 2012.

ACKNOWLEDGEMENTS

The Board wishes to thank all the shareholders, customers, vendors, financial institutions, banks and depositors for the support extended by them.

The Board also wishes to place on record their appreciation of the contribution made by the employees at all levels during the year.

For and on behalf of the Board

Valparai, L.N. Bangur

April 28, 2012. Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 97th Annual Report for the year ended 31st March 2010.

FINANCIAL RESULTS





Rs. Lakhs

2009-10 2008-09

Profit before interest,

depreciation and tax 1355.26 792.76

Interest 16.49 18.87

Profit before depreciation 1338.77 773.89

Depreciation 73.29 87.80

Profit before tax 1265.48 686.09

Provision for tax:

Current tax 137.71 47.00

Fringe Benefit tax - 3.85

Deferred tax credit (0.23) (0.40)

Profit after tax 1128.00 635.64

Add: Balance brought forward

from previous year 60.62 97.41

Profit available for appropriation 1188.62 733.05

APPROPRIATIONS

Proposed Dividend 108.36 61.92

Tax on proposed Dividend 18.42 10.52

Transfer to General Reserve 900.00 600.00

Balance carried forward

to Balance Sheet 161.84 60.61

1128.62 733.05

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.3.50/- per share on the expanded equity capital of 30,95,879 equity shares of the face value of Rs.10/- each aggregating to Rs. 108.36 lakhs for the year ended 31st March 2010 as against Rs.3.00/- per share in the previous year subject to the approval of the members at the ensuing Annual General Meeting.

CHANGE IN CAPITAL

The company capitalized part of its reserves by allotting 10,31,960 bonus equity shares in the ratio of one equity share for every two equity shares on 20th March 2010.

Consequently, the equity share capital has gone up from Rs. 2,06,39,190 divided into 20,63,919 equity shares of Rs.10/- each to Rs. 3,09,58,790 divided into 30,95,879 equity shares of Rs.10/- each.

OPERATIONS

The Company has surpassed several records of yester years in terms production, price realization, turnover and profit after tax during the year under review.

i) Profits

The Company has reported an all time highest profit after tax of Rs.1128 lakhs as compared to Rs. 635.64 lakhs in 2008-09.

ii) Production

The Company has re-written the history by harvesting an all time record crop of 51,35,913 kg during the year under review as compared to 41,22,624 kg in 2008.09. The previous best crop was 51,25,750 kg made in 1997-98.

Conducive climate, better cultural practices, quality improvement exercises undertaken by the company and better supervision made this feat possible.

iii) Price & Sales

Your companys tea fetched a higher average price realization of Rs.90.64 per kg as against Rs.80.39 per kg last year. The company gained price wise due to continued production shortfalls reported elsewhere in the world.

Sales realization clocked Rs.3859 lakhs, the highest as compared to Rs. 3332 lakhs in 2008-09. The previous highest was Rs.3349 lakhs made in 1997-98.

FUTURE PROSPECTS

With Kenya and Sri Lanka reporting more production, the supply position has some what eased. With virtually no carry forward stock and the growing domestic demand, price levels are expected to remain attractive for good quality premium teas.

WIND TURBINES

Generation of power during the year was higher at 4767066 units as against 4383876 units last year due to better maintenance and favourable wind conditions.

PUBLIC DEPOSITS

Deposits outstanding as on 31st March 2010 were Rs.1,34,26,000/- and there were no unclaimed deposits as on 31st March 2010.

TRANSFER OF UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, the dividends declared by the company on equity shares, which have remained unclaimed for a period of seven years, have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act, last such transfer being made on September 16, 2008.

STATUTORY STATEMENTS

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure I which forms part of this report.

Information pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is given in Annexure II which forms of this report

SUBSIDIARY COMPANY

Peria Karamalai Tea (India) Limited, a wholly owned subsidiary company was incorporated on 14.10.2009 for the purpose of acquisition of tea gardens in India. No significant activities were reported during the year under review. The statement as required under Section 212 of the Companies Act, 1956 is appended herewith.

DIRECTORS

Shh H.M. Parekh and Shri P.R. Ramakrishnan retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Board of Directors at its meeting held on 29th July 2009 appointed Shri N.Swaminathan as additional director to hold office upto the date of the ensuing Annual General Meeting.

The Board deeply regret to report the demise of Shri G.K. Sundaram on 18th May 2009. Shri G.K. Sundaram joined the Board in 1989. The Board wish to record its sincere appreciation of the valuable contribution of Shri G.K.Sundaram in the growth of the Company. In his death, the Directors have lost a distinguished colleague.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, the Directors of your Company confirm that:

1. all applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departure.

2. such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2010 and of the profit of the Company for the year ended on that date.

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

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

AUDITORS

M/s. S. Krishnamoorthy & Co., Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

The Audit Committee and the Board recommended the appointment of M/s. S. Krishnamoorthy & Co., Chartered Accountants, as Statutory Auditors of the Company

COST AUDIT

In exercise of the powers conferred by sub-section (1) of Section 233B of the Companies Act, 1956, the Central Government has directed that an audit of the cost accounts of the company relating to tea & other products be conducted for the financial year ended March 31, 2010 by a Cost Accountant. Accordingly, the Board has, with the previous approval of the Central Government, appointed M/s. S. Mahadevan & Co., Cost Accountants to conduct cost audit of the company for the financial year ended March 31, 2010.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of provisions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement (s) with the Stock Exchanges(s) form part of this report.

The Executive Director of the Company has certified to the Board on the financial statements and other matters in accordance with Clause 49 (V) of the Listing Agreement pertaining to CEO certification for the financial year ended 31st March 2010.

INDUSTRIAL RELATIONS

The relation between management and labour was cordial during the year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges is given as a separate statement forming part of this Annual Report.

ACKNOWLEDGEMENTS

The Board wish to convey their appreciation of the contribution made by the employees at all levels for the record performance of the company during the year.

The Board would like to thank all the shareholders, customers, vendors, financial institutions, banks and depositors for their continued support.





For and on behalf of the Board

Coimbatore, L.N. Bangur

April 29, 2010. Chairman

 
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