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Directors Report of Rossell India Ltd.

Mar 31, 2017

For the year ended 31st March, 2017

Dear 9Members,

Your Directors have pleasure in presenting their Twenty Third Annual Report together with the Audited Accounts for the year ended 31st March, 2017.

FINANCIAL SUMMARY HIGHLIGHTS

Rs. in Lakhs

Particulars

Year ended

31st March 2017

Year ended

31st March 2016

Profit before finance cost and Depreciation

801.90

2,850.11

Less : Finance Cost

661.78

691.48

Profit before Depreciation

140.12

2,158.63

Less : Depreciation

886.17

953.01

Profit/(Loss) before Exceptional Items

(746.05)

1,205.62

Exceptional Items

-

-

Profit/(Loss) before Taxation

(746.05)

1,205.62

Less : Provision for current Taxation

Current year

-

300.00

Earlier Years

-

100.00

Deferred Taxation adjustment

191.00

(151.84)

Profit/(Loss) After Taxation

(555.05)

957.46

Add : Balance brought forward

486.99

450.36

Transfer from General Reserve

156.39

-

Profit available for appropriation

88.33

1,407.82

Appropriated as under :

General Reserve

-

700.00

Dividend on Equity Shares

Interim Dividend (2016- 25%)

-

183.48

Final Dividend Proposed (2017- 10%)

73.39

-

Tax on Dividend

14.94

37.35

Balance carried forward

-

486.99

88.33

1,407.82

SHARE CAPITAL

During the year under review:

a. No Equity shares have been issued with differential voting rights. Hence, no disclosure is required in terms of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014.

b. No issue of Sweat Equity Share has been made. Hence, no disclosure is required in terms of Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

c. There was no issue of Employee Stock Option. Hence, no disclosure is required in terms of Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

d. There was no provision made by the Company for any money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence, no disclosure is required in terms of Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014.

e. The issued, subscribed and paid up share capital of the Company as on 1st April, 2016 at Rs. 733.93 lakh divided into 3, 66, 96,475 of Rs. 2 each remained unchanged as on 31st March, 2017.

APPROPRIATION OF PROFIT AFTER TAX FOR TRANSFER TO RESERVES

As per Audited Accounts of the Company, profit after tax has resulted in a loss. In view of this, no amount is available for appropriation for the Financial Year 2016-2017 for transfer to Reserves.

However, considering the loss for the year as a temporary phenomenon for the Company, your Directors considered it appropriate to declare dividend out of past profits transferred to General Reserve. Accordingly an amount of Rs. 156.39 lakhs has been retrieved from General Reserve for payment of dividend as per second proviso to Section 123 (1) of the Companies Act, 2013 ("the Act") read with Rule 3 of the Companies (Declaration and Payment of Dividend) Rules, 2014.

DIVIDEND

Your Directors are pleased to recommend to the Members, for their approval, a dividend of Rs. 0.20 per Equity Share of Rs. 2 each in the Company for the year ended 31st March, 2017.

THE STATE OF COMPANY''S AFFAIRS REVENUE

The gross revenue from operations of your Company including sale of Tea, avionics equipment, receipts from technical and support services and sale of food and beverages by Kebab Xpress together with other income were slightly higher at Rs. 16,682.25 lakhs for the year under review as against Rs. 16,636.67 lakhs in the previous year.

PERFORMANCE Rossell Tea

The Directors'' view with satisfaction the performance of Rossell Tea Division for the financial year 2016-17. Despite it being a difficult year in more ways than one, the Division continued to reinforce its USP of a quality product through the year. We continued to produce benchmark teas as we have done all these years.

The financial year 2016-17 began on the back of excellent winter rains in 2015 into early 2016. In April, at the start of the fiscal

2016-17, very wet and dull conditions were experienced, especially in upper Assam. This led to severe pest attacks and onset of fusarium, an airborne fungus, leading to crop losses and damage to large tea-bearing areas. This had a major impact on land productivity in terms of lower crops on Estates pushing up the cost of production.

The start of the season initially saw very large offerings of CTC teas carried over from the financial year 2015-16, due to a very high levels of production in March 2016. On arrival in the marketplace, CTC prices were pushed down to levels not seen for many years. The depressed prices continued through the season, especially for quality CTCs. Change in the buying pattern of major packeteers was also responsible for this. Ironically, the medium CTC continued to rule firm at their earlier levels.

Due to low CTC prices, producers moved to leverage this by increasing Orthodox capacities. The Orthodox came into a firm market except that levels for top quality whole leaf were lower. Medium Orthodox continued to rule firm.

Our Orthodox average for the period under review is Rs. 235.39 and the Assam district average of Rs. 212.80. For the CTC category also for the same reasons, our prices this year were Rs. 187.00 per kg, whilst overall Assam CTC average was Rs. 142.57. Close to 18% or more Orthodox was produced in Assam during 2016. In both categories, Orthodox and CTC, our averages were significantly higher than Assam averages.

On the export front, the challenges continued to be present. In Iran, LCs were taking longer than usual and payments were taking even longer. This caused producer-exporters to divert exportable teas to the auction system, which turned out to be beneficial. Your Company exported a total of 0.89 million kgs. We are optimistic that in the financial year 2017-18, we should be able to export 1.50 million kgs. or near thereto.

Our selling policies remained as before with our produce of quality CTC and Orthodox teas. With the market for CTC teas being weak, we maximized production of the Orthodox category and despite overall lower production in 2016-17; we produced 3.18 million kgs of Orthodox against 2.52 million kgs in the previous year.

Thus, prudent production mix allowed us to realize the best possible value for our teas. Our policy of prudent cost management, despite rising wages and burgeoning cost of production, helped us to realize the best possible margins under adverse conditions.

The Company continued with its programmed upgrades of its field assets and all programmes for uprooting and replanting were met in totality. The Company''s capital expenditure programme was also completed on schedule. Rossell continued to focus on its programmes and investments in the area of workers'' housing and hygiene. Irrigation is always a focus area and we are pleased to report that all Estates are now adequately equipped with Irrigation infrastructure. Modernization of factories remains our priorities as usual.

Aviation Products and Services

Aerotech Services Division continues to provide techno-logistic support under 4 different long term contracts. The work requirement continues to be the same of providing support services to the global Original Equipment Manufacturers (OEMs) for its equipment fitted on various Indian platforms. The support services are provided to IAF, Indian Navy, Indian Army and Hindustan Aeronautics Ltd. as and when they require. The Field Service Engineers (FSEs) strive to achieve the highest standards in knowledge and work execution.

In the Financial year 2016-2017, Rossell Techsys has grown by over 100% in its export business. It has also strengthened its'' order book with a total potential of close to USD 100 Million to be executed over the next five to seven years. It has achieved significant credibility and reputation in the Aerospace business. It has the distinction of being nominated in three consecutive years, 2014, 2015 and 2016, as the ''Boeing Supplier of the year''. It won this award for the year 2015. Further, it is also the recipient of the "Boeing Performance Excellence Award" two years in a row, the Gold category in 2015 and Silver category in 2016. The Division was also the recipient of the "Excellence in Aerospace Indigenization Award" instituted by SIATI (Society for Indian Aerospace and Technologies Industries) for the projects executed for the Indian Air force, resulting in significant foreign exchange savings for the country. The Division continues to maintain very high customer ratings on quality and delivery and maintains AS: 9100, ISO: 9001, ISO: 27 0 01 and BS: 18001 (OHSAS) certifications. It has also embarked on getting ISO 31000 compliance, another first to its credit. The Division operates out of two buildings in the same vicinity in the total area aggregating to 87,000 Sq. ft.

Rossell Hospitality

During the year under review, Kebab Xpress added three outlets, one each in Noida, South Delhi and North Delhi taking the total count to 13 outlets with revenues enhancement of 15% from Rs. 1,150.85 lakhs in the preceding financial year to Rs. 1,325.02 lakhs in the current financial year. Energies were engaged to consolidate the business across outlets and focused approach towards delivery is yielding encouraging trends.

PROSPECTS

Rossell Tea

Major producers, Sri Lanka and Kenya have had a very poor start to their 2017 season. Till March, Sri Lanka was 3.90 million kgs behind the previous year. Kenya too has built up a deficit of 49.50 million kgs over 2016. The Indian tea belt in Assam, where all our Estates are located has had a steady start to the season, where crops have been stable and prices too are superior to 2016 so far. Overall fundamentals are strong.

As it appears, prices tend to settle down after the first flush in May, going into the second flush. As far as the market is concerned as of now, we expect prices to be stable. There is one discerning factor, last year for the first time, top quality teas CTC and Orthodox actually showed a decline in their value in the market place, while medium teas appreciated within their price bands. This year we expect a reversal of this trend with prices for quality teas being higher.

Exports have always been a critical area of performance and we have a fair idea of quality and quantity trends in the sophisticated continental markets. In Iran, a more robust trading platform for Indo-Iranian trade needs to be set in place. The threat of US sanction against Iran continues to be a dampener. However, with a new government in place in Iran, we expect a smoother year of trade.

Finally, we have indications from arrivals at the auction centers, that Orthodox production out of Assam is likely to be significantly higher than last year, indicating year on year increase in this category for 3 years in succession. Thus, there are all the more reasons that tea trade between India and Iran has to be smooth.

Aviation Products and Services

Aerotech Services Division expects a new long term contract to be finalized in the next few months. The Division has achieved all the laid down milestones. Foreign OEMs continue to appreciate the work done by FSEs in completing complex tasks to the satisfaction of the customer.

Rossell Techsys Division expect to witness significant increase in revenue in the financial year 2017-18 through financial years 2021-22 not only on account of various strategic agreements signed with its existing customers and also increased traction with new customers in the domain. The Division has also won its first contract in the build to print of electrical panel assemblies that is expected to fuel in-house competency growth in small sheet metal and precision machining.

Rossell Hospitality

The Division has appointed Ernst and Young (EY) to conduct a detailed study on the format including competition analysis and draw out a map for revenue enhancement starting June, 2017 across all outlets. They shall also be looking at critical cost parameters and processes.

All the outlets are on a cusp of delivering significant revenue enhancement in view of critical changes like increase in portion sizes, new Kebab Xpress look, introduction of new products, renewed Menu presentation, price revision of core products, bundling food items and customer loyalty programme.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in any business and all the Divisions of the Company continue to concentrate on their own business with growth plans in short to medium terms.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following persons continued as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Act :

a) Mr. H. M. Gupta - Chief Executive Officer (CEO)

b) Mr. C.S. Bedi - Managing Director, and

c) Mr. N. K. Khurana - Chief Financial Officer-cum- Company Secretary

However, at the Board Meeting held on 25th May, 2017, Mr. C. S. Bedi, Managing Director sought retirement from his office with effect from 1st September, 2017, for personal reasons. Accordingly, Mr. Bedi has given the Notice of 3 Months'' to the Company, to be made effective from 1st June, 2017 as per terms of service. This Notice was duly accepted and taken on record by the Board of Directors.

At the same Meeting, upon the recommendation of the Nomination and Remuneration Committee, the Board decided to elevate Mr. N. K. Khurana, Chief Financial Officer-cum-Company Secretary, to the Board with effect from 1st September, 2017 with the designation, Director (Finance) and Company Secretary, subject to the approval from the Members of the Company in the General Meeting. A Notice has also been received under Section 160 (1) of the Act along with the requisite deposit, from one of the Members of the Company signifying their intention to propose the appointment of Mr. N. K. Khurana as a Director of the Company. Accordingly, appointment of Mr. N. K. Khurana as a Director and Whole time Director has been included as Special Business in the Notice calling the forthcoming Annual General Meeting of the Company.

Remuneration and other details of the Key Managerial Personnel for the Financial Year ended 31st March, 2017 are mentioned in the Extracts of the Annual Return in Form MGT-9 which is enclosed as Annexure - 3 and forms part of this Report.

INDEPENDENT DIRECTOR''S DECLARATION

The Declarations required under Section 149(7) of the Act from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, was duly received by the Company.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Act and as stipulated under Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) read with schedule II thereof. A separate report on Corporate Governance in terms of Regulation 34(3) read with Clause C of Schedule V of the SEBI Listing Regulations along with certificate from the Practicing Company Secretary confirming the compliance, is annexed as Annexure-1 and forms part of this Report.

DETAILS OF BOARD MEETINGS

The Board of Directors met 7 (Seven) times during the financial year 2016-2017 on various dates as given here-in-below:

Sl No.

Date of the meeting

No. of Directors attended the meeting

1.

1st April, 2016

7

2.

30th May, 2016

7

3.

3rd August, 2016

7

4.

19th September, 2016

7

5.

11th November, 2016

7

6.

31st January, 2017

7

7.

29th March, 2017

7

Further details on Board of Directors are provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD a. Audit Committee

The Board has constituted the Audit Committee which comprises of the following Directors:

Sl. No.

Name

Category of Director

Chairman/ Members

1.

Dr. S. S. Baijal

Non-Executive-Independent

Chairman

2.

Mr. H. M. Parekh

Non-Executive-Independent

Member

3.

Mr. V. P. Agarwal

Non-Executive-Independent

Member

4.

Ms.Nayantara Palchoudhuri

Non-Executive Non-Independent

Member

During the year under review, the Board accepted all the recommendations made by the Audit Committee.

Further details of Audit Committee related to dates of Meeting held during the year, attendance of Directors etc. are given separately in the attached Corporate Governance Report. b. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Board has been constituted by the following Directors:

Sl. No.

Name

Category of Director

Chairman/ Members

1.

Mr. H. M. Parekh

Non-Executive-Independent

Chairman

2.

Dr. S.S. Baijal

Non-Executive-Independent

Member

3.

Mr. V. P Agarwal

Non-Executive-Independent

Member

Further details of Nomination and Remuneration Committee related to dates of Meeting held during the year, attendance of Directors etc. are given separately in the attached Corporate Governance Report. c. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of the Board has been constituted by the following Directors:

Sl. No.

Name

Chairman/ Members

1.

Dr. S. S. Baijal

Chairman

2.

Mr. V. P Agarwal

Member

3.

Mr. C. S. Bedi

Member

Further details of Corporate Social Responsibility Committee related to dates of Meeting held during the year, attendance of Directors etc. are given separately in the attached Corporate Governance Report.

The Committee had framed the CSR Policy and the same was approved by the Board at its Meeting held on 6th August, 2014. The CSR Policy is available on Company''s website at www.rossellindia.com. of Section 135 (5) of the Act read with the Company''s CSR Policy. The amount The CSR budget for the financial year 2016-2017 was prepared in accordance with the provisions so budgeted was fully spent on or before 31st March, 2017, the detailed report on CSR Activities/ Initiatives is enclosed as Annexure-2 which forms part of this Report.

d. Stakeholders'' Relationship Committee

The Stakeholders Relationship Committee of the Board has been constituted by the following Directors:

Sl. No.

Name

Chairman/ Members

1.

Mr. H. M. Parekh

Chairman

2.

Mr. V. P Agarwal

Member

3.

Mr. C. S. Bedi

Member

Further details of Stakeholders Relationship Committee related to dates of Meeting held during the year, attendance of Directors etc. are given separately in the attached Corporate Governance Report.

e. Risk Management Committee

Your Board has voluntarily constituted the Risk Management Committee in the manner prescribed in Regulation 21 of the SEBI Listing Regulations consisting of the following Directors:

Sl. No.

Name

Chairman/ Members

1.

Mr. H. M. Parekh

Chairman

2.

Ms. Nayantara Palchoudhuri

Member

3.

Mr. C. S. Bedi

Member

Further details of Risk Management Committee related to dates of Meeting held during the year, attendance of Directors etc. are given separately in the attached Corporate Governance Report.

ANNUAL PERFORMANCE EVALUATION

In terms of the relevant provisions of the Act and SEBI Listing Regulations, the Board had carried out an annual evaluation of its own performance and that of its Committees as well as individual Directors.

A structured questionnaire was prepared in terms of the criteria specified by SEBI vide its Circular No. SEBI/HO/CFD/CMD/ CIR/P/2017/004 dated 5th January, 2017. The Questionnaire for the Evaluation of the Board as a whole, the Questionnaire for the Evaluation of the Committees of the Board and the Questionnaire for the Evaluation of Individual Director were circulated to all the Directors and feedback obtained. After taking into consideration different views expressed by the Directors, covering various aspects of the Board''s functioning such as adequacy of the Board''s composition and structure, Board''s culture, execution and performance of specific duties, obligations and governance, effectiveness of Board processes etc., the evaluation of the Board was conducted.

The performance of the Committees was evaluated by the Board based on the aforesaid Questionnaire, seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee Meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria as mentioned above. In addition, the Executive Chairman was also evaluated on the key aspects of his role.

The Independent Directors also carried out the Performance Evaluation in terms of Clause VII (3) of Schedule IV to the Act read with Regulation 25(3) of the SEBI Listing Regulations at their separate Meeting held on 31st January, 2017.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return is given as Annexure- 3.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Act read with Regulation 22 of the SEBI Listing Regulations, your Company has duly established Vigil Mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conducts or ethics Policy. The Audit Committee of the Board monitors and oversee the vigil mechanism.

The detailed Policy related to this vigil mechanism is available in the Company''s website at www.rossellindia.com.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibilities for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Act and confirm that:

(a) In the preparation of the Annual Accounts for Financial Year ended 31st March, 2017, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the Financial Year ended 31st March, 2017, and of the Profit and Loss of the Company for that period;

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

(d) The Directors had prepared the Annual Accounts on a going concern basis;

(e) the Directors, had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

In terms of Section 139(2) of the Act, M/s. S. S. Kothari & Co., Chartered Accountants, existing Statutory Auditors of the Company have completed their tenure of two terms of five consecutive years at the commencement of the Act on 1st April, 2014 and an additional period of 3 years as stipulated under third proviso of Section 139(2) read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014. Accordingly, they will vacate the office at the conclusion of the forthcoming Annual General Meeting.

In view of above, the Company is proposing to appoint M/s. Khandelwal Ray & Co. Chartered Accountants, Kolkata (Firm Regn. No. 302035E) as the Statutory Auditors for a period of 5 years commencing from the conclusion of the 23rd Annual General Meeting till the conclusion of the 28th Annual General Meeting. M/s. Khandelwal Ray & Co. have given their consent to the said appointment and confirmed that their appointment, if made, would be within the limits mentioned under Section 141(3) (g) of the Act.

The Audit Committee and the Board recommend the appointment of M/s. Khandelwal Ray & Co. Chartered Accountants, as Statutory Auditors of the Company for a period of 5 years commencing from the conclusion of the 23rd Annual General Meeting till the conclusion of the 28th Annual General Meeting.

The Board places on record its appreciation for the contribution of M/s. S. S. Kothari & Co., Chartered Accountants during their tenure as the Statutory Auditors of your Company.

The report of the Statutory Auditors during the year under review does not contain any qualification, reservation or adverse remark or disclaimer, which requires any further comments or explanations in this report. The Notes to the Financial Statements are also self-explanatory and do not call for any further comments.

COST AUDIT

Pursuant to Section 148 of the Act read with Rule 4 of the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is required to have the audit of its cost accounting records relating to products manufactured by Rossell Tea Division and Rossell Techsys Division. M/s. Shome & Banerjee, Cost Accountants, conducted this audit for the previous Financial Year ended 31st March, 2016 and submitted their report to the Central Government on 2nd September, 2016.

In terms of Section 148(3) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company has, on the recommendation of the Audit Committee, re-appointed M/s. Shome & Banerjee, Cost Accountants as the Cost Auditor of the Company for the Financial Year 2017-2018.

Their remuneration is required to be ratified by the Members in the ensuing Annual General Meeting.

SECRETARIAL AUDIT

In terms of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. A.K. Labh & Co., Practicing Company Secretaries as the Secretarial Auditors of the Company for the Financial Year 2016-2017. The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-4 to this report.

The report confirms that the Company had complied with the statutory provisions listed under Form MR-3 and the Company also has proper Board Processes and Compliance Mechanism. The Report does not contain any qualification, reservation or adverse remark or disclaimer, which requires any further comments or explanations in this report.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions are entered on arm''s length basis and are in compliance with the applicable provisions of the Act and SEBI Listing Regulations. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. All Related Party Transactions are presented to the Audit Committee and the Board, if required for approval. Omnibus Approval is obtained for the transactions, which are foreseen and repetitive in nature. Policy on Related Party Transactions, as approved by the Board is uploaded on the Company''s website at the web link: http://www.rossellindia.com/financialresult/Policy%20on%20Related%20 Party%20Transactions.pdf.

Necessary disclosure of Related Party Transactions in terms of Clause (h) of sub-section (3) of Section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is given in Form AOC-2 as Annexure-5 to this Report.

LOANS, GUARANTEES OR INVESTMENTS

Your Company has not provided any Guarantee for any party. During the year under review, neither any inter-corporate loan was granted by the Company, nor any investment made, in terms of the provisions of Section 186 of the Act. Particulars of existing Investments made by the Company, as required to be disclosed in terms of Section 134 (1) (g) of the Act is given in the accompanying Financial Statement (Note No. L).

STATEMENTS OF SUBSIDIARIES / JOINT VENTURES

The wholly owned subsidiary, CAE Rossell India Limited, did not carry out any activity during the year under review. Your Company has a Joint Venture entity named RV Enterprises Pte. Ltd., Singapore in which Company holds 26% Equity Share.

Accompanying Consolidated Financial Statement contains details financials of the Subsidiary / Joint Venture.

RISK MANAGEMENT POLICY

Your Company''s business faces various risks - strategic as well as operational in respect of all its Divisions. The Company has an adequate risk management system, which takes care of identification, assessment and review of risks as well as their mitigation plans put in place by the respective risk owners. The risks which were being addressed by the Company during the year under review included risks relating to market conditions, environmental, information technology etc. The Company has developed and implemented the Risk Management Policy with an objective to provide a more structured framework for proactive management of all risks related to the business of the Company and to make it more certain that growth and earnings targets as well as strategic objectives are met.

The major risks and concerns being faced by various business segments of the Company are discussed in report on Management Discussion and Analysis, forming part of this Report.

Your Company has constituted Risk Management Committee of the Board in the manner stated in Regulation 21 of the SEBI Listing Regulations. The Risk Management Committee reviews the risk assessment and minimization procedure in the light of the Risk Management Policy of the Company.

In the opinion of the Board, there is no such element of risk which may threaten the present existence of the Company. REMUNERATION POLICY

The Company follows a policy on Remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. Further details on the same have been given in the Report on Corporate Governance, which forms part of this Report.

The required disclosure under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure- 6 to this Report.

HUMAN RESOURCES

Your Company treats its "human resources" as one of the most important assets. The Management of the Company lays continuous focus on human resources, who are trained and updated on various issues from time to time to attain the required standards. The correct recruitment practices are in place to attract the best technical manpower to ensure that the Company maintains its competitive position with respect to execution. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.

Industrial relations at all the units remain satisfactory, your Company employed 6,278 personnel on its roll as on 31st March, 2017.

For the year under review, the particulars of the Executive Chairman, who was in receipt of remuneration, which in the aggregate was not less than rupees one crore two lakh and employed throughout the financial year is given in Annexure- 7 to this Report. There was no other employee in this category. Thus, particulars of other top 9 employees are not required to be disclosed.

The Company did not have any employee on its payroll, who:

a. if employed for a part of the Financial Year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Eight Lakh Fifty Thousand rupees per month;

b. if employed throughout the Financial Year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-Time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the Equity Shares of the Company.

The total remuneration drawn by the Managing Directors and Key Managerial Personnel forms part of Extracts from the Annual Return in Form MGT-9. Mr. H. M. Gupta, Executive Chairman in his capacity as the Chairman and Managing Director of BMG Enterprises Ltd., the Holding Company drew a remuneration of Rs. 6.00 lakhs as consolidated salary pursuant to Section 197 (14) of the Act.

AWARDS AND RECOGNITION

Your Directors are pleased to advise that during the year under review, Rossell Techsys Division of the Company received the following awards:

> Emerging Company of the Year 2017 by the International Aerospace Magazine (SAP Media).

> Excellence in Aerospace Indigenization - 2016 by SIATI (Society for Indian Aerospace Technologies and Industries)

> Boeing Performance Excellence Award (BPEA)-2016 - Silver Category.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

INTERNAL FINANCIAL CONTROLS

Your Company has adequate Internal Financial Control System at all levels of Management and they are reviewed from time to time. The Internal Audit is carried out in house as well as by firms of Chartered Accountants for all the Divisions of the Company. The Audit Committee of the Board looks into Auditor''s review, which is deliberated upon and corrective action taken, wherever required.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In compliance with the provisions of Section 124 (5) of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016, the following amounts were transferred to Investor Education and Protection Fund of the Central Government during 2016-2017:

a) A sum of Rs. 1,22,881 being the dividend lying unclaimed out of the dividend declared by the Company for the Financial Year 2008-2009 were transferred to the IEPF on 3rd September, 2016.

b) A sum of Rs. 64,384 being the dividend lying unclaimed out of the interim dividend declared by the Company for the Financial Year 2009-2010 were transferred to IEPF on 15th December, 2016.

Equity Shares corresponding to the dividend unclaimed for seven consecutive years will also be transferred to the IEPF Suspense Account in terms of Section 124 and 125 of the Act read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. Further details in this respect are given separately in the attached Corporate Governance Report marked as Annexure-1 of this Report.

DEPOSITS

Your Company has not accepted any deposits from public in terms of provisions contained in Chapter V of the Act, or in terms of corresponding provisions of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

A Report on the Management Discussion and Analysis concerning all the business segments of the Company is given as Annexure-8 to this Report.

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

(a) Conservation of energy

(i)

the steps taken or conservation of energy

impact on

Machinery up-gradation and replacement of low performing equipment is an ongoing process at the Tea factories of Rossell Tea Division, with a view to conserve

Fuel, Electrical Energy and other resources. Initiatives undertaken during the

Financial Year 2016-17 are as follows;

a)

Replacement of old and obsolete Diesel Generators of 365 KVA and 160 KVA respectively has been done with higher capacity sets. The new sets have the ability of better capacity utilization and improved units per Liter of fuel.

b)

Replacement of old inefficient Axial Flow Fans attached to Energy Efficient Motors for higher volumes of air availability with reduced energy consumption has been done at one of the factories. This would be taken up in other factories in phases.

c)

Installation of improved Irrigation facility with underground piping and voltage regulators for full utilization of the sprinklers for greater coverage of command area.

d)

Installation of wind propelled ventilators on factory roof which helps in maintaining the quality of produce and also provide better working environment inside the factory.

e) Installation of improved gas burners for Dryers at 2 factories which has the ability to operate at low pressures keeping constant temperature with inbuilt safety of operation.

f) Installation of static Power Capacitors to improve the Plant Power Factor thereby reduce losses incurred in the State Board Power Supply.

Rossell Hospitality Division has taken the following initiatives since the last few

years:

a) Great deal of focus on OEE (Overall Equipment Efficiency) to optimize productivity.

b) Driving sustainable development programme for water and power.

c) Replaced conventional lighting with LED lights which are not only brighter but also save energy and are Eco friendly.

d) Waste water from RO is saved and stored for flushing and cleaning.

(ii)

the steps taken by the Company for utilizing alternate sources of energy

Rossell Tea Division has arranged for alternate source of energy provision for withering and drying of teas by supply of Natural Gas at one of the Factories. This would replace the use of solid fuel thereby reduction of cost.

Study of the possibility of using Solar power at two Estates of Rossell Tea Division continues.

Rossell Techsys Division is constrained to adopt alternative source of energy, as it is currently operating from leased premises in Bangalore. The owners of the premises are not motivated enough to invest in these alternative sources of energy.

(iii)

the capital investment on energy conservation equipments

All the equipment and machinery are being acquired with energy conservation in view. Hence the extent of investment cannot be separately quantified. However, the capital investment during the year under review on acquisition of energy conservation equipment in particular was Rs. 79.78 Lakhs in Rossell Tea.

(b) Technology absorption

(i)

the efforts made towards technology absorption

In-house seminars, discussions with experts and training programme were held for innovative ideas of production and to update the staff. The concerned staff members are also sponsored to attain various seminars and workshops for updating themselves in various technological advancements concerning the functioning of the Company.

(ii)

the benefits derived like product improvement, cost reduction, product development or import substitution

There has been an overall improvement in quality of product and labour productivity, which results in economy in cost.

(iii)

in case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year)-

Not Applicable

(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

(iv)

the expenditure incurred on Research and Development

The Company is a Member of Tea Research Association, Kolkata, which is registered under Sec. 35 (1) (ii) of the Income tax Act, 1961. A contribution of Rs. 14.59 lakhs during the year towards subscription by Rossell Tea Division.

All the Research and Development work done in Rossell Techsys Division is customer specific and for their exclusive purpose. Thus the cost thereof is absorbed by the respective project cost and not required to be accumulated separately.

(c) Foreign Exchange Earnings and Outgo

During the year, the total foreign exchange used was Rs. 104.15 lakhs on account of various expenses and Rs. 2,619.99 lakhs for imports of raw materials, stores as well as capital goods. The total foreign exchange earned was Rs. 6,409.17 lakhs (Note No. 10 to the Financial Statements)

MATERIAL CHANGES AND COMMITMENTS

You Directors confirm that there are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the Financial Year of the Company and the date of this Report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the business associates, shareholders and other stakeholders of the Company for their continued support.

For the year ended 31st March, 2017

Dear 9Members,

Your Directors have pleasure in presenting their Twenty Third Annual Report together with the Audited Accounts for the year ended 31st March, 2017.

FINANCIAL SUMMARY HIGHLIGHTS

Rs. in Lakhs

Particulars

Year ended

31st March 2017

Year ended

31st March 2016

Profit before finance cost and Depreciation

801.90

2,850.11

Less : Finance Cost

661.78

691.48

Profit before Depreciation

140.12

2,158.63

Less : Depreciation

886.17

953.01

Profit/(Loss) before Exceptional Items

(746.05)

1,205.62

Exceptional Items

-

-

Profit/(Loss) before Taxation

(746.05)

1,205.62

Less : Provision for current Taxation

Current year

-

300.00

Earlier Years

-

100.00

Deferred Taxation adjustment

191.00

(151.84)

Profit/(Loss) After Taxation

(555.05)

957.46

Add : Balance brought forward

486.99

450.36

Transfer from General Reserve

156.39

-

Profit available for appropriation

88.33

1,407.82

Appropriated as under :

General Reserve

-

700.00

Dividend on Equity Shares

Interim Dividend (2016- 25%)

-

183.48

Final Dividend Proposed (2017- 10%)

73.39

-

Tax on Dividend

14.94

37.35

Balance carried forward

-

486.99

88.33

1,407.82

SHARE CAPITAL

During the year under review:

a. No Equity shares have been issued with differential voting rights. Hence, no disclosure is required in terms of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014.

b. No issue of Sweat Equity Share has been made. Hence, no disclosure is required in terms of Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

c. There was no issue of Employee Stock Option. Hence, no disclosure is required in terms of Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

d. There was no provision made by the Company for any money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence, no disclosure is required in terms of Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014.

e. The issued, subscribed and paid up share capital of the Company as on 1st April, 2016 at Rs. 733.93 lakh divided into 3, 66, 96,475 of Rs. 2 each remained unchanged as on 31st March, 2017.

APPROPRIATION OF PROFIT AFTER TAX FOR TRANSFER TO RESERVES

As per Audited Accounts of the Company, profit after tax has resulted in a loss. In view of this, no amount is available for appropriation for the Financial Year 2016-2017 for transfer to Reserves.

However, considering the loss for the year as a temporary phenomenon for the Company, your Directors considered it appropriate to declare dividend out of past profits transferred to General Reserve. Accordingly an amount of Rs. 156.39 lakhs has been retrieved from General Reserve for payment of dividend as per second proviso to Section 123 (1) of the Companies Act, 2013 ("the Act") read with Rule 3 of the Companies (Declaration and Payment of Dividend) Rules, 2014.

DIVIDEND

Your Directors are pleased to recommend to the Members, for their approval, a dividend of Rs. 0.20 per Equity Share of Rs. 2 each in the Company for the year ended 31st March, 2017.

THE STATE OF COMPANY''S AFFAIRS REVENUE

The gross revenue from operations of your Company including sale of Tea, avionics equipment, receipts from technical and support services and sale of food and beverages by Kebab Xpress together with other income were slightly higher at Rs. 16,682.25 lakhs for the year under review as against Rs. 16,636.67 lakhs in the previous year.

PERFORMANCE Rossell Tea

The Directors'' view with satisfaction the performance of Rossell Tea Division for the financial year 2016-17. Despite it being a difficult year in more ways than one, the Division continued to reinforce its USP of a quality product through the year. We continued to produce benchmark teas as we have done all these years.

The financial year 2016-17 began on the back of excellent winter rains in 2015 into early 2016. In April, at the start of the fiscal

2016-17, very wet and dull conditions were experienced, especially in upper Assam. This led to severe pest attacks and onset of fusarium, an airborne fungus, leading to crop losses and damage to large tea-bearing areas. This had a major impact on land productivity in terms of lower crops on Estates pushing up the cost of production.

The start of the season initially saw very large offerings of CTC teas carried over from the financial year 2015-16, due to a very high levels of production in March 2016. On arrival in the marketplace, CTC prices were pushed down to levels not seen for many years. The depressed prices continued through the season, especially for quality CTCs. Change in the buying pattern of major packeteers was also responsible for this. Ironically, the medium CTC continued to rule firm at their earlier levels.

Due to low CTC prices, producers moved to leverage this by increasing Orthodox capacities. The Orthodox came into a firm market except that levels for top quality whole leaf were lower. Medium Orthodox continued to rule firm.

Our Orthodox average for the period under review is Rs. 235.39 and the Assam district average of Rs. 212.80. For the CTC category also for the same reasons, our prices this year were Rs. 187.00 per kg, whilst overall Assam CTC average was Rs. 142.57. Close to 18% or more Orthodox was produced in Assam during 2016. In both categories, Orthodox and CTC, our averages were significantly higher than Assam averages.

On the export front, the challenges continued to be present. In Iran, LCs were taking longer than usual and payments were taking even longer. This caused producer-exporters to divert exportable teas to the auction system, which turned out to be beneficial. Your Company exported a total of 0.89 million kgs. We are optimistic that in the financial year 2017-18, we should be able to export 1.50 million kgs. or near thereto.

Our selling policies remained as before with our produce of quality CTC and Orthodox teas. With the market for CTC teas being weak, we maximized production of the Orthodox category and despite overall lower production in 2016-17; we produced 3.18 million kgs of Orthodox against 2.52 million kgs in the previous year.

Thus, prudent production mix allowed us to realize the best possible value for our teas. Our policy of prudent cost management, despite rising wages and burgeoning cost of production, helped us to realize the best possible margins under adverse conditions.

The Company continued with its programmed upgrades of its field assets and all programmes for uprooting and replanting were met in totality. The Company''s capital expenditure programme was also completed on schedule. Rossell continued to focus on its programmes and investments in the area of workers'' housing and hygiene. Irrigation is always a focus area and we are pleased to report that all Estates are now adequately equipped with Irrigation infrastructure. Modernization of factories remains our priorities as usual.

Aviation Products and Services

Aerotech Services Division continues to provide techno-logistic support under 4 different long term contracts. The work requirement continues to be the same of providing support services to the global Original Equipment Manufacturers (OEMs) for its equipment fitted on various Indian platforms. The support services are provided to IAF, Indian Navy, Indian Army and Hindustan Aeronautics Ltd. as and when they require. The Field Service Engineers (FSEs) strive to achieve the highest standards in knowledge and work execution.

In the Financial year 2016-2017, Rossell Techsys has grown by over 100% in its export business. It has also strengthened its'' order book with a total potential of close to USD 100 Million to be executed over the next five to seven years. It has achieved significant credibility and reputation in the Aerospace business. It has the distinction of being nominated in three consecutive years, 2014, 2015 and 2016, as the ''Boeing Supplier of the year''. It won this award for the year 2015. Further, it is also the recipient of the "Boeing Performance Excellence Award" two years in a row, the Gold category in 2015 and Silver category in 2016. The Division was also the recipient of the "Excellence in Aerospace Indigenization Award" instituted by SIATI (Society for Indian Aerospace and Technologies Industries) for the projects executed for the Indian Air force, resulting in significant foreign exchange savings for the country. The Division continues to maintain very high customer ratings on quality and delivery and maintains AS: 9100, ISO: 9001, ISO: 27 0 01 and BS: 18001 (OHSAS) certifications. It has also embarked on getting ISO 31000 compliance, another first to its credit. The Division operates out of two buildings in the same vicinity in the total area aggregating to 87,000 Sq. ft.

Rossell Hospitality

During the year under review, Kebab Xpress added three outlets, one each in Noida, South Delhi and North Delhi taking the total count to 13 outlets with revenues enhancement of 15% from Rs. 1,150.85 lakhs in the preceding financial year to Rs. 1,325.02 lakhs in the current financial year. Energies were engaged to consolidate the business across outlets and focused approach towards delivery is yielding encouraging trends.

PROSPECTS

Rossell Tea

Major producers, Sri Lanka and Kenya have had a very poor start to their 2017 season. Till March, Sri Lanka was 3.90 million kgs behind the previous year. Kenya too has built up a deficit of 49.50 million kgs over 2016. The Indian tea belt in Assam, where all our Estates are located has had a steady start to the season, where crops have been stable and prices too are superior to 2016 so far. Overall fundamentals are strong.

As it appears, prices tend to settle down after the first flush in May, going into the second flush. As far as the market is concerned as of now, we expect prices to be stable. There is one discerning factor, last year for the first time, top quality teas CTC and Orthodox actually showed a decline in their value in the market place, while medium teas appreciated within their price bands. This year we expect a reversal of this trend with prices for quality teas being higher.

Exports have always been a critical area of performance and we have a fair idea of quality and quantity trends in the sophisticated continental markets. In Iran, a more robust trading platform for Indo-Iranian trade needs to be set in place. The threat of US sanction against Iran continues to be a dampener. However, with a new government in place in Iran, we expect a smoother year of trade.

Finally, we have indications from arrivals at the auction centers, that Orthodox production out of Assam is likely to be significantly higher than last year, indicating year on year increase in this category for 3 years in succession. Thus, there are all the more reasons that tea trade between India and Iran has to be smooth.

Aviation Products and Services

Aerotech Services Division expects a new long term contract to be finalized in the next few months. The Division has achieved all the laid down milestones. Foreign OEMs continue to appreciate the work done by FSEs in completing complex tasks to the satisfaction of the customer.

Rossell Techsys Division expect to witness significant increase in revenue in the financial year 2017-18 through financial years 2021-22 not only on account of various strategic agreements signed with its existing customers and also increased traction with new customers in the domain. The Division has also won its first contract in the build to print of electrical panel assemblies that is expected to fuel in-house competency growth in small sheet metal and precision machining.

Rossell Hospitality

The Division has appointed Ernst and Young (EY) to conduct a detailed study on the format including competition analysis and draw out a map for revenue enhancement starting June, 2017 across all outlets. They shall also be looking at critical cost parameters and processes.

All the outlets are on a cusp of delivering significant revenue enhancement in view of critical changes like increase in portion sizes, new Kebab Xpress look, introduction of new products, renewed Menu presentation, price revision of core products, bundling food items and customer loyalty programme.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in any business and all the Divisions of the Company continue to concentrate on their own business with growth plans in short to medium terms.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following persons continued as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Act :

a) Mr. H. M. Gupta - Chief Executive Officer (CEO)

b) Mr. C.S. Bedi - Managing Director, and

c) Mr. N. K. Khurana - Chief Financial Officer-cum- Company Secretary

However, at the Board Meeting held on 25th May, 2017, Mr. C. S. Bedi, Managing Director sought retirement from his office with effect from 1st September, 2017, for personal reasons. Accordingly, Mr. Bedi has given the Notice of 3 Months'' to the Company, to be made effective from 1st June, 2017 as per terms of service. This Notice was duly accepted and taken on record by the Board of Directors.

At the same Meeting, upon the recommendation of the Nomination and Remuneration Committee, the Board decided to elevate Mr. N. K. Khurana, Chief Financial Officer-cum-Company Secretary, to the Board with effect from 1st September, 2017 with the designation, Director (Finance) and Company Secretary, subject to the approval from the Members of the Company in the General Meeting. A Notice has also been received under Section 160 (1) of the Act along with the requisite deposit, from one of the Members of the Company signifying their intention to propose the appointment of Mr. N. K. Khurana as a Director of the Company. Accordingly, appointment of Mr. N. K. Khurana as a Director and Whole time Director has been included as Special Business in the Notice calling the forthcoming Annual General Meeting of the Company.

Remuneration and other details of the Key Managerial Personnel for the Financial Year ended 31st March, 2017 are mentioned in the Extracts of the Annual Return in Form MGT-9 which is enclosed as Annexure - 3 and forms part of this Report.

INDEPENDENT DIRECTOR''S DECLARATION

The Declarations required under Section 149(7) of the Act from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, was duly received by the Company.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Act and as stipulated under Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) read with schedule II thereof. A separate report on Corporate Governance in terms of Regulation 34(3) read with Clause C of Schedule V of the SEBI Listing Regulations along with certificate from the Practicing Company Secretary confirming the compliance, is annexed as Annexure-1 and forms part of this Report.

DETAILS OF BOARD MEETINGS

The Board of Directors met 7 (Seven) times during the financial year 2016-2017 on various dates as given here-in-below:

Sl No.

Date of the meeting

No. of Directors attended the meeting

1.

1st April, 2016

7

2.

30th May, 2016

7

3.

3rd August, 2016

7

4.

19th September, 2016

7

5.

11th November, 2016

7

6.

31st January, 2017

7

7.

29th March, 2017

7

Further details on Board of Directors are provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD a. Audit Committee

The Board has constituted the Audit Committee which comprises of the following Directors:

Sl. No.

Name

Category of Director

Chairman/ Members

1.

Dr. S. S. Baijal

Non-Executive-Independent

Chairman

2.

Mr. H. M. Parekh

Non-Executive-Independent

Member

3.

Mr. V. P. Agarwal

Non-Executive-Independent

Member

4.

Ms.Nayantara Palchoudhuri

Non-Executive Non-Independent

Member

During the year under review, the Board accepted all the recommendations made by the Audit Committee.

Further details of Audit Committee related to dates of Meeting held during the year, attendance of Directors etc. are given separately in the attached Corporate Governance Report. b. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Board has been constituted by the following Directors:

Sl. No.

Name

Category of Director

Chairman/ Members

1.

Mr. H. M. Parekh

Non-Executive-Independent

Chairman

2.

Dr. S.S. Baijal

Non-Executive-Independent

Member

3.

Mr. V. P Agarwal

Non-Executive-Independent

Member

Further details of Nomination and Remuneration Committee related to dates of Meeting held during the year, attendance of Directors etc. are given separately in the attached Corporate Governance Report. c. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of the Board has been constituted by the following Directors:

Sl. No.

Name

Chairman/ Members

1.

Dr. S. S. Baijal

Chairman

2.

Mr. V. P Agarwal

Member

3.

Mr. C. S. Bedi

Member

Further details of Corporate Social Responsibility Committee related to dates of Meeting held during the year, attendance of Directors etc. are given separately in the attached Corporate Governance Report.

The Committee had framed the CSR Policy and the same was approved by the Board at its Meeting held on 6th August, 2014. The CSR Policy is available on Company''s website at www.rossellindia.com. of Section 135 (5) of the Act read with the Company''s CSR Policy. The amount The CSR budget for the financial year 2016-2017 was prepared in accordance with the provisions so budgeted was fully spent on or before 31st March, 2017, the detailed report on CSR Activities/ Initiatives is enclosed as Annexure-2 which forms part of this Report.

d. Stakeholders'' Relationship Committee

The Stakeholders Relationship Committee of the Board has been constituted by the following Directors:

Sl. No.

Name

Chairman/ Members

1.

Mr. H. M. Parekh

Chairman

2.

Mr. V. P Agarwal

Member

3.

Mr. C. S. Bedi

Member

Further details of Stakeholders Relationship Committee related to dates of Meeting held during the year, attendance of Directors etc. are given separately in the attached Corporate Governance Report.

e. Risk Management Committee

Your Board has voluntarily constituted the Risk Management Committee in the manner prescribed in Regulation 21 of the SEBI Listing Regulations consisting of the following Directors:

Sl. No.

Name

Chairman/ Members

1.

Mr. H. M. Parekh

Chairman

2.

Ms. Nayantara Palchoudhuri

Member

3.

Mr. C. S. Bedi

Member

Further details of Risk Management Committee related to dates of Meeting held during the year, attendance of Directors etc. are given separately in the attached Corporate Governance Report.

ANNUAL PERFORMANCE EVALUATION

In terms of the relevant provisions of the Act and SEBI Listing Regulations, the Board had carried out an annual evaluation of its own performance and that of its Committees as well as individual Directors.

A structured questionnaire was prepared in terms of the criteria specified by SEBI vide its Circular No. SEBI/HO/CFD/CMD/ CIR/P/2017/004 dated 5th January, 2017. The Questionnaire for the Evaluation of the Board as a whole, the Questionnaire for the Evaluation of the Committees of the Board and the Questionnaire for the Evaluation of Individual Director were circulated to all the Directors and feedback obtained. After taking into consideration different views expressed by the Directors, covering various aspects of the Board''s functioning such as adequacy of the Board''s composition and structure, Board''s culture, execution and performance of specific duties, obligations and governance, effectiveness of Board processes etc., the evaluation of the Board was conducted.

The performance of the Committees was evaluated by the Board based on the aforesaid Questionnaire, seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee Meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria as mentioned above. In addition, the Executive Chairman was also evaluated on the key aspects of his role.

The Independent Directors also carried out the Performance Evaluation in terms of Clause VII (3) of Schedule IV to the Act read with Regulation 25(3) of the SEBI Listing Regulations at their separate Meeting held on 31st January, 2017.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return is given as Annexure- 3.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Act read with Regulation 22 of the SEBI Listing Regulations, your Company has duly established Vigil Mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conducts or ethics Policy. The Audit Committee of the Board monitors and oversee the vigil mechanism.

The detailed Policy related to this vigil mechanism is available in the Company''s website at www.rossellindia.com.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibilities for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Act and confirm that:

(a) In the preparation of the Annual Accounts for Financial Year ended 31st March, 2017, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the Financial Year ended 31st March, 2017, and of the Profit and Loss of the Company for that period;

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

(d) The Directors had prepared the Annual Accounts on a going concern basis;

(e) the Directors, had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

In terms of Section 139(2) of the Act, M/s. S. S. Kothari & Co., Chartered Accountants, existing Statutory Auditors of the Company have completed their tenure of two terms of five consecutive years at the commencement of the Act on 1st April, 2014 and an additional period of 3 years as stipulated under third proviso of Section 139(2) read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014. Accordingly, they will vacate the office at the conclusion of the forthcoming Annual General Meeting.

In view of above, the Company is proposing to appoint M/s. Khandelwal Ray & Co. Chartered Accountants, Kolkata (Firm Regn. No. 302035E) as the Statutory Auditors for a period of 5 years commencing from the conclusion of the 23rd Annual General Meeting till the conclusion of the 28th Annual General Meeting. M/s. Khandelwal Ray & Co. have given their consent to the said appointment and confirmed that their appointment, if made, would be within the limits mentioned under Section 141(3) (g) of the Act.

The Audit Committee and the Board recommend the appointment of M/s. Khandelwal Ray & Co. Chartered Accountants, as Statutory Auditors of the Company for a period of 5 years commencing from the conclusion of the 23rd Annual General Meeting till the conclusion of the 28th Annual General Meeting.

The Board places on record its appreciation for the contribution of M/s. S. S. Kothari & Co., Chartered Accountants during their tenure as the Statutory Auditors of your Company.

The report of the Statutory Auditors during the year under review does not contain any qualification, reservation or adverse remark or disclaimer, which requires any further comments or explanations in this report. The Notes to the Financial Statements are also self-explanatory and do not call for any further comments.

COST AUDIT

Pursuant to Section 148 of the Act read with Rule 4 of the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is required to have the audit of its cost accounting records relating to products manufactured by Rossell Tea Division and Rossell Techsys Division. M/s. Shome & Banerjee, Cost Accountants, conducted this audit for the previous Financial Year ended 31st March, 2016 and submitted their report to the Central Government on 2nd September, 2016.

In terms of Section 148(3) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company has, on the recommendation of the Audit Committee, re-appointed M/s. Shome & Banerjee, Cost Accountants as the Cost Auditor of the Company for the Financial Year 2017-2018.

Their remuneration is required to be ratified by the Members in the ensuing Annual General Meeting.

SECRETARIAL AUDIT

In terms of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. A.K. Labh & Co., Practicing Company Secretaries as the Secretarial Auditors of the Company for the Financial Year 2016-2017. The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-4 to this report.

The report confirms that the Company had complied with the statutory provisions listed under Form MR-3 and the Company also has proper Board Processes and Compliance Mechanism. The Report does not contain any qualification, reservation or adverse remark or disclaimer, which requires any further comments or explanations in this report.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions are entered on arm''s length basis and are in compliance with the applicable provisions of the Act and SEBI Listing Regulations. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. All Related Party Transactions are presented to the Audit Committee and the Board, if required for approval. Omnibus Approval is obtained for the transactions, which are foreseen and repetitive in nature. Policy on Related Party Transactions, as approved by the Board is uploaded on the Company''s website at the web link: http://www.rossellindia.com/financialresult/Policy%20on%20Related%20 Party%20Transactions.pdf.

Necessary disclosure of Related Party Transactions in terms of Clause (h) of sub-section (3) of Section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is given in Form AOC-2 as Annexure-5 to this Report.

LOANS, GUARANTEES OR INVESTMENTS

Your Company has not provided any Guarantee for any party. During the year under review, neither any inter-corporate loan was granted by the Company, nor any investment made, in terms of the provisions of Section 186 of the Act. Particulars of existing Investments made by the Company, as required to be disclosed in terms of Section 134 (1) (g) of the Act is given in the accompanying Financial Statement (Note No. L).

STATEMENTS OF SUBSIDIARIES / JOINT VENTURES

The wholly owned subsidiary, CAE Rossell India Limited, did not carry out any activity during the year under review. Your Company has a Joint Venture entity named RV Enterprises Pte. Ltd., Singapore in which Company holds 26% Equity Share.

Accompanying Consolidated Financial Statement contains details financials of the Subsidiary / Joint Venture.

RISK MANAGEMENT POLICY

Your Company''s business faces various risks - strategic as well as operational in respect of all its Divisions. The Company has an adequate risk management system, which takes care of identification, assessment and review of risks as well as their mitigation plans put in place by the respective risk owners. The risks which were being addressed by the Company during the year under review included risks relating to market conditions, environmental, information technology etc. The Company has developed and implemented the Risk Management Policy with an objective to provide a more structured framework for proactive management of all risks related to the business of the Company and to make it more certain that growth and earnings targets as well as strategic objectives are met.

The major risks and concerns being faced by various business segments of the Company are discussed in report on Management Discussion and Analysis, forming part of this Report.

Your Company has constituted Risk Management Committee of the Board in the manner stated in Regulation 21 of the SEBI Listing Regulations. The Risk Management Committee reviews the risk assessment and minimization procedure in the light of the Risk Management Policy of the Company.

In the opinion of the Board, there is no such element of risk which may threaten the present existence of the Company. REMUNERATION POLICY

The Company follows a policy on Remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. Further details on the same have been given in the Report on Corporate Governance, which forms part of this Report.

The required disclosure under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure- 6 to this Report.

HUMAN RESOURCES

Your Company treats its "human resources" as one of the most important assets. The Management of the Company lays continuous focus on human resources, who are trained and updated on various issues from time to time to attain the required standards. The correct recruitment practices are in place to attract the best technical manpower to ensure that the Company maintains its competitive position with respect to execution. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.

Industrial relations at all the units remain satisfactory, your Company employed 6,278 personnel on its roll as on 31st March, 2017.

For the year under review, the particulars of the Executive Chairman, who was in receipt of remuneration, which in the aggregate was not less than rupees one crore two lakh and employed throughout the financial year is given in Annexure- 7 to this Report. There was no other employee in this category. Thus, particulars of other top 9 employees are not required to be disclosed.

The Company did not have any employee on its payroll, who:

a. if employed for a part of the Financial Year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Eight Lakh Fifty Thousand rupees per month;

b. if employed throughout the Financial Year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-Time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the Equity Shares of the Company.

The total remuneration drawn by the Managing Directors and Key Managerial Personnel forms part of Extracts from the Annual Return in Form MGT-9. Mr. H. M. Gupta, Executive Chairman in his capacity as the Chairman and Managing Director of BMG Enterprises Ltd., the Holding Company drew a remuneration of Rs. 6.00 lakhs as consolidated salary pursuant to Section 197 (14) of the Act.

AWARDS AND RECOGNITION

Your Directors are pleased to advise that during the year under review, Rossell Techsys Division of the Company received the following awards:

> Emerging Company of the Year 2017 by the International Aerospace Magazine (SAP Media).

> Excellence in Aerospace Indigenization - 2016 by SIATI (Society for Indian Aerospace Technologies and Industries)

> Boeing Performance Excellence Award (BPEA)-2016 - Silver Category.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

INTERNAL FINANCIAL CONTROLS

Your Company has adequate Internal Financial Control System at all levels of Management and they are reviewed from time to time. The Internal Audit is carried out in house as well as by firms of Chartered Accountants for all the Divisions of the Company. The Audit Committee of the Board looks into Auditor''s review, which is deliberated upon and corrective action taken, wherever required.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In compliance with the provisions of Section 124 (5) of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016, the following amounts were transferred to Investor Education and Protection Fund of the Central Government during 2016-2017:

a) A sum of Rs. 1,22,881 being the dividend lying unclaimed out of the dividend declared by the Company for the Financial Year 2008-2009 were transferred to the IEPF on 3rd September, 2016.

b) A sum of Rs. 64,384 being the dividend lying unclaimed out of the interim dividend declared by the Company for the Financial Year 2009-2010 were transferred to IEPF on 15th December, 2016.

Equity Shares corresponding to the dividend unclaimed for seven consecutive years will also be transferred to the IEPF Suspense Account in terms of Section 124 and 125 of the Act read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. Further details in this respect are given separately in the attached Corporate Governance Report marked as Annexure-1 of this Report.

DEPOSITS

Your Company has not accepted any deposits from public in terms of provisions contained in Chapter V of the Act, or in terms of corresponding provisions of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

A Report on the Management Discussion and Analysis concerning all the business segments of the Company is given as Annexure-8 to this Report.

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

(a) Conservation of energy

(i)

the steps taken or conservation of energy

impact on

Machinery up-gradation and replacement of low performing equipment is an ongoing process at the Tea factories of Rossell Tea Division, with a view to conserve

Fuel, Electrical Energy and other resources. Initiatives undertaken during the

Financial Year 2016-17 are as follows;

a)

Replacement of old and obsolete Diesel Generators of 365 KVA and 160 KVA respectively has been done with higher capacity sets. The new sets have the ability of better capacity utilization and improved units per Liter of fuel.

b)

Replacement of old inefficient Axial Flow Fans attached to Energy Efficient Motors for higher volumes of air availability with reduced energy consumption has been done at one of the factories. This would be taken up in other factories in phases.

c)

Installation of improved Irrigation facility with underground piping and voltage regulators for full utilization of the sprinklers for greater coverage of command area.

d)

Installation of wind propelled ventilators on factory roof which helps in maintaining the quality of produce and also provide better working environment inside the factory.

e) Installation of improved gas burners for Dryers at 2 factories which has the ability to operate at low pressures keeping constant temperature with inbuilt safety of operation.

f) Installation of static Power Capacitors to improve the Plant Power Factor thereby reduce losses incurred in the State Board Power Supply.

Rossell Hospitality Division has taken the following initiatives since the last few

years:

a) Great deal of focus on OEE (Overall Equipment Efficiency) to optimize productivity.

b) Driving sustainable development programme for water and power.

c) Replaced conventional lighting with LED lights which are not only brighter but also save energy and are Eco friendly.

d) Waste water from RO is saved and stored for flushing and cleaning.

(ii)

the steps taken by the Company for utilizing alternate sources of energy

Rossell Tea Division has arranged for alternate source of energy provision for withering and drying of teas by supply of Natural Gas at one of the Factories. This would replace the use of solid fuel thereby reduction of cost.

Study of the possibility of using Solar power at two Estates of Rossell Tea Division continues.

Rossell Techsys Division is constrained to adopt alternative source of energy, as it is currently operating from leased premises in Bangalore. The owners of the premises are not motivated enough to invest in these alternative sources of energy.

(iii)

the capital investment on energy conservation equipments

All the equipment and machinery are being acquired with energy conservation in view. Hence the extent of investment cannot be separately quantified. However, the capital investment during the year under review on acquisition of energy conservation equipment in particular was Rs. 79.78 Lakhs in Rossell Tea.

(b) Technology absorption

(i)

the efforts made towards technology absorption

In-house seminars, discussions with experts and training programme were held for innovative ideas of production and to update the staff. The concerned staff members are also sponsored to attain various seminars and workshops for updating themselves in various technological advancements concerning the functioning of the Company.

(ii)

the benefits derived like product improvement, cost reduction, product development or import substitution

There has been an overall improvement in quality of product and labour productivity, which results in economy in cost.

(iii)

in case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year)-

Not Applicable

(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

(iv)

the expenditure incurred on Research and Development

The Company is a Member of Tea Research Association, Kolkata, which is registered under Sec. 35 (1) (ii) of the Income tax Act, 1961. A contribution of Rs. 14.59 lakhs during the year towards subscription by Rossell Tea Division.

All the Research and Development work done in Rossell Techsys Division is customer specific and for their exclusive purpose. Thus the cost thereof is absorbed by the respective project cost and not required to be accumulated separately.

(c) Foreign Exchange Earnings and Outgo

During the year, the total foreign exchange used was Rs. 104.15 lakhs on account of various expenses and Rs. 2,619.99 lakhs for imports of raw materials, stores as well as capital goods. The total foreign exchange earned was Rs. 6,409.17 lakhs (Note No. 10 to the Financial Statements)

MATERIAL CHANGES AND COMMITMENTS

You Directors confirm that there are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the Financial Year of the Company and the date of this Report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the business associates, shareholders and other stakeholders of the Company for their continued support.

By Order of the Board

N K Khurana

Place: Delhi Chief Financial Officer

Date: 25th May, 2017 - cum-Company Secretary


Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting their Twenty Second Annual Report together with the Audited Accounts for the year ended 31st March, 2016.

FINANCIAL SUMMARY HIGHLIGHTS

Rs. in Lakhs

Particulars

Year ended

Year ended

31st March 2016

31st March 2015

Profit before finance cost and Depreciation

2,850.11

2,255.81

Less : Finance Cost

691.48

724.45

Profit before Depreciation

2,158.63

1,531.36

Less : Depreciation

953.01

956.41

Profit before Exceptional Items

1,205.62

574.95

Exceptional Items

—

—

Profit before Taxation

1,205.62

574.95

Less : Provision for current Taxation

Current year

300.00

170.00

Earlier Years

100.00

—

Deferred Taxation adjustment

(151.84)

4.48

Profit After Taxation

957.46

400.47

Add : Balance brought forward

450.36

370.06

Profit available for appropriation

1,407.82

770.53

Appropriated as under :

General Reserve

700.00

100.00

Dividend on Equity Shares

Interim Dividend @ 25%

183.48

—

Final Dividend Proposed Nil (2015-25%)

—

183.48

Tax on Dividend

37.35

36.69

Balance carried forward

486.99

450.36

1,407.82

770.53

SHARE CAPITAL

During the year under review:

a. No Equity shares have been issued with differential voting rights. Hence, no disclosure is required in terms of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014.

b. No issue of Sweat Equity Share has been made. Hence, no disclosure is required in terms of Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

c. There was no issue of Employee Stock Option. Hence, no disclosure is required in terms of Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

d. There was no provision made by the Company for any money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence, no disclosure is required in terms of Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014.

e. The issued, subscribed and paid up share capital of the Company as on 1st April, 2015 at Rs. 733.93 lakhs divided into 3,66,96,475 of Rs. 2 each remained unchanged as on 31st March, 2016.

APPROPRIATION OF PROFIT AFTER TAX FOR TRANSFER TO RESERVES

Your Directors proposed to transfer a sum of Rs. 700 lakhs to General Reserve before declaration of any dividend in terms of first proviso to Sec. 123(1) of the Companies Act, 2013.

DIVIDEND

The Company has paid an interim dividend of Rs. 0.50 per Equity Share of Rs. 2 each during the year under review. With a view to conserve resources for the future requirements, your Directors have not recommended any final dividend for approval of the Members. Therefore, the interim dividend of Rs. 0.50 per Equity Share of Rs. 2 each, as declared by the Board at their Meeting held on 16th March, 2016 is the total dividend on the Equity Shares of the Company for the financial year ended 31st March, 2016.

THE STATE OF COMPANY''S AFFAIRS REVENUE

The gross revenue from operations of your Company including sale of tea, avionics equipment, receipts from technical and support services and sale of food and beverages by Kebab Xpress was higher at Rs. 15,751.98 lakhs for the year under review as against Rs. 14,049.96 lakhs in the previous year. The Company has also sold for the first time, Black Pepper worth Rs. 4.35 lakhs in the year under review.

PERFORMANCE Rossell Tea

The Directors view with great satisfaction the performance of Rossell Tea Division for the year 2015-2016. The Division continued to produce teas which achieved once again, the highest quality and price standards in the tea industry, in keeping with its past performance. Our teas continued to be a benchmark for top quality teas out of Assam be it orthodox or CTC.

The year 2015 began on the back of very poor winter rains, with the dry period extending from October 2014 - March 2015. Cropping therefore, was poor in the first quarter. A poor June 2015 crop translated into smaller second flush offers for export to the continent. Thereafter due to heavy rains on some estates and poor precipitation on others, crops fell away through to November. Earlier in the year Romai T.E. was hit by a severe hailstorm and the crop loss was ascertained at 1.30 lakh kgs. i.e. 21% of the estate crop.

Between October 2015 and March 2016 tea growing areas in Assam, with few exceptions had useful winter rains. This resulted in a near record crop in March 2016, which to an extent salvaged the crop situation and the Division finished the year 3.87% i.e. 1.89 lakh kgs. ahead of 2014-2015. This is a satisfactory situation given Romai T.E.''s loss due to hailstorm of 1.30 lakh kgs. Overall the Division''s improved performance on the crop front, was foreshadowed by the crop loss due to hail damage at Romai.

The start of the season saw large offerings prior to the implementation of the Plant Protection Code. These volumes were carried into the new season depressing the market. Thereafter, the market quickly segmented itself and the better produce of CTC teas of the new season met with strong demand and were clearly rewarded. The orthodox market, where the carry-forward stock was negligible at the auction centers, started on a subdued note, owing to high stock in the Middle Eastern countries. As the season progressed, we continued to see a strong demand and better price realization for quality CTC teas, but reduced demand for quality orthodox whole leaf grades in particular, which sold at lower levels than 2014. The Euro being weaker against previous year, also affected the export price realization of orthodox category to the European markets. Year 2015 also saw production of about 5.00 million kgs. extra orthodox tea in Assam, increasing the availability and making the competition more severe than other years.

However, despite of all these odds, our orthodox average for the period under review is Rs. 261.06 against Rs. 249.20 per kg. of last year and the Assam district orthodox average of Rs. 219.61 clearly indicating Rossell''s capability of producing premium quality of orthodox backed with strong marketing abilities. In the CTC category, our average for the same period was Rs.221.17 against Rs.196.83 per kg. of last year and Assam district average of Rs.153.76 per kg., which is indicative of the fact that your Company produced some excellent quality CTC, as well, during 2015, which was amply rewarded by the buyers.

On the export front, the Division performed under several challenges, owing to availability of more quantity of orthodox. The Euro was weak during the quality period and thereafter, there was very slow opening of LCs from Iran as also delayed payments. This Division constantly fought the odds and finished the year with 1.48 million kgs. of export, which is marginally behind last year''s figure of 1.51 million kgs. However, our quantity of exports increased to the quality conscious markets in Germany, UK and USA, and we have initiated shipments to a new buyer in UAE. The marginal shortfall is owing to slightly lower shipments to Iran. The price realization, however, increased by Rs. 12.04 per kg. over the previous year.

At Rossell Tea, as in the past, we continued to maintain a judicious product-mix. This allowed each estate to perform to its core competence and to sustain the profitability. Our policy of prudent cost management and productivity enhancement despite lower crop, has helped us to negate the inflationary pressures.

Aided by erratic weather, pest activity was heightened through the year and due to climate change and continuing deforestation along the tea belt, this has become a major cost sink. Climate change poses its unique challenges to the cultivation of tea, in as much increasing temperatures and declining water tables during the dry months majorly affect crop. Erratic rainfall in the monsoon continues to lead to increased flooding as well as water logging and loss of quality at times.

The Company has during the year continued to strengthen its assets through up gradation. Investments in the areas of worker housing and hygiene saw a further increase. Modernization and up gradation in factories continued in this financial year 2015-2016. The Company entered its 15th year of uprooting and replanting activity. This is a part of a long term strategy to strengthen the tea fields and improve the quality quotient in the field. Further enhancement of irrigation assets was undertaken at Dikom and Nokhroy T.Es.

Aviation Products and Services

Aerotech Services continues to provide techno-logistic support to global Original Equipment Manufacturers (OEMs) for their equipment fitted on various Indian platforms. During the year under review we were approached by an existing OEM for providing logistic support on another project and the same has been contracted for a period of 5 years. For the contracts signed in recent years, our Field Service Engineers (FSEs) have been trained by the OEMs and are performing well. The Division continues to enhance its business to the satisfaction of the OEMs and customers.

In the financial year 2015-2016, the Rossell Techsys Division enhanced its overseas business and strengthened its relationship with its overseas customers. It expended resources, finances and energies to increase the spread of business across multiple platforms. The Division continues its strategy to gain foreign, export oriented business and to acquire domestic business only where it would gain access to skill building avenues that could thereafter, be utilized in gaining more foreign OEM business. The Division revenues increased by over 123% as compared to the FY 2014-2015 and order booking were substantially higher at 62%. There were also a lot of gains in intangible terms. The Division has now firmly established itself with respect to repute, capability, capacity and reliability in the wire harness and looming competency.

The Division is certified to AS:9100, ISO:9001, ISO:14001, ISO:27001 and OHSAS:18001. The Division is also CEMILAC approved. It has achieved Gold rating both on quality and delivery with its premiere US based A&D customer Boeing for the last two years and also won the ''Supplier of the Year'' award in the Pathfinder Category out of more than 13,000 active suppliers worldwide.

Rossell Techsys has established itself as an Indian supplier that is truly global, with its quality, timeliness, people, processes and infrastructure credentials.

Rossell Hospitality

During the year under review, Kebab Xpress is getting a better footprint in the market and its brand recognition is being felt. The Division''s Same Stores Sales (SSS), year on year, have grown by substantially. The brand ''Kebab Xpress'' is strengthening its digital presence by completely revamping the brand website and engaging the customers on social media platforms with innovative, relevant and engaging content. As on 31st March, 2016 Kebab Xpress has its 10 operating outlets in NCR as compared to 9 outlets that of the previous year.

Consistency in quality, excellent service, conducive ambience and high level of hygiene at the outlets are well appreciated by the customers. Thus, Sales during the year was Rs. 1,150.85 lakhs against Rs. 878.19 lakhs in the previous year, indicating the growth of 31.05%.

PROSPECTS Rossell Tea

Most tea growing areas had favourable growing conditions for the first three months of 2016. This has resulted in Kenyan crop for the first two months itself being higher by 28.35 million kgs. Sri Lankan crop for January and February are at par with last year.

We expect price levels to settle down by early June, 2016 and prospects for quality teas will be good. ''Quality'' will continue to be rewarded and the quality segmentation seen last year will continue. The estates continue to perform to their quality potential, be it CTC or orthodox. Our performance in fiscal 2015-2016 indicates that we are well armed to outperform the market and retain our standing as one of the most profitable enterprises in the Assam tea industry.

Exports will continue to be a key area despite 2015 being a highly competitive and difficult year. While strengthening our traditional markets, we are also exploring new markets with the objective of increasing value and volumes.

There are of course two concerns emerging:

i) Tea growing being an agro horticultural activity, needs stable climate conditions i.e. temperatures and well distributed rainfall. This, as has been reported earlier, has now been vitiated by climate change and hence these concerns exist.

ii) Increase in cost of production is also an emerging concern. Labour wages and cost of other inputs such as food grains, could put pressure on performance, unless of course higher prices are forthcoming.

These concerns, nonetheless, are seen as an opportunity and a challenge to perform better, much like this Division has done in the years gone by.

Aviation Products and Services

Aerotech Services is currently executing five techno-logistic product support contracts. The Government of India has accorded highest priority for "Make in India" initiative, which focuses on making India a global manufacturing hub.

In the coming years, with greater participation of Indian industry, manufacturing defense equipment in India, opportunities will also arise for product maintenance support, repair and overhaul of the equipment.

Rossell Techsys Division has created a niche for itself in the wire harness competency, by virtue of its quality credentials in executing orders from foreign OEMs. The Division is projected to experience enhanced traction in its wire harness competency due to its association with companies like Boeing, the Division should see significant increase in revenue in years 2016-2017 onwards. The number of RFPs being received from foreign OEMs has increased significantly with a success rate of 75%. The Division is attempting to improve its prospects on adjacent business opportunities such as electrical panels.

The growth prospects have resulted in the Division adding additional space, the total now being approximately 75,000 square feet. Rossell Hospitality

The Division intends operating a total of 30 outlets in NCR in the financial year 2016-2017 with 2 outlets already made operational as of now and target to achieve at least double the turnover.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in any business and all the Divisions of the Company continue to concentrate on their own business with growth plans in short to medium terms.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The tenure of office of Mr. C. S. Bedi, Managing Director, will expire on 30th September, 2016. Accordingly, the Board on recommendation of the Nomination and Remuneration Committee, at its meeting held on 30th May, 2016 has re-appointed Mr. C.

S. Bedi as Managing Director for a further period of 3 years from 1st October, 2016 to 30th September, 2019, subject to approval by the Members of the Company by way of Special Resolution, in the ensuing 22nd Annual General Meeting in terms of Section 188, 196, 197 read with Sec I and Sec II, Part II of Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and in accordance with the Policy of the Company on Related Party Transactions.

The following persons continued as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013 :

a) Mr. H. M. Gupta - Chief Executive Officer (CEO)

b) Mr. C. S. Bedi - Managing Director, and

c) Mr. N. K. Khurana - Chief Financial Officer-cum- Company Secretary

Remuneration and other details of the Key Managerial Personnel for the Financial Year ended 31st March, 2016 are mentioned in the Extracts of the Annual Return in Form MGT-9 which is enclosed as Annexure - 3 and forms part of this Report.

INDEPENDENT DIRECTOR''S DECLARATION

The Declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, was duly received by the Company.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated in Clause 49 of the Listing Agreement till 30th November, 2015 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from 1st December, 2015 onwards.

A separate report on Corporate Governance in terms of Regulation 34(3) read with clause C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with certificate from the Practicing Company Secretary confirming the compliance, is annexed as Annexure-1 and forms part of this Report.

DETAILS OF BOARD MEETINGS

The Board of Directors met 5 (five) times during the financial year 2015-2016 on various dates as given here-in-below:

Sl No.

Date of the meeting

No. of Directors attended the meeting

1.

29th May, 2015

6

2.

30th July, 2015

6

3.

2nd November, 2015

6

4.

10th February, 2016

6

5.

16th March, 2016

6

Further details on Board of Directors are provided in the Corporate Governance Report. COMMITTEES OF THE BOARD a. Audit Committee

The Board has constituted the Audit Committee which comprises of the following Directors:

Sl. No.

Name

Category of Director

Chairman/ Members

1.

Dr. S. S. Baijal

Non-Executive-Independent

Chairman

2.

Mr. H. M. Parekh

Non-Executive-Independent

Member

3.

Mr. V. P. Agarwal

Non-Executive-Independent

Member

4.

Ms. Nayantara Palchoudhuri

Non-Executive Non-Independent

Member

During the year under review, the Board has accepted all the recommendations made by the Audit Committee.

Further details of Audit Committee related to dates of Meeting held during the year, attendance of Directors etc. are given separately in the attached Corporate Governance Report. b. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Board has been constituted by the following Directors:

Sl. No.

Name

Category of Director

Chairman/ Members

1.

Mr. H. M. Parekh

Non-Executive-Independent

Chairman

2.

Dr. S. S. Baijal

Non-Executive-Independent

Member

3.

Mr. V. P Agarwal

Non-Executive-Independent

Member

Further details of Nomination and Remuneration Committee related to dates of Meeting held during the year, attendance of Directors etc. are given separately in the attached Corporate Governance Report. c. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of the Board has been constituted by the following Directors:

Sl. No.

Name

Chairman/ Members

1.

Dr. S. S. Baijal

Chairman

2.

Mr. V. P Agarwal

Member

3.

MR. C. S. Bedi

Member

Further details of Corporate Social Responsibility Committee related to dates of Meeting held during the year, attendance of Directors etc. are given separately in the attached Corporate Governance Report.

The Committee had framed the CSR policy and the same was approved by the Board at its Meeting held on 6th August, 2014. The CSR Policy is available on Company''s website at www.rossellindia.com. The CSR budget for the financial year 2015-2016 was prepared in accordance with the provisions of Section 135 (5) of the Companies Act, 2013 read with the Company''s CSR Policy. The amount, so budgeted, was fully spent on or before 31st March, 2016. The detailed report on CSR Activities/ Initiatives is enclosed as Annexure-2 which forms part of this Report.

d. Stakeholders'' Relationship Committee

The Stakeholders Relationship Committee of the Board has been constituted by the following Directors:

Sl. No.

Name

Chairman/ Members

1.

Mr. H. M. Parekh

Chairman

2.

Mr. V. P Agarwal

Member

3.

MR. C. S. Bedi

Member

Further details of Stakeholders Relationship Committee related to dates of Meeting held during the year, attendance of Directors etc. are given separately in the attached Corporate Governance Report.

e. Risk Management Committee

Your Board at its meeting dated 14th November, 2014, has constituted Risk Management Committee of the Board consisting of the following Directors:

Sl. No.

Name

Chairman/ Members

1.

Mr. H. M. Parekh

Chairman

2.

Ms. Nayantara Palchoudhuri

Member

3.

MR. C. S. Bedi

Member

Further details of Risk Management Committee related to dates of Meeting held during the year, attendance of Directors etc. are given separately in the attached Corporate Governance Report.

ANNUAL PERFORMANCE EVALUATION

In terms of the relevant provisions of the Companies Act 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had carried out an annual evaluation of its own performance and that of its Committees as well as individual Directors.

A structured questionnaire was prepared after taking into consideration different views received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the Board''s composition and structure, Board''s culture, execution and performance of specific duties, obligations and governance, effectiveness of Board processes etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like attendance in the meeting, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Executive Chairman was also evaluated on the key aspects of his role.

The Independent Directors also carried out the Performance Evaluation in terms of Clause VII (3) (c) of Schedule IV to the Companies Act, 2013 read with Regulation 25(3) of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 at their separate Meeting held on 9th February, 2016.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 (''the Act'') read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is given as Annexure- 3.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has duly established Vigil Mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of company''s code of conducts or ethics policy. Audit Committee of the Board monitors and oversee the vigil mechanism.

The detailed policy related to this vigil mechanism is available in the Company''s website at www.rossellindia.com.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 and confirm that:

(a) in the preparation of the annual accounts for financial year ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March, 2016, and of the profit and loss of the Company for that period;

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

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

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

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

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

M/s. S. S. Kothari & Co., Chartered Accountants, Statutory Auditors of the Company will retire at the forthcoming Annual General Meeting. In terms of third proviso to Sec. 139 (2) of the Companies Act, 2013, they are eligible to be re-appointed and accordingly, they offer themselves for re-appointment. The Audit Committee has recommended their appointment as Statutory Auditors of the Company to hold office till the conclusion of the 23rd Annual General Meeting.

The report of the Statutory Auditors does not contain any qualification, reservation or adverse remark or disclaimer, which requires any further comments or explanations in this report. The Notes to the Financial Statements are also self-explanatory and do not call for any further comments.

COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with Rule 4 of the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is required to have the audit of its cost accounting records relating to plantations product manufactured by Rossell Tea Division. M/s. Shome & Banerjee, Cost Accountants, conducted this audit for the Previous Financial Year ended 31st March, 2015 and submitted their report to the Central Government on 19th November, 2015.

In terms of Section 148(3) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors of the Company had, on the recommendation of the Audit Committee, re-appointed M/s. Shome & Banerjee, Cost Accountants as the Cost Auditor of the Company for the financial year 2016-2017.

Their remuneration is required to be ratified by the Members in the ensuing Annual General Meeting.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. A.K. Labh & Co., Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year 2015-2016. The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-4 to this report.

The report confirms that the Company had complied with the statutory provisions listed under Form MR-3 and the Company also has proper board processes and compliance mechanism. The Report does not contain any qualification, reservation or adverse remark or disclaimer, which requires any further comments or explanations in this report.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm''s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. All related party transactions are presented to the Audit Committee and the Board, if required for approval. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. Related party transactions policy as approved by the Board is uploaded on the Company''s website at the web link:http://www.rossellindia.com/financialresult/Policy%20on%20Related%20Party%20Transactions.pdf

Necessary disclosure of Related Party Transactions in terms of clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is given in Form AOC-2 as Annexure-5 to this report.

LOANS, GUARANTEES OR INVESTMENTS

Your Company has not provided any Guarantee for any party. During the year under review, the Board has approved to grant an inter-corporate loan, repayable on demand, to CAE Rossell India Ltd., Wholly Owned Subsidiary, up to a sum not exceeding Rs.10 lakhs carrying an interest @ 10% p.a. being not lower than prevailing yield of 5 years Government Security, in terms of the provisions of Section 186 of the Companies Act, 2013.

Out of the above limit sanctioned by the Board, an amount of Rs. 5 lakhs was actually disbursed to CAE Rossell India Ltd during the year and the same remain outstanding as on 31st March, 2016. (Note No. L) Particulars of investments under section 186 of the

Companies Act, 2013, as required to be disclosed in terms of Section 134(1)(g) of the Act, has been provided in the accompanying financial statement (Note No. K).

STATEMENTS OF SUBSIDIARIES / JOINT VENTURES

The wholly owned subsidiary, CAE Rossell India Limited, did not carry out any activity during the year under review. However, it had received a Request for Proposal (RFP) from Boeing for P-8i POSEIDON Program for "Visual Database" which is required for P-8i Aircraft, purchased by the Indian Navy. Your Directors look forward to the new project in the years ahead.

Your Company has a Joint venture entity named RV Enterprises Pte. Ltd., Singapore in which Company holds 26% Equity Share.

Accompanying Consolidated Financial Statement contains details financials of the Subsidiary / Joint Venture.

RISK MANAGEMENT POLICY

Your Company''s business faces various risks - strategic as well as operational in respect of all its Divisions. The Company has an adequate risk management system which takes care of identification, assessment and review of risks as well as their mitigation plans put in place by the respective risk owners. The risks which were being addressed by the Company during the year under review included risks relating to market conditions, environmental, information technology etc. The Company has developed and implemented the Risk Management Policy with an objective to provide a more structured framework for proactive management of all risks related to the business of the Company and to make it more certain that growth and earnings targets as well as strategic objectives are met.

The major risks and concerns being faced by various business segments of the Company are discussed in report on Management Discussion and Analysis, forming part of this Report.

Your company has constituted Risk Management Committee of the Board in the manner stated in Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Risk Management Committee periodically reviews the risk assessment and minimization procedure in the light of the Risk Management Policy of the Company.

In the opinion of the Board, there is no such element of risk which may threaten the present existence of the Company.

REMUNERATION POLICY

The Company follows a policy on Remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. Further details on the same have been given in the Report on Corporate Governance, which forms part of this report.

The required disclosure 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 is given as Annexure- 6 to this report.

HUMAN RESOURCES

Your Company treats its "human resources" as one of the most important assets. The Management of the Company lays continuous focus on human resources, who are trained from time to time to attain the required standards. The correct recruitment practices are in place to attract the best technical manpower to ensure that the Company maintains its competitive position with respect to execution. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.

Industrial relations at all the units remain satisfactory. Your Company employed 6,201 personnel on its role as on 31st March, 2016.

For the year under review, the particulars of employees who were in receipt of remuneration which is the aggregate was not less than rupees sixty lakhs and employed throughout the financial year is given in Annexure- 7 to this report.

The Company did not have any employee on its payroll, who:

a. if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month;

b. if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

The total remuneration drawn by the Managing Directors and Key Managerial Personnel forms part of Extracts from the Annual Return in Form MGT-9. Mr. H. M. Gupta, Executive Chairman in his capacity as the Chairman and Managing Director of BMG Enterprises Ltd., the Holding Company drew a remuneration of Rs. 6.00 lakhs as consolidated salary pursuant to Section 197 (14) of the Companies Act, 2013.

AWARDS AND RECOGNITION

Your Directors are pleased to advise that during the year under review, the Company has bagged several awards, for performance of its various Divisions, as mentioned hereunder:

- The National Magazine ''Business Today has awarded the Company in respect of its Rossell Tea Division as "India''s Best SME - Agriculture (Total income Rs. 101 Crores - Rs. 250 Crores) category” in a ceremony held in Delhi on 23rd September, 2015.

- Rossell Techsys Division of the Company has been awarded as "Fastest Growing SME of the Year 2015 in Customer Satisfaction in Defense and Aerospace Sector” - by Karnataka Small and Medium Business Owners Association (KSMBOA) under the Business Excellence and Achievement awards 2015.

- Rossell Techsys Division of the Company has been honored with the "Supplier Appreciation Award” conferred by Boeing for Maintaining Gold Rating for Quality & Delivery for the years 2014 & 2015.

- The Institute of Cost Accountants of India (ICAI-CMA) in association with ASSOCHAM, has honored the Rossell Techsys Division of the Company with the "Best SME of the year award for 2015" award, under the event SMEs excellence award 2015.

- Rossell Techsys Division of the Company has achieved its biggest award yet - "The Boeing SUPPLIER OF THE YEAR in the PATHFINDER category” in a glittering ceremony held in Seattle, USA during April, 2016.

- The Rossell Hospitality Division of the Company, operating brand Kebab Xpress, has been honored with "IMAGES Most Admired Food Service Retailer of the year Award : Supply Chain Management'' at the 9th Annual Mega Congregation of the India Food Forum at the Coca Cola Golden Spoon Awards (CCGSA , 2016 ).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

INTERNAL FINANCIAL CONTROLS

Your Company has adequate Internal Financial Control System at all levels of Management and they are reviewed from time to time. The Internal Audit is carried out in house as well as by a firm of Chartered Accountants. The Audit Committee of the Board looks into Auditor''s review which is deliberated upon and corrective action taken, where ever required.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In compliance with the provisions of Sub-Section 5 of Section 124 of the Companies Act, 2013 read with Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 a sum of Rs. 67,815, being the dividend lying unclaimed out of the dividend declared by the Company for the Financial Year 2007-2008, has been transferred to the Investor Education and Protection Fund of the Central Government during September, 2015.

DEPOSITS

Your Company has not accepted any deposits from public in terms of provisions contained in Chapter V of the Companies Act, 2013, or in terms of corresponding provisions of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on the Management Discussion and Analysis concerning all the business segments of the Company is given as Annexure-8 to this report.

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

(a) Conservation of energy

(i)

the steps taken or impact on conservation of energy

In various Tea Factories of Rossell Tea Division, machinery up-gradation and

replacement of low performing equipment is an ongoing process with a view to conserve Fuel, Electrical Energy and other resources. Initiatives undertaken during the financial year 2015-2016 are as follows;

a)

Replacement of old and obsolete Gas Generators of 250 KVA and 125 KVA respectively has been done. The new sets have the ability of better capacity utilization.

b)

Replacement of Axial Flow Fans attached to Energy Efficient Motors for higher volumes of air availability with reduced energy consumption done at one of the factories.

c)

Up-gradation of plant motorization with high efficiency IE3 energy efficient motors.

d)

Installation of Demand Monitoring Control units to control the factory electrical demand on the State Board Power Supply.

e)

Installation of Voltage Monitoring Relays on motors to eliminate motor damages due to single phasing and surges in the State Board Power Supply.

f)

Installation of wind propelled ventilators on factory roof which helps in maintaining the quality of produce and also provide better working environment inside the factory.

g)

Installation of individual gas burners based on the gas pressure available to

the withering trough fans, replacing the bulk supply of hot air. This conversion eliminates the wastage of Natural Gas as the requirement is need based along with saving in energy of running 17.5 HP motor with blower. The new system also prevents loss of Natural Gas by activation of a solenoid shut-off valve during power outages.

h)

Installation of static power capacitors to improve the power factor of the plant and reduce losses incurred in the State Board Power Supply.

Rossell Hospitality Division has taken the following initiatives:

(i) Great deal of focus on "OEE" (Overall Equipment Efficiency to optimize

productivity).

(ii) Driving sustainable development programme for water and power.

(iii) Replaced Conventional lighting with LED lights which are not only brighter but

also save energy and are Eco friendly.

(iv) Waste water from the RO is saved and stored for flushing and cleaning.

(ii)

the steps taken by the company for utilizing alternate sources of energy

Rossell Tea Division is arranging for alternate source of energy provision for drying of teas by furnace oil. This is being done in view of any unfortunate circumstance that could arise in sudden breakdown of the supply of Natural gas. Study of the possibility of using Solar power at two Estates of Rossell Tea Division continues. Rossell Techsys Division is constrained to adopt alternate sources of energy as it is currently operating from leased premises in Bangalore. The owners of the premises are not motivated enough to invest in these alternate sources of energy.

(iii)

the capital investment on energy conservation equipments

All the equipment and machinery are acquired with energy conservation in view. Hence the extent of investment cannot be separately quantified. However, the capital investment during the year ended 31st March 2016 on acquisition of energy conservation equipment in particular was Rs.83.73 Lakhs in Rossell Tea.

(b)

Technology absorption

(i)

the efforts made towards technology absorption

In-house seminars, discussions with experts and training programme were held for innovative ideas of production and to update the staff. The concerned staff members are also sponsored to attain various seminars and workshops for updating themselves in various aspect of the functioning of the Company.

(ii)

the benefits derived like product improvement, cost reduction, product development or import substitution

There has been an overall improvement in quality of product and labour productivity, which results in economy in cost.

The Rossell Hospitality Division tried different versions of imported equipment to rationalize capex costs for certain products and are currently trying a version for soft serve machine, investment on which is much lower compared to the ones procured earlier.

(iii)

in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

Not Applicable

(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

(iv)

the expenditure incurred on Research and Development

The Company is a Member of Tea Research Association, Kolkata, which is registered under Sec. 35 (1) (ii) of the Income tax Act, 1961. A contribution of Rs. 10.98 lakhs was made during the year towards subscription by Rossell Tea Division.

All the Research and Development work done in Rossell Techsys Division is customer specific and for their exclusive purpose. Thus the cost thereof is absorbed by the respective project cost and not required to be accumulated separately.

(c) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was Rs. 144.45 lakhs on account of various expenses and Rs. 1,158.68 lakhs for imports of raw materials, stores as well as capital goods. The total foreign exchange earned was Rs. 6,977.13 lakhs (Note No. 10 to the financial statements)

MATERIAL CHANGES AND COMMITMENTS

You Directors confirm that there are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company and the date of this report

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the business associates, shareholders and other stakeholders of the Company for their continued support.

For and on behalf of the Board

Rossell India Limited

Place : Delhi H.M.Gupta

Date : 30th May, 2016 Executive Chairman


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Twenty First Annual Report together with the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY HIGHLIGHTS Rs in Lakhs

Particulars Year ended Year ended 31st March 2015 31st March 2014

Profit before Finance Cost and Depreciation 2,255.81 4,173.74

Less : Finance Cost 724.45 884.55

Profit before Depreciation 1,531.36 3,289.19

Less : Depreciation 956.41 416.00

Profit before Exceptional Items 574.95 2,873.19

Exceptional Items — —

Profit before Taxation 574.95 2,873.19

Less : Provision for current Taxation 170.00 650.00

Deferred Taxation adjustment 4.48 183.00

Profit After Taxation 400.47 2,040.19

Add : Balance brought forward 370.06 344.53

Profit available for appropriation 770.53 2,384.72

Appropriated as under :

General Reserve 100.00 1,800.00

Dividend on Equity Shares - Proposed @ 25 % 183.48 183.48 (2014-25%)

Tax on Dividend 36.69 31.18

Balance carried forward 450.36 370.06

770.53 2,384.72

SHARE CAPITAL

During the year under review:

a. No Equity shares have been issued with differential voting rights. Hence, no disclosure is required in terms of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014.

b. No issue of Sweat Equity Share has been made. Hence, no disclosure is required in terms of Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

c. There was no issue of Employee Stock Option. Hence, no disclosure is required in terms of Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

d. There was no provision made by the Company for any money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence, no disclosure is required in terms of Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014.

e. The issued, subscribed and paid up share capital of the Company as on 1st April, 2014 at Rs. 733.93 lakhs divided into 3,66,96,475 of Rs. 2 each remained unchanged as on 31st March, 2015.

APPROPRIATION OF PROFIT AFTER TAX FOR TRANSFER TO RESERVES

Your Directors proposed to transfer a sum of Rs. 100 lakhs to General Reserve before declaration of any dividend in terms of first proviso to Sec. 123(1) of the Companies Act, 2013.

DIVIDEND

Your Directors are pleased to recommend to the Members, for their approval, a dividend of Rs. 0.50 per Equity Share of Rs. 2 each in the Company for the year ended 31st March, 2015.

THE STATE OF COMPANY'S AFFAIRS

REVENUE

The gross revenue from operations of your Company including sale of Tea, avionics equipment, receipts from technical and support services and sale of food and beverages by Kebab Xpress declined marginally to Rs. 14,049.96 lakhs for the year under review as against Rs. 14,142.72 lakhs in the previous year.

PERFORMANCE

Rossell Tea

During the year 2014-15, your company continued to lay emphasis an quality crop. However, the year was one of the most difficult years experienced. The year began with an acute drought going into May 2014 and then deficit rainfall every alternate month thereafter. From early October 2014 to almost end- March 2015 there was very poor precipitation. Crop intakes therefore were poorer than expected. However, on the quality front Rossell continued to hold its pole position as a producer of top quality teas. The Division's average sales realization in the year under review was Rs.223.83 per kg. as against Rs. 220.70 per kg in the year 2013-14 and Rs.210.22 per kg in the year 2012-13. Whilst the overall increase is not significant, it is nonetheless a fine performance, given the difficult market conditions that prevailed. This average sales realization reflects consistent quality.

The drought at the start of the year continued into April and May, recording in effect, the lowest rainfall, on some Estates in 80 years. The tea bushes weakened by the drought struggled through the year. Further due to continuing degradation of forests more and more pests are seen in the tea areas resulting in additional expenditure on pest control.

The orthodox market started season 2014-15 on a depressed note with Iran, a major market, being in an overbought situation. This resulted in nearly 25% less orthodox being produced in the year and the industry average for orthodox teas also being lower at Rs.198.31 per kg., than that of the previous year by Rs.5.49 per kg. It is pertinent to mention that our all in average for orthodox teas was Rs.249.20 per kg. i.e. Rs.2.13 over the previous year and Rs.50.89 per kg. over the Assam average.

The CTC market was buoyant through the year till November,2014 due to the decline in the Assam production by almost 6%. Significantly the best quality levels continued to witness new price benchmarks. The CTC average for Assam settled at year end at Rs.151.66 per kg. as against Rs.144.44 per kg. in the year 2013-14. Again significantly Rossell's CTC average was Rs.196.79 i.e. Rs.10.62 per kg. over the previous year and Rs.44.13 per kg. over the Assam district average. Your Directors view this as good performance, despite many odds and difficult market conditions. The outperforming of the market yet again represents Rossell's resolve to excel.

The season 2014-15 saw a robust performance on the export front. Exports registered an increase of 17.93%, reaching 15.12 lakh kgs. i.e. 30.93% of our production. This increase took place in spite of our crop for the season being 12% lower, as a consequence of the severe drought. The export turnover is Rs.41.31 crores against Rs.36.27 crores in the previous year. The continual and aggresive trust on exports has been the highlight of the Division's performance, notwithstanding the uncertain market situations, especially in Iran.

Your Directors have been for the last few years reporting on 'climate change' as aberrations in climate are now increasingly impacting production. Whilst climatically the year 2013-14 was excellent in every sense, the year 2014-15 was the opposite, with deficit and ill distributed rainfall, causing crop losses hitherto not seen in the group. This naturally has had an impact on profitability, due to higher costs. Norms on depreciation in the new Companies Act, 2013 further exacerbated the situation. Wage increase of Rs.21 per man day i.e. 22% along with its attendant statutory outgoes, with effect from 1st January 2015 has also impacted the bottom-line.

Combating climate has become a major challenge to the Tea Planters. During the year, cultural and other agricultural operations were strengthened to mitigate the ill effects of global warming. Irrigation facilities were further strengthened and expanded at Dikom, Namsang, Kharikatia and Nagrijuli Tea Estates. This has helped us combat a nearly five months' dry period between October 2014 and end-February 2015.

The Division continued to strengthen its assets, through modernization and upgradation on all Estates. All Estates received their FSSC 22000 certification during the year, a notable achievement in the area of 'food safety standards'. We also continued our uprooting and replanting programme insuring improvement in the bush health and potential in keeping with our sustainability policies of a robust future. Our targets in this area were fully met for the year under review.

The Division continued with its judicious product mix of orthodox and CTC Teas this year. This has helped us as in previous years to exploit, to the hilt the core competence of each Estate.

Our crop for the year under review was 48.42 lakh kgs. as against 54.82 lakh kgs. in the year 2013-14 and 43.54 lakh kgs. in 2012- 13 including bought leaf, the total production in 2014-15 was 48.89 lakh kgs.as against 55.59 lakh kgs. in the year 2013- 14.

AVIATION PRODUCTS AND SERVICES

Aerotech Services continues to provide product support services for Original Equipment Manufacturers (OEMs) on their equipment fitted on aircrafts, helicopters, ships and other platforms operating in India. During the year under review, the Division was approached by another OEM for technical product support and has signed a long term Agreement with them for seven and half years. The Division continues to achieve very high customer and OEM satisfaction levels.

Rossell Techsys Division's resources were utilized to the maximum extent to gain foreign, export oriented business. Domestic business was pursued only for skill building, thus leading to gaining more foreign OEM business. The financial performance has been very close to plan. The Division grew by over 200% in terms of revenue and about 150% in terms of order book value. The Division acquired four more contracts from foreign OEMs and has established itself as an Indian supplier with excellent quality, people, process and infrastructure credentials. It has achieved the GOLD rating with its premier, US based, aerospace and defense customer. The Division has adopted a two pronged strategy for certifications, at the division level and individual level. The division is certified to AS9100, IS9001, ISO14001 and ISO27001. The division is also CEMILAC approved. The OHSAS 18001 certification is in progress. The division was also awarded the best SME in the aerospace and defense sector for the year 2015, just prior to the Aero India 2015.

ROSSELL HOSPITALITY

During the year under review, the Division continues to expand and opened three more outlets of Kebab Xpress in NCR and closed down one at M Block, Connaught Place, Delhi. This makes a total of 9 operating outlets as on 31st March, 2015. Consistency in quality, excellent service, conducive ambience and high level of hygiene at the outlets are well appreciated by the customers.

PROSPECTS Rossell Tea

World crops in 2015 reflect an initial shortfall in Kenyan crops by 31 million kgs. On the back of two record years, Malawi is currently behind by 3.30 million kgs. Sri Lanka is ahead by 5.30 million kgs compared to 2014 for the same period.

Indian crops have, however, despite an initial drought in 2015, rebounded, especially in Assam and Dooars (West Bengal). Given reasonably good weather we expect the crops to revert to their 2013 levels. This is more plausible as the monsoon is hopefully likely to be normal in NE India as per the latest meteorological forecasts.

The current tea market in India has strong fundamentals with production looking strong, the consumption showing a growth at 3.50% levels on an annual basis and the quality segmentation which is occurring, augurs well for quality producers like your Company.

Prospects for quality CTC produce are good and there are clear signals to this effect. Orthodox levels should move up with the onset of the 2nd flush and enquiry from our traditional markets on the Continent, Iran as also Russia should be forthcoming. As of now, your Company continues to perform to its core competency. Our CTC Estates are maximizing production of this category and getting attractive prices. Similarly, the Orthodox category continues to rule strong on our Orthodox producing Estates. Finally, Exports will continue to be a key area and we are optimistic that 15.12 lakh kgs exported in 2014-15 should be exceeded both in quantitative and value terms.

With the options open to us, whether CTC or Orthodox, the Company is confident of outperforming the market and retaining its status of being one of the most profitable companies, in the Assam Tea Industry.

Aviation Products and Services

Aerotech Services is currently executing 4 technical product support contracts. Another long term contract for 5 years is being signed, which will become effective from 1st June 2015.

The new Government at the center has given tremendous impetus to 'Make in India', particularly, for the defense and aerospace sector. As recently reported, for the first time a contract is being awarded to a private Indian MNC for manufacturing aircrafts in India. Against several tenders, equal opportunity is now being accorded to private sector industry for manufacturing in India. The Government is also reviewing the Defense Procurement Policy (DPP) and simplifying the same.

With the government opening the Defense sector for private companies, Aerotech Services Division foresees greater opportunities for business growth in providing technical product support.

Rossell Techsys Division has created bright prospects for itself by virtue of its quality credentials in executing orders to time and quality to foreign OEMs. Interest levels from more foreign OEMS is on the rise and there is a good chance that the Division may see a geographic spread of customers from US, Europe as well as Israel. The number of RFPs being received from foreign OEMs is at the rate of one per month and with a success rate of over 75%. For domestic business, repeat order traction has just begun and the financial year 2015-2016 should see a marked improvement over the last few years.

The growth prospects have prompted the Division to add additional space, to the extent of approximately 25,000 square feet more. The total space with the division is now 59,000 square feet.

Rossell Hospitality

The Division intends operating a total of 25 outlets in NCR in the financial year 2015-16. The relevant Agreements for 9 additional outlets have already been signed. Once the possession is given by the builders, after obtaining necessary clearances, our outlets will become operational there. This should be in phases during the course of the year. Further, 7 outlets would also be identified soon to make them operational as soon as possible. The outlets are coming up in High Streets and Malls.

The Division will be commencing Kebab Xpress operations outside NCR too. Initial target is to open with a new commissary and 5 outlets by March, 2016.

We expect store level sales to enhance in the medium term and then our objective is to target towards breakeven point at outlet level.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in any business and all the Divisions of the Company continue to concentrate on their own business with growth plans in short to medium terms.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Ms. Nayantara Palchoudhuri was inducted to the Board as an Additional Director in the category of Non-Independent Woman Director on and from 6th August, 2014, pursuant to Section 161 read with the second proviso of Section 149 of the Companies Act, 2013 and sub clause II.A of clause 49 of the Listing Agreement.

In terms of Section 161 of the Companies Act 2013, Ms. Palchoudhuri shall hold office up to the date of the ensuing Annual General meeting. The Company has received notice in writing along with the requisite deposit pursuant to Section 160 of Companies Act, 2013, proposing her appointment as Director of the Company. Your Board, based on the recommendation of the Nomination and Remuneration Committee of the Board has recommended the appointment of Ms. Nayantara Palchoudhuri as a Non-independent Director of the Company liable to retire by rotation in terms of Section 152 (6) of the Companies Act, 2013.

The tenure of office of Mr. H.M. Gupta, Executive Chairman expired on 30th April 2015. The Board, on recommendation of the Nomination and Remuneration Committee, at its meeting held on 30th March, 2015 has re-appointed Mr. H. M. Gupta as Managing Director (designated as Executive Chairman) for a further period of 2 years 11 months w.e.f. 1st May, 2015 till 31st March, 2018

subject to approval by the Members at the ensuing Annual General Meeting in terms of Section 188, 196, 197 read with Sec II, Part II of Schedule V and other applicable provisions, if any, of the Companies Act, 2013.

Mr. H. M. Gupta is also subject to re-appointment as Director in the ensuing Annual General Meeting, consequent upon his retirement as a Director by rotation in terms of Section 152(6) of the Companies Act, 2013.

Pursuant to Section 203 of the Companies Act, 2013 the Company has appointed following Key Managerial Personnel with effect from 1st April, 2014:

Mr. H. M. Gupta - Chief Executive Officer (CEO)

Mr. C.S. Bedi - Managing Director, and

Mr. N. K. Khurana - Chief Financial Officer-cum- Company Secretary

STATEMENT ON DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The Declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as under Clause 49.II.B of the Listing Agreement with the Stock Exchanges, were duly received by the Company.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated in the Clause 49 (Revised) under the listing agreement with the stock exchanges.

A separate report on Corporate Governance under the listing agreement, along with certificate from the Practicing Company Secretary confirming the compliance, is annexed as Annexure-1.

DETAILS OF BOARD MEETINGS

The Board of Directors met 6 (six) times during the financial year 2014-2015 on various dates as given here-in-below:

Date of the meeting No. of Directors attended the meeting

1st April, 2014 6

16th May,2014 6

6th August, 2014 6

14th November, 2014 6

4th February, 2015 3

30th March, 2015 6

Further details on Board of Directors are provided in the Corporate Governance Report. COMMITTEES OF THE BOARD a. Audit Committee

The Board has constituted the Audit Committee which comprises of the following Directors:

Name Category of Director Chairman/ Members

Dr. S.S. Baijal Non-Executive-Independent Chairman

Mr. H. M. Parekh Non-Executive-Independent Member

Mr. V. P. Agarwal Non-Executive-Independent Member

Ms. Nayantara Non-Executive Non-Independent Palchoudhuri Director Member

*Appointed as Additional Director by the Board on 06.08.2014.

The Board has accepted all the recommendations made by the Audit Committee during the year.

Further details on the functioning of the Audit Committee are given in the Corporate Governance Report.

b. Nomination & Remuneration Committee

Name Category of Director Chairman Member

Mr. H. M. Parekh Non-Executive-Independent Chairman

Dr. S.S. Baijal Non-Executive-Independent Member

Mr. V. P Agarwal Non-Executive-Independent Member

Further details of Nomination and Remuneration Committee are given in the Corporate Governance Report.

c. Corporate Social Responsibility Committee

Name Chairman / Member

Dr. S. S. Baijal Chairman

Mr. V. P Agarwal Member

Mr. C. S. Bedi Member

Further details of Corporate Social Responsibility Committee are available in the Report on Corporate Governance.

The Committee had approved the CSR policy and the Budget for the financial year 2014-2015 prepared in accordance with the provisions of Section 135 (5)of the Companies Act, 2013. The amount so budgeted was fully spent on or before 31st March, 2015.

The CSR policy is uploaded on Company's website at www.rossellindia.com and the Report on CSR Activities/ Initiatives is enclosed as Annexure-2.

d. Stakeholders Relationship Committee

Name Chairman / Member

Mr. H. M. Parekh Chairman

Mr. V. P Agarwal Member

Mr. C. S. Bedi Member

Further details of Stakeholders Relationship Committee are available in the Report on Corporate Governance.

e. Risk Management Committee

Your Board at its meeting dated 14th November, 2014, has constituted Risk Management Committee of the Board in terms of Clause VI.C of Revised Clause 49 of the Listing Agreement.

Name Chairman / Member

Mr. H. M. Parekh Chairman

Ms. Nayantara Palchoudhuri Member

Mr. C. S. Bedi Member

Further details of Risk Management Committee are available in the Report on Corporate Governance.

ANNUAL PERFORMANCE EVALUATION

In terms of the relevant provisions of the Companies Act, 2013 and Revised Clause 49.II.B.6 of the Listing Agreement, the Board had carried out an annual evaluation of its own performance and that of its Committees as well as individual Directors.

A structured questionnaire was prepared after taking into consideration different views received from the Directors, covering various aspects of the Board's functioning such as adequacy of the Board's composition and structure, Board's culture, execution and performance of specific duties, obligations and governance, effectiveness of Board processes etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like attendance in the meeting, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role by the Independent Directors.

The Independent Directors also carried out the Performance Evaluation in terms of Clause VII (3) (c) of Schedule IV to the Companies Act, 2013 in their separate Meeting held on 30th March, 2015.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is given as Annexure-3.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) read with Rule 7 (Meeting of Board and its Power) Rules, 2014 and Clause 49. II. F of the Listing Agreement, your Company has duly established Vigil Mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of company's code of conducts or ethics policy. Audit Committee of the Board monitors and oversee the vigil mechanism.

The detailed policy related to this vigil mechanism is available in the Company's website at www.rossellindia.com and the same is given as Annexure-4.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March, 2015, and of the profit and loss of the Company for that period;

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

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

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

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

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

M/s. S. S. Kothari & Co., Chartered Accountants, Auditors of the Company will retire at the forthcoming Annual General Meeting. In terms of third proviso to Sec. 139 (2) of the Companies Act, 2013, they are eligible to be re-appointed and accordingly, they offer themselves for re-appointment. The Audit Committee has recommended their appointment as Auditors of the Company to hold office till the conclusion of the next Annual General Meeting.

The report of the Auditors does not contain any qualification, reservation or adverse remark or disclaimer, which requires any further comments or explanations in this report. The Notes to the Financial Statements are also self-explanatory and do not call for any further comments.

COST AUDIT

In terms of Section 148(3) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, M/s. Shome & Banerjee, Cost Accountants has been re-appointed as the Cost Auditor of the Company for the financial year 2015-2016 based on the recommendations of the Audit Committee, by the Board of Directors in its meeting held on 29th May, 2015. Their remuneration is required to be ratified by the Members in the ensuing Annual General Meeting.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. A.K. Labh & Co., Practicing Company Secretaries have been appointed Secretarial Auditors of the Company for

the financial year ended 31st March, 2015. The report of the Secretarial Auditors is enclosed as Annexure-5 to this report. The Report does not contain any qualification, reservation or adverse remark or disclaimer, which requires any further comments or explanations in this report.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and listing agreement. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. All related party transactions are presented to the Audit Committee and the Board, if required for approval. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at the web link: http://www.rossellindia.com/financial-result/ Policy%20on%20Related%20Party%20Transactions.pdf

Necessary disclosure of related party transactions in terms of clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is given in Form AOC-2 as Annexure-6 to this report.

LOANS, GUARANTEES OR INVESTMENTS

Your Company has not provided any Guarantee for any party. An interest free Loan of Rs. 4.50 lakhs was paid to wholly owned subsidiary, CAE Rossell India Ltd. in earlier years and the same remain outstanding as on 31st March, 2015. (Note No. L) Particulars of investments under section 186 of the Companies Act, 2013, as required to be disclosed in terms of Section 134(1)(g) of the Act, has been provided in the accompanying financial statement (Note No. K).

HUMAN RESOURCES

Your Company treats its "human resources" as one of the most important assets. The Management of the Company lays continuous focus on human resources, who are trained from time to time to attain the required standards. The correct recruitment practices are in place to attract the best technical manpower to ensure that the Company maintains its competitive position with respect to execution. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis.

Industrial relations at all the units remain satisfactory; your Company employed 6,195 personnel on its roll as on 31st March, 2015.

During the year under review, the Company did not have any employee on its payroll, who:

a. if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees;

b. if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month;

c. if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

The total remuneration drawn by the Managing Directors and Key Managerial Personnel forms part of Extracts from the Annual Return in Form MGT 9. Mr. H. M. Gupta, Executive Chairman in his capacity as the Chairman and Managing Director of BMG Enterprises Ltd., the Holding Company drew a remuneration of Rs. 6.50 lakhs as consolidated salary pursuant to Section 197 (14) of the Companies Act, 2013.

STATEMENTS OF SUBSIDIARIES / JOINT VENTURES

The wholly owned subsidiary, CAE Rossell India Limited, did not carry out any activity during the year under review.

Your Company has a Joint venture entity named R.V. Enterprizes Pte. Ltd., Singapore, in which the Company holds 26% Equity Shares.

Accompanying Consolidated Financial Statement contains details financials of the Subsidiary / Joint Venture.

RISK MANAGEMENT POLICY

In terms of the requirement of the Companies Act, 2013 and Clause 49.VI of the Listing Agreement, the Company has developed and implemented the Risk Management Policy. The Risk Management Committee of the Board reviews the same periodically.

The major risks and concerns being faced by various business segments of the Company are discussed in report on Management Discussion and Analysis forming part of this Report.

In the opinion of the Board, there is no such element of risk which may threaten the present existence of the Company. REMUNERATION POLICY

The Company follows a policy on Remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. Further details on the same have been given in the Report on Corporate Governance

The required disclosure 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 is given as Annexure-7 to this report.

AWARDS AND RECOGNITION

Your Directors are pleased to advise that in the Gold Medal Tea Competition held during the 5th North American Tea Conference in September, 2014, in Niagara, Canada, the Tea produced by Dikom Tea Estate of the Rossell Tea Division of the Company was placed "2nd" in the worldwide category for black teas. This is the Second time in three years that this estate has won this honour.

Further, Rossell Techsys Division of the Company has been awarded the "Top Indian SME for Aerospace & Defense for the year 2015." The award is instituted by International Aerospace Magazine (SAP Media).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

INTERNAL FINANCIAL CONTROL

Your Company has adequate Internal Financial Control System at all levels of Management and they are reviewed from time to time. The Internal Audit is carried out in house as well as by a firm of Chartered Accountants. The Audit Committee of the Board looks into Auditor's review which is deliberated upon and corrective action taken, where ever required.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years till 31st March 2015. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

DEPOSITS

Your Company has not accepted any deposits from public in terms of provisions contained in Chapter V of the Companies Act, 2013, or in terms of corresponding provisions of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on the Management Discussion and Analysis concerning all the business segments of the Company is given as Annexure-8 to this report.

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

(a) Conservation of energy

(i) the steps taken or impact on conservation of energy

In the various Tea Factories of Rossell Tea Division, replacement of old and outdated equipment, wherever required with energy efficient equipment giving higher output with less energy consumption is an ongoing practice. Some of the steps taken and its impact during the Financial Year 2014-2015 are as under:

- Replacement of old obsolete fuel in-efficient Generators were under taken for 200 KVA and 100 KVA capacities. These have the ability to perform on better units to fuel ratio with better capacity utilization and are Central Pollution Control Board Stage II (CPCBII) compliant. with regulated noise level at 75 db (A).

- Up-gradation of Plant Motorization to Energy Efficient Motors.

- Implementation of an Industrial Pressure Regulating System at one of the Tea Factory. This has achieved a control on supply Pressure thereby reducing the Natural gas consumption entailing conservation of fuel.

- Installing individual DMC (Demand Monitoring Control) units at Tea Factories. This instrumentation controls the consumption of Demand power coupled with the facility of a command to avoid human error.

Rossell Techsys Division is currently operating out of leased premises in Whitefield, Bangalore. The Division utilizes, largely, single phase power, for its tools and equipment. However, the Division does have a practice in place, as part of its ISO 14001 practices to regulate the use of power during and outside regular working hours. There is a standard operating practice in place for conserving of power using diligence.

(ii) the steps taken by the company for utilizing alternate sources of energy

Rossell Tea Division is studying the possibility of using solar panels for generation of electricity at 2 of its Tea Estates in Assam. This is in view of lower Solar Irradiance in the North East region of the Country.

Rossell Techsys Division in view of certain restrictions in the leased premises, cannot use solar panels or any other alternative source of energy.

(iii) the capital investment on energy conservation equipments

All the equipment and machinery are acquired with energy conservation in view. Thus the extent of investment cannot be separately quantified. However, the capital investments during the year ended 31st March, 2015 on acquisition of energy conservation equipment in particular was ' 23.52 lakhs in Rossell Tea.

(b) Technology absorption

(i) the efforts made towards technology absorption

In-house seminars, discussions with experts and training programme were held for innovative ideas of production and to update the staff. The concerned staff members are also sponsored to attain various seminars and workshops for updating themselves in various aspects of the functioning of the Company.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution

There has been an overall improvement in quality of product and labour productivity, which results in economy in cost.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

Not Applicable

(iv) the expenditure incurred on Research and Development

The Company is a Member of Tea Research Association, Kolkata, which is registered under Sec. 35 (1) (ii) of the Income tax Act, 1961. A contribution of Rs.11.00 lakhs during the year towards subscription by Rossell Tea Division.

All the Research and Development work done in Rossell Techsys Division is customer specific and for their exclusive purpose. Thus the cost thereof is absorbed by the respective project cost and not required to be accumulated separately.

For and on behalf of the Board

Place : Kolkata H. M. Gupta Date : 29th May, 2015 Executive Chairman


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting their Twentieth Annual Report together with the Audited Accounts for the yearended 31st March, 2014.

FINANCIAL RESULTS Rs in Lakhs

Particulars Year ended Year ended 31 March, 2014 31 March, 2013 Profit before Finance Cost and Depreciation 4,173.74 3,067.31 Less: Finance Cost 884.55 217.69 Profit before Depreciation 3,289.19 2,849.62 Less : Depreciation 416.00 306.86 Profit before Exceptional Items 2,873.19 2,542.76 Exceptional Item - 1,358.45 Profit before Taxation 2,873.19 3,901.21 Less: Provision for Current Taxation 650.00 820.00 Deferred Taxation adjustment 183.00 53.00 Profit after Taxation 2,040.19 3,028.21 Add: Balance Brought Forward 344.53 329.57 Profit available for Appropriation 2,384.72 3,357.78 Appropriated as under: General Reserve 1,800.00 2,800.00 Dividend on Equity Shares Proposed @ 25% (2013-25%) 183.48 183.48 Tax on Dividend 31.18 29.77 Balance Carried Forward 370.06 344.53

2,384.72 3,357.78

DIVIDEND

The Directors are pleased to recommend to the Members, for their approval, a dividend of Rs 0.50 per Equity Share of Rs 2 each in the Company for the year ended 31st March, 2014.

REVENUE

The gross revenue from operation of your Company including sale of tea, receipts for technical and support services and those of Rossell Hospitality division was Rs 14,142.72 lakhs for the current year as against Rs 10,596.64 lakhs in the previous year. This represents an increase of Rs 3,546.08 lakhs i.e. 33.46%

PERFORMANCE

Rossell Tea

The Directors view with great satisfaction your Company''s performance for the year under review. The Tea Division achieved averages which were among the highest in the industry. More importantly Rossell Tea''s position as a producer of top quality teas was further reinforced. Our teas continue to be a benchmark for top quality teas, out of Assam, both Orthodox and CTC.

The Division''s average for its tea in 2013-14 was Rs 220.70 per kg. against Rs 210.22 per kg. in 2012-13 and Rs 171.52 per kg. in 2011-12. This reflects an increase of Rs 10.48 per kg. i.e. 5.0% over 2012-13. Significantly the all in average for Assam teas in 2013-14 was Rs 149.67 per kg. It was another year of consistent quality at Rossell.

After a slow start in March 2013, the tea harvest settled down quickly to good intakes generally across Assam. Whilst CTC demand was a little sluggish the orthodox market was buoyant, due to good demand from Iran as also a more efficient LC trade. This in turn led to a higher production in Assam by 28.02 million kgs. over the previous year. Unlike 2012-13, orthodox market was strong and the additional quality produced was easily absorbed. On the cue of a buoyant orthodox market your Company''s product was readily accepted at attractive prices, averaging Rs 247.07 per kg. against Rs234.85 per kg. last year and the Assam average which was at a record high of Rs 200.61 per kg.

The CTC averages for Assam in 2013-14 were Rs 143.99.Your Company''s averages were Rs 186.17 per kg. In a defining performance, yet again Rossell Tea outperformed the market.

The Division''s exports were robust and grew to 1.24 million kgs. as against 1.02 million kgs in 2012-13. In volume terms Rossell registered a 21.70% increase. Per kg. realization was higher by 35.02%. This is on the back of an outstanding performance in the previous year 2012-13.

As reported last year climatic aberrations are a part and parcel of agricultural activity in North East India. Whilst 2012-13 can be considered as overall one of the best years climatically, the year ended with a very dry March 2014, impacting negatively an otherwise excellent crop performance for the year.

In keeping with the increasing threat perception of erratic weather, your Company has continued cultural and other operations to mitigate the efforts of late rains. Whilst irrigation at Nagrijuli, Bokakhat and Romai T.Es. was augmented, facilities at Dikom and Namsang were added to cover 110 hectares of plantation on the both latter estates.

The Division in keeping with its long-term plan for asset strengthening continued to upgrade and modernize its assets, especially at Namsang and Dikom T.Es. The DivisionRs s uprooting and replanting development plans are on course. At Rossell long-term goals are central to its policy direction and this remains unchanged.

The Divisions product-mix has been an amalgam of orthodox and CTC, at all times tied to individual estate''s core competence. This has continued to pay dividends. Our policy of prudent product-mix, cost management and productivity enhancement has helped us negate inflationary pressures to an extent.

ACQUISITION

As reported in the previous year, Namsang T.E. and Kharikatia T.E were acquired in June, 2012 and November 2012 respectively. Both the Estates have overall performed well during the year under review, despite suffering from a severe drought earlier in 2013. Both estates added significantly to the Company''s top and bottom-line growth.

Our crop during the year under review was 54.82 lac kgs. as against 43.54 lac kgs. in the previous year. This crop included the production of 5.73 lac kgs. from Namsang T.E. and 7.66 lac kgs. from Kharikatia T.E. Including bought leaf, the total production was 55.59 lac kgs. in 2013-14.

AVIATION PRODUCTS AND SERVICES

Aerotech Services continues to provide product support services for OEMs for the fifth year on their equipments fitted on aircraft, helicopters, ships and other platforms in India. Aerotech Services has been able to achieve very high customer and OEM satisfaction levels.

Rossell Techsys (RT) main thrust areas are manufacture of looms and harnesses, design and development of automatic test benches, system integration and embedded software solutions. The Division has achieved certifications, which conform to international standard.

ROSSELL HOSPITALITY

Based on the encouraging response from the first two outlets of Rs Kebab Xpress" (KX), Rossell Hospitality (RH) expanded the number of outlets during the year from two to seven in the NCR Region. Consistency in quality of our products, excellent service and high level of hygiene are well appreciated by our customers in all the outlets.

PROSPECTS

Rossell Tea

World black tea production in season 2013 was higher by 7.94% as compared to season 2012. Production from Kenya in particular showed a record surplus of 62.90 million kgs. increasing the overall supply of CTC teas to the global market. Sri Lanka was higher by 11.90 million kgs. adding to the increased orthodox production in India and thereby increasing orthodox supply to the global market as well.

In India there was a record increase of 73.70 million kgs. over the previous year resulting in the crop being 1,200 million kgs. as against 1,126.30 million kgs. in 2012 i.e. 6.54% higher, with the major increase coming from North India, which was 7.94% higher than 2012. Overall the Indian production has been well absorbed by the markets. The supply demand balance currently is equitable.

It appears from the product mix availability particularly at the auctions that the major part of this increase came from the small growers. The demand for quality tea was very strong which is reflective with 10.92% of teas selling over Rs 195 per kg. as against only 6.98% in the previous year. The bottom of the market showed an increase of 30.56% of teas selling below Rs 120 per kg. as against only 20.18% in the previous year clearly indicating a preference for quality and buyer''s willingness to pay premiums. Plainer varieties being discounted in prices. This trend is being reinforced year after year.

Needless to mention that changing weather patterns are creating new challenges every year whether they be in the form of drought, pest infestation, high temperatures or excess rainfall. These factors are preventing the entire tea industry from following traditional norms and practices. Rising cost of all inputs, especially fertilizers and pesticides, fluctuating power supply, hence more self-generation are resulting in substantial increase in the cost. These challenges are real and action to combat such a situation in an organized manner has already been put in place. The start of season 2014 has been sluggish, owing to late and inadequate rains in March and April. This has affected the plantations with the late drought ensuring a poor cropping April. Urgent precipitation is required for the bushes to recover.

AVIATION PRODUCTS AND SERVICES

The Government of India has issued new Defence Procurement Policy 2013. The Govt. has made a major change whereby ''Make and Buy Indian'' has been given the highest priority. Buy Global has been made the last choice. The Govt. expects for greater

participation by the private sector in aerospace manufacture with the objective of reducing imports.

Major OEMs are assessing Indian companies for JVs / partners for growing their business by transferring technologies and enhancing Indian manufacturing capabilities.

Another OEM has issued Request for Proposal (RFP) for providing support for their equipment. We are in the process of finalizing these agreements on long term basis. With the addition of these two agreements, Aerotech Services revenue will grow up substantially.

In RT, all the hard work, investment and commitment to the offset business in the aerospace and defence domain have begun reaping benefits. We have also seen traction in 2 of the three main competencies that we have invested in - wire harness and looms and test solutions. In the wire harness and looming competency, the Division has obtained its very first export order from the world''s largest aircraft manufacturer, The Boeing Company. This breakthrough has paved the way for more such orders in the future. Apart from the order that we have received, we had received two more RFPs, one on a single source basis and the other on a competition basis. We are in final stages of discussions for the bid submitted on a single source basis and expected the order to be placed by June, 2014. Deliveries against both these orders are spread over 3 to 4 years. It is also to be noted that the Division has started executing the first order and has established strong credentials and a robust reputation for quality and on time performance.

Thus, RT Division is well poised for growth in the next 3 to 5 years. Prospects of rapid growth are now real. The coming year looks exciting for growth. It also means that the Division will need to also invest in land and other infrastructure to create the facilities to meet the challenges of growth.

ROSSELL HOSPITALITY

The QSR Industry in India has undergone significant changes. The eating habits and preferences of people in India have seen a significant shift. The industry is experiencing a new era because of changes in the attitude of the consumers, who wishes to try a new variety of dishes and food items.

In spite of this current economic scenario, RH is expecting its sales to be higher in coming months. RH has put forward a strong foothold in Quick food sector and the prospects are promising. We are delighted to report that the Division fared reasonably well in the financial year 2013-14 even in the midst of rough macroeconomic headwinds and intensifying competition, thanks to a visionary foundation and strong business model, both of which kept us poised to seize the attractive growth opportunities that came your way.

SUBSIDIARY COMPANY

The fully owned Subsidiary, CAE Rossell India Ltd. did not carry out any activity during the year under review.

STAFF WELFARE AND SOCIAL ACTIVITIES

The Company continues to espouse the principles of welfare safety and health of its working force in a clean and congenial environment. Worker''shealth and well-being continues to be a priority with your Company. The infrastructure in the areas of welfare schemes, health, hygiene, education and a clean potable water supply continues to be strengthened. The sanitation initiative of the UNICEF has been taken forward very strongly in the last few years. Sanitation for all is a focus area with your Company.

Your Company is fully aware of its corporate social responsibilities and our emphasis in respect thereof is briefly enumerated below:

a. Environment

To further enhance this perspective the Company has decided to go in for Rainforest Alliance for its estates. Sustainable Agriculture, environmental protection and societal development are its main thrust areas. At Rossell we would further reinforce these imperatives.

b. Education

Well equipped schools for workers children at all estates.

c. Health

i. Clean potable water for the entire population where our estates are located.

ii. Well equipped hospital with trained and dedicated staff.

iii. Regular monitoring of pre and post natal care for mother and child.

iv. A sanitation scheme in partnership with UNICEF.

v. Organizing camps for eye care, pulse polio and regular sterilization camps.

vi. AIDS awareness

vii. At the grass root level mother''s clubs to disseminate information on health, hygiene and alcoholism.

viii. Vocational centers for knitting and tailoring

ix. Malaria prevention scheme.

d. Other Areas

The Company is putting in place plans for skill development programmes, and women empowerment projects.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 (the Act), your Directors state and confirm the following:

(i) That in preparation of the Company''s Annual Accounts for the year ended 31st March, 2014 the applicable accounting standards have been followed and proper explanations have been provided for material departures, where applicable.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2014 and of the Profit of the Company for that financial year.

(iii) That the Directors have 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 irregularity.

(iv) That the Directors have prepared the Annual accounts for the year ended 31st March, 2014 on a going concern basis.

CORPORATE GOVERNANCE

Your Company is complying with the Corporate Governance Code as prescribed in Clause 49 (Revised) of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance along with the Auditor''s Certificate on its compliance is annexed to this report.

DIRECTORS

Mr. P.L. Agarwal, an Independent Director on the Board of the Company tendered his resignation and ceased to be a Director on and from 28th March, 2014. Your Directors put on record their gratitude for the valuable advices given by Mr. Agarwal from time to time during his tenure as Director.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as under Clause 49 of the Listing Agreement

Dr. S. S. Baijal, an Independent Director on the Board of the Company, re-appointed in the Annual General Meeting held on 11th August, 2011 retires by rotation as per the provisions of Section 256 of the Companies Act, 1956. Dr. Baijal, being eligible to be an Independent Director of the Company is proposed to be re-appointed for the period from the date of the Annual General Meeting to 31st March, 2019, pursuant to Section 149 (10) of the Companies Act, 2013.

PERSONNEL

Your Directors record their appreciation for contribution and co-operation of all the employees.

Particulars required to be furnished as per Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975 (as amended) in respect of employees of the Company, who were in receipt of remuneration exceeding Rs 60.00 lakhs per annum where employed for full year or Rs 5.00 lakhs per month where employed for a part of the year, are given in Annexure II to this Report.

AUDITORS

M/s. S. S. Kothari & Co., Chartered Accountants, Auditors, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Audit Committee has recommended their appointment as Auditors of the Company.

For and on behalf of the Board

Place : Delhi Date : 16th May, 2014 H. M. Gupta Executive Chairman


Mar 31, 2012

The Directors have pleasure in presenting their Eighteenth Annual Report together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS Rs. in Lakhs

Year ended Year ended

31.03.2012 31.03.2011

Profit before Interest and Depreciation 2,604.43 2,736.49

Less: Interest (Net of subsidy) 56.17 139.68

Profit before Depreciation 2,548.26 2,596.81

Less : Depreciation 195.74 180.10

Profit before Exceptional Item 2,352.52 2,416.71

Exceptional Item 72.00 -

Profit before Taxation 2,280.52 2,416.71

Less : Provision for Current Taxation 475.00 485.00

Deferred Taxation adjustment (65.00) 5.00

Profit after Taxation 1,870.52 1,926.71

Add: Balance Brought Forward 429.65 474.11

Profit available for Appropriation 2,300.17 2,400.82

Appropriated as under :

General Reserve 1,800.00 1,800.00

Dividend on Equity Shares

Proposed @ 20% (2011-20%) 146.79 146.79

Tax on Dividend 23.81 24.38

Balance Carried Forward 329.57 429.65

2,300.17 2,400.82

DIVIDEND

Your Directors are pleased to recommend to the Members, for their approval, a dividend of Rs.0.40 per Equity Share of Rs.2 each in the Company for the year ended 31st March, 2012.

TURNOVER

The gross turnover of your Company including the receipts for technical and support services was Rs.7,983.43 lakhs for the current year as against Rs. 7,593.25 lakhs in the previous year.

Own crop during the year was 39.43 lakh kgs. as against 39.66 lakh kgs. in the previous year. The total crop inclusive of bought leaf production was 39.93 lakh kgs., as against 40.03 lakh kgs. in the previous year. The marginal decline in crop is attributable to adverse weather conditions in the later part of the year under review.

PERFORMANCE

Rossell Tea

The Directors view with utmost satisfaction your Company's performance during the year under review. The Company once again achieved averages which were amongst the highest in the industry and continued to consolidate its position as amongst the best quality tea producers in Assam.

The Company's averages for its produce for the year under review was Rs. 171.52 as against Rs. 170.45 in the previous year. The average for Assam stood at Rs.122.64 per kg. These averages continue to reflect the high quality management and efforts that go into making tea at Rossell.

The year 2011 - 12 saw steady CTC prices whilst orthodox prices in the auctions declined sharply by Rs. 22 per kg. on the back of payment problems in Iran and teething problems following the introduction of the e-auction for orthodox teas. However, outperforming the market your Company achieved averages marginally higher than previous year. This was made possible by higher exports of orthodox teas during the year and this, under the given circumstances, was a noteworthy performance. Exports grew 58% in volume terms, whilst realization values were higher by 9.76%.

Climate change continued to affect production levels. The period October 2011 to March 2012 saw one of the driest periods in the history of tea cultivation and this resulted in a very poor back end crop. In March 2012, with the continuing drought the Company's production was again affected resulting in a total annual production of 39.93 lac kgs for the year under review. However, our investments in the area of irrigation helped restrict the impact of the drought to a great extent.

During the year, the Company continued to upgrade and modernize its assets. Field development continued with uprooting and replanting targets being fully met. The Company has over the years continued to take a long term development perspective and this policy continues unchanged.

Our continuing policy of a prudent product mix once again paid dividends and helped in maintaining profitability at around 2010-11 levels. However 2011-12 saw very high inflationary levels with costs of all inputs rising to unexpected levels. The recent wage agreement in Assam will further affect the cost of production.

Aviation Products and Services

During the year under review, Vankesh Avionics Technologies Division has been rechristened as Rossell Techsys in May 2011. Simultaneously, a new world class facility has been setup in Bangalore which is involved in customized engineering solutions. The Company's main thrust areas are manufacture of loom and harnesses, design and development of automatic test equipment, system integration and embedded software solutions. Rossell Techsys has achieved international quality standards by getting AS 9100 Rev C and supplied equipments to various Public Sector Undertakings and Defense Research & Development Organizations.

Ameritech Services continues to provide product support services for OEM equipments fitted on various aircraft, helicopters and ships in India. As per the long term contract, the quantum of work has increased adding ground based platforms.

Russell Hospitality

A new Division known as Rossell Hospitality was created on and from 1st December, 2011. This Division of the Company has decided to start an Indian Quick Service Restaurant (QSR) chain which would be called "Kebab Xpress".

PROSPECTS Rossell Tea

World Black Tea production in 2011 has been lower by 25.75 million kgs. compared to 2010. African production was lower across the board, led by Kenya which saw a decline of 21.10 million kgs. Indian production of 988 million kgs. though higher by 22 million kgs. over the previous year, belied the early season hope of achieving 1.0 billion kgs. of production for the year, due to very dry conditions from October 2011 to March 2012. The opening to the new season globally, has been slow and all major black tea producing countries i.e. India, Sri Lanka and Kenya are running behind last year.

Poor back end crops have resulted in very tight opening stocks in the new season especially for CTC teas. The cumulative shortage in the market clearly indicates that CTC prices will be very buoyant and prices thus far confirm this. We expect CTCs to sell well through the year. There will be a large price concertina difference between medium and good teas. Orthodox too should sell well at levels higher than the previous year. Quality would continue to be the buzzword through 2012, along with the rising consumption trends in India.

Each year presents new challenges, be it drought, erratic weather patterns, or uncertain conditions in major orthodox consuming countries or rising cost of production. However, your Directors still view the year ahead with cautious optimism.

Aviation Products and Services

Rossell Techsys has signed a Memorandum of Understanding (MOUs) as an offset partner with Original Equipment Manufacturers (OEMs) against various defense and aviation contracts already signed between Ministry of Defiance and foreign OEMs. We envisage significant growth in the offset segment.

Aerotech Services has been approached by new OEMs to provide product support services for their equipment fitted on various platforms.

Rossell Hospitality

Your Company initially proposes to open outlets in Delhi and will expand within India and thereafter globally. With a population of 1.2 Billion, India represents one of the largest consumer markets in the world. Additionally, the country enjoys one of the largest and most balanced demographics in terms of age, as India has more than 50% of its population below the age of 25 and more than 65% is below the age of 35. The tremendous growth in its population of young people is likely to bring about a shift in the Indian food service trends, as the young population drives the demand for processed foods. This would provide an impetus for the growth of the food service industry. The quick service restaurant landscape is dominated by western food chains offering western food with very limited Indianisation of the menu. Two income families and larger disposable income in India have generated demand for different type of food services, and QSR format addresses an important need of customers. The growth opportunities for Indian Fast Food has great potential in both India and globally.

SUBSIDIARY COMPANIES

During the year under review the entire shareholdings of Sigma Microsystems Private Limited was divested and sold on 29th June, 2011. Consequently, this Company ceased to be a Subsidiary of the Company thereafter.

Rossell Aviation Private Limited, the fully owned Subsidiary of your Company as on 31st March, 2012, entered into a Joint Venture Agreement with CAE International Holdings Ltd., Canada on 4th August, 2011, subject to approval from the Foreign Investment Promotion Board (FIPB). The required approval has since been received. The Company is in the process of changing its name to CAE Rossell India Ltd.

Upon implementation of the said Agreement, the Company will provide training solutions for projects primarily related to the Offset obligations that foreign OEMs need to fulfill under their contract with the Ministry of Defence. The Company will undertake installation, maintenance and operation of Simulators for the life of the program.

DIVESTMENT IN LEMON TREE HOTELS

As you will observe from the accounts, your Company had invested Rs. 2,947.51 lakhs as on 31st March, 2012 in Lemon Tree Hotels. Your Company has since sold and transferred its entire shareholding in Lemon Tree Hotels on 30th April, 2012 at an attractive price.

ACQUISITION OF NAMSANG TEA ESTATE

Your Company has signed an agreement dated 20th April, 2012 with Dhunseri Petrochem & Tea Ltd., Kolkata to purchase and acquire their Namsang T. E., Dibrugarh, Assam as a going concern in June, 2012.

This will enlarge the production base of your Company, which would surpass 5 million kgs. shortly.

Keeping in view our expansion plans, your Directors are on the look out for more Tea Estates both in India and overseas.

STAFF WELFARE AND SOCIAL ACTIVITIES

The Company has always espoused the principles which encompass welfare, health and safety of the employees at all levels. Workers health and well-being continues to be a priority with your Company. The infrastructure in the areas of welfare schemes, health, hygiene, education and water supply is being further upgraded. The sanitation initiative undertaken with UNICEF has been taken to the next level in the year under review.

Your Company is fully aware of its Corporate Social Responsibilities and our emphasis in respect thereof is briefly enumerated below:

a. Environment

To adopt environmental friendly agriculture and manufacturing policies.

b. Education

Well equipped schools for workers' children at all Estates.

c. Health

i. Clean potable water for the entire population in the area where our Estates are located.

ii. Well equipped hospital with trained staff.

iii. A sanitation scheme in partnership with UNICEF.

iv. Organizing camps for eye care, pulse polio for children and regular camps for sterilization.

v At the grass root level, mothers club to disseminate information on health, hygiene and alcoholism.

vi. Vocational centre's for knitting and tailoring.

vii. Malaria prevention scheme.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 (the Act), your Directors state and confirm the following:

(i) That in preparation of the Company's Annual Accounts for the year ended 31st March, 2012 the applicable accounting standards have been followed and proper explanations have been provided for material departures, where applicable.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2012 and of the Profit of the Company for that financial year.

(iii) That the Directors have 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 irregularity.

(iv) That the Directors have prepared the Annual Accounts for the year ended 31st March, 2012 on a going concern basis.

CORPORATE GOVERNANCE

Your Company is complying with the Corporate Governance Code as prescribed in Clause 49 (Revised) of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance along with the Auditors' Certificate on its compliance is annexed to this report.

DIRECTORS

In accordance with the provisions of Article 150 of the Articles of Association of the Company, Mr. V. P. Agarwal retires at the forthcoming Annual General Meeting, but being eligible offers himself for re-appointment.

The terms of appointment of Mr. H. M. Gupta, Executive Chairman expired on 30th April, 2012. Accordingly, in the Meeting of the Board of Directors held on 17th April, 2012 and 17th May, 2012, he was re-appointed as Executive Chairman for a further period of three years from 1st May, 2012 to 30th April, 2015, subject to approval by the Members of the Company in the ensuing Annual General Meeting.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

Your Directors are pleased to provide the information required to be disclosed in accordance with Section 217(1)(e) of the Act, read with the above Rules, in Annexure I hereto forming part of the Report.

PERSONNEL

Your Directors record their appreciation for contribution and co-operation of all the employees.

Particulars required to be furnished as per Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975 (as amended) in respect of employees of the Company, who were in receipt of remuneration exceeding Rs.60.00 lakhs per annum where employed for full year or Rs.5.00 lakhs per month where employed for a part of the year, are given in Annexure II to this Report.

AUDITORS

M/s. S. S. Kothari & Co., Chartered Accountants, Auditors, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Audit Committee has recommended their appointment as Auditors of the Company.

For and on behalf of the Board

Place : Kolkata H. M. Gupta

Date : 17th May, 2012 Executive Chairman


Mar 31, 2011

The Directors have pleasure in presenting their Seventeenth Annual Report together with the Audited Accounts for the year ended 31st March, 2011.

CHANGE OF NAME OF THE COMPANY

As approved by you by way of Special Resolutions passed by Postal Ballot on 7th April, 2011, the name of the Company has been changed to ROSSELL INDIA LIMITED as per the Fresh Certificate of Incorporation consequent upon Change of Name dated 19th April, 2011 issued by the Assistant Registrar of Companies, West Bengal.

SUB DIVISION OF EQUITY SHARES

As approved by you by way of Ordinary Resolutions passed by Postal Ballot on 21st December, 2010, each Equity Share of Rs.10 each of the Company was sub divided into 5 Equity Shares of Rs. 2 each. The new Equity Shares were allotted on 22nd January, 2011.

FINANCIAL RESULTS Year ended Year ended

31.03.2011 31.03.2010

Rs. in Lacs Rs. in Lacs

Profit before Interest and Depreciation 2,735.15 2,890.37

Less: Interest (Net of subsidy) 138.34 227.11

Profit before Depreciation 2,596.81 2,663.26

Less : Depreciation 180.10 164.17

Profit before Taxation 2,416.71 2,499.09

Less : Provision for Current Taxation 485.00 500.00

Deferred Taxation adjustment 5.00 68.00

Profit after Taxation 1,926.71 1,931.09

Add : Balance Brought Forward 474.11 214.75

Profit available for Appropriation 2,400.82 2,145.84

Appropriated as under :

General Reserve 1,800.00 1,500.00

Dividend on Equity Shares

-Interim Paid @ Nil

(2010-10% on Equity Share Rs. 10 ) - 73.39

- Final proposed @ 20%

(2010-10% on Equity Share Rs. 10 ) 146.79 73.39

Tax on Dividend 24.38 24.95

Balance Carried Forward 429.65 474.11

2,400.82 2,145.84

DIVIDEND

Your Directors are pleased to recommend to the Members, for their approval, a dividend of Rs.0.40 per Equity Shares of Rs.2 each in the Company for the year ended 31st March, 2011.

TURNOVER

The gross turnover of your Company including the receipts for technical and support services was Rs.7,593.25 lac for the current year as against Rs. 7,646.41 lac in the previous year.

Own crop during the year was 39.66 lac kgs. as against 42.67 lac kgs. in the previous year. The total crop inclusive of bought leaf production was 40.03 lac kgs., as against 42.89 lac kgs. in the previous year. The decline in crop is attributable directly to very adverse weather conditions and severe pests infestation on the South Bank Estates during the year under review.

PERFORMANCE Rossell Tea

The Directors view with great satisfaction your Companys performance for the year under review. Company achieved averages which were the highest in the industry and continued to retain its position as amongst the best quality producers of Orthodox Tea.

Companys average for its produce for the year 2010-11 was Rs. 170.45 per kg. as against Rs.159.68 per kg. registering an increase of 6.75%. The average for Assam stood at Rs.129.00 per kg. These averages reflect the effort and standards that go into making tea at Rossell.

Company continued to upgrade and modernize its assets and facilities. The Companys policy of uprooting and replanting to replace ageing bushes in the field continues to be an ongoing developmental policy with a long term perspective.

Inclement weather conditions followed by a widespread attack of helopeltis in June 2010 hit all Estates in Upper Assam. As with all other companies, this resulted in a loss of valuable second flush crop on all Estates located in the area. Company was able to overcome these negatives and this loss was minimized. Our continued policy of maximizing quality orthodox production, resulted in maintaining profitability almost at the same levels as the previous year inspite of 7.05% lower crop for the year and rising prices of all inputs and resultant inflationary pressures.

Aviation Products and Services

During the year 2010-11 the turnover of the company from Aviation Products and Services was Rs.835.89 lacs as against Rs.839.24 lacs in the year 2009-10.The profit before interest and tax was Rs.347.97 lacs as against Rs.446.74 lacs in the previous year.

Aerotech Services Division as per the long term agreements signed with multi national companies, continued providing product support services for their equipments fitted on various aircraft, helicopters and ships in India.

Vankesh Avionics Technologies is involved in design, development and production. It has continued with its main thrust areas, namely, harnessing and loom manufacture, testing and integration, systems integration, design and development of Automatic Test Equipment. Company has supplied equipments to various Public Sector Undertakings and various Defence Research & Development Organisations.

PROSPECTS

Rossell Tea

With pipeline stocks very tight and a cumulative shortage internally of over 80 million kgs, fuelled by rising consumption, the Indian market continues to be demand led. The shortfall in the global tea market eased significantly in 2010 on the back of large increase in production out of Kenya and Sri Lanka. On the domestic front in 2010, the Indian production was 966 million kgs. as against 979 million kgs. in 2009. Overall the prospects in 2011 reflect a strong market for CTC teas which we expect will sell strongly through the year at most satisfactory levels.

The orthodox teas have started season 2011 strongly. We look forward to the Government of India resolving the banking imbroglio for continued exports to Iran. Nonetheless a quality product will continue to sell well, be it CTC or Orthodox. Your directors view the year ahead with cautious optimism.

Aviation Products and Services

Against various defence and aviation contracts already signed between Ministry of Defence and foreign Original Equipment Manufacturers (OEMs), we envisage that from the second half of this year, these foreign companies will now start giving offset contracts to Indian companies.

STAFF WELFARE AND SOCIAL ACTIVITIES

The Company continues to espouse the principles of welfare, safety and health of its working force in a clean and congenial environment. Workers health and well-being continues to be a priority with your Company. The infrastructure in the areas of welfare schemes, health, hygiene, education and a clean potable water supply continues to be strengthened. The sanitation initiative of the UNICEF has been taken forward very strongly in the year under review. Sanitation for all is a focus area with your Company.

Your Company is fully aware of its corporate social responsibilities and our emphasis in respect thereof is briefly enumerated below :

a. Environment

To adopt a holistic approach towards the protection of the environment, through sustainable pursuit of agriculture as also through good manufacturing practices. Awareness camps on the environment are held regularly on all estates.

b. Education

Well equipped schools for workers children at all Estates.

c. Health

i. Clean potable water for the entire population where our Estates are located.

ii. Well equipped hospital with trained and dedicated staff.

iii. Regular monitoring of pre and post natal care for mother and child.

iv. A sanitation scheme in partnership with UNICEF.

v. Organizing camps for eye care, pulse polio and regular sterilization camps.

vi. AIDS awareness.

vii. At the grass root level mothers clubs to disseminate information on health, hygiene and alcoholism.

viii. Vocational centers for knitting and tailoring.

ix. Malaria prevention scheme.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 (the Act), your Directors state and confirm the following:

(i) That in preparation of the Companys Annual Accounts for the year ended 31st March, 2011 the applicable accounting standards have been followed and proper explanations have been provided for material departures, where applicable.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2011 and of the Profit of the Company for that financial year.

(iii) That the Directors have 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 irregularity.

(iv) That the Directors have prepared the Annual Accounts for the year ended 31st March, 2011 on a going concern basis.

CORPORATE GOVERNANCE

Your Company is complying with the Corporate Governance Code as prescribed in Clause 49 (Revised) of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance along with the Auditors Certificate on its compliance is annexed to this report.

DIRECTORS

In accordance with the provisions of Article 150 of the Articles of Association of the Company, Dr. S.S. Baijal retires at the forthcoming Annual General Meeting, but being eligible offers himself for re-appointment.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

Your Directors are pleased to provide the information required to be disclosed in accordance with Section 217(1)(e) of the Act, read with the above Rules, in Annexure I hereto forming part of the Report.

For and on behalf of the Board

H. M. Gupta

Executive Chairman

Place : Kolkata

Date : 18th May, 2011


Mar 31, 2010

The Directors have pleasure in presenting their Sixteenth Annual Report together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

Year ended Year ended

31.03.2010 31.03.2009

Rs. in Lacs Rs. in Lacs

Profit before Interest and Depreciation 2,890.37 1,352.82

Less: Interest (Net of subsidy) 227.11 209.53

Profit before Depreciation 2,663.26 1,143.29

Less: Depreciation 164.17 136.61

Profit before Taxation 2,499.09 1,006.68

Less: Fringe Benefit Tax - 12.50

Provision for Current Taxation 500.00 185.00

Deferred Taxation adjustment 68.00 113.00

Profit after Taxation 1,931.09 696.18

Balance Brought Forward 214.75 356.76

Transfer from Exchange Rate Variation Reserve - 90.61

Profit available for Appropriation 2,145.84 1,143.55

Appropriated as under:

General Reserve 1,500.00 800.00

Dividend on Equity Shares

- Interim Paid @ 10% 73.39 - - Final proposed @ 10% (2009-15%) 73.39 110.09

Tax on Dividend 24.95 18.71

Balance Carried Forward 474.11 214.75

2,145.84 1,143.55

DIVIDEND

Your Directors at its Meeting held on 28th October, 2009 declared an interim dividend of Rs.1.00 per Equity Share of Rs.10 each in the Company. The Directors are now pleased to recommend to the Members, for their approval, a dividend of Rs.1.00 per Equity Shares of Rs.10 each in the Company aggregating Rs.2.00 per Equity Share i.e. 20% on the Equity Share Capital of the Company for the year ended 31st March, 2010, as against 15% paid for the year ended 31st March, 2009.

TURNOVER

The gross turnover of your Company, including the receipts for technical and support services was Rs.7,646.41 lacs for the current year as against Rs.5,751.78 lacs in the previous year.

Own crop during the year was 42.67 lac kgs. against 41.52 lac kgs. of the previous year. The total crop inclusive of bought leaf production was 42.89 lac kgs. as against 41.67 lac kgs. of the previous year.

PERFORMANCE

Rossell Tea

The Directors view with utmost satisfaction your Companys performance during the year under review. The Company continued to build on the good performance of the recent past and achieved price averages which were among the highest in the Industry. With consistent quality levels your Company outperformed the market.

The Company continued its focus on the quality standards of its produce and maximized production of Orthodox Teas, which constitutes nearly 75% of its annual production. The CTC Teas produced during the year also met with good demand.

The Company continued to upgrade and modernize its manufacturing facilities. The Companys policy of uprooting and replanting to replace ageing bushes on the field is an ongoing development activity.

The Companys average for its produce for the year 2009-10 was Rs. 159.68 per kg. as against Rs. 128.46 for the year 2008-09, an increase of Rs.31.22 per kg. or 24.30% in 2009-10 over that of 2008-09. The average for Assam for the year 2009-10 stood at Rs.121.06 per kg. The averages fetched by the Company reflect the high quality standards achieved over the years.

Aviation Products and Services

During the year 2009-10, the turnover of the Company from Aviation Products and Services was Rs.839.24 lacs as against Rs.388.26 lacs in year 2008-09, indicating a growth of more than 116%. The profit before interest and tax also increased substantially to Rs.446.74 lacs as against a profit of Rs.87.54 lacs only in the previous year.

Aerotech Services Division has successfully signed long term agreement with multi national companies for providing product support services for their equipments fitted on various aircrafts, helicopters and ships in India. It is also involved in integration and installation of navigation equipments at more than 50 different locations all over India.

Vankesh Avionics Technologies became a Division of the Company in October, 2008 and was primarily involved in design and development. However, since the Companys take over, it has been converted into a production unit. Its main thrust areas are harness and loom manufacturing, testing and integration, system integration, design and development of Automatic Test Equipments (ATEs) for ground testing of aircraft and spacecraft sub- systems.

PROSPECTS

The season 2010 - 11 commenced with a very large global mismatch of supply and demand due to poor crops in 2009 - 10 in Kenya and Sri Lanka. However in a matter of months the crop situation reversed itself in India, Kenya and Sri Lanka, and by end - March, 2010 world crops were +82.9 million kgs. (+35%). This has to an extent changed the scenario somewhat on the supply side despite reports of a drought in China. Demand thus far has been good and prices overall higher than last year for the orthodox categories, whilst CTCs are marginally lower.

In the immediate term we expect prices to rule firm during June and July, 2010. However as larger quantities come to the market, August, 2010 onwards, quality will determine price levels. Your Company feels the continued emphasis on a quality product could alleviate any negative trends due to larger crops worldwide.

Despite the changed scenario your Directors view the year ahead with cautious optimism.

Aviation Products and Services

Vankesh Avionics Technologies Division is supplying equipments to various Public Sector Undertakings such as Bharat Dyamics Ltd., Bharat Electronics Ltd., Hindustan Aeronautics Ltd, various Defence Research & Development Organisations etc. As stated earlier Aerotech Services already has certain long-term agreements in place.

We expect to avail further opportunities that are emerging from the Government of Indias Defence offset rules for multinational companies through our avionics related products.

Thus, the overall performance of Aviation Products and Services business segments of the Company is expected to be good in the medium to long term.

STAFF WELFARE AND SOCIAL ACTIVITIES

The Company has always espoused the principles which encompass welfare, health and safety of the employees at all levels. Workers health and well-being continues to be a priority with your Company. The infrastructure in the areas of welfare schemes, health, hygiene, education and water supply is being further upgraded. The sanitation initiative undertaken with UNICEF has been taken to the next level in the year under review.

Your Company is fully aware of its Corporate Social Responsibilities and our emphasis in respect thereof is briefly enumerated below:

a. Environment

To adopt environmental friendly agriculture and good manufacturing practices.

b. Education

Well equipped schools for workers children at all Estates.

c. Health

i. Clean potable water for the entire population in the area where our Estates are located.

ii. Well equipped hospital with trained staff.

iii. A sanitation scheme in partnership with UNICEF.

iv. Organizing camps for eye care, pulse polio for children and regular camps for sterilization.

v. At the grass root level mothers club to disseminate information on health, hygiene and alcoholism.

vi. Vocational centres for knitting and tailoring.

vii. Malaria prevention scheme.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 (the Act), your Directors state and confirm the following:

(i) That in preparation of the Companys Annual Accounts for the year ended 31st March, 2010 the applicable accounting standards have been followed and proper explanations have been provided for material departures, where applicable.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31s1 March, 2010 and of the Profit of the Company for that financial year.

(iii) That the Directors have 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 irregularity.

(iv) That the Directors have prepared the Annual Accounts for the year ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE

Your Company is complying with the Corporate Governance Code as prescribed in Clause 49 (Revised) of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance along with the Auditors Certificate on its compliance is annexed to this report.

DIRECTORS

The terms of appointment of Mr. C. S. Bedi, Managing Director is due to expire on 30th September, 2010. Accordingly, at the Meeting of the Board of Directors held on 26th May, 2010 it was proposed that he be re- appointed for a further period of three years from 1st October, 2010 to 30th September, 2013, subject to your approval in the ensuing Annual General Meeting.

In accordance with the provisions of Article 150 of the Articles of Association of the Company, Mr. H. M. Parekh and Mr. P. L. Agarwal retire at the forthcoming Annual General Meeting, but being eligible offer themselves for re- appointment.

COMPANIES (DISCLOSURE OF PARTICULARS INTHE REPORT OFTHE BOARD OF DIRECTORS) RULES, 1988

Your Directors are pleased to provide the information required to be disclosed in accordance with Section 217(1 )(e) of the Act, read with the above Rules, in Annexure I hereto forming part of the Report.

PERSONNEL

Your Directors record their appreciation for contribution and co-operation of all the employees.

Particulars required to be furnished as per Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975 (as amended) in respect of employees of the Company, who were in receipt of remuneration exceeding Rs.24.00 lacs per annum where employed for full year or Rs.2.00 lacs per month where employed for a part of the year, are given in Annexure II to this Report.

AUDITORS

M/s. S. S. Kothari & Co., Chartered Accountants, Auditors, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Audit Committee has recommended their appointment as Auditors of the Company.

For and on behalf of the Board

Place : Kolkata H.M.Gupta

Date : 26th May, 2010 Executive Chairman

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