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Directors Report of T & I Global Ltd.

Mar 31, 2015

TO THE MEMBERS

The Directors have pleasure in presenting their 25th Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2015.

Financial Results:

Particulars March 31, 2015 March 31, 2014

Revenue from operation 730766699/- 670000909/-

Other Income 8557107/- 6728177/-

Total 739323806/- 676729086/-

Profit before depreciation & taxation 24454777/- 20731002/-

Less: Depreciation 9192559/- 7456334/-

Less: Provision for taxation 6051111/- 8360426/-

Profit after taxation 9211107/- 4914242/-

Balance carried to Balance sheet 9211107/- 4914242/-

OPERATIONAL REVIEW:

Gross revenues increased to Rs. 739323806/-, a growth of around 9.25 % against Rs. 676729086/- in the previous year. Profit before taxation was Rs. 15262218/- against Rs. 13274668/- in the previous year. , the net profit of the Company for the year under review was placed at Rs. 9211107/- as against Rs. 4914242/- in the previous year.

DIVIDEND:

Your Directors have pleasure in recommending a dividend of Rs. 0.50 per Equity Share on 50, 67,700 Equity shares of Rs 10 each for the financial year ended 31/03/2015.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2015 was Rs.50677000/-. During the year under review, The Company has not issued shares or granted stock options or any sweat equity.

FINANCE:

Cash and cash equivalents as at March 31, 2015 was Rs. 21431596/-.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions were not applicable to the Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars of conservation of energy and technology absorption as required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 has been disclosed in Annexure 1 of the Directors Report:

DIRECTORS:

CESSATION

None of the Directors of the company has resigned from the Board during the Financial year ended 31st March 2015.

RE-APPOINTMENT

Ms Shikha Bagaria Director of the Company, who retires by rotation and, being eligible, offers herself for re- appointment.

DECLARATION BY INDEPENDENT DIRECTORS

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually including the Chairman of the Board as well as the evaluation of the Committees of the Board. A structured questionnaire was prepared after taking into consideration inputs received from the Directors. The performance evaluation of the Independent Directors was also carried out by the entire Board.

The results of the evaluation done by Independent Directors were reported to the Chairman of the Board. It was reported that the performance evaluation of the Board, Committee etc. was satisfactory. The Directors expressed their satisfaction with the evaluation process.

MEETINGS

During the financial year 31st March, 2015, Seven Board Meetings were held and five Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

INDEPENDENT DIRECTORS' MEETING

During the year under review, the Independent Directors met on February 18, 2015, inter alia, to discuss:

1. Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole ;

2. Evaluation of the performance of Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.

3. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss account of the Company for the year under review.

iii) The directors have 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.

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

v) 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.

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

RELATED PARTY TRANSACTIONS

M/s T & I Projects Ltd. an associate company in which Sri Vineet Bagaria is director and relative of Vineet Bagaria, and Sajjan Bagaria is Managing Director (Sri Sangeet Bagaria ) of the T & I Projects Ltd, the said associate company is supplier of the Machinery in which our company does trading activity. The company regularly supplies goods at reasonable market price. Your Board of directors recommends to purchase or sale the goods with the said associate company for maximum amount of Rs. 50 crore in Financial Year 2015-16.

Except Sri Vineet Bagaria and Sri Sajjan Bagaria none of the directors and Key managerial personnel of the company and their relatives are concerned or interested with the resolution set out in the Item no. 5

There are no other materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company

SUBSIDIARY COMPANIES:

The company does not have Subsidiary company.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as "code of business conduct". The Code has been posted on the Company's website www.tiglobal.com.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained while dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. The Company have a Whistle Blower Policy and posted on the Company's website www.tiglobal.com.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code of conduct.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report with regard to late filing of some forms and non appointment of Company secretary. Company has given news paper publication for fulfillment of vacancy of company Secretary. Further the board took note of the qualification given by Statutory Auditors and secretarial Auditors in their report. However, the company would ensure in future that all the provisions are complied to the fullest extent.

AUDITORS:

The Auditors of the company M/s. Tiwari & Co. retires at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. They have confirmed their eligibility pursuant to the provisions of Section 139 of the Companies act, 2013 and the rules there under, it is proposed to re- appointment of M/S Tiwari & Co. Chartered Accountant (Firm Registration no. 309112E) as Statutory auditor of the Company from the conclusion of this 25th annual general meeting up to the conclusion of the next (26th) Annual General Meeting.

SECRETARIAL AUDIT:

The Board had appointed Ms. Smita Sharma & Associates, Company Secretary in whole time practice, to carry out secretarial audit Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report is annexed herewith as "Annexure 2"

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure 4".

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES:

Particulars of Employees pursuant to section 134(3) (q) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Company has complied with the corporate governance requirements as stipulated under clause 49 of the listing agreement. A separate section on corporate governance under the listing agreement, along with a certificate from the auditor confirming the compliance, is annexed and forms part of this Annual report.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-2015, no complaints were received by the Company related to sexual harassment.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors oversees the financial statements and financial reporting before submission to the Board. The Audit Committee is responsible for the recommendation of the appointment, remuneration, performance and oversight of the work of the Internal and Statutory Auditors. It reviews the reports of the internal auditors and statutory auditors. The senior management personnel are invited to the meetings of the Audit Committee, along with the Head of Internal Audit. At present, there are three members of the Audit Committee, in which all are Independent Directors.

The composition of the Audit Committee is given below:

Sl No. Name of the Members Category

1. Debi Prasad Bagrodia Chairman, Non-executive

2. Manish Kumar Newar Independent, Non-executive

3. Harish Kumar Mittal Independent, Non- Executive

NOMINATION AND REMUNERATION COMMITTEE

Your Company has reconstituted the NRC of the Company pursuant to the provisions of Section 178 of the Companies Act, 2013. The functions of this Committee include identification of persons who are qualified to become directors and who may be appointed as senior management, formulation of criteria for determining qualifications, positive attributes, independence, recommendations of their appointments to the Board, evaluation of every director's performance, formulation of Remuneration Policy to include recommendation of remuneration for directors, key managerial personnel and senior management.

At present, there are three members of the Nomination & Remuneration Committee (NRC), in which all are Independent Directors. The composition of the NRC is given below:

Sl No. Name of the Members Category

1. Debi Prasad Bagrodia Chairman, Non-executive

2. Manish Kumar Newar Independent, Non-executive

3. Harish Kumar Mittal Independent, Non- Executive

Remuneration Policy, details of Remuneration and other Terms of Appointment of Directors

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. This Policy inter- alia includes:

1. Criteria of selection of Non-Executive Directors

Non Executive Directors will be selected on the basis of identification of industry/ subject leaders with strong experience. The advisory area and therefore the role may be defined for each independent director;

The Nomination and Remuneration Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

In case of appointment of Independent Directors, the Nomination and Remuneration Committee shall satisfy itself with regard to the independent nature of the Directors vis-à-vis the Company so as to enable the Board to discharge its function and duties effectively.

2. Remuneration

The Independent Directors shall be entitled to receive remuneration by way of sitting fees for each meeting of the Board or Committee of the Board attended by them, or such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In addition, Independent Directors shall be entitled to receive reimbursement of expenses for participation in the Board / Committee meetings.

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. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co- operation and assistance.

By order of the Board of Directors

For T & I Global Limited

Sajjan Bagaria

Executive Chairman

Place: Kolkata (DIN: 074501)

Dated: 14th August, 2015


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting their Twenty Fourth Annual Report on the business and operations of the Company, together with the audited financial accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

Particulars 2013-14 2012-13 (Rs. in Lacs) (Rs. in Lacs)

Sales 6700.00 7357.17

Profit before Interest and Depreciation 235.30 427.46

Interest 27.99 12.46

Profit before Depreciation 207.31 415.00

Depreciation 74.57 73.33

Profit before Taxation 132.74 341.67

Profit after Taxation 49.14 231.91

Balance Brought Forward 696.60 494.14

Surplus available for Appropriation 745.74 726.05

APPROPRIATION :

Proposed Dividend 25.33 25.33

Tax on Proposed Dividend 4.11 4.11

Balance Carried forward to Balance Sheet 716.30 696.60

PERFORMANCE REVIEW

Your Company''s turnover was Rs.6700.00 Lac for the financial year ended 31 March 2014, and Profit before tax was Rs.132.74 Lac.

AWARDS AND CERTIFICATES

Your Company has once again received Export Excellence Award from Export Engineering Promotion Council, Eastern Region.

DIVIDEND

Your Directors have pleasure in recommending a dividend of Rs. 0.50 per Equity Share on 50, 67,700 Equity shares of Rs 10 each for the financial year ended 31/03/2014

FUTURE PROSPECTS

TEA DIVISION

Your Company''s focus has always been to produce better quality of tea and achieve better prices. The production capacity has been expanded to manufacture more CTC and Green Tea. The plantation continues to make continuous progress.

MACHINERY DIVISION

The total sale of Machinery was Rs. 56.54 crore in the Financial year ended 2013-14

DEPOSITS

Your Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 an the Rules made there under.

DIRECTORS

In accordance with provisions of the Companies Act, 2013, and the Company''s Articles of Association, Mr. Haris Mittal, Mr. Manish Kumar Newar and Mr. Debi Prasad Bagrodia are being appointed as Independent directors of the company for a period of Five Years. Mr. Viraj Bagaria retires by rotation, and being eligible is recommended for re appointment.

Sri Kalyan Kumar Nanda existing whole time Director to be appointed as executive director and to be liable for retire by rotation.

The name of the above directors have been proposed by the shareholders of the company to be appointed a directors of the company and being eligible for appointment and offer themselves for appointment.

The above appointment re-appointment is necessary in accordance with the provisions of the Companies Ac 2013, to make optimum composition of executive and non executive directors in the board and Independent directors to bring the independent judgement in the decision of the board.

STATUTORY AUDITORS

The Auditors of the company M/s. Tiwari & Co. retires at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. They have confirmed their eligibility persuant to the provisions c Section 139 of the Companies act, 2013 and the rules there under, it is proposed to appoint M/s re-appointment of M/S Tiwari & Co. Chartered Accountant (Firm Registration no. 309112E) as Statutory auditor of the Company from the conclusion of this 24th annual general meeting up to the conclusion of the next (25th) Annual General Meeting

INTERNAL AUDITOR

As per the Provisions of the companies Act 2013, and Rules prescribed thereunder Company is required to appoint Internal auditor to conduct the Internal audit of the company in respect of each financial year starting from 1st Apr 2014, to compliance with the provisions of the act the Board of Directors have appointed M/s Rinku Gupta < Associates Company Secretary in practice to conduct the Internal Audit.

Annexure to the Director'' Report.

Disclosures of particulars with respect to Conservation of energy A. Power & Fuel Consumption

SR. PARTICULARS 2013-2014 2012-2013 NO.

1 ELECTRICITY PURCHASED UNITS 664166 Units 640308 Units TOTAL AMOUNT 6015798 5922912 AVG. RATE PER UNIT 9.05 9.25

2 H.S.D. PURCHASED LITERS 29929 Ltr. 28505 Ltr. TOTAL AMOUNT 1694281 1605707 AVG. RATE PER LITERS 56.61 56.33

3 COAL PURCHASED KILOGRAM 787588 Kgs. 841480 Kgs. TOTAL AMOUNT 7137935 6128517 AVG. RATE PER KGS. 9.06 7.28

Consumption Per unit of Production (Unit / Liter / Kg.) 2013-2014 2012-2013

Production - Tea (Kgs.) 813581 726522

Electricity 0.81 0.88

H.S.D. 0.036 0.039

Coal 0.96 1.15

FORM - ''B''

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

There is no information to submit in respect of absorption of technology.

The Company has earned foreign exchange of Rs. 4558.46 lacs and spent foreign exchange of Rs. 621.37 lacs during the year.

PARTICULARS OF EMPLOYEES U/S. 217(2A)

No employee has drawn salary more than the prescribed limit as such the particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended) are not applicable to your Company.

CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance. A detailed Report appears in the Annexure to the Directors Report.

DISCLOSURE REGARDING MANAGERIAL REMUNERATION FOR THE YEAR ENDED 31ST MARCH, 2014

Mr. Sajjan Bagaria, Executive Chairman received remuneration and perquisites of Rs. 19.07 lacs

Mr. Vineet Bagaria, Managing Director received remuneration and perquisites of Rs. 21.99 lacs

Mr. Kalyan Kumar Nanda, Executive Director (Marketing) received remuneration and perquisites of Rs 8.23 lacs

Non-executive Directors are not paid any remuneration. No sitting fees are paid to any Director.

DIRECTOR RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same,

(ii) that your Director''s have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period,

(iii) that your Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities,

(iv) that your Directors have prepared the annual accounts on a going concern basis.

LISTING AGREEMENTS

The Company''s shares are listed on Calcutta, Bombay, Delhi and Ahmedabad Stock Exchange. The Annual listing fee in respect of Bombay stock exchange has been paid and the listing fees of other stock exchanges are still pending.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation of the excellent performance and hard work put in by the employees, consultants at all levels in the Company''s growth and development. The Directors also convey their grateful thanks to the Government authorities, Shareholders, Banks, Customers & Suppliers for their continued co-operation and patronage.

For and on behalf of the Board Place: Kolkata Sajjan Bagaria Date: 14th August 2014 Executive Chairman


Mar 31, 2012

The Directors have pleasure in presenting their Twenty-Second Annual Report on the business and operations of the Company, together with the audited financial accounts of the Company for the year ended 31 st March, 2012.

FINANCIAL RESULTS

Particulars 2011-12 2010-11

(Rs.in Lacs) (Rs. in Lacs)

Sales 5884.66 4918.35

Profit before Interest and Depreciation 247.86 228. 16

Interest 12.48 6.62

Profit before Depreciation 235.38 221.52

Depreciation 60.87 59.22

Profit before Taxation 174.51 162.32

Profit after Taxation 96.66 102.98

Balance Brought Forward 426.92 371.21

Surplus available for Appropriation 523.58 474.19

APPROPRIATION :

Proposed Dividend 25.33 40.54

Tax on Proposed Dividend 4.11 6.72

Balance Carried forward to Balance Sheet 494.14 426.92

PERFORMANCE REVIEW

Your Company's turnover has increased to Rs.5884.66 Lac compared to Rs. 4918.35 Lac in previous year. The Profit before tax has increased to Rs.174.51 Lac compared to 162.32 Lac in previous year. The overall improvement in Tea industry has resulted in the better performance of the Company during the year under review.

AWARDS AND CERTIFICATES

Your Company has once again received Export Excellence Award from Export Engineering Promotion Council, Eastern Region.

DIVIDEND

Your Directors have pleasure in recommending a dividend of Rs.0.50 per Equity Share on 50,67,700 Equity shaes of Rs. 10 each for the Financial year ended 31 /03/2012..

FUTURE PROSPECTS TEA DIVISION

Your Company's focus has always been to produce better quality of tea and achieve better prices. The production capacity has been expanded to manufacture more CTC and Green Tea. The plantation continues to make continuous progress. The Company expects to produce about 10 Lac Kgs. of tea this year.

MACHINERY DIVISION

The Export of Tea Machinery has significantly increased to Rs. 38.09 crore in the 2011-12 compared to Rs. 33.28 crore in the previous year. Apart from Export Sales the Company has also developed the Domestic market for sale of its Tea Machinery. The domestic sale of Tea Machinery has increased to 12.75 crore compared to 9.69 crore in the previous year.

DEPOSITS

Your Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 and the Rules made there under.

DIRECTORS

In accordance with provisions of the Companies Act, 1956, and the Company's Articles of Association, Mr. Deepak Pahwa and Mr. Harish Mittal retire by rotation, and being eligible are recommended for re-appointment.

AUDITORS

The Auditors of the company M/s. Tiwari & Co. retires at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. They have confirmed their eligibility under section 224(1-B) of the Companies Act, 1956.

FORM - 'B'

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

There is no information to submit in respect of absorption of technology.

The Company has earned foreign exchange of Rs. 406.54 lacs and spent foreign exchange of Rs. 388.83 lacs during the year.

PARTICULARS OF EMPLOYEES U/S. 217(2A)

No employee has drawn salary more than the prescribed limit as such the particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended) are not applicable to your Company.

CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance. A detailed Report appears in the Annexure to the Directors Report.

DISCLOSURE REGARDING MANAGERIAL REMUNERATION FOR THE YEAR ENDED 31ST MARCH, 2012

Mr. Sajjan Bagaria, Executive Chairman received a remuneration and perquisites of Rs. 16.30 lacs

Mr. Vineet Bagaria, Managing Director received a remuneration and perquisites of Rs. 14.97 lacs

Mr. Kalyan Kumar Nanda, Executive Director (Marketing) received a remuneration and perquisites of Rs 7.07 lacs Non-executive Directors are not paid any remuneration. No sitting fees are paid to any Director.

DIRECTOR RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same,

(ii) that your Director's have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period,

(iii) that your Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities,

(iv) that your Directors have prepared the annual accounts on a going concern basis.

Management Discussion and analysis

HUMAN RESOURCES

The Human Resources are vital resources in giving the Company a competitive edge in the current business environment. The management recognizes that it is only through motivated and committed employees that the Company will achieve its aims. Hence, the Company endeavors to take care of the welfare and betterment of the employees. Total number of employees in the Company was 709 on 31st March, 2012 as against 702 on 31st March, 2011.

INTERNAL CONTROL SYSTEM

The Company has an internal audit and risk management department, managed by qualified and competent personnel, and adequate internal control systems, which safeguard assets from possible losses and unauthorized use, and ensure the transactions being authorized, recorded and reported properly.

Approval of Central Government sort for Managerial Remuneration.

As the remuneration paid to the managerial person during the financial year ended on 31/03/2012 exceeds the ceiling limit set by the provisions of section 198, section 309, schedule XIII and other applicable provisions of the Companies Act 1956, the excess remuneration paid to the directors have been approved by the Central Government.

CAUTIONARY STATEMENT

This Report contains forward-looking statement that involves risks and uncertainties. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statement. Important factors that would make a difference the Company's operations include raw material prices, changes in government regulations, tax regimes, and economic developments within the country.

LISTING AGREEMENTS

The Company's shares are listed on Calcutta, Mumbai, Delhi and Ahmedabad Stock Exchange. The Annual listing fee in respect of Bombay stock exchange has been paid and the listing fees of other stock exchanges are still pending.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation of the excellent performance and hard work put in by the employees, consultants at all levels in the Company's growth and development. The Directors also convey their grateful thanks to the Government authorities, Shareholders, Banks, Customers & Suppliers for their continued co-operation and patronage.

By Order of the Board of Directors

Place : Kolkata Sajjan Bagaria

Dated : 30th August, 2012 Executive Chairman


Mar 31, 2010

The Directors have pleasure in presenting their Twentieth Annual Report on the business and operations of the Company, togetherwith the audited financial accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

PARTICULARS 2009-10 2008-09

(Rs. in Lacs) (Rs. in Lacs)

Sales 3482.43 2,831.42

Profit before Interest and Depreciation 198.13 187.13

Interest 25.43 52.64

Profit before Depreciation 172.70 134.49

Depreciation 57.66 53.05

Profit before Taxation 115.03 81.44

Profit after Taxation 91.24 52.27

Balance Brought Forward 324.30 272.02

Surplus available for Appropriation 415.53 324.30



APPROPRIATION:



Proposed Dividend 38.01 -

Tax on Proposed Dividend 6.31 -

Balance Carried forward to Balance Sheet 371.22 324.30

PERFORMANCE REVIEW

Your Companys turnover has increased to Rs.3482.43 Lac compared to Rs. 2831.42 Lac in previous year. The Profit before tax has increased to Rs. 115.03 Lac compared to 81.44 Lac in previous year. The overall improvement in Tea industry has resulted in the better performance of the Company during the year under review.

AWARDS AND CERTIFICATES

Your Company has once again received Export Excellence Award from Export Engineering Promotion Council, Eastern Region.

DIVIDEND

Your Directors have pleasure in recommending a dividend of Rs.0.75 per Equity share on 50,67,700 Equity Shares of Rs. 10 each for the Financial Year ended 31/03/2010.

FUTURE PROSPECTS

TEA DIVISION

Your Companys focus has always been to produce better quality of tea and achieve better prices. The production capacity has been expanded to manufacture more CTC and Green Tea. The plantation continues to make continuous progress. The Company expects to produce about 8 Lac Kgs. of tea this year.

MACHINERY DIVISION

The Export of Tea Machinery has significantly increased to Rs. 18.85 crpre in the 2009-10 compared to Rs. 15.98 crore in the previous year.

Apart from Export Sales the Company has also developed the Domestic market for sale of its Tea Machinery. The domestic sale of Machinery has increased to 7.71 crore compared to 6.27 crore in the previous year.

DEPOSITS

Your Company has not accepted any deposit within the meaning of section 58Aof the Companies Act, 1956 and the Rules made there under.

DIRECTORS

In accordance with provisions of the Companies Act, 1956, and the Companys Articles of Association, Mr. Deepak Pahwa and Mr. Harish Mitta! retire by rotation, and being eligible are recommended for re-appointment.

AUDITORS

The Auditors of the company M/s. Tiwari & Co. retires at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. They haveconffrmed their eligibility under section 224(1-B) of the Companies Act, 1956.

AUDITORS REPORT

Notes referred to the Auditors Report are self-explanatory.

CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance. A detailed Report appears in the Annexure to the Directors Report.

DISCLOSURE REGARDING MANAGERIAL REMUNERATION FOR THE YEAR ENDED 31st MARCH, 2010

Mr. Sajjan Bagaria, Executive Chairman received a remuneration and perquisites of Rs. 1214600/-

Mr. Vineet Bagaria, Managing Director received a remuneration and perquisites of Rs. 1087300/-.

Mr. Kalyan Kumar Nanda, Executive Director (Marketing) received a remuneration and perquisites of Rs. 550681/-.

Non-executive Directors are not paid any remuneration. No sitting fees are paid to any Director.



DIRECTOR RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state:

(i) That in the preparation of the annual accounts, the applicable standards have been followed,

(ii) That your Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period,

(iii) That your Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities,

(iv) That your Directors have prepared the annual accounts on a going concern basis.

LISTING AGREEMENTS

The Companys shares are listed on Calcutta, Mumbai, Delhi and Ahmedabad Stock Exchange. The Annual listing fees in respect of all stock exchanges have been paid up to date.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation of the excellent performance and hard work put in by the employees, consultants at all levels in the Companys growth and development. The Directors also convey their grateful thanks to the Government authorities, Shareholders, Banks, Customers & Suppliers for their continued co-operation and patronage.

For and on behalf of the Board

Sajian Bagaria

Place: Kolkata

D?ted :31st August, 2010 Executive Chairman

 
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