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Directors Report of Tata Coffee Ltd.

Mar 31, 2023

The Directors are pleased to present the 80^th Annual Report of Tata Coffee Limited ("the Company") along with the Audited Financial Statements for the Financial Year ended March 31,2023.

Financial Results:

The financial performance of the Company for the year ended March 31,2023, on a Standalone and Consolidated basis, is summarised below:

Particulars	Standalone		(Rs. in Crore) Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	1023	817	2850	2363
Other Income	68	70	30	26
Total Income	1091	887	2880	2389
Expenses
Operating Expenditure	925	740	2521	1991
Depreciation and Amortization Expenses	26	24	86	81
Total Expenses	951	764	2607	2072
Profit before Exceptional Items and Taxes	140	123	273	317
Add: Exceptional Items and Taxes	147	(1)	135	(6)
Profit before Tax (PBT)	287	122	408	311
Tax expense	56	20	87	78
Profit for the year	231	102	321	233
Attributable to:
Shareholders of the Company	231	102	263	148
Non-Controlling Interests	-	-	58	85
Surplus brought forward from Previous Year	691	633	885	782
Amount available for appropriation	922	735	1148	930
General Reserve II	(14)	(16)	(14)	(16)
Dividend paid relating to Previous Year	(37)	(28)	(37)	(28)
Balance carried forward	871	691	1097	885

1. Total Income Standalone

Your Company''s Total Income during the year under review was ?1091 crore as compared to ?887 crore in the Previous Year.

Consolidated

Consolidated Total Income during the year under review was ?2880 crore as compared to ?2389 crore in the Previous Year, registering an increase of ?491 crore over the previous year.

2. Profits

Standalone

Profit before Tax for the year 2022-23 was ?287 crore as against ?122 crore in the previous year. Profit after Tax for the year 2022-23 stood at ?231 crore as against ?102 crore in the previous year.

Consolidated

On a consolidated basis, Profit before Tax for the year 2022-23 was ?408 crore as against ?311 crore in the previous year. Profit after Tax (net of minority interest) for the year 2022-23 stood at ?263 crore as against ?148 crore in the previous year.

3. Dividend

The Board of Directors have recommended a Dividend of ?3 per share (previous year ?2 per share) on face value of ?1 each for the Financial Year ended March 31, 2023. The total Dividend outgo amounts to ?56.03 crore (previous year ?37.35 Crore).

The Register of Members and Share Transfer Books of the Company will remain closed from May 16, 2023 to May 24, 2023 (both days inclusive) for ascertainment of shareholders eligible to receive dividend for the financial year ended March 31, 2023.

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at https://tatacoffee.com/sites/default/files/ collaterals/investors/Dividend Distribution Policy 0.pdf. The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the profits for the year.

4. Transfer to Reserves

The Board of Directors have decided to retain the entire amount of profit for Financial Year 2022-23 in the Statement of Profit & Loss as at March 31,2023.

5. Share Capital

The Paid-up Equity Share Capital of the Company as on March 31,2023 was ?18.67 crore comprising of 18,67,70,370 equity shares of ?1 each. During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. The Company has paid Listing Fees for the Financial Year 2022-23, to each of the Stock Exchanges, where its equity shares are listed.

6. Material changes and commitment - if any, affecting financial position of the Company from the end of the Financial Year till the date of this Report

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

7. Update on Composite Scheme of Arrangement

The Board of Directors of the Company, at its meeting held on March 29, 2022, had approved a Composite Scheme of Arrangement amongst Tata Consumer Products Limited ("TCPL"), the Company and TCPL Beverages and Foods Limited ("TBFL"), and their respective shareholders and creditors, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules and/

or regulations made thereunder (''the Scheme''). TCPL is the Holding Company of the Company and TBFL is a wholly owned subsidiary of TCPL.

The Scheme inter alia provides for the following:

(a) as a first step, the demerger of the Plantation Business of the Company into TBFL and in consideration, the consequent issuance of equity shares by TCPL (as the holding company of TBFL) to all the shareholders of the Company (other than TCPL) in accordance with the Share Entitlement Ratio ("Demerger");

(b) as a second step, followed immediately by the amalgamation of the Company (comprising the Remaining Business of the Company with TCPL and in consideration, the consequent issuance of equity shares by TCPL to all the shareholders of the Company (other than TCPL) in accordance with the Share Exchange Ratio ("Amalgamation"); and

On effectiveness of the Scheme, the shareholders of the Company (other than TCPL) as on the record date will receive:

â¢ 1 (one) equity share of TCPL for every 22 (twenty-two) equity shares of TCL, in consideration for the demerger (as per the approved share entitlement ratio); and

â¢ 14 (fourteen) equity shares of TCPL for every 55 (fifty-five) equity shares of TCL, in consideration for the merger (as per the approved share exchange ratio).

The Scheme has been approved by the requisite majority of the Shareholders of the Company on February 3, 2023, in terms of the requirements of Companies Act, 2013 and the Listing Regulations and as per the directive of the Hon''ble National Company Law Tribunal, Bengaluru bench ("NCLT"). Further, the NCLT had dispensed with holding of the creditors meeting, based on consents received from the creditors. The Scheme is now subject to approvals of NCLT benches at Kolkata and Bangalore, as well as other Regulatory authorities, as may be applicable. The Scheme as approved by the Board is available on the website of the Company at www.tatacoffee.com.

8. Global Coffee Scenario

According to the estimates of the International Coffee Organization (ICO), World coffee production decreased by 1.4% to 168.5 million bags in coffee year 2021/22, hampered by the off-biennial production and negative meteorological conditions in several key origins. However, it is expected to bounce back by 1.7% to 171.3 million bags in 2022/23. Increased global fertilizer costs and adverse weather conditions are expected to partially offset the positive impact of biennial production from Brazil, explaining the relatively low rate of growth in coffee year 2022/23.

The impact of biennial production is anticipated to drive the outlook for Arabica, which is projected to increase by 4.6% to 98.6 million bags in coffee year 2022/23, following a 7.2% decrease the previous coffee year. Robusta production is estimated at 72.7 million bags, lower by 2% from that of last year.

Reflecting its cyclical output, Arabica''s share of the total coffee production is expected to increase to 57.5% from 55.9% in coffee year 2021/22. South America being the largest producer of Arabica coffee in the world, despite suffering from the largest drop in output for almost 20 years, which fell by 7.6% in coffee year 2021/22. The recovery in coffee year 2022/23, partly driven by biennial production, is expected to push the region''s output to 82.4 million bags, a rise of 6.2%.

World coffee consumption increased by 4.2% to 175.6 million bags in coffee year 2021/22. It is expected to increase to 178.5 million bags in coffee year 2022/23.

As a result, the world coffee market is expected to undergo another year of deficit, with a shortfall of 7.3 million bags in coffee year 2022/23.

The New York (ICE) May terminal, representing Arabica settled at 170.50 c/ lb on March 31, 2023 as compared to 226.40 c/ lb on March 31,2022.

As on March 31, 2023, the London Robusta May futures settled at 2206 USD / MT as compared to 2165 USD / MT on March 31,2022.

9. Company''s Performance

A. Plantations Weather:

The total rainfall recorded for the calendar year 2022 is 71.64 inches which is very much close to 72.01 during the calendar year 2021.

During the season under review, the Company has recorded well distributed rainfall, but the post monsoon rainfall extended till December.

Coffee

At the end of Financial Year 2022-23, the Company has harvested a Robusta crop of 4449 MT whereas in case of Arabica, a production of 1875 MT has been harvested. The coffee harvesting operations has been completed and Robusta gleaning operations is in progress.

The Company was able to complete 100% blossom irrigation with adequate rainfall ranging from 0.30 inches to 2.50 inches recorded across Coorg Estates and in Hassan Estates with available water sources

along with scattered rain. Post-harvest operations such as handling, white stem borer control is in progress.

Tea

During the Financial year 2022-23, the Company produced 4.988 million kgs against 4.725 million kgs in the previous year. The turnover during the year was ?74 crore as against ?64 crore last year. While the sale average improved over previous year, extended monsoon and incidence of Tea Mosquito Bug impacted production and higher wage and input cost impacted the turnover.

During the year, the South Indian Sale average improved by 4.54% and North India by 5.26% compared to the previous year. Pan India production was marginally higher by 1.16% but lower than pre-pandemic period. South India production was marginally lower compared to the previous season.

Pepper

The Company has achieved a pepper production of 732 MT for the Financial Year 2022-23 against 713 MT harvested during 2021-22. At plantations, Pepper watering during summer months is a continuous process to protect the pepper vines from moisture stress.

Coffee Curing Works & Pepper Processing Unit

Tata Coffee has two Curing units located at Kushalnagar and Mangalore, Karnataka. Kushalnagar Works is the processing hub for the entire produce of Coffee from the estates, while the Mangalore unit processes Arabica cherry and Monsoon Malabar coffee. Additionally, the Kushalnagar facility also houses the Pepper Processing Unit, and two roasting Units for Tata Coffee Grand and Tata Starbucks. The Unit is certified for ISO 9001:2015, SA-8000:2014, Rain Forest Alliance, Organic Coffee processing, and Cafe Practices.

The Pepper Processing Centre at Kushal Nagar certify certified by Export Inspection Agency (EIA), which enables the Company to process pepper, meeting all the required Global Standards. The Unit is also certified for Organic Pepper processing and is certified under FSSC 22000 5.1, and SA 8000:2014.

Coffee & Pepper Exports

During the Financial Year 2022-23, the green coffee sales exceeded 11,000 MT, out of which the exports stood at 8,223 MT of coffee as against 7,977 MT in the previous year. Your Company continued to focus on growth through premiumization, while improving volumes by building a wider market outreach and building relationships with the best-in-class roasters globally.

The total sales of pepper for the company stood at 662 MT in FY 2022-23 as against 845 MT in FY 2021-22. Your company was able to place certified pepper in the market, capitalizing on increased demand of sustainable produce in the market and with a steady increase in volumes.

On Instant Coffee, during FY 2022-23, your Company clocked sales of 8,413 MT from Indian operations and 4,949 MT from the Vietnam operations. The sales numbers were 8,495 MT and 4,865 MT respectively from India and Vietnam for FY 2021-22. Despite headwinds and inflationary pressures across inputs, the Company was able to maintain share with key customers, enter new markets, and grow overall sales.

AMA Plantation Trails

Ama Plantation Trails has recorded an income of ''5.00 crore for the financial year 2022-23 with an EBIT of ''1.31 crore. The operations of ama Plantation Trails, the Company''s hospitality business, has recovered from the effects of the Covid Pandemic, and the bookings have reached the pre-pandemic levels. The Company''s association and partnership with Indian Hotels Company Limited, the strongest brand in India, has augmented well for the operations leveraging group synergies and immersive experiences for the guests.

B. Instant Coffee Operations

During the Financial Year 2022-23, Instant Coffee Division performed well despite subdued demand in its Operating markets.

The challenges during the year were overcome by smart sourcing of green beans, focused productivity improvement and strategic cost management initiatives and developing customized products.

The new state of the art 5000 TPA Freeze-dried coffee plant in Vietnam has operated to its full capacity. The Vietnam unit is focusing on reducing Energy and water consumption substantially. During the Financial Year 2022-23, Liquid coffee concentrate manufacturing capability has been developed and available for commercialisation.

The manufacturing units at Theni and Toopran continue to perform at near 100% capacity utilization. The units have established cleaner fuel technologies in operations and new technologies have been adopted to reduce energy and water consumption, improve safety and enhance people productivity through training from reputed institutes.

The Company continues to enhance its market standing and competitive edge by enhanced product portfolio, customized solutions and new products.

C. Starbucks Roastery

A state-of-the-art roasting plant for Tata Starbucks and processes single origin coffees of India, Kenya and Sumatra,

as well as Cold Brew, Espresso, Blonde Espresso and Diwali Blend variants, catering to the exclusive requirements of TATA Starbucks outlets across India. Post Covid -19, the production is back to normal volumes and growing rapidly. The Unit is certified under FSSC 22000 5.1, SA-8000:2014, and compliance to Ethical Sourcing requirement of Starbucks. The Unit is being periodically expanded.

D. Tata Coffee Grand

The Company manufactures ''Tata Coffee Grand'', a Filter coffee variant for sales in the domestic market, which is being distributed and marketed by the Holding company, Tata Consumer Products Limited. It produces a blend of Roasted & Ground coffee with Chicory. The production has been on an increasing trend. The Unit is FSSC 22000 5.1, and SA-8000:2014 certified.

E. Sonnets

Tata Coffee Limited offers limited-edition specialty coffee catering to the e-commerce segment. New launches this season include Monsoon Malabar and Roasted bean, in addition to the powdered coffee segment. These coffees are the best of the best, from the Estates of Tata Coffee, and provide a unique taste experience and bring out the best in handpicked Arabica beans and are a coffee connoisseurs delight. Sale of Sonnets is being facilitated to the consumers through our Holding Company, Tata Consumer Products Ltd.

10. Awards

TATA Coffee Limited, ICD Theni & Toopran Units were recognized for excellence in Occupational Health & Safety & Sustainability system by the OHSSAI Foundation Mumbai by receiving various awards.

During the year under review, the Company has received the following awards:

a. 4 Star Gold award under Environmental Category-ICD, Theni

b. 4 Star Silver award under OHS Category- ICD, Theni

c. 4 Star Gold award under OHS Category-ICD, Toopran

The leadership awards for both the units were achieved based on the commitment towards achieving the "Zero harm" and "Zero Emission" by the leadership team.

Further, the Company has received the Ernesto Illy International Coffee Awards in Indian category with Nullore standing first, Coovercolly estate second and Cannoncadoo third. All the top three awards were bagged by Company''s Estates, which reflects the quality and sustainability of the Coffees we produce in our Estates.

11. Capital Expenditure

During the year, ?47 crore was incurred towards capital expenditure primarily on account of modernization, upgradation, re-planting, welfare and other programmes undertaken in various units of the Company.

12. New technology and sustainability projects at Instant Coffee Units

During the year under review, the Company has invested in newer technologies and sustainability projects as under:

a) Building Industry 4.0 for Energy & Utilities Management Platform

b) Data Analytics for Water Optimization

c) Digital Manufacturing Solution for Roaster Overall Equipment Effectiveness (OEE) Improvement

13. Subsidiary Companies and Consolidated Financial Statements

Subsidiary Companies

I. Consolidated Coffee Inc. (CCI) and Eight O'' Clock Holdings Inc.

CCI is the Holding Company of Eight O'' Clock Holdings Inc. and, Eight O'' Clock Holdings Inc. is the Holding Company of Eight O'' Clock Coffee Company. The Consolidated Net Profit of CCI after taxes was ?117 crore (USD 14.892 Million) as compared to ?172 crore (USD 23.109 Million) for the previous year.

II. Eight O'' Clock Company (EOC)

Total Income of EOC during the Financial Year 2022-23 was ?1489 crore (USD 186 Million) compared to ?1295 crore (USD 175 Million) in the previous Financial Year. EOC bag and K-cup volumes were lower this year versus the previous year primarily due to competitive pricing and market conditions, as US consumers focus on value. This trend benefitted our private label business, which grew in both volumes, turnover and operating profit. Inflation has impacted the cost of goods. EOC was able to mitigate some of this impact by executing price increases across the majority of our portfolio. The focus going forward is to grow the base through an EOC brand refresh. EOC also intend to improve profitability with improved productivity out of its roasting facility and process improvements.

III. Tata Coffee Vietnam Company Limited (TCVCL)

The Total Income of TCVCL, a wholly owned subsidiary of Tata Coffee Ltd., during the Financial Year 2022-23 was ?343 crore (USD 42.747 Million) compared to ?258 crore (USD 34.745 Million) in the previous Financial Year.

Performance of Subsidiaries

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (''the Act''), a statement containing the salient features of Financial Statements of the Company''s subsidiaries in Form AOC - 1 is annexed as Annexure - A.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company and of its subsidiaries, are available on the Website of the Company at https://tatacoffee.com/investors/overview.

The Company does not have any Associate or Joint Venture Companies. Further, the Company''s policy on determining the material subsidiaries, as approved by the Board is uploaded on the Company''s website at https://tatacoffee.com/sites/default/files/collaterals/ investors/Policy for Determining Material for Disclosure.pdf.

14. Directors'' Responsibility Statement

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during Financial Year 2022-23.

Accordingly, pursuant to Sections 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in the preparation of the annual accounts for the Financial Year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures.

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period.

iii. they 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 irregularities.

iv. they have prepared the Annual Accounts for the Financial Year ended March 31, 2023, on a going concern basis.

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. Directors and Key Managerial Personnel

Directors

In accordance with the provisions of Section 152 of the Act and the Articles of Association, Mr. R Harish Bhat (DIN: 00478198), Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

Independent Directors

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act read with Regulation 16(1) (b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Company did not have any pecuniary relationship or transactions with any of its Directors, other than payment of remuneration / Incentive to the Executive Directors and payment of sitting fees, commission to Non-executive Directors and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

Key Managerial Personnel (KMP)

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:

â¢ Mr. Chacko Purackal Thomas, Managing Director & CEO

â¢ Mr. K. Venkataramanan, Executive Director - Finance & CFO

â¢ Mr. N. Anantha Murthy, Head - Legal & Company Secretary

Board and Committee Meetings

An Annual Calendar of Board and Committee Meetings planned during the year was circulated in advance to the Directors. The Board has constituted an Audit Committee comprising of Mr. S Venkatraman as Chairman and Ms. Sunalini Menon, Mr. Siraj Azmat Chaudhry and Dr. P. G. Chengappa as its Members. There have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board.

The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

16. Policy on Director''s Appointment and Remuneration and other details

(a) Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.

On the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable provisions of the Act and the Listing Regulations. The remuneration determined for Executive / Independent Directors is subject to the recommendation of the NRC and approval of the Board of Directors. The Non-Executive Directors are compensated by way of profit-sharing commission and the criteria being their attendance and contribution at the Board / Committee Meetings. The Executive Directors are not paid sitting fees; however, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees are in accordance with the Remuneration Policy of the Company. The Company''s Policy on Directors'' Appointment and Remuneration and other matters provided in Section 178(3) of the Act and Regulation 19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report.

(b) Familiarization / Orientation program for Independent Directors

The Independent Directors attend a Familiarization / Orientation Program on being inducted into the Board.

Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance. The details of Familiarization Program are provided in the Corporate Governance Report and is also available on the Company''s Website. The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Company''s Website at https://www. tatacoffee.com/sites/default/files/collaterals/investors/ appointment letter independent director.pdf

17. Board Evaluation

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees, based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meetings of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

18. Internal Control Systems & their adequacy

The Company has adopted policies and procedures to ensure an effective internal control environment for efficient conduct of its operations, including financial reporting, statutory compliance and safeguarding its assets. The Company''s internal control systems are commensurate with the nature of its business, the size and complexity of its operations and internal financial controls concerning financial statements are adequate. The Internal auditors of the Company make continuous assessment of the adequacy and effectiveness of the internal controls and systems across the Company. The Audit Committee and the Management review the findings and the recommendations of the internal auditors and take corrective actions.

19. Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

20. Transfer to Investor Education and Protection Fund (IEPF)

a) Transfer of unclaimed dividend to IEPF

As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to ?33,66,456.60 lying with the Company for a period of seven years were transferred during the Financial Year 2022-23, to the Investor Education and Protection Fund (IEPF) established by the Central Government.

b) Transfer of shares to IEPF

As required under Section 124 of the Act, 1,76,438 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the Financial Year 2022-23. Details of shares transferred to IEPF have been uploaded on the Website of IEPF as well as the Company.

21. Related Party Transactions

All Related Party Transactions, that were entered into during the Financial Year under review, were on an arm''s length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders'' approval under Regulation 23 of the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for these transactions cannot be foreseen in advance.

None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the Act. Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - B in Form AOC - 2 and forms part of this Report.

The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board is available at the web link:

https://www.tatacoffee.com/sites/default/files/collaterals/

22. Corporate Governance and Management Discussion & Analysis Report

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A report on Corporate Governance as required under the Listing Regulations is provided in a separate section and forms part of the Annual Report. A Certificate from a Practicing Company Secretary regarding compliance with the conditions stipulated in the Listing Regulations forms part of the Corporate Governance Report.

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis is presented in a separate section forming part of this Annual Report

23. Business Responsibility and Sustainability Report

As required under Regulation 34 of the Listing Regulations, the Business Responsibility & Sustainability Report is provided in a separate section and forms part of the Annual Report.

24. Auditors

(i) Statutory Auditors

The Members of the Company at their Annual General Meeting held on June 14, 2021, had approved the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), as the statutory auditors of the Company for a period of five years commencing from the conclusion of the 78^th AGM held on June 14, 2021 until the conclusion of 83^rd AGM of the Company to be held in the year 2026.

Pursuant to the provisions of Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors.

(ii) Cost Auditors

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, had appointed M/s. S. Mahadevan & Co, (Firm Registration No. 000007) Cost Accountants, as Cost Auditor of the Company for conducting the Cost Audit for the Financial Year 2022-23, on a remuneration of ''3 Lakh, plus applicable taxes, reimbursement of travel and out-of-pocket expenses subject to a maximum of 10% of the audit fees, which was ratified by the Members at the 79^th Annual General Meeting of the Company held on June 20, 2022.

The Company has maintained relevant accounts and cost records, as specified by the Central Government, which is subject to audit by the Cost Auditor. Upon completion of the audit, necessary returns will be filed with the Ministry of Corporate Affairs, in this regard.

(iii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed M/s. BMP & Co. LLP, Company Secretaries, to undertake the Secretarial Audit of the Company for the year ended March 31,2023. The Secretarial Audit Report issued in this regard is annexed as Annexure - C.

The Auditors'' Report and the Secretarial Audit Report for the Financial Year ended March 31, 2023, do not contain any qualification or reservation or adverse remarks.

25. Risk Management

The Company has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) approving the Company''s Risk Management Framework and (b) Overseeing all the risks that the organization faces such as strategic, operational, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns / risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies.

The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations.

26. Particulars of Loans, Guarantees and Investments

The details of Loans, Investments and Guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

27. Fixed Deposits

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

28. Employees Welfare

The Company continues to focus on welfare and improving the quality of lives of its employees by providing educational assistance to their children, employee wellness sessions, periodic occupational health checks, merit scholarships to employee children, spiritual peace by yoga classes, creche and child care facilities, transport at subsidised rate to school going children, supply of provisions at cost and other home appliances on instalment basis through co-operative stores and providing housing loan interest subsidy & interest free loans for the employee family wellness.

The Company has participated in the UN Foundation for Women initiative on "Private Sector Action for Women''s Health and Empowerment Initiative" and has committed by 2025 to improve the health and well-being of 7,500 women across Kerala, Karnataka and Tamil Nadu compromising of women employees, women dependents of employees, and women in the surrounding tribal communities with an emphasis on reproductive health and family planning, menstrual hygiene, anaemia and nutrition, maternal health, and overall physical and mental health.

Apart from the existing welfare initiatives implemented, the following were the focus areas in the welfare initiatives during Financial Year 2022-23:

â¢ UNF health project was initiated for women workers to diagnose cervical cancer and anaemia. 1228 numbers of women employees and dependants had undergone screening and iron supplements were issued to the Anaemic women.

â¢ Two Blood donation camps were conducted for the employees and their family members.

â¢ Awareness programme on TCOC/POSH was conducted by HR team in all the estates.

â¢ Issued Long service award for all the employees with 25 years of service.

â¢ All employees are vaccinated with double dose and few are completed with the Booster dose.

â¢ HIV awareness and screening was initiated with the Co-ordination from District Hospital.

â¢ The Mental Health Counselling service was continued from last year.

â¢ Ayushman Bharath Health card was facilitated inside the Estate premises in coordination with the local Panchayaths.

â¢ The Educational Allowance under the Welfare trusts has been revised and extended to the employees of Anamallais division.

â¢ Mr. R. K. Krishnakumar Scholarship for both male and female category have been awarded to the students from Plantation division.

â¢ The new Labour lines with 5 tenements each were constructed in 10 estates.

29. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has revisited the Internal Complaints Committee members and emphasised on the roles and responsibilities expected from the members. Training programmes were conducted around locations to strengthen the awareness among the Committee members.

The Company continuously invests in enhancing the awareness on the Policy across its workforce.

The Company also conducts a periodic (bi-annual) awareness plan across the organization on Ethics, TCOC, POSH & Whistle Blower policy involving workmen as facilitators.

During the Financial Year 2022-23, the Company received 6 complaints on sexual harassment and all the cases have been disposed of with appropriate actions.

30. Whistle Blower Policy / Vigil Mechanism

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors'' and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and provides to employees'' direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the Website of the Company at https://tatacoffee.com/ sites/default/files/collaterals/investors/Whistle Blower Policy 24032022.pdf

31. Corporate Social Responsibility (CSR)

The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - D, which forms part of this Report.

33. Extract of Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2022-23 is uploaded on the website of the Company and the same is available at https://www.tatacoffee.com/sites/ default/files/collaterals/investors/mgt/Annual Return FY2022 23.pdf

34. Particulars of Employees and Remuneration

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company upto the date of the 80^th Annual General Meeting.

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure - E and forms part of this Report.

34. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure - F and forms part of this Report.

36. Significant and Material Orders passed by the Regulators or Courts

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s Operations in future.

37. Green Initiatives

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 80^thAnnual General Meeting of the Company including the Annual Report for FY 2022-23 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

38. Appreciation

Your Directors take this opportunity to thank the Parent Company - Tata Consumer Products Limited, the employees, customers, vendors, investors of the Company and the communities in which the Company operates, for their unstinted co-operation and valuable support extended during the year.

Your Directors also thank the Government of India, Government of various States in India and government departments / agencies concerned for their co-operation.

Your Directors appreciate and value the contributions made by each and every member of the Tata Coffee family.

For and on behalf of the Board

Place: Bengaluru R. Harish Bhat

Date: April 18, 2023 Chairman

Mar 31, 2022

Your Directors are pleased to present the 79^th Annual Report of Tata Coffee Limited ("the Company") along with the Audited Financial Statements for the financial year ended March 31, 2022.

Financial Results:

The financial performance of the Company for the year ended March 31,2022, on a Standalone and Consolidated basis, is summarised below:

Particulars	Standalone		crore) Consolidated
Particulars	2021-22	2020-21	2021-22	2020-21
Revenue from Operations	817	737	2363	2255
Other Income	70	78	26	34
Total Income	887	815	2389	2289
Expenses
Operating Expenditure	740	672	1991	1919
Depreciation and Amortization Expenses	24	24	81	83
Total Expenses	764	696	2072	2002
Profit before Exceptional Items and Taxes	123	119	317	287
Add: Exceptional Items and Taxes	(1)	-	(6)	(3)
Profit before Tax (PBT)	122	119	311	284
Tax expense	20	18	78	72
Profit for the year	102	101	233	212
Attributable to:
Shareholders of the Company	102	101	148	134
Non-Controlling Interests		-	85	78
Surplus brought forward from Previous Year	633	562	782	678
Amount available for appropriation	735	663	930	812
General Reserve I	-	-	-	-
General Reserve II	(16)	(8)	(16)	(8)
Reversal of Dividend Distribution Tax / Deferred Tax	-	6	-	6
Dividend paid relating to Previous Year	(28)	(28)	(28)	(28)
Balance carried forward	691	633	885	782

1. Total Income Standalone

Your Company''s Total Income during the year under review was ?887 crore as compared to ''815 crore in the Previous Year.

Consolidated

Consolidated Total Income during the year under review was ''2389 crore as compared to ''2289 crore in the Previous Year, registering an increase of ''100 crore over the previous year.

2. Profits

Standalone

Profit before Tax for the year 2021-22 was ?122 crore as against ?119 crore in the previous year. Profit after Tax for the year 2021-22 stood at ?102 crore as against ?101 crore in the previous year.

Consolidated

On a consolidated basis, Profit before Tax for the year 2021-22 was ?311 crore as against ?284 crore in the previous year. Profit after Tax (net of minority interest) for the year 2021-22 stood at ?148 crore as against ?134 crore in the previous year.

3. Dividend

The Board of Directors have recommended a Dividend of ?2.00 per share (previous year ?1.50 per share) on face value of ?1 each for the financial year ended March 31, 2022. The total dividend outgo amounts to ?37.35 crore (previous year ?28.02 crore).

The Register of Members and Share Transfer Books of the Company will remain closed from June 4, 2022 to June 13, 2022 (both days inclusive) for ascertainment of shareholders eligible to receive dividend for the financial year ended March 31, 2022.

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at https://tatacoffee.com/sites/default/ files/collaterals/investors/Dividend Distribution Policy 0. pdf. The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the profits for the year.

4. Transfer to Reserves

The Board of Directors have decided to retain the entire amount of profit for financial year 2021-22 in the Statement of Profit & Loss as at March 31,2022.

5. Share Capital

The Paid-up Equity Share Capital of the Company as on March 31,2022 was ?18.67 crore comprising of 18,67,70,370 equity shares of ?1 each. During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. The Company has paid Listing Fees for the financial year 2022-23, to each of the Stock Exchanges, where its equity shares are listed.

6. Material changes and commitment - if any, affecting financial position of the Company from the end of the Financial Year till the date of this Report

7. COVID-19 and its impact

During the 2^nd wave of the Pandemic, the country was faced with lot of difficulties due to higher infections. Your Company managed to navigate well through the difficult situation with support of its employees and the Management. There were no disruption to the Operations of the Company and its wholly owned Subsidiary, Tata Coffee Vietnam Company Limited, in Vietnam. However, the Board and the

Management continues to closely monitor the situation as it evolves and do it''s best to take all necessary measures, in the interests of all stakeholders of the Company.

8. Key Developments: Composite Scheme of Arrangement

The Board of Directors of the Company, at its meeting held on March 29, 2022, have approved a Composite Scheme of Arrangement amongst Tata Consumer Products Limited ("TCPL"), the Company and TCPL Beverages and Foods Limited ("TBFL"), and their respective shareholders and creditors, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules and/ or regulations made thereunder (''the Scheme'').

TCPL is the Holding Company of the Company and TBFL is a wholly owned subsidiary of TCPL.

The Scheme inter alia provides for the following:

The Scheme is subject to receipt of the approval of the requisite majority of the public shareholders and creditors (if applicable) of the Companies, the Stock Exchanges, the Securities and Exchange Board of India, National Company Law Tribunals (benches at Kolkata and Bengaluru) and other regulatory authorities, as may be applicable.

On effectiveness of the Scheme, the shareholders of the Company (other than TCPL) as on the record date will receive an aggregate of 3 (three) equity shares of TCPL for every 10 (ten) equity shares held by them in the Company, through the issuance of:

â¢ 1 (one) equity share of TCPL for every 22 (twenty-two) equity shares of TCL, in consideration for the demerger (as per the approved share entitlement ratio); and

â¢ 14 (fourteen) equity shares of TCPL for every 55 (fifty-five) equity shares of TCL, in consideration for the merger (as per the approved share exchange ratio).

The proposed Scheme would be in the best interest of the Companies and their respective shareholders, employees, creditors and other stakeholders as the proposed restructuring pursuant to this Scheme is expected, inter alia, to result in the following benefits:

Benefits of the Demerger:

(a) Creating a dedicated plantation vertical with focused attention on the plantation business, which will enable increased efficiencies and generate synergies amongst the various plantation businesses wholly or partly owned by TCPL and better resource allocation, resulting in enhancement of shareholders'' value.

(b) The shareholders of TCL (other than TCPL) will be allotted shares of TCPL and therefore will be shareholders of a larger branded consumer products business with multiple growth avenues and at the same time, will continue to participate in the plantation business.

(c) The profile, operations, management risk and return associated with the Plantation Business is distinct from that of the Remaining Business and therefore the Scheme would lead to sharper focus on both the businesses.

Benefits of the Amalgamation:

(a) Integration of the Company''s and TCPL''s extraction business activities under a single entity through the amalgamation will result inter-alia in focused management attention, operational efficiencies, revenue and cost synergies including from commonality of customers, sales and supply chain opportunities through enhanced geographical reach with a wider variety of product offerings which will help in gaining market share, optimization of capital, operational (including promotion) expenditure, leveraging sales and distribution network and simplification of overlapping infrastructure.

(b) The amalgamation of the Company with TCPL would bring about synergy of operations and benefit of scale and additionally, the legal and regulatory compliances of both the listed entities will be unified and streamlined.

(c) The amalgamation will enable efficient consolidation of ownership interests in the international branded business owned by TCPL and the Company which will result in cost benefits, higher operating and other efficiencies.

The Company is in the process of obtaining necessary regulatory approvals including approval of its Shareholders, Creditors, Stock Exchanges and National Company Law Tribunal, as may be required in this regard.

9. Global Coffee Scenario

According to the estimates of the International Coffee Organization (ICO), for the coffee year 2021-22, global production is at 167.17 million bags, registering a decrease of 2.1% as compared to 170.83 million bags during previous coffee year. Arabica Coffee production 93.97 million bags,

lower by 7% from that of last year and Robusta production at 73.20 million bags up by 5% from that of last coffee year.

In 2021-22, consumption is expected to exceed production by 3.1 million bags. Supply and demand trends may be affected by variations due to the downturn in the world economy, increased cost of inputs and production as well import and consumption due to the conflict in Ukraine.

The New York [Intercontinental Exchange (ICE)] May terminal, representing Arabica settled at 226.40 c/ lb on March 31, 2022 as compared to 123.50 c/ lb on March 31,2021.

As on March 31, 2022, the London Robusta May futures settled at 2165 USD / MT as compared to 1342 USD / MT on March 31,2021.

10. Company''s Performance

A. Plantations

Weather:

We have recorded a total rainfall of 72.01 inches during the current calendar year as against 60.74 inches for the same period last year.

During the season, we have recorded well distributed rainfall but the post monsoon rainfall extended till December impacting the crop.

Coffee

During the financial year 2021-22, the Company has harvested a Robusta crop of 5506 MT against 6136 MT in the previous year. In case of Arabica, a production of 1209 MT has been harvested against 1716 MT in the previous season. The coffee harvesting operation has been completed and Robusta gleaning operation is in progress.

We were able to complete 100% blossom and during the course of backing irrigation we received good natural backing showers. Post-harvest operations such as handling, and white stem borer control are in progress.

Tea

During the financial year 2021-22, the Company produced 4.240 million kgs against 4.946 million kgs in the previous year. The turnover during the year was ?64 crore as against ?90 crore last year. While the pandemic, extended monsoon and incidence of Tea Mosquito Bug (TMB) impacted production, challenges of a sharp drop in tea prices from last year''s record levels and a higher wage and input cost impacted the turnover.

During the year, the South Indian Sale average declined by 21.35% and North India by 12.38% compared to

the previous year. Pan India production was higher by 4% but lower than pre-pandemic period. South India production was marginally lower by 1%.

Pepper

The Company has achieved a pepper production of 713 MT for the financial year 2021-22 against 790 MT harvested during financial year 2020-21. At plantations, Pepper watering during summer months is a continuous process to protect the vines from moisture stress.

Kushalnagar - Coffee Curing Works & Pepper Processing Unit

Kushalnagar Works, Coffee Curing Unit is an important cog in the wheels of Tata Coffee. The facility is a processing hub for Tata Coffee''s entire produce of Coffee, and also extends green coffee processing services to the coffee growers in South India, spread across various growing Regions. Additionally, it also houses the Pepper processing Unit, and two roasting Units for Tata Coffee Grand and Tata Starbucks. The Unit is certified for ISO 9001:2015, SA-8000:2014, Rain Forest Alliance (RSA), Organic Coffee processing, and Cafe Practices.

The Pepper Processing Center is certified by Export Inspection Agency (EIA), which enables the Company to process pepper, meeting all the required Global Standards. The Unit is also certified for Organic Pepper processing and is certified under FSSC 22000 5.1, and SA 8000:2014.

Coffee & Pepper Exports

During the financial year 2021-22, the green coffee sales exceeded 10,000 MT, out of which the exports stood at 7,977 MT of coffee as against 7,325 MT in the previous year. Your Company continued to focus on growth through premiumization, building a wider market outreach and building relationships with the best in class roasters globally.

The total sales of pepper for the company stood at 845 MT in FY 2021-22 as against 885 MT in FY 2020-21. Your company was able to place certified pepper in the market, capitalizing on increased demand of sustainable produce in the market and with a steady increase in volumes.

On Instant Coffee, in FY 2021-22, your company clocked sales of 8,495 MT from Indian operations and 4,865 MT from the Vietnam operation. The sales numbers were 7,446 MT and 4,536 MT respectively from India and Vietnam for FY 2020-21. Despite headwinds and inflationary pressures across inputs, we were able grow our sales across regions, enter new markets, and maintain share with key customers.

AMA Plantation Trails

The operations of Ama Plantation Trails, the hospitality business of the Company have recovered from the effects of Covid Pandemic and the bookings have reached the level of pre-pandemic levels. The Company''s association and partnership with Indian Hotels Company Limited have augmented well for the operations leveraging group synergies and immersive experiences for the guests.

B. Instant Coffee Operations

During financial year 2021-22, Instant Coffee Division performed well despite global headwinds induced by COVID-19 pandemic and accentuated in steep increase in Ocean freights, packing material costs and energy costs.

The challenges during the year were overcome by smart sourcing of green beans, focused productivity and cost enhancement measures and continuous focus on developing customized products.

The new state-of-the-art 5000 Tonnes per annum, Freeze-dried Coffee Plant in Vietnam has achieved 98% capacity utilization with enhanced yields and improvement in unit operational metrics. The manufacturing units at Theni and Toopran in India have performed well with a capacity utilization of 98% despite severe operating constraints. New technologies have been adopted to reduce energy and water consumption, improve safety and enhance people productivity through training.

The Company continues to enhance its market standing and competitive edge by enhanced product portfolio, customized solutions and new products. The year 2021-22 has witnessed continued diversification of our sales and market portfolio.

C. Starbucks Roastery

A state-of-the-art roasting plant for Tata Starbucks is also located at Kushalnagar and produces single origin coffees of India, Kenya and Sumatra, as well as Cold Brew, Espresso, Blonde Espresso and Diwali Blend variants, catering to the exclusive requirements of Tata Starbucks outlets across India. An additional roasting and automated packing line have been added, to cater to the growth plans of Tata Starbucks. The Unit is certified under FSSC 22000 5.1, SA-8000:2014, and compliance to Ethical Sourcing requirement of Starbucks.

D. Tata Coffee Grand

Tata Coffee Grand leverages the deep heritage of Tata in coffee and has a product that is an innovative offering in the Indian market within the instant coffee portfolio. Tata Coffee Grand is an intensely rich and aromatic coffee, a blend of the finest coffee powder & "flavor locked decoction crystals" which gives consumers a ''best in class'' taste experience in the instant coffee category. The portfolio also has Roast &

Ground (Filter coffee) variant with a widespread presence across all the southern states.

A new launch in the portfolio is Tata Coffee Quick Filter which was launched in October 2021. Quick Filter is a flavoured instant coffee chicory mix that delivers the taste of filter coffee, making it convenient for those who do not have the time or expertise to make filter coffee to easily experience the aromatic, flavorful taste of filter coffee.

E. Sonnets

''Sonnets by Tata Coffee'', a range of Reserve Single Origin Limited Edition Coffee produced from high quality Arabica coffee beans was launched in February 2021, which is distributed and marketed by the Holding Company viz., Tata Consumer Products Limited. The roasting, grinding and packaging of the Product is done out of Kushal Nagar Works. This range of roast and ground coffee provides a unique taste experience.

11. Awards

During the year under review, the Company has received the following awards:

1. ICD Theni won the Gold Award issued by the Society of Energy Engineers and Managers for Energy (SEEM) as a recognition for the efforts towards achieving sustainable energy performance at the unit

2. ICD Theni Unit won Greentech energy conservation Award for FY 2020-21 for sustainability initiatives & energy Management, from Greentech Foundation, New Delhi

3. Top Exporter in Karnataka (Silver) for FY 202021 recognised by Federation of Indian Export Organisations

4. Export Excellence Award (FY 2016-17 & FY 2017-18) by Madras Export Processing Zone (MEPZ), Ministry of Commerce and Industry

5. Sustainable Agriculture Award from Federation of Indian Chamber of Commerce & Industry (FICCI)

6. Best of the Best Coffee in the World - India''s Best Coffee - Ernesto Illy International Coffee award

7. Plantations and ICD Theni won the Gold Award, and ICD Toopran won the Silver Award-OHSSAI Foundation HSE&S Excellence Award

8. ICD Toopran was awarded the HR Achievers Gold Star Award-2021 from Federation of Telangana Chambers of Commerce and Industry (FTCCI)

9. ICD Theni has recently won prestigious Award-EHS Excellence & Maturity Award (Bronze) from by CII-Southern Region

10. Highest Exporter Award for FY 2018-19 and 2019-20 to Theni Unit from MEPZ, Ministry of Commerce and Industry

12. Capital Expenditure

During the year, ?44 crore was incurred towards capital expenditure primarily on account of modernization, upgradation, re-planting, welfare and other programmes undertaken in various units of the Company.

13. New technology and sustainability projects at Instant Coffee Units

During the year under review, the Company has invested in newer technologies and sustainability projects as under:

a. Theni Unit has introduced Adiabatic cooling system replacing cooling towers to reduce water requirement by about 20%.

b. Theni Unit has invested a back-pressure turbine which has led to savings of 650 units of electricity, per day.

c. Introduction of high efficiency motors and pumps replacing old motors and pumps in ICD Theni, has led to savings of about 1900 units of electricity per day.

d. ICD Toopran introduced Zero Liquid Discharge system using scale ban technology to recover and recycle 60 Kilo Litres of water per day.

14. Subsidiary Companies and Consolidated Financial Statements

Subsidiary Companies

I. Consolidated Coffee Inc. (CCI) and Eight O'' Clock Holdings Inc.

CCI is the Holding Company of Eight O'' Clock Holdings Inc. and Eight O'' Clock Holdings Inc. is the Holding Company of Eight O'' Clock Coffee Company. The Consolidated Net Profit of CCI after taxes was ?172 crore (USD 23.109 million) as compared to ?156 crore (USD 20.973 million) for the previous year.

11. Eight O'' Clock Company (EOC)

The Total Income of EOC during the financial year 2021-22 was ?1295 crore (USD 175 million) compared to ?1293 crore (USD 174 million) in the previous Financial Year. The Bag coffee volumes were down compared to previous year due to the Covid spike in the first half of the year. K-cup volumes were up on the strength from our new value sized products and increased spend in trade marketing to make pricing more competitive. EOC''s private label business also grew both in volumes, turnover and operating profits.

The focus going forward is to grow the base through line extensions and white space opportunities.

III. Tata Coffee Vietnam Company Limited (TCVCL)

The Total Income of TCVCL, a wholly owned subsidiary of Tata Coffee Ltd., during the financial year 2021-22 was ?258 crore (USD 34.745 million) compared to ?228 crore (USD 30.653 million) in the previous financial year.

TCVCL commissioned a 5000 MTPA Freeze-dried Coffee Plant in Vietnam during May 2019. The plant has successfully ramped up capacity to the levels of upto 98% in its third year of operation despite the COVID-19 pandemic and related issues in Vietnam. The unit was able to operate without any production loss and ensured safety of plant personnel. During the year, the Company faced with issues around container availability and disproportionate increases in Ocean freight. However, the Company undertook measures to mitigate the impact though not fully.

The TCVCL unit has continuously focussed on new product development leveraging its unique pilot plant and co-created products with customers. The product customization has enabled quick customer acquisition and improved the market standing of the company. New markets in South East Asia and Europe have been accessed.

The Unit continues to set benchmarks on Safety with zero Safety accidents reported during the year and setting high level of standards in Food safety matters. To sustain the occupational safety, the unit is in the process of obtaining ISO 14001 and 45000 certifications. The unit is taking lead in water management, thereby reducing the consumption levels by 17% from baseline levels. The Unit is certified for LEED (Leadership in Energy and Environmental Design), BRC (British Retail Consortium), Halal, Kosher, UTZ and RFA.

Performance of Subsidiaries

https://tatacoffee.com/sites/default/files/collaterals/ investors/Policy for Determining Material for Disclosure.pdf.

15. Directors'' Responsibility Statement

Accordingly, pursuant to Sections 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in the preparation of the annual accounts for the Financial Year ended March 31, 2022, the applicable accounting standards have been followed and there are no material departures;

iv. they have prepared the Annual Accounts for the Financial Year ended March 31, 2022 on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

16. Directors and Key Managerial Personnel Directors

The Board of Directors at its meeting held on March 22, 2022, subject to the approval of the Shareholders, re-appointed Mr. Chacko Purackal Thomas, as Managing Director & CEO of the Company, not liable to retire by rotation, for a further term of three (3) years with effect from April 1,2022.

The terms of remuneration in relation to the said re-appointment was recommended by the Nomination & Remuneration Committee and approved by the Board on April 26, 2022. A resolution in this behalf is set out at Item no. 8 of the Notice of Annual General Meeting, for Members'' approval.

Further, the Board of Directors at the said meeting, subject to the approval of the Shareholders, re-appointed Mr. K. Venkataramanan, as Executive Director - Finance & CFO of the Company, not liable to retire by rotation, for a further period of one (1) year with effect from October 25, 2022. The terms of remuneration in relation to the said re-appointment was recommended by the Nomination and Remuneration Committee and approved by the Board on April 26, 2022. A resolution in this behalf is set out at Item no. 9 of the Notice of Annual General Meeting, for Members'' approval.

In accordance with the provisions of Section 152 of the Act and the Articles of Association, Mr. Sunil A. D''Souza, Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

Independent Directors

During the year under review, Mr. V Leeladhar retired as Independent Director effective December 6, 2021, after completing his term of appointment. The Board places on record its appreciation for the contributions and guidance made by Mr. Leeladhar, during his stint with the Company as a Director.

The Board of Directors at the meeting held on July 28, 2021, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. S Venkatraman as an Additional Director (Non-Executive Independent) of the Company with effect from the said date. Pursuant to the provisions of Section 161 of the Act, Mr. Venkatraman holds office till the date of ensuing Annual General Meeting and is eligible for appointment. A resolution for his appointment as an Independent Director of the Company for a term of

5 years effective from July 28, 2021 to July 27, 2026 is set out at Item No. 7 of the Notice of Annual General Meeting for approval by the Members by way of a Special Resolution.

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on March 22, 2022, have re-appointed Dr. P G Chengappa as an Independent Director of the Company for a second term of office, for a period of 3 years, with effect from May 18, 2022 to May 17, 2025, which is subject to the approval of the Members by way of a Special Resolution. A resolution in this behalf is set out at Item No.

6 of the Notice of Annual General Meeting, for Members'' approval.

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act read with Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (''the Listing Regulations''). There has been no change in the circumstances affecting their status as Independent Directors of the Company.

Key Managerial Personnel (KMP)

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:

â¢ Mr. Chacko Purackal Thomas, Managing Director & CEO

â¢ Mr. K. Venkataramanan, Executive Director - Finance & CFO

â¢ Mr. N. Anantha Murthy, Head - Legal & Company Secretary

Board and Committee Meetings

17. Policy on Director''s Appointment and Remuneration and other details

(a) Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop

competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.

On the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''the Listing Regulations). The remuneration determined for Executive / Independent Directors is subject to the recommendation of the NRC and approval of the Board of Directors. The Non-Executive Directors are compensated by way of profit-sharing commission and the criteria being their attendance and contribution at the Board / Committee Meetings. The Executive Directors are not paid sitting fees; however, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings.

(b) Familiarization / Orientation program for Independent Directors

The Independent Directors attend a Familiarization / Orientation Program on being inducted into the Board. Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance. The details of Familiarization Program are provided in the Corporate Governance Report and is also available on the Company''s Website. The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Company''s Website at www.tatacoffee.com.

18. Board Evaluation

Pursuant to the applicable provisions of the Act and the

Listing Regulations, the Board has carried out an Annual

Evaluation of its own performance, performance of the Directors and the working of its Committees, based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

19. Internal Control Systems & their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

20. Reporting of Frauds

21. Transfer to Investor Education and Protection Fund (IEPF)

a) Transfer of unclaimed dividend to IEPF

As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to ?33,08,344 lying with the Company for a period of seven years were transferred during the Financial Year 2021-22, to the Investor Education and Protection Fund (IEPF) established by the Central Government.

b) Transfer of shares to IEPF

As required under Section 124 of the Act, 93,635 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the Financial Year 2021-22. Details of

shares transferred to IEPF have been uploaded on the Website of IEPF as well as the Company.

22. Related Party Transactions

The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board is available at the web link: https://tatacoffee.com/sites/ default/files/collaterals/investors/related-party-transaction-policy-april2022.pdf.

23. Corporate Governance and Management Discussion & Analysis Report

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis is presented in a separate section forming part of this Annual Report.

24. Business Responsibility Report

As required under Regulation 34 of the Listing Regulations, the Business Responsibility Report is provided in a separate section and forms part of the Annual Report.

25. Auditors

(i) Statutory Auditors

The Members of the Company at their Annual General Meeting held on June 14, 2021, approved

the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), as the statutory auditors of the Company for a period of five years commencing from the conclusion of the 78^th AGM held on June 14, 2021 until the conclusion of 83^rd AGM of the Company to be held in the year 2026.

Ratification of appointment of Statutory Auditors at every AGM has been dispensed with by the Ministry of Corporate Affairs. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors.

(ii) Cost Auditors

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s. S.Mahadevan & Co, (Firm Registration No. 000007) Cost Accountants, as Cost Auditor of the Company for conducting the Cost Audit for the Financial Year 2022-23, on a remuneration as mentioned in the Notice of 79^th Annual General Meeting.

A Certificate from M/s. S.Mahadevan & Co., Cost Accountants, has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.

A resolution seeking Member''s ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 79^th Annual General Meeting and the same is recommended for your consideration and ratification.

(iii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed M/s. BMP & Co. LLP, Company Secretaries, to undertake the Secretarial Audit of the Company for the year ended March 31, 2022. The Secretarial Audit Report issued in this regard is annexed as Annexure - C.

The Auditors'' Report and the Secretarial Audit Report for the Financial Year ended March 31, 2022, do not contain any qualification or reservation or adverse remarks.

26. Risk Management

that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns / risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations.

27. Particulars of Loans, Guarantees and Investments

The details of Loans, Investments and Guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

28. Fixed Deposits

29. Employees Welfare

Apart from the welfare initiatives implemented during last year, the following were the focus areas in the welfare initiatives during financial year 2021-22:

â¢ Long service award for all the employees with 25 years of service.

â¢ Vaccination for all the employees.

â¢ Supply of sanitizers, face masks, face shield masks, gloves to all employees who are dealing closely with workers.

â¢ Isolation centres for the COVID positive cases were identified in all locations.

â¢ Medical assistance for the COVID positive cases and support to the family members by providing essential needs.

â¢ Facilitation of disinfectant spraying of labour lines, hospitals etc.

â¢ Facilitation of COVID 19 preventive management as per the Government guidelines.

â¢ Skill development identification and recognition of identified skilled workers with the certificates.

â¢ UNF health project was initiated for women workers to diagnose cervical cancer and anaemia.

â¢ Blood donation camp conducted for the employees.

â¢ Awareness programme on Tata Code of Conduct (TCoC) Prevention of Sexual Harassment (POSH) was conducted by HR team in all the estates.

â¢ On a trial basis, Green Oxyguard waste incinerator was installed in one of the estates as a part of the waste management initiative.

30. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has reconstitued the Internal Complaints Committee and emphasised on the roles and responsibilities expected from the members. Training programmes were conducted around locations to strengthen the awareness among the Committee members.

The Company continuously invests in enhancing the awareness on the Policy across its workforce.

The Company also conducts a periodic (bi-annual) awareness plan across the organization on Ethics, Tata Code of Conduct, POSH & Whistle Blower policy involving workmen as facilitators.

During the financial year 2021-22, the Company received 5 complaints on sexual harassment and all the cases have been disposed of with appropriate actions.

31. Whistle Blower Policy / Vigil Mechanism

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors'' and employees to report their concerns about unethical behaviour, actual

or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and provides to employees'' direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the Website of the Company at https://tatacoffee.com/ sites/default/files/collaterals/investors/Whistle Blower Policy 24032022.pdf.

32. Corporate Social Responsibility (CSR)

The Company has a Policy on Corporate Social Responsibility and the same has been posted on the website of the Company at https://tatacoffee.com/sites/default/files/ collaterals/investors/csr-policv-and-actionplans-fv2022-23. pdf. The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - D, which forms part of this Report.

33. Extract of Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2021-22 is uploaded on the website of the Company and the same is available at https://tatacoffee.com/sites/default/ files/collaterals/investors/mgt/Annual-Return-FY-2021-22. pdf.

34. Particulars of Employees and Remuneration

35. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

36. Significant and Material Orders passed by the Regulators or Courts

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s Operations in future.

37. Green Initiatives

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 79^th Annual General Meeting of the Company including the Annual Report for FY 2021-22 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

38. Appreciation

Your Directors also thank the Government of India, Government of various States in India and government departments / agencies concerned for their co-operation.

Your Directors appreciate and value the contributions made by each and every member of the Tata Coffee family.

For and on behalf of the Board

Place: Bengaluru R. Harish Bhat

Date: April 26, 2022 Chairman

Mar 31, 2018

To the Members,

The Directors are pleased to present the 75th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2018.

FINANCIAL RESULTS:

The Company''s financial performance for the year ended 31st March 2018 is summarized below:

(Rs, in Crores)

	Standalone 2017-18 2016-17		Consolidated 2017-18 2016-17
Revenue from Operations	706	779	1567	1606
Other Income	56	69	22	23
Total Income	762	848	1589	1629
Profit Before Exceptional Items and Taxes	81	184	197	320
Add: Exceptional Income/(Expenses)	-	(2)	(11)	(2)
Profit Before Tax	81	182	186	318
Provision for Tax	18	43	(1)	108
Profit After Tax	63	139	187	210
Less: Non-controlling Interests	-	-	(80)	(59)
Profit After Tax attributable to Shareholders of the Company	63	139	107	151
Surplus brought forward from Previous Year	461	364	539	430
Amount available for appropriation	524	503	646	581
General Reserve No. I	-	(14)	-	(14)
General Reserve No. II	(7)	(8)	(7)	(8)
Reversal of Dividend Distribution Tax/Deferred Tax	2	9	7	9
Dividend paid relating to Previous Year	(33)	(24)	(33)	(24)
Tax on Dividend	(7)	(5)	(7)	(5)
Balance carried forward	479	461	606	539

1. Revenue from Operations:

Standalone:

Your Company''s total income during the year under review was Rs, 762 Crores as compared to Rs, 848 Crores in the previous year, registering a decrease of 10% over the previous year.

Consolidated:

The Consolidated total income during the year under review was Rs, 1589 Crores as compared to Rs, 1629 Crores in the previous year, registering a marginal decrease of 2% over the previous year.

2. Profits:

Standalone:

The Profit before Tax for the year 2017-18 was Rs, 81 Crores as against Rs, 182 Crores in the previous year. Profit after Tax in 2017-18 stood at Rs, 63 Crores as against Rs, 139 Crores in the previous year.

Consolidated:

On a Consolidated basis, Profit before Tax for the year 2017-18 was Rs, 186 Crores as against Rs, 318 Crores in the previous year. Profit after Tax (net of minority interest) in 2017-18 stood at Rs, 107 Crores as against Rs, 151 Crores in the previous year.

3. Dividend & Reserves:

Your Directors have recommended a Dividend of Rs, 1.50/- per share (face value of Rs, 1 per share) for the year ended 31st March 2018. The total Dividend amount aggregates to Rs, 28.02 Crores plus applicable Dividend Distribution Tax thereon.

4. Share Capital:

The Paid-up Equity Share Capital of the Company as on 31st March, 2018 was Rs, 18.68 Crores comprising of 18,67,70,370 Shares of Rs, 1/- each. The Company has not issued shares with differential voting rights, employee stock options and sweat equity shares. The Company has paid Listing Fees for the Financial Year 2018-19 to each of the Stock Exchanges, where its equity shares are listed.

5. Material changes and commitment - if any, affecting financial position of the Company from the end of the financial year till the date of this Report:

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

6. Global Coffee Scenario:

The Global Coffee markets in 2017-18 continued to be mainly influenced by the alternating Brazilian "on"and"off"crops. Global coffee production was 159.66 million bags, 1.2% higher than

2016-17 with a 12.1% increase in Robusta output offsetting a 4.6% decline in Arabica production.

The decline in Arabica production is driven by lower output of Colombian Milds at 15.21 million bags (-4.6%) and Brazilian Naturals estimated at 50.23 million bags (-9.6%).

Robusta production rose from 55.6 million bags in 2016-17 to

62.24 million bags in 2017-18 largely due to increases in output from Vietnam and Indonesia. Vietnam''s production is estimated at 29.5 million bags in coffee year 2017-18, 15.5% higher than the last year.

Coffee year 2017-18 was surplus for the second consecutive year, with production exceeding consumption. This excess is weighing down on global coffee prices in the current coffee year.

The New York (ICE) terminal, representing Arabica settled at 118.15 c/lb on 29th March 2018, and was 139.30 c/lb on 31st March 2017.

As on 29th March 2018, London Robusta May futures settled at USD 1725/MT and were USD 2149/MT on 31st March 2017.

7. Company''s Performance:

A. Plantations:

Coffee:

During the financial year 2017-18, the Company has harvested a Robusta crop of 3736 MT as against 6,000 MT in the previous year. In the case of Arabica, a production of 1,890 MT has been harvested in, being an on year as against 1,628 MT in the previous season. The coffee harvesting operation and post-harvest operations has been completed as per schedule.

Prolonged drought coupled with high temperature and reduced number of wet days resulted in depletion of soil moisture during crucial "bud differentiation period" September to October 2016. In addition to this unprecedented early blossom shower on 27th January 2017 on standing crop narrowed the gap between crop harvest and blossom for healthy flowering and fruit set.

Early rain induced immature flower bud opening, which adversely affected crop setting and production.

Tea:

The Company produced a total of 5.629 Million Kgs of Made tea for the financial year 2017-18 as against 5.666 Million kgs in the previous year. The current year''s production is less by 0.39%. Shortfall in quantum of rainfall recorded during the season and very erratic rain in Q3 affected the flush growth and thereby impacted crop.

Pepper:

The Company has achieved a pepper production of 909 MT for the financial year 2017-18 compared to 544 MT harvested during 2016-17. The density and primary grade percentage of pepper this year has been good. The Company has initiated actions to increase the production base of pepper in the coming years.

Curing Works:

The Company''s Curing Works at Kushalnagar (KNW) cured a total of 11,940 MT Coffee during the current year as against 11,528 MT in the previous year. In addition, a record quantity of 748 MT of Monsoon Coffee was processed against 520 MT in 2016-17.

Pepper Processing Unit:

The Pepper Grading Center is certified for Export Inspection Agency (EIA), which entails the Company to export Pepper meeting all the Global Standards. The unit has graded & processed 644 MT of Pepper during the financial year 2017-18, when compared with 537 MT in 2016-17. The unit is also certified under ISO 22000:2005 and SA 8000:2008.

Green Coffee Exports:

During the financial year 2017-18, your Company exported 6,100 MT of green coffee as against 6,420 MT in the previous year. Your Company continues to focus on growth, through Premium Differentiated Coffees and today differentiated coffee is 42% of our portfolio (sold at healthy premiums).

Specialty Coffee:

In line with the strategy to premiumize, differentiate and disinter mediate, the Company continues to develop its Specialty Coffees portfolio. The Monsooning Facility has undergone an expansion to bring about more focus on process and innovation. The Company offers Monsooned Malabar and Monsooned Robusta Coffees. ''Microlots'', forming about top 1% of the Company''s Arabica production have been widely appreciated. These are offered in special wet and dry milling processes. The Company''s Specialty Coffees portfolio capitalizes on its quality, sustainability, storytelling and heritage. Apart from creating value on their own, these coffees are also helping the Company target and develop new niche Roasters across the world.

Plantation Trails:

Plantation Trails, our hospitality business, continues to grow and perform exceedingly well recording the highest ever revenues and profits since inception. Primary business focus has been on delivering a premium coffee experience for its guests. Global vacation trends continue to indicate Coorg as one of the top holiday destinations for India.

Plantation Trails was the recipient of several industry awards during the year including prestigious recognitions by Booking.com and Trip Advisor. Operationally a newly upgraded food experience resulted in a complete turnaround of the food & beverages business. Cottabetta and Thaneerhulla bungalows had very positive guest feedback and continue to be best sellers. Chickmagalur as a destination has again outperformed expectations.

For a first, Plantation Trails hired students from Swastha to help with its operations. This initiative was well received and appreciated by the guests.

B. Instant Coffee Operations:

The financial year 2017-18 saw the Instant Coffee Division achieving noteworthy sales and production with the given external conditions. The total sales volumes for the financial year 2017-18 was 7531 MT compared to 8812 MT in the previous financial year, registering a drop of 15% over the previous year. The production for the year was 8150 MT compared to 8474 MT in the last fiscal. The plant capacity utilization was lower compared to previous year due to lower sales. The state-of-the-art Freeze Dried Coffee (FDC) facility underwent for a debottlenecking project successfully, safely and achieved an increased capacity up to 300 tonnes per annum. We could attract seven new customers and developed products with customized quality for them post debottlenecking project.

The sales volume was lower during 2017-18 compared to previous year due to loss of sales from one of our key customer. The Company significantly increased its value added focus in terms of product and packaging. New product variants developed for selected markets helped the Company to provide right value to the buyers and also differentiated itself from the competition. The Company also strengthened its sales and marketing team to ensure widespread reach and deeper customer connect.

New product development wing extended its focus on coffee mixes and specialized instant coffees during 2017-18 & developed 10 blends which gave sales of around 1350 MT.

Tata Coffee Grand:

The Company manufactures ''Tata Coffee Grand'', an Instant Coffee for sale in domestic market, which is being distributed and marketed by the Holding company, Tata Global Beverages Ltd. The Brand has received positive response in the market. The two product variants HTS (Hot Tea Shops) with blend of Spray Dried Coffee with Chicory, and R&G with blend of Roasted and Ground coffee with Chicory, packed for the domestic market as part of overall Tata Coffee Grand portfolio got good response from market resulting increased trend in sales.

C. Starbucks Roastery:

The Unit has recorded 26% higher production and processed 150 MT during the current year as against 119 MT in the previous year, which shows an increasing trend. The Unit successfully added additional retail SKU known as cold brew as required by Starbucks with Kenyan origin roasted coffees. The Unit continues to cater exclusively to the requirements of TATA Starbucks outlets in India from its state-of-the-art Coffee Roasting Facility at Kushalnagar Works. The Unit continues to be certified under ISO 9001:2008 (Quality Management System), FSSC22000 (Food Safety & Standards Certification), ISO 14001:2004 (Environment Management System) and FSSAI (Food Safety and Standards Authority of India).

8. Business Excellence:

The Company participated in a full assessment in the TBEM EA 2017. The Assessment Team, consisting of members from diverse Tata companies, perused the Application and visited all the operational sites in the Coffee and Tea plantations and the ICD units. There were extensive deliberations with the functional heads and the senior leadership at the Corporate Office. Inputs were also sought from the Chairman to provide direction to the Assessment Team. The Assessment Team has since presented its feedback highlighting the Strengths and Opportunities for Improvement (OFI) to the Leadership Team of the Company and also to the Board during December 2017. The Company obtained a score of 519 out of 1000 on the Model''s scoring scale. This is an increase of 32 points from its previous score. The Company is in the process of formulating Action Plans to retain its strengths and address the OFIs. The Company has also contributed to the Business Excellence journey with 4 persons having participated in assessments of other Tata Group Companies. Training of personnel across functions is also being done to spread awareness and build a group of TBEM assessors for deployment within the organization.

9. Quality Awards:

(i) Sustainability Awards:

- Two Arabica microlots of Yemmigoondi Estate was recognized as Starbuck Reserve during 2017-18.

- In the second edition of the Ernesto Illy International Coffee Award in New York for the Year 2017, Nullore and Coovercolly Estates have received the award for their excellence in quality.

- I n 2nd National Safety Practices Competition held in Chennai on 26th April 2018 by Confederation of Indian Industry, the Company was awarded for Excellence in Workplace Safety (Working at height -Pepper).

(ii) Instant Coffee Operations (ICD):

Awards

a) I CD-Theni stepped in to a milestone of achieving EHS 4 star award during 2017-18 & ICD Toopran unit sustained EHS 4 Star award which has proven the continual improvement in the areas of Environmental, Occupational Health and Safety Management Systems.

b) ICD-Toopran also achieved the prestigious FTAPCCI (Federation of Telangana and Andhra Pradesh Chambers of Commerce and Industry) Award for excellence in Industrial Productivity.

c) I CD Toopran received Legasis excellent performer award - 2017 on statutory compliance.

d) ICD Theni received four awards from MPEZ for high productivity & highest Net foreign exchange earnings

e) ICD-Theni received SEEM (Society of Energy Engineers and Managers) National Energy Management Award this year.

Certifications

i) Instant Coffee Unit, Toopran

Toopran Unit was certified for Integrated Management System (IMS) comprising of ISO 9001, ISO 14001, OHSAS 18001 along with certifications on FSSC 22000, HALAL, KOSHER, FSSAI, SA 8000, UTZ, SAN-RFA & GMP.

ii) Instant Coffee Unit, Theni

Theni Unit was certified for Integrated Management System (IMS) comprising of ISO 9001, ISO 14001, BS OHSAS 18001 along with certifications on ISO 22000, HALAL, KOSHER, BRC, IFS, FSSAI, SA 8000, UTZ, SAN-RFA & GMP.

The Theni Unit Laboratory was certified with NABL (National Accreditation Board for Testing and Calibration Laboratories).

10. Capital Expenditure:

During the financial year 2017-18, Rs, 66.37 Crores was incurred towards capital expenditure primarily on account of welfare, modernization, up gradation, replanting and other programmes undertaken in the various units of the Company.

11. Subsidiary Companies and Consolidated Financial Statements:

Subsidiary Companies:

I. Eight O'' Clock Coffee Company (EOC):

The Total Income of EOC during the financial year

2017-18 was at Rs, 860 Crores, compared to Rs, 827 Crores for the previous year. EOC in USA had a stable performance in its base business in 2017-18 with Bag coffee volume sales improving from the previous year led by effective promotion, distribution gains and new items. The Company''s Profits grew over the previous year aided largely by good control over costs. The Company continued its focus on new product launches. EOC Coffee, a premium coffee brand with over a 150 year legacy, introduced a game changer to the coffee category that delivers an enhanced coffee-drinking experience to consumers. The Company launched a new coffee infusions line in the US, which offers thoughtfully crafted coffees blended with added ingredients to help enhance your day. Through this launch, EOC is delivering an enhanced coffee drinking experience to consumers. The launch is being supported through a multi-faceted marketing campaign and the consumer response has been positive. EOC and Keurig Green Mountain, Inc. (Keurig) have announced a multiyear expansion of their successful partnership for the manufacturing, sales, licensing and distribution of the EOC Coffee brand in K-Cup pods for use in Keurig brewers.

II. Consolidated Coffee Inc. (CCI):

CCI is the Holding Company of EOC. The Consolidated Net Profit after taxes was Rs, 161 Crores as compared to '' 117 Crores for the previous year.

Performance of Subsidiaries:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (''the Act''), a statement containing salient features of Financial Statements of subsidiaries in Form AOC-1 is annexed as Annexure - A.

The Company does not have any Associate or Joint Venture Companies. The Company has adopted a policy for determining the criteria of material subsidiaries which can be viewed on the Company''s website at www.tatacoffee.com.

12. Freeze Dried Instant Coffee Facility in Vietnam:

The Board of Directors of the Company at their meeting held on 19th December 2016 had approved setting up of a state-of-the-art greenfield Freeze Dried Instant Coffee facility in Vietnam of 5000 MT capacity per annum through a Subsidiary Company, with an estimated Project Cost of Rs, 350 Crores. Pursuant thereto, the Company has infused an amount of Rs, 38.77 Crores in the equity capital of"Tata Coffee Vietnam Company Limited", which is a Wholly-owned Subsidiary of the Company.

The plant is being setup at the Vietnam-Singapore Industrial Park in Southern Binh Duong province, Vietnam. This trailblazing move marks a very important phase in the Company''s Instant Coffee business. The Directors are happy to report that the Project is making satisfactory progress and that the Instant Coffee plant is expected to be operational early 2019.

13. Directors'' Responsibility Statement:

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory, Cost and Secretarial Auditors including Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s Internal Financial Controls were adequate and effective during the financial year 2017-18.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) I n the preparation of the accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed and that there are no material departures;

(ii) they 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 as at the end of the financial year and of the profits of the Company for that period;

(iii) they 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 the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the Accounts for the financial year ended 31st March, 2018 on a ''going concern'' basis;

(v) they have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and are operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and are operating effectively.

14. Disclosure on compliance with Secretarial Standards

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

15. Directors & Key Managerial Personnel:

Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors at its meeting held on 18th May 2017, appointed Dr. P. G. Chengappa as an Additional Director (Non-executive Independent) of the Company with effect from that date. Further, at the same meeting, the Board of Directors re-appointed Mr. K. Venkataramanan as Executive Director - Finance and Chief Financial Officer for a further term of 3 years with effect from 25th October 2017, on terms of remuneration as recommended by the Nomination & Remuneration Committee. These appointments have further been approved by the Shareholders at the Annual General Meeting of the Company held on 17th July 2017.

I n view of the planned relocation of Mr. T Radhakrishnan to Vietnam during FY 2018-19 to head the Instant Coffee Plant of the Company''s Subsidiary - Tata Coffee Vietnam Company Limited at Vietnam, Mr. T Radhakrishnan resigned as Executive Director - ICD Operations of the Company, with effect from 7th November 2017. Your Directors place on record their appreciation of the valuable services rendered by him during his tenure as Executive Director of the Company.

Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors at its meeting held on 7th November 2017, appointed Mr. L Krishnakumar as an Additional Director (Non-executive Non-Independent) of the Company with effect from that date. Pursuant to the provisions of Section 161 of the Act, Mr. Krishnakumar holds office till the date of the ensuing Annual General Meeting and is eligible for appointment. A resolution in this behalf is set out at Item No.4 of the Notice of Annual General Meeting, for members'' approval.

The Board of Directors at its meeting held on 23rd March 2018, subject to the approval of the shareholders in the general meeting, re-appointed Mr. Sanjiv Sarin as the Managing Director & CEO of the Company for a further period i.e., from 25th April 2018 to 31st March 2019 on terms of remuneration as recommended by the Nomination & Remuneration Committee. A resolution in this behalf is set out at Item No.5 of the Notice of Annual General Meeting, for members'' approval.

The Board of Directors at its meeting held on 7th May 2018, subject to the approval of the shareholders in the general meeting, re-appointed Mr. Chacko Purackal Thomas as the Executive Director & Dy. CEO of the Company for a further period of 3 years i.e., from 4th August 2018 to 3rd August 2021 on terms of remuneration as recommended by the Nomination & Remuneration Committee. A resolution in this behalf is set out at Item No.6 of the Notice of Annual General Meeting, for members''approval.

Pursuant to the provisions of Section 152 of the Act, Mr. R. Harish Bhat, Director, will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:

- Mr. Sanjiv Sarin, Managing Director & CEO

- Mr. K.Venkataramanan, Executive Director- Finance & CFO

- Mr. N. Anantha Murthy, Head - Legal & Company Secretary

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1 )(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (''the Listing Regulations''). In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.

16. Board and Committee Meetings:

The Annual Calendar of Board and Committee Meetings planned during the year were circulated in advance to the Directors.

The Board has constituted an Audit Committee comprising of Mr. S. Santhanakrishnan as Chairman, Mr. V Leeladhar and Ms. Sunalini Menon as its Members. There have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board.

17. Governance Guidelines:

The Company has adopted Governance Guidelines on Board Effectiveness. The Governance Guidelines encompasses aspects relating to composition and role of the Board, Chairman and Directors, Board Diversity, Definition of Independence, Term of Directors, Retirement Age and Committees of the Board. It also covers aspects relating to Nomination, Appointment, Induction and Development of Directors, Directors'' Remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

18. Policy on Director''s Appointment and Remuneration and other details:

(a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the resumes of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.

On the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Act and the Listing Regulations. The remuneration determined for Executive/ Independent Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive Directors are compensated by way of profit sharing commission and the criteria being their attendance and contribution at the Board/Committee Meetings. The Executive Directors are not paid sitting fees; the Non-Executive Directors are entitled to sitting fees for attending the Board/Committee Meetings.

I t is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of the Company. The Company''s Policy on Directors Appointment and Remuneration and other matters provided in Section 178(3) of the Act and Regulation 19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report.

(b) Familiarization/Orientation program for Independent Directors:

The Independent Directors attend a Familiarization / Orientation Program on being inducted into the Board. The details of Familiarization Program are provided in the Corporate Governance Report and are also available on the Company''s website. The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Company''s website at https://www.tatacoffee.com.

19. Dividend Distribution Policy:

As required under Regulation 43A of the Listing Regulations, the Company has formulated a Policy on Dividend Distribution.

This Policy can be viewed on the Company''s website at https:// www.tatacoffee.com.

20. Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees on the evaluation criteria defined by the Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

The Board''s functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

21. Internal Control Systems & their adequacy:

22. Reporting of Frauds:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

23. Transfer to Investor Education and Protection Fund:

a) Transfer of unclaimed dividend / debenture redemption / debenture interest to IEPF:

As required under Section 124 of the Act, the unclaimed dividend amount aggregating to '' 13,63,703/- pertaining to the financial year ended on 31st March, 2010, '' 9,47,690/- in respect of interim dividend declared for the financial year ended on 31st March 2011 and Unclaimed Interest on Debentures including Debenture redemption amount aggregating to '' 2,70,203/- lying with the Company for a period of seven years were transferred during the year 2017-18, to the Investor Education and Protection Fund established by the Central Government.

b) Transfer of shares to IEPF:

As required under Section 124 of the Act, 12,42,821 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the financial year 2017-18. Details of shares transferred have been uploaded on the website of IEPF as well as the Company.

24. Auditors:

(i) Statutory Auditors:

The Members at the 73rd Annual General Meeting of the Company held on 26th July, 2016, had appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) as the Statutory Auditor of the Company to hold office for a term of five years i.e., from the conclusion of the said Annual General Meeting until the conclusion of 78th Annual General Meeting of the Company to be held in 2021, subject to ratification of their appointment by the shareholders, every year. The Ministry of Corporate Affairs vide its Notification dated 7th May 2018, has dispensed with the requirement of ratification of Auditor''s appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditor''s appointment is not included in the Notice of the ensuing Annual General Meeting.

(ii) Cost Auditors:

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s. Rao, Murthy & Associates, Cost Accountants, as Cost Auditor of the Company for conducting the Cost Audit for the financial year 2018-19, on such remuneration as mentioned in the Notice of the ensuing Annual General Meeting.

A resolution seeking Member''s ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 75th Annual General Meeting and the same is recommended for your consideration and ratification.

(iii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed M/s. BMP & Co., LLP, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the year ended 31st March, 2018. The Secretarial Audit Report issued in this regard is annexed as Annexure - B.

The Auditors'' Report and the Secretarial Audit Report for the financial year ended 31st March, 2018 do not contain any qualification or reservation or adverse remark.

25. Risk Management:

The Company has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) approving the Company''s Risk Management Framework and (b) overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns/risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations.

26. Particulars of Loans, Guarantees and Investments:

The details of Loans and Investments and Guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

27. Fixed Deposit:

28. Related Party Transactions:

All Related Party Transactions that were entered into during the financial year under review were on an arm''s length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders'' approval under Regulation 23 of the Listing Regulations.

None of the transactions entered into with related parties falls under the scope of Section 188(1) of the Act. Details of transactions with related parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - C in Form AOC-2 and forms part of this Report.

The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board may be viewed on the Company''s website at the web link: http:// www.tatacoffee.com/investors/related_party.pdf.

29. Corporate Governance & Management Discussion & Analysis Report:

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on Corporate Governance as required under the Listing Regulations is provided in a separate section and forms part of the Annual Report. Certificate from the Practicing Company Secretary regarding compliance with the conditions stipulated in the Listing Regulations forms part of the Corporate Governance Report.

The Management Discussion and Analysis Report as required under the Listing Regulations is presented in a separate section and forms part of the Annual Report.

30. Business Responsibility Report:

As required under Regulation 34 of the Listing Regulations, the Business Responsibility Report is provided in a separate section and forms part of the Annual Report.

31. Employees Welfare:

provisions at cost through co-operative stores and providing housing loan interest subsidy & interest free loans for the employee family wellness.

Apart from the welfare initiatives implemented during last year, the following were the main focus areas in the welfare initiatives during FY 2017-18:

- improvement in housing infrastructure for Plantation workers)

- Introduction of new mobile toilets in plantations for the workers use in the work spots.

- Digitalization of TCL employees health records through TDHP

- Implementation of uniform colour coded waste segregation measures across locations.

32. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Work place:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to enquire into complaints of sexual harassment and recommend appropriate action.

During the financial year 2017-18, the Company received 4 complaints on sexual harassment, which have been disposed of and appropriate actions were taken.

33. Whistle Blower Policy/Vigil Mechanism:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at www.tatacoffee.com.

34. Corporate Social Responsibility (CSR):

The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - D, which forms part of this Report.

The Company has a Corporate Social Responsibility Policy and the same has been posted on the website of the Company at www.tatacoffee.com.

35. Extract of Annual Return:

Pursuant to the provisions of Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in the prescribed form i.e., Form MGT-9 is annexed herewith as Annexure - E, which forms part of this Report.

36. Particulars of Employees and Remuneration:

I n terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company upto the date of the 75th Annual General Meeting.

37. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure - G and forms part of this Report.

38. Significant and Material Orders passed by the Regulators or Courts:

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s Operations in future.

39. Green Initiatives:

I n commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 75th Annual General Meeting of the Company are sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their e-mail addresses, physical copies are sent through the permitted mode.

40. Acknowledgement:

Your Directors take this opportunity to thank the Parent Company - Tata Global Beverages Limited, the employees, customers, vendors, investors and the communities in which the Company operates, for their unstinted co-operation and valuable support extended to the Company during the year.

Your Directors also thank the Government of India, Government of various States in India and concerned government departments/agencies for their co-operation.

Your Directors appreciate and value the contributions made by every member of Tata Coffee family.

For and on behalf of the Board

Place: Bengaluru R. HARISH BHAT

Date: 7th May 2018 Chairman

Mar 31, 2017

To the Members,

The Directors are pleased to present the 74^th Annual Report together with the Audited Statement of Accounts for the year ended 31^st March, 2017.

FINANCIAL RESULTS:

Your Company has adopted Indian Accounting Standards (Ind AS) from 1st April, 2016 and these are the Company''s first annual financial statements prepared in accordance with Ind AS, with comparatives for the previous year restated as per Ind AS.

The Company''s financial performance for the year ended 31^st March 2017 is summarized below:

(Rs. in Crores)

	Standalone		Consolidated
	2016-17	2015-16	2016-17	2015-16
Revenue from Operations	779	708	1606	1551
Other Income	69	45	23	20
Total Income	848	753	1629	1571
Profit Before Exceptional Items and Taxes	184	109	320	213
Add: Exceptional Income/(Expenses)	(2)	(7)	(2)	(7)
Profit Before Tax	182	102	318	206
Provision for Tax	43	37	108	81
Profit After Tax	139	65	210	125
Less: Non-controlling Interests			(58)	(43)
Profit After Tax attributable to Shareholders of the	139	65	151	82
Company
Surplus brought forward from Previous Year	364	343	430	392
Amount available for appropriation	503	408	581	474
General Reserve No. I	(14)	(11)	(14)	(11)
General Reserve No. II	(8)	(8)	(8)	(8)
Reversal of Dividend Distribution Tax	9	4	9	4
Dividend paid relating to Previous Year	(24)	(24)	(24)	(24)
Tax on Dividend	(5)	(5)	(5)	(5)
Balance carried forward	461	364	539	430

1. Revenue from Operations:

Standalone:

Your Company''s total income during the year under review was Rs. 848 Crores as compared to Rs.753 Crores in the previous year, registering an increase of 13% over the previous year.

Consolidated:

The Consolidated total income during the year under review was Rs.1629 Crores as compared to Rs.1571 Crores in the previous year, registering an increase of 4% over the previous year.

2. Profits:

Standalone:

The Profit before Tax for the year 2016-17 was Rs.182 Crores as against Rs.102 Crores in the previous year. Profit after Tax in 2016-17 stood at Rs.139 Crores as against Rs.65 Crores in the previous year.

Consolidated:

On a Consolidated basis, Profit before Tax for the year 2016-17 was Rs.318 Crores as against Rs.206 Crores in the previous year. Profit after Tax (net of minority interest) in 2016-17 stood at Rs.151 Crores as against Rs.82 Crores in the previous year.

3. Dividend & Reserves:

Your Directors have recommended a Dividend of Rs.1.75/- per share (face value of Rs.1 per share) for the year ended 31st March 2017, which includes a special dividend of Rs.0.25 per share to commemorate the completion of 25 years of a Tata Group Company acquiring controlling interest in Tata Coffee Limited (erstwhile Consolidated Coffee Limited). The total Dividend amount aggregates to Rs.32.68 Crores plus applicable Dividend Distribution Tax. It is proposed to carry forward a sum of Rs.14.00 Crores towards General Reserve No. I.

4. Share Capital:

The Paid-up Equity Share Capital of the Company as on 31st March, 2017 was Rs.18.68 Crores comprising of 18,67,70,370 Shares of Rs.1/- each. The Company has not issued shares with differential voting rights, employee stock options and sweat equity shares. The Company has paid Listing Fees for the Financial Year 2017-18 to each of the Stock Exchanges, where its equity shares are listed.

5. Material changes and commitment - if any, affecting financial position of the Company from the end of the financial year till the date of this Report:

6. Global Coffee Scenario:

The Global Coffee Markets in 2016-17 presented distinctly different pictures for Arabica and Robusta Coffees. On an overall basis, the crop year 2016-17 witnessed a balanced scenario between supply (production) and demand (consumption). The total production of coffee, across multiple estimates was around 155 million bags (60 kgs) matched by almost equal demand of 155 million bags. However, the break-up provides a different picture. The Arabica production, estimated at 95 million bags was an all-time record and the Robusta production at an estimated 60 million bags was the lowest in over 5 years. This deficit of Robusta - over 10% on demand - was only partly compensated by the Arabica surplus. This was indeed the driving force behind the terminal movements for the year.

The New York (ICE) terminal, representing Arabica settled at 141.65 Cents / lb (Jul futures) on 31st March 2017. It had settled for the same position at 129.35 Cents / lb (Jul futures) on 1st April 2016. This year, wide rise in the Arabica terminal was a modest 9.5%. In sharp contrast, the London terminal, representing Robusta coffee saw an increase of 43% through the year. It settled at 2171 $ / MT (Jul futures) on 31st March 2017 as against a close of 1519 $ / MT on the same position at the start of the year on 1st April. The sharp deficit of Robusta coffee was therefore the key defining feature of the market through the FY 2016-17.

7. Company''s Performance:

A. Plantations:

Coffee:

During the financial year 2016-17, the Company has harvested a Robusta crop of 6,000 MT as against 6,222 MT in the previous year. In the case of Arabica, a production of 1,628 MT has been harvested in being an off year as against 1,899 MT in the previous season. The coffee harvesting operation and post-harvest operations has been completed as per schedule.

Planting district of Coorg and Hassan recorded a 46% shortfall in rainfall leading to a drought like situation. The distribution was also distorted with some unprecedented showers during harvest period. The average temperature increased significantly affecting the growth of plants and also the development of bean.

Tea:

The Company produced a total of 5.666 Million Kgs of Made tea for the Financial Year 2016-17 as against 6.180 Million kgs in the previous year. The current year''s production is less by 8%. Shortfall in quantum of rainfall recorded during the season and with distorted distribution coupled with increased day temperature affected the flush growth and thereby impacting crop.

Pepper:

The Company has achieved a pepper production of 544 MT for the Financial Year 2016-17 compared to 599 MT harvested during 2015-16. The density and grade percentage of pepper this year has been good. The Company has initiated various steps to further enhance the production base of pepper in the coming years.

Curing Works:

The Company''s Curing Works at Kushalnagar (KNW) cured a total of 11,528 MT Coffee during the current year as against 11,162 MT in the previous year. In addition, a record quantity of 520 MT of Monsoon Coffee was processed against the average quantity of 300 MT in the recent years.

Pepper Processing Unit:

The entire Pepper of the Company is graded and processed at KNW. The unit has graded & processed 537 MT of Pepper during the Financial Year 2016-17. The unit is certified under ISO 22000:2005 and SA 8000:2008.

Green Coffee Exports:

During the Financial Year 2016-17, your Company exported 6,420 MT of coffee as against 6,332 MT in the previous year. Your Company continues to focus on growth, through Premium Differentiated Coffees with volumes sold at 52% of the total exports at very healthy premiums.

Plantation Trails:

Plantation Trails, our hospitality business, continues to grow and perform exceedingly well recording the highest ever revenues and profits since inception. Emphasis for the year has been on the digital transformation and realignment for the business. A new mobile enabled website and payment gateway, a new reservation module, and a complete revamp of the social media channels and digital marketing approach, have given the business the online edge. Chickmagalur was recently introduced as a new destination and the property continues to receive positive reviews.

Plantation Trails was the recipient of several industry awards during the year including the prestigious recognition by Trip Advisor for the "Certificate of Excellence-Winner". International and domestic travel media continue to make mentions about Coorg and the ''Plantation Trails'' experience.

B. Instant Coffee Operations:

The financial year 2016-17 saw the Instant Coffee Division achieving record sales and production. The total sales volumes for the financial year 2016-17 was 8812 MT compared to 7,660 MT in the previous financial year, registering an increase of 15% over the previous year. The production for the year was 8474 MT compared to 7,986 MT in the last fiscal. The plant capacity utilization is more than the designed capacity (8400 TPA). The state-of-the-art Freeze Dried Coffee (FDC) facility also underwent a limited debottlenecking project to achieve its full capacity during the year.

The sales volume growth was healthy across all key geographies - namely Russia and Commonwealth of Independent States, Africa, Europe and Middle East. The Company continued to consolidate its dominant market positions in Russia and Africa and also expanded into potential growth markets in Asia. The Company significantly increased its value added focus in terms of product and packaging. New product variants developed for select markets helped the Company to provide right value to the buyers and also differentiate itself from the competition. The Company also strengthened its sales and marketing team to ensure widespread reach and deeper customer connect.

Tata Coffee Grand:

The Company manufactures ''Tata Coffee Grand'', an Instant Coffee for sale in domestic market, which is being distributed and marketed by the Holding company, Tata Global Beverages Ltd. The Brand has received positive response in the market. In addition, during the year, there were two product variants HTS (Hot Tea Shops) with blend of Spray Dried Coffee with Chicory, and R&G with blend of Roasted and Ground coffee with Chicory, packed for the domestic market as part of overall Tata Coffee Grand portfolio.

C. Starbucks Roastery:

The Unit did 15% higher production and processed 119 MT during the current year as against 102 MT in the previous year. The Unit is successfully qualified by Starbucks for Expresso, India Estates Blend, Kenya, Sumatra and Italian roasted coffees. The Unit continues to cater exclusively to the requirements of TATA Starbucks outlets in India from its state-of-the-art Coffee Roasting Facility at Kushalnagar Works. The Unit is certified under ISO 9001:2008 (Quality Management System), FSSC 22000 (Food Safety & Standards Certification), ISO 14001:2004 (Environment Management System) and FSSAI (Food Safety and Standards Authority of India).

8. Business Growth:

Your Company has a dedicated team of Management and Operating Personnel who have been instrumental in the growth of the business over the years. Your Directors believe that the Company has the potential to further scale up its business volumes and profitability and are in the process of identifying new avenues of growth and effective utilization of its existing resources.

9. Quality Awards:

(i) Sustainability Awards:

Your Company has consistently been committed to environment protection and co-exists with nature at the coffee plantations.

The Company has been awarded the ''Excellence in Work Place Safety'' trophy for its elephant conservation project, in the Confederation of Indian Industry IQ National Safety Competition. Further, the Company was recognized as the ''Most Ethical Company'' in the Agriculture Sector in November 2016.

The Anandapur, Karadibetta, Ubban, Valparai and Yemmigoondi Estates of the Company have bagged Regional and Specialty awards for their Arabica and Robusta Coffee.

(ii) Instant Coffee Operations (ICD):

Awards

ICD-Toopran stepped into a milestone of achieving EHS 4 star in 2016-17, which has proven the continual development in the areas of Environmental, Occupational Health and Safety Management Systems.

ICD-Toopran also achieved the prestigious FTAPCCI (Federation of Telangana and Andhra Pradesh Chambers of Commerce and Industry) Award for excellence in Industrial Productivity.

I CD-Theni received SEEM (Society of Energy Engineers and Managers) National Energy Management Award 2016.

Certifications

Instant Coffee Unit, Toopran

Toopran Unit was certified for Integrated Management System (IMS) comprising of ISO 9001, ISO 14001, OHSAS 18001, along with certification on ISO 22000, HALAL, KOSHER, BIS, FSSAI, SA 8000, UTZ, SAN-RA.

Instant Coffee Unit, Theni

Theni Unit was certified for Integrated Management System (IMS) comprising of ISO 9001, ISO 14001, BS OHSAS 18001, along with certification on ISO 22000, HALAL, KOSHER, BRC, IFS, FSSAI, SA 8000, UTZ, SAN-RFA.

The Theni Unit Laboratory was certified with NABL (National Accreditation Board for Testing and Calibration Laboratories).

10. Capital Expenditure:

During the Financial Year 2016-17, Rs.4497.53 Lakhs was incurred towards capital expenditure primarily on account of welfare, modernization, upgradation and other programmes undertaken in the various units of the Company.

11. Subsidiary Companies and Consolidated Financial Statements:

Subsidiary Companies:

I. Eight O'' Clock Coffee Company (EOC):

The total Income of EOC during the Financial Year 2016-17 was at Rs.827 Crores, under Ind AS, compared to Rs.843 Crores for the previous year. The EOC''s bags volumes sold were marginally higher than the previous year amidst intense competitive spending. EOC''s total income also includes royalty income from the single serve K-cups sold under a licensing agreement with Keurig. K-cup volumes were lower than previous year due to intense competitive pressures. EOC''s profits were higher on account of higher sales, and lower costs.

II. Consolidated Coffee Inc. (CCI):

CCI is the Holding Company of EOC. The Consolidated net profit after taxes was Rs.117 Crores as compared to Rs.85 Crores for the previous year.

Performance of Subsidiaries:

12. Freeze Dried Instant Coffee Facility in Vietnam:

The Board of Directors of the Company at their meeting held on 19th December 2016 approved setting up of a state-of-the-art green field Freeze Dried Instant Coffee facility in Vietnam of 5000 MT capacity per annum through a Subsidiary Company, with an estimated Project Cost of Rs.350 Crores. Pursuant thereto, the Company has on 4th May 2017, infused an amount of Rs.30.49 Crores in the equity capital of "Tata Coffee Vietnam Company Limited" which is a Wholly-owned Subsidiary of the Company. The Directors are happy to report that the Project is making satisfactory progress.

13. Directors Responsibility Statement:

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory, Cost and Secretarial Auditors including Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s Internal Financial Controls were adequate and effective during the Financial Year 2016-17.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the accounts for the Financial Year ended 31st March, 2017, the applicable accounting standards have been followed and that there are no material departures;

(ii) they 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 as at the end of the Financial Year and of the profits of the Company for that period;

(iv) they have prepared the Accounts for the Financial Year ended 31st March, 2017 on a ''going concern'' basis;

(v) they have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and are operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and are operating effectively.

14. Directors & Key Managerial Personnel:

Prof. Arun Monappa, Non-executive Independent Director of the Company retired on 9^th March 2017, on reaching the retirement age as per the Governance Guidelines adopted by the Board. Your Directors wish to place on record their sincere appreciation for the valuable contribution made by Prof. Monappa during his tenure as Director of the Company.

The Board of Directors at its meeting held on 18^th May 2017 appointed Dr. P. G. Chengappa as an Additional Director of the Company with effect from that date. Pursuant to the provisions of Section 161 of the Act, Dr. Chengappa holds office till the date of ensuing Annual General Meeting and is eligible for appointment. A resolution in this behalf is set out at Item No.5 of the Notice of Annual General Meeting, for members'' approval.

Further, the Board of Directors, at its meeting held on 18^th May 2017, subject to the approval of the Members at the ensuing Annual General Meeting, re-appointed Mr. K. Venkataramanan as Executive Director - Finance and Chief Financial Officer for a further term of 3 years with effect from 25^th October 2017, on terms of remuneration as recommended by the Nomination & Remuneration Committee. A resolution in this behalf is set out at Item No.6 of the Notice of Annual General Meeting, for members'' approval.

I n terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:

- Mr. Sanjiv Sarin, Managing Director & CEO

- Mr. K. Venkataramanan, Executive Director - Finance & CFO

- Mr. N. Anantha Murthy, Head - Legal & Company Secretary

Mr. N. S. Suryanarayanan, who earlier held the position of Company Secretary, retired from the services of the Company, effective 19^th December 2016.

All the Independent Directors have given their declarations stating that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (''the Listing Regulations''). In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.

15. Board and Committee Meetings:

An Annual Calendar of Board and Committee Meetings planned during the year was circulated in advance to the Directors.

The Board has constituted an Audit Committee comprising of Mr. S. Santhanakrishnan as Chairman, Ms. Sunalini Menon, Mr. V. Leeladhar and Mr. Siraj Azmat Chaudhry as its Members. There have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board.

The details of the composition of the Board and its Committees and number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.

16. Governance Guidelines:

The Company has adopted Governance Guidelines on Board Effectiveness. The Governance Guidelines encompasses aspects relating to composition and role of the Board, Chairman and Directors, Board Diversity, Definition of Independence, Term of Directors, Retirement Age and Committees of the Board. It also covers aspects relating to Nomination, Appointment, Induction and Development of Directors, Director Remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

17. Policy on Director''s Appointment and Remuneration and other details:

(a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the resumes of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of the Company. The Company''s Policy on Directors'' Appointment and Remuneration and other matters provided in Section 178(3) of the Act and Regulation 19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report.

(b) Familiarization/Orientation program for Independent Directors:

18. Dividend Distribution Policy:

As required under Regulation 43A of the Listing Regulations, the Company has formulated a Policy on Dividend Distribution, which is attached as Annexure - B. This Policy can also be viewed on the Company''s website at https://www.tatacoffee.com.

19. Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

The Board''s functioning was evaluated on various aspects, including inter-alia the structure of the Board, meeting of the Board, functions of the Board, degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on the degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings.

20. Internal Control Systems & their adequacy:

21. Reporting of Frauds:

22. Transfer to Investor Education and Protection Fund:

As required under Section 124 of the Act, the unclaimed dividend amount aggregating to Rs.10,02,912/- pertaining to the financial year ended on 31st March, 2009 and Unclaimed Interest on Debentures aggregating to Rs.59,807/- lying with the Company for a period of seven years were transferred during the year 2016-17, to the Investor Education and Protection Fund established by the Central Government.

23. Auditors:

(i) Statutory Auditors:

The term of office of M/s SNB Associates, Chartered Accountants (Firm Registration No. 015682N) who were appointed as the Joint Statutory Auditors at the 73^rd Annual General Meeting of the Company held on 26^th July 2016, expires upon conclusion of the ensuing Annual General Meeting of the Company.

The Members at the 73rd Annual General Meeting of the Company held on 26th July, 2016, had appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) as the Statutory Auditor of the Company to hold office for a term of five years i.e., from the conclusion of the said Annual General Meeting until the conclusion of 78th Annual General Meeting of the Company to be held in 2021, subject to ratification of their appointment by the shareholders, every year. The Notice of Annual General Meeting contains a resolution to this effect, for your approval.

(ii) Cost Auditors:

A resolution seeking Member''s ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 74th Annual General Meeting and the same is recommended for your consideration and ratification.

(iii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the rules made there under, the Company had appointed M/s. HBP & Co., Company Secretaries, to undertake the Secretarial Audit of the Company for the year ended 31st March, 2017. The Secretarial Audit Report issued in this regard is annexed as Annexure - C.

The Auditors'' Report and the Secretarial Audit Report for the Financial Year ended 31st March, 2017 do not contain any qualification or reservation or adverse remark.

24. Risk Management:

The Company has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) approving the Company''s Risk Management Framework and (b) Overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns/risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations.

25. Particulars of Loans, Guarantees and Investments:

The details of Loans and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report. The Company has not provided any guarantees during the Financial Year.

26. Fixed Deposit:

27. Related Party Transactions:

All Related Party Transactions that were entered into during the Financial Year under review were on an arm''s length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders'' approval under Regulation 23 of the Listing Regulations.

28. Corporate Governance & Management Discussion & Analysis Report:

The Management Discussion and Analysis Report as required under the Listing Regulations is presented in a separate section and forms part of the Annual Report.

29. Business Responsibility Report:

As required under Regulation 34 of the Listing Regulations, the Business Responsibility Report is provided in a separate section and forms part of the Annual Report.

30. Employees Welfare:

The Company continues to focus on welfare and improving the quality of lives of its employees by providing educational assistance to their children, creche and child care facilities, transport at subsidized rate to school going children and supply of provisions at cost through co-operative stores.

31. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Work place:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to enquire into complaints of sexual harassment and recommend appropriate action.

During the Financial Year 2016-17, the Company received 2 complaints on sexual harassment, which have been disposed of and appropriate actions were taken.

32. Whistle Blower Policy/Vigil Mechanism:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at www.tatacoffee.com http://www.tatacoffee.com/.

33. Corporate Social Responsibility (CSR):

The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - E, which forms part of this Report.

The Company has a Corporate Social Responsibility Policy and the same has been posted on the website of the Company at www.tatacoffee.com http://www.tatacoffee.com/.

34. Extract of Annual Return:

Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in the prescribed form i.e., Form MGT-9 is annexed herewith as Annexure - F, which forms part of this Report.

35. Particulars of Employees and Remuneration:

36. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure - H and forms part of this Report.

37. Significant and Material Orders passed by the Regulators or Courts:

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s Operations in future.

38. Green Initiatives:

I n commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 74th Annual General Meeting of the Company are sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their e-mail addresses, physical copies are sent through the permitted mode.

39. Acknowledgement:

Your Directors take this opportunity to thank the Parent Company - Tata Global Beverages Limited, the employees, customers, vendors, investors and the communities in which the Company operates, for their continued valuable support and co-operation extended to the Company during the year.

Your Directors also thank the Government of India, Government of various States in India and concerned government departments/agencies for their co-operation.

Your Directors appreciate and value the contributions made by every member of Tata Coffee family.

For and on behalf of the Board

Place: Bengaluru R. HARISH BHAT

Date: 18th May, 2017 Chairman

Mar 31, 2016

The Directors are pleased to submit the 73rd Report together with the Audited Statement of Accounts for the year ended 31st March, 2016.

FINANCIAL RESULTS:

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

(Rs,in Crores)

Standalone Consolidated

2015-16 2014-15 2015-16 2014-15

REVENUE FROM OPERATIONS 718.18 685.31 1764.45 1692.95 Profit from Operations 101.64 104.20 252.12 289.72

Other Income 35.93 40.14 10.97 8.92

Profit before Finance Costs 137.57 144.34 263.09 298.64

Finance Costs 6.00 9.20 35.32 39.45

Profit Before Exceptional Income &Taxes 131.57 135.14 227.77 259.19

Exceptional Income (Net) 10.40 652 10.40 6.52

Profit Before Tax 141.97 141.66 238.17 265.71

Provision for Tax 39.47 40.10 80.17 95.45

Profit After Tax 102.50 101.56 158.00 170.26

Minority Interest - - 40.16 49.87

Profit After Tax net of Minority Interest 102.50 101.56 117.84 120.39

Surplus brought forward from Previous Year 283.15 233.28 328.60 260.03

Transfer on Merger of Alliance Coffee Limited - 0.13 -

Amount available for appropriation 385.65 334.97 446.44 380.42

General Reserve No. I (11.00) (11.00) (11.00) (11.00)

General Reserve No. II (8.10) (13.82) (8.10) (13.82)

Reversal of Dividend Distribution Tax 4.12 238 4.12 2.38

Transitional Impact of Depreciation - (0.16) - (0.16)

Dividends

Final (Proposed) (24.28) (24.28) (24.28) (24.28)

Tax on Dividend (4.94) (4.94) (4.94) (4.94)

(29.22) (29.22) (29.22) (29.22)

Balance carried forward 341.45 283.15 402.24 328.60

1. Turnover: Standalone:

Your Company''s turnover during the year under review was Rs, 718.18 Crores as compared to Rs, 685.31 Crores in the previous year, registering an increase of 5% over the previous year.

Consolidated:

The Consolidated turnover was Rs, 1,764.45 Crores as compared toRs, 1,692.95 Crores in the previous year, registering an increase of 4% over the previous year.

2. Profits: Standalone:

Profit from Operations before ''Other income and interest'' for the year ended 31st March, 2016, stood at Rs, 101.64 Crores as against Rs, 104.20 Crores in the previous year. Profit before Tax for the year 2015-16 is Rs, 141.97 Crores as against Rs, 141.66 Crores in the previous year. Profit after Tax in 2015-16 stood at Rs,102.50 Crores as againstRs, 101.56 Crores in the previous year.

Consolidated:

On a Consolidated basis, the Profit from Operations before ''Other income and interest'' for the year ended 31st March, 2016, stood atRs, 252.12 Crores as againstRs, 289.72 Crores in the previous year. Profit before Tax for the year 2015-16 isRs, 238.17 Crores as against Rs, 265.71 Crores in the previous year. Profit after Tax (net of minority interest) in 2015-16 stood at Rs,117.84 Crores as against Rs, 120.39 Crores in the previous year.

3. Dividend & Reserves:

Your Directors have recommended a Dividend of Rs, 1.30/- per share (face value of Rs, 1 per share) aggregating to Rs, 24.28 Crores for the year 2015-16. The Dividend Tax amounts to Rs, 4.94 Crores. It is proposed to carry forward a sum of Rs, 11 Crores towards General Reserve No. I.

4. Share Capital:

The Paid-up Eguity Share Capital as on 31st March, 2016 was Rs, 18.68 Crores comprising of 18,67,70,370 Shares ofRs, 1 each. The Company has not issued shares with differential voting rights, employee stock options and sweat eguity shares. The Company has paid Listing Fees for the Financial Year 2016-17 to each of the Stock Exchanges.

5. Global Coffee Scenario:

The World produced 144 million bags of coffee in 2015 (up 1.6% from 142 million bags in 2014).Arabicas were 85 million bags (near stagnant over previous year) while Robustas increased by 4% to 60 million bags as per International Coffee Organization.

The weakening of emerging market currencies, the Brazilian Real (BRL) in particular against the US Dollar had an adverse impact on global coffee prices. This was in spite of a lower Brazilian crop at 43.2 million bags in 2015 against 45 million bags in 2014. The New York ICE Arabica terminals dropped from about 140 cents/lb in April 2015 to about 125 cents/lb in March 2016. This reflected the sharp decline in BRL starting from BRL/USD 3.08 in the beginning of the year, declining to BRL/USD 4.1 and finally settling at BRL/USD 3.65. The London LIFFE Robusta terminals also mirrored the fall in NYC terminals, with the terminals plunging from USD 1750-1800/MT in April 2015 to USD 1250-1350/MT in March 2016. A 3.8% increase in Vietnam Robusta crop (27.5 million bags in 2015) over the previous year also contributed to adversely affecting the demand-supply and prices balance.

The overall decline in terminal prices and higher Robusta production resulted in an easier access to coffees from Latin America and South East Asia. This resulted in most Roasters having long term coverage and hampered actual demand. Hence, the differentials for Indian coffees also cooled off from historical highs in the early part of the year.

6. Company''s Performance: A. Plantations: Coffee:

The Company harvested 6,222 MT of Robusta crop (being an Off year) as against 7,002 MT in the previous year. In the case of Arabica, 1,899 MT (being an On year) has been harvested as against 1,594 MT in the previous year. The Arabica crop continues to be challenged by White Stem Borer incidence Industry wide. The Company has with strict monitoring and superior agricultural practices brought down the incidence within its Estates to acceptable levels. Climate change and long spells of drought have posed major challenges and the Company has proactively geared up to meet this by enhancing its water holding capacity by digging new tanks as well as desalting its old tanks.

Tea:

The Company produced 6.180 Million Kgs of Made Tea for the Financial Year 2015-16 as against 6.170 Million Kgs in the previous year. Though the production was satisfactory, due to weak demand world over, Tea prices realized by the Company were lower in the first half of the year. By re-engineering its operations and improvement in the quality of Tea, price realizations has been better in the latter half of the year. The Company has taken various steps to improve the performance of Tea Operations.

Pepper:

The Company had a lower Pepper production of 599 MT (being an Off year) for the Financial Year 2015-16 as compared toa crop of 1150 MT(being an On year) harvested during 2014-15. Due to improved agricultural practices, the quality and grade percentages have vastly improved. The Company has initiated various steps to further enhance the production base of Pepper in the coming years.

Curing Works:

The Company''s Curing Works at Kushalnagar (KNW) cured a total of 11,162 MT Coffee during the current year as against 10,266 MT in the previous year. In addition, 310MTof Monsooned Coffee was processed. The unit is certified under ISO 22000:2005 and SA 8000:2008.

The entire Pepper of the Company is graded and processed at KNW, which graded & processed 764 MT during the Financial Year.

Green Coffee Exports:

During the Financial Year 2015-16, your Company exported 6,332 MT of coffee as against 5,382 MT in the previous year. Your Company continues to focus on growth, through Premium Differentiated Coffees with volumes at 2,940 MT at very healthy premiums.

Plantation Trails:

Plantation Trails, our hospitality business has continued to perform exceedingly well recording best ever revenues and profits. This is primarily due to continued focus on Operational Excellence, Premium Positioning and Digital Marketing coupled with changes in Revenue Management and Cost Optimization.

B. Instant Coffee Operations:

The Instant Coffee Operations recorded significant increase in its turnover and profitability during the Financial Year 2015-16. The Manufacturing units ran to full capacity during the year.

The Company posted strong performances in its key markets; doubling its volumes over last year in Africa and maintaining dominance in Russia. Strong Customer interface backed by robust new product development enabled these.

The Theni Unit received the prestigious BRC & IFS certifications which enabled the Company to service discerning manufacturers and retailers, especially in Europe. The Theni factory also received Integrated Management System (IMS) Certification which integrates all of an organization''s systems and processes in to one complete framework (ISO 14001 ISO 9001 ISO 18001), Halal & Kosher Certifications and our Toopran Unit has been Certified for SA-8000.

As part of sustaining operational excellence, the Theni unit has commissioned a Solar Power Unit, 500 kWh, increasing its Renewable Energy to 65% of its total energy.

Tata Coffee Grand:

Your Directors are pleased to inform that the Company collaborated with its Holding Company Tata Global Beverages Ltd (TGBL) and commenced manufacturing "Tata Coffee - Grand", an Instant Coffee Brand that was launched in the domestic market by TGBL in November 2015. The product is a unique blend of Freeze Dried Coffee and Agglomerated Coffee with Chicory, which has been specifically created to cater to the domestic markets. The feedback received for the offering has been very encouraging.

C. Starbucks Roastery:

The Unit has almost doubled the production and processed 102 MTduring 2015-16 as against 59 MT of the previous year. The Unit continues to cater exclusively to the requirements of TATA Starbucks outlets in India from its State-of-Art Coffee Roasting facility at Kushalnagar Works. The Coffee beans used for this purpose are being supplied exclusively from the Company''s Estates. The Unit is certified under ISO 9001:2008 (Quality Management System), ISO 22000:2005 (Food Safety Management System), FSSC 22000 (Food Safety & Standards Act, 2006), ISO 14001:2004 (Environment Management System) and KOSHER.

7. Business Growth:

Your Company has a dedicated team of Management and Operating personnel who have been instrumental in the growth of the business over the years. Your Directors believe that the Company has the potential to further scale up its business volumes and profitability and are in the process of identifying new avenues of growth and effective utilization of its existing resources.

8. Quality Awards:

(i) Sustainability Awards:

Your Company has consistently been committed to environment protection and co-exists with nature at the coffee plantations. During the year under review, the Company established itself among the biggest names in the global coffee market by winning a total of 28 awards at the India International Coffee festival 2016. The stream of accolades won by the Company at the prestigious event included the Export Award, Roaster Award, Curer Award, and the flavour of India fine Cup Award.

The Cannoncadoo, Ubban, Mylemoney, Cottabetta, Margolly, Goorghully, Yemigoondi & Valparai Estates of the Company have bagged Regional and Specialty awards for their Arabica and Robusta Coffee.

Your Company continues to actively participate in Domestic and International forums to propagate and popularize the Company''s coffee.

(ii) Instant Coffee Operations:

Theni:-

TheTheni Unit won the CII-ITC Sustainability Awards 2015 on Environment Management, as well as a Commendation for Significant Achievement.

Toopran:-

The Toopran Unit received the Excellence Award for Export Performance from the federation of Commerce & Industry, Telangana. The Unit also won the Golden Peacock Award for Environment Management. The Unit has also received second prize in National Energy Conservation Awards in the food sector.

(iii) Tea:

Your Company bagged two awards at the 12th Golden Leaf India Awards - 2016 which has been instituted by the Tea Board and United Planters'' Association of Southern India (UPASI), Coonoor, for its high-quality tea produced at its Pachaimallai factory.

The Company''s Estates and Manufacturing facilities are certified both Nationally and Internationally by Trustea, Rain forest Alliance, and Ethical Tea Partnership. These Certifications reaffirm the Company''s commitment to produce high-quality products in a sustainable and responsible manner, while protecting the environment.

9. Capital Expenditure:

During the financial Year 2015-16, Rs, 2,609.73 Lakhs was incurred primarily on account of welfare, modernisation, up- gradation and other programmes undertaken in the various units of the Company.

10. Subsidiary Companies:

I. Eight O'' Clock Coffee Company (EOC):

EOC''s Total Income during the financial Year 2015-16 at Rs,1046.27 Crores, under Indian GAAP, was higher than the previous year''s total Income ofRs, 1007.64 Crores. The EOC volumes sold were marginally higher than the previous year amidst intense competitive spending. The EOC brand continues to grow. EOC''s total income also includes royalty income from the single serve K-cups sold under a licensing agreement with Keurig. K-cup volumes were lower than previous year due to intense competitive pressures. The Green cost was overall marginally lower than previous year, though the benefits of lower Green cost were seen better pronounced in second half of financial Year 2015-16. The Profit for the year was lower compared to previous year on account of lower K-cup revenues and higher costs.

II. Consolidated Coffee Inc. (CCI):

CCI is the Holding Company of EOC. The Consolidated net profit after taxes was Rs, 80.46 Crores as compared to Rs, 99.91 Crores in the previous year.

Performance of Subsidiaries:

Pursuant to the provision of Section 129(3) of Companies Act, 2013, a statement containing salient features of financial Statements of subsidiaries in form AOC-1 is annexed as per Annexure A.

The Company does not have any Associate or Joint Venture Companies. The Company has adopted a policy for determining the criteria of material subsidiaries which can be viewed at the Company''s website at www.tatacoffee.com.

11. Directors Responsibility Statement:

Based on the framework of Internal financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory, Cost and Secretarial Auditors including Audit of Internal financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s Internal financial Controls were adequate and effective during the financial Year 2015-16.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the accounts for the Financial Year ended 31st March, 2016, the applicable accounting standards have been followed and that there are no material departures;

(ii) they 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 as at the end of the Financial Year and of the profits of the Company for that period;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adeguate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the Accounts for the Financial Year ended 31st March, 2016 on a ''going concern'' basis;

(v) they have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adeguate and are operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adeguate and are operating effectively.

12. Directors & Key Managerial Personnel:

Mr. Chacko Purackal Thomas was appointed as an Additional Director of the Company. He was also appointed as Executive Director & Deputy CEO of the Company for a period of three years w.e.f 4th August, 2015. In terms of Article 101 of the Articles of Association of the Company read with Section 161 of the Companies Act, 2013, he holds office up to the date of the ensuing Annual General Meeting. The Company has received a notice from shareholder in terms of Section 160 of the Act signifying its intention to propose the appointment of Mr. Chacko as a Director.

Mr. T Radhakrishnan has been re-appointed as Executive Director - ICD Operations of the Company by the Board at its meeting held on 16th May, 2016, for a further term of 3 years w.e.f. 26th July, 2016.

As per the provisions of the Companies Act, 2013, Mr. T Radhakrishnan and Mr. K Venkataramanan retire by rotation at the ensuing Annual General Meeting and being eligible, has offered themselves for re-appointment. The Board recommends their re-appointment.

The necessary resolutions for their appointment are also being placed before the members for their consideration at the forthcoming Annual General Meeting.

In compliance with provisions of Section 203 of the Companies Act, 2013, The Managing Director and CEO, Executive Directors and the Company Secretary have been nominated as Key Managerial Personnel.

All the Independent Directors have given declarations stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and Rules made there under and are independent of the Management.

13. Board and Committee Meetings:

An Annual calendar of Board and Committee Meetings planned during the year was circulated in advance to the Directors.

The Board has constituted an Audit Committee with Mr. S. Santhanakrishnan, Ms. Sunalini Menon, Mr. V. Leeladhar and Mr.Siraj AzmatChaudhryas Members.There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.

The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and Listing Regulations.

14. Governance Guidelines:

The Company has adopted Governance Guidelines on Board Effectiveness. The Governance Guidelines encompasses aspects relating to composition and role of the Board, Chairman and Directors, Board Diversity, Definition of Independence, Director term, retirement age and Committees of the Board. It also covers aspects relating to Nomination, Appointment, Induction and Development of Directors, Director Remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

15. Policy on Director''s Appointment and Remuneration and other details:

(a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strateqy of the Company. The NRC reviews and evaluates the resumes of potential candidates for appointment of Directors and meets them prior to makinq recommendations of their nomination to the Board. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.

On the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other Employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The remuneration determined for Executive/Independent Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive Directors are compensated by way of profit sharing Commission and the criteria being their attendance and contribution at the Board/ Committee Meetings. The Executive Directors are not paid sitting fees; the Non-Executive Directors are entitled to sitting fees for the Board/Committee Meetings.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of the Company.

The Company''s Policy on Directors'' Appointment and Remuneration and other matters provided in Section 178(3) of the Act and Regulation 19 of SEBI Listen Regulations have been disclosed in the Corporate Governance Report, which forms part of this Report.

(b) Familiarisation/Orientation program for Independent Directors:

The Independent Directors attend a Familiarisation/ Orientation program on being inducted into the Board. The details of Familiarisation program are provided in the Corporate Governance Report and are also available on our website. The Company issues a formal letter of appointment, outlining his/her role, function, duties and responsibilities, the format of which is available in our website https://www.tatacoffee.com.

16. Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee Composition and effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings.

The performance assessment of Non-independent Directors, Board as a whole and the Chairman were evaluated in a separate meeting of Independent Directors. The same was also discussed in the Board Meeting. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

17. Internal Control Systems & their adequacy:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

18. Auditors:

(1) Statutory Auditors:

M/s SNB Associates, Chartered Accountants (Firm Registration No. 015682N), were appointed as Statutory Auditors of the Company at the previous Annual General Meeting (AGM) of the Company held on 3rd August, 2015 to hold office till the conclusion of the ensuing AGM. A declaration from them has been received to the effect that they are eligible to act as Auditors of the Company under Section 141 of the Companies Act, 2013.

M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W) are proposed to be appointed as Statutory Auditors of the Company. They have signified their assent and confirmed their eligibility to be appointed as Auditors in terms of the provisions of Section 141 of the Companies Act, 2013 and Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

The Boa rd on the recon emendations of the Audit Com mite have resolved to place the proposal of Appointment/ Re-appointment of Statutory Auditors as follows:

a) M/s SNB Associates, Chartered Accountants, as the Joint Statutory Auditors for a term of one year from the conclusion of ensuing AGM until the conclusion of the next AGM of the Company subject to the approval of the shareholders.

b) M/s Deloitte Haskins & Sells LLP, Chartered Accountants, as Statutory Auditors for a term of five consecutive years i.e. from the conclusion of ensuing AGM until the conclusion of AGM of the Company to be held in the year 2021 subject to the ratification of their appointment by the shareholders at each AGM held after this AGM.

(2) Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, your Company has appointed M/s Rao, Murthy & Associates, Cost Accountants to carry out Audit of Cost Records for the Financial Year 2016-1/. Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with The Companies (Audit and Auditors) Rules, 2014, Members are requested to consider the ratification of the remuneration payable to M/s Rao, Murthy & Associates.

(3) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company had appointed Mr. Sudhir V. Hulyalkar, Company Secretary in Practice (CP No. 613/) to undertake the Secretarial Audit of the Company for the year ended 31st March, 2016. The Secretarial Audit Report issued in this regard is annexed as Annexure B.

The Auditors'' Report and the Secretarial Audit Report for the Financial Year ended 31st March, 2016 do not contain any qualification, reservation, adverse remark or disclaimer.

19. Risk Management:

The Company has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Approving the Company''s Risk Management framework and (b) Overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns/risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on continuing basis.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 and Regulation 21 of SEBI Listing Regulations.

20. Particulars of Loans, Guarantees and Investments:

The details of Loans and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements forming part of Annual Report. The Company has not provided any guarantees during the Financial Year.

21. Fixed Deposit:

The Company has not accepted any Public Deposits during the Financial Year under review.

22. Related Party Transactions:

All Related Party Transactions that were entered into during the Financial Year were on an arm''s length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required Shareholders'' approval under Regulation 23 of the SEBI Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for prior approval and a statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value terms and conditions of the transactions. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

None of the transactions with related parties falls under the scope of section 188(1) of the Companies Act, 2013. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure in Form AOC-2and forms part of this report.

The Company has adopted a Related Party Transactions Policy which is approved by the Board and the same may be viewed on the Company''s website at the web link: http://www.tatacoffee.com/investors/related_party.pdf

23. Corporate Governance & Management Discussion & Analysis:

The Company is in compliance with all the provisions of Corporate Governance as stipulated in the Regulations under Chapter IV of SEBI Listing Regulations. The Compliance Report on Corporate Governance is annexed and forms part of this Report. The Certificate from the Auditors of the Company confirming compliance with the provisions of Corporate Governance forms part of the Corporate Governance Report.

(i) Tata Coffee Code of Conduct for the Prevention of Insider Trading:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of SEBI Listing Regulations. The policy lays down guidelines and procedures to be followed, disclosures to be made while dealing with shares of the Company and the consequences of violation. The objective of the policy is to regulate, monitor and report Trading in Securities of the Company by Employees in order to maintain highest ethical standards.

(ii) Listing Agreement:

The Securities and Exchange Board of India (SEBI) issued SEBI Regulations, 2015 with the objective to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets and to ensure better enforceability effective December 1, 2015. Accordingly, the Listed Companies were required to enter into fresh Listing Agreement with the Stock Exchanges. The Company has entered into Listing Agreements with NSE and BSE.

The Management Discussion and Analysis Report for the year under review is presented in a separate section and forms a part of the Directors'' Report.

24. Employees Welfare:

The Company continues to focus on welfare and improving the quality of lives of its Employees by providing educational assistance to their children, creche and child care facilities, transport at subsidized rate to school going children and supply of provisions at cost through co-operative stores.

25. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Work place:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to enguire into complaints of sexual harassment and recommend appropriate action.

During the Financial Year 2015-16, the Company received 2 complaints on sexual harassment, which has been disposed off and appropriate actions were taken. No complaints are pending.

26. Whistle Blower/Vigil Mechanism:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conductor Ethics Policy. The Policy provides for adequate safeguards against victimization of Employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company www.tatacoffee.com

27. Corporate Social Responsibility:

The Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure D of this report in the format prescribed as per the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company has a Corporate Social Responsibility Policy and the same has been posted in the website of the Company (www.tatacoffee.com).

28. Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure E.

29. Particulars of Employees and Remuneration:

In terms of the first proviso to Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company.

Statement containing information as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014, is annexed as Annexure F.

30. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The Statement pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure G.

31. Significant and Material Orders passed by the Regulators or Courts:

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s Operations in future.

Green Initiatives:

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copies of the notice of the AGM are sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their e-mail addresses, physical copies are sent through the permitted mode.

Acknowledgement:

The Directors thank the Company''s employees, customers, vendors, investors for their continuous support.

The Directors also thank the Government of India, Government of various States in India and concerned government departments/agencies for their co-operation.

The Directors appreciate and value the contributions made by every member of Tata Coffee family.

On behalf of the Board

Place: Bengaluru R. HARISH BHAT

Dated: 16th May, 2016 Chairman

Mar 31, 2015

Dear Members,

The Directors are pleased to submit their 72nd Report together with the Audited statement of accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS:

The Company''s financial performance, for the year ended 31st March, 2015 is summarized below: Rs in Crores Standalone 2014-15 2013-14

Revenue from Operations 683.78 650.92

Profit from Operations 104.20 117.96

Add: Other Income 40.14 35.18

Profit before Interest 144.34 153.14

Less: Interest 9.20 4.91

Profit Before Exceptional Items and Taxes 135.14 148.23

Add: Exceptional Income/(Expenses) 6.52 -

Profit Before Tax 141.66 148.23

Provision for Tax 40.10 41.66

Profit After Tax 101.56 106.57

Less: Minority Interest - -

Profit After Tax net of Minority Interest 101.56 106.57

Surplus brought forward from Previous Year 233.28 167.87

Transfer on Merger of Alliance Coffee Limited 0.13 -

Amount available for appropriation 334.97 274.44

General Reserve No.I (11.00) (11.00)

General Reserve No.II (13.82) (1.75)

Reversal of Dividend Distribution Tax 2.38 -

Transitional Impact of Depreciation (0.16) -

Dividends

Final (Proposed) (24.28) (24.28)

Tax on Dividend (4.94) (4.13)

Balance carried forward 283.15 233.28

Consolidated 2014-15 2013-14

Revenue from Operations 1691.42 1677.17

Profit from Operations 289.72 263.63

Add: Other Income 8.92 12.04

Profit before Interest 298.64 275.67

Less: Interest 39.45 36.93

Profit Before Exceptional Items and Taxes 259.19 238.74

Add: Exceptional Income/(Expenses) 6.52 (102.29)

Profit Before Tax 265.71 136.45

Provision for Tax 95.45 32.86

Profit After Tax 170.26 103.59

Less: Minority Interest 49.87 22.11

Profit After Tax net of Minority Interest 120.39 81.48

Surplus brought forward from Previous Year 260.03 219.71

Transfer on Merger of Alliance Coffee Limited - -

Amount available for appropriation 380.42 301.19

General Reserve No.I (11.00) (11.00)

General Reserve No.II (13.82) (1.75)

Reversal of Dividend Distribution Tax 2.38 -

Transitional Impact of Depreciation (0.16) -

Dividends

Final (Proposed) (24.28) (24.28)

Tax on Dividend (4.94) (4.13)

Balance carried forward 328.60 260.03

TURNOVER:

Standalone:

Your Company''s turnover during the year under review was Rs.683.78 Crores as compared to Rs. 650.92 Crores in the previous year, registering an increase of 5 % over the previous year.

Consolidated:

The Consolidated turnover was Rs.1,691.42 Crores as compared to Rs. 1,677.17 Crores in the previous year,.

PROFITS:

Standalone:

Profit from Operations before ''Other income and interest'' for the year ended 31st March, 2015, stood at Rs. 104.20 Crores as against Rs. 117.96 Crores in the previous year. Profit before Tax for the year 2014-15 is Rs. 141.66 Crores vis-a-vis Rs. 148.23 Crores in the previous year. Profit after Tax in 2014-15 stood at Rs.101.56 Crores as against Rs. 106.57 Crores in the previous year.

Consolidated:

On a consolidated basis, the Profit from Operations before ''Other income and interest'' for the year ended 31st March, 2015, stood at Rs. 289.72 Crores as against Rs. 263.63 Crores in the previous year. Profit before Tax for the year 2014-15 is Rs. 265.71 Crores vis-a-vis Rs. 136.45 Crores in the previous year. Profit after Tax (net of minority interest) in 2014-15 stood at Rs.120.39 Crores as against Rs. 81.48 Crores in the previous year.

DIVIDEND & RESERVES:

Your Directors have recommended a Dividend of Rs. 1.30/- per share (face value of Rs. 1 per share) aggregating to Rs. 24.28 Crores for the year 2014-15. The Dividend Tax amounts to Rs. 4.94 Crores. It is proposed to carry forward a sum of Rs. 11 Crores towards reserves.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 18.67 crores comprising of 18,67,70,370 Shares of Rs. 1 each. During the year, the Equity Shares of the Company was sub-divided from the face value of Rs. 10/- to Rs. 1/- per share after obtaining the consent from the members of the Company by way of E-voting/Postal Ballot.

The Company has not issued shares with differential voting rights, employee stock options and sweat equity shares. The Company has paid Listing Fees for the Financial Year 2015-16 to each of the Stock Exchanges.

GLOBAL COFFEE SCENARIO:

The global production for the year 2014 is estimated at 142 million bags and the consumption at 149 million bags. As per International Coffee Organisation (ICO) estimates, the total consumption grew at the rate of 1.5% in the year 2014.

The year under review witnessed uncertain weather conditions globally impacting the Arabica coffee crops. Brazil, the world''s largest coffee producer, faced a drought which impacted their coffee harvests. Similar weather concerns in other parts of the world resulted in a sharp increase in Arabica Coffee prices through the year 2014. The price of Arabica which remained in the range of 102 to 150 cents/lb in the New York terminal during the period January to December 2013, witnessed a steep jump to 212 cents/lb in April 2014 and 222 cents/lb in October 2014. With supply concerns easing Arabica retraced to 133 cents/lb levels in March 2015.

Regarding Robusta, Vietnam the world''s largest Robusta coffee producer recorded a bumper Robusta crop which got commercialised in late 2014. The price of Robusta, which remained flat in the range of US$ 1500-1800/MT in the London Terminal till Jan 2014, started hardening from February 2014 and touched US$ 2200/MT in March 2014. On the back of a decent Vietnam crop, the Robusta price traded, witnessed a correction and settled at US$ 1729/MT by end March 2015.

OPERATIONS:

A. Plantations:

Coffee:

The Company has harvested a higher Robusta crop of 7,002 MT as against 4,781 MT in the previous year. This has been the highest Robusta production in the last 5 years. While in the case of Arabica, being a biennial off year, production has been lower at 1,594 MT as against 2,076 MT in the previous year. The Coffee harvesting operation has been completed as per schedule.

Tea:

The Company produced 6.170 Million Kgs of Made tea for the Financial Year 2014-15 as against 6.545 Million kgs in the previous year. The long drought followed by heavy rain and some pest attack had its impact on the tea production. During 2014-15, the Tea market witnessed an easier trend compared to 2013-14 mainly due to increased crop in Africa. This directly impacted South India Tea prices due to lower exports. South India auction prices dropped by around Rs. 15.00 per kg.

Pepper:

The Company has achieved a higher pepper production of 1150 MT for the Financial Year 2014-15 as against 368 MT in the previous year. The Company has initiated various steps to further enhance the production base of pepper in the coming years.

Curing Works:

The Company''s Curing Works at Kushalnagar, cured a total of 10,266 MT Coffee during the current year as against 11,988 MT in the previous year, due to lower crop arrivals. In addition, 327 MT of Monsoon Coffee was processed as against 306 MT in the previous year.

green Coffee Exports:

During the year 2014-15, your Company exported 5,382 MT of coffee as against 5,238 MT in the previous year. Your Company continues to focus on growth, through Differentiated/Specialty coffees with volumes at 2,120 MT at very healthy premiums.

Plantation Trails:

Plantation Trails, our hospitality business has performed exceedingly well in the year under review by recording its best performance since inception. Rework on the business model to optimize costs, enhanced customer centricity, and increased operational efficiencies have resulted in a significant business turnaround. Occupancies grew despite the increased competitive intensity in the marketplace. Plantation Trails has also been the recipient of several awards during the year including the prestigious recognition by Trip Advisor for the "Certificate of Excellence- 2014 Winner".

B. Instant Coffee Division:

The year 2014-15 saw the Instant Coffee Division post record annual sales and production. The total sales volumes clocked were 7,677 MTs - a jump of 16% over the last Financial Year. The production for the year stood at 7,975 MTs - an increase of 15% over last fiscal. In the first full year of increased capacity available, the division did remarkably well in utilizing it to the tune of 92%. The new Freeze Dried Coffee (FDC) unit ran to full capacity during the year.

The increase in Instant Coffee sales volumes was posted despite strong headwinds in the market. The financial crisis in Russia - the largest market of soluble coffee globally - and the rapid weakening of global currencies posed strong challenges to our export oriented business. In addition, the overhang of excess capacities in Instant Coffee globally, continued to pressurize the trade margins. The geopolitical risks in some of our key markets like Ukraine and Middle East also weighed on the portfolio performance.

Market expansion remains at the core of our strategy in the Instant Coffee Business. Our portfolio has been traditionally a Russia & CIS dominated one. This year just over half of our sales came from Russia and CIS vis-a-vis an 80% share a few years ago. As a conscious move towards de-risking our model, we added 32 new customers who contributed around 20% of our total volumes. Some of the countries where we placed our soluble coffees for the first time were China, Angola, Pakistan and Mongolia.

In addition to our customer acquisitions, we also steadily continued our progress on product and packaging innovation. Our new variants of coffee mixes and customized packaging solutions enhanced our standing as an institutional marketeer.

We also marched ahead steadily on our commitment to quality excellence. Our Theni Unit received the prestigious BRC & IFS certifications allowing us to service top most manufacturers and retailers, especially in Europe. Additionally, Theni factory also received ISO 14001, Halal & Kosher certifications while our Toopran Unit has been certified for ISO 14001 and 18000.

C. Starbucks:

Your Company continues to cater exclusively to the requirements of Tata Starbucks outlets in India from its state of art coffee roasting facility at Kushalnagar. The coffee beans used for this purpose are being supplied exclusively from the Company''s estates. Efforts are on to fully utilize the installed capacity of this roasting facility. In the past year we have added to our certification portfolio and are now FSSC 22000

certified (Food Safety System Certification). This forms a part of our integrated management system which now includes ISO 9001:2008 (Quality Management System), ISO 22000:2005 (Food Safety Management System) and ISO 14001:2004 (Environment Management System)

Quality Awards:

Sustainability Awards:

Tata Coffee has consistently been committed to environment protection and co-exists with nature at the coffee plantations. During the year under review, the Company won the prestigious Golden Peacock Award for excellence in Environment Management

Sustained quality has been the main focus of the Company over the years. The R & G Unit at Kushalnagar has won the award for the most innovative design and the best Roaster Award in the India International Coffee Festival (IICF) held in 2014. The Balmany, Valparai, Sunticoppa, Mylemoney, Margolly, Ubban and Yemigoondi Estates of the Company have bagged Regional and Specialty awards for their Arabica and Robusta Coffee.

Our Theni and Toopran units have won the CII Environment Systems award for the year.

Your company continues to actively participate in domestic and International forums to propagate and popularize the company''s coffee.

CAPITAL EXPENDITURE:

During 2014-15, Rs. 2,266.46 Lakhs was incurred primarily on account of welfare, modernisation, up-gradation and other programmes undertaken in the various units of the Company.

SUBSIDIARY COMPANIES:

I. Eight O'' Clock Coffee Company (EOC):

EOC''s total income during 2014-15 at Rs. 1,007.64 Crores, under Indian GAAP, was marginally lower than the previous year''s total income of Rs. 1,026.25 Crores. The reduction in top-line is due to lower bagged volumes in the first half of the year. However, in the second half, EOC volumes increased driven by its popular consumer programs and effective promotional listings.

EOC''s total Income also includes royalty income from the single serve K- cups sold under a licensing agreement with Keurig. K-cup volumes increased significantly year on year due to growth in the single serve business and addition of four new EOC SKU''s. Overall profitability of EOC improved over the previous year.

II. Consolidated Coffee Inc.:

Consolidated Coffee Inc (CCI) is the holding company of EOC. The net profit ( including the profits of EOC), after taxes is

at Rs. 99.91 Crores as compared to a loss of Rs. 3.90 Crores in the previous year.

III. Alliance Coffee Limited:

During the year under review, the Honorable High Court of Karnataka approved the Scheme of amalgamation of Alliance Coffee Ltd (ACL) - the Company''s wholly owned subsidiary with the Company with effect from 1st April, 2013; consequently the Assets and Liabilities of ACL stand vested with the Company from the effective date and ACL stands dissolved without undergoing the process of winding up and consequently ceased to be a Subsidiary of the Company.

PERFORMANCE OF SUBSIDIARIES:

A Statement containing the salient features of the financial position of the subsidiary company in Form AOC. 1 is annexed as per Annexure A.

The Company does not have any associate orjoint venture companies. The policy for determining the criteria of material subsidiaries can be viewed at the company''s website at www.tatacoffee.com.

PARTICULARS OF LOANS,GUARANTEES AND INVESTMENTS:

The details of loans and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements forming part of Annual Report. The Company has not provided any guarantees during the Financial Year.

FIXED DEPOSIT:

The Company has not accepted any public deposits during the year under review.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the Financial Year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement. There were no materially significant Related Party Transactions made by the Company during the year that required Shareholders'' approval under clause 49 of the Listing Agreement.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value terms and conditions of the transactions.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company''s website at the web link: http://www.tatacoffee.com/investors/ related_party.pdf

The details of the transactions with Related Parties are provided in the accompanying financial statements.

RISK Management:

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Clause 49 of the Listing Agreement. It establishes various levels of accountability and overview within the Company.

The Company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Approving the Company''s Risk Management framework (b) Overseeing that all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and other risks have been identified and assessed to ensure that there is a sound risk management policy in place to address such concerns/risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company''s internal audit systems are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Company''s policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.

Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Directors'' Report.

CORPORATE GOVERNANCE:

The Company is in compliance with all the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. The Compliance Report on Corporate Governance forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

The Management Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section and forms a part of the Directors'' Report.

DIRECTORS:

Ms. Sunalini Menon, Mr. K. Venkataramanan, Mr. V. Leeladhar, Mr. Sanjiv Sarin and Mr. Siraj Azmat Chaudhry were appointed as Additional Directors of the Company and in terms of Article 101 of the Articles of Association of the Company read with Section 161 of the Companies Act, 2013, they hold office upto the date of the ensuing Annual General Meeting. It is

proposed to appoint Ms. Sunalini Menon, Mr. V. Leeladhar and Mr. Siraj Azmat Chaudhry as Independent Directors at the forthcoming Annual General Meeting in compliance with Section 149(6) of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement. The Company has received a notice from shareholder in terms of Section 160 of the Act signifying its intention to propose the appointment of Ms. Sunalini Menon, Mr. K. Venkataramanan, Mr. V. Leeladhar, Mr. Sanjiv Sarin and Mr. Siraj Azmat Chaudhry as Directors in the forthcoming Annual General Meeting.

Mr. K. Venkataramanan was appointed as Executive Director- Finance and Chief Financial Officer for a period of 3 years with effect from 25th October 2014. His term of appointment was approved by the members on 13th January 2015 through E-voting/Postal Ballot.

Mr. Sanjiv Sarin was appointed as Managing Director and Chief Executive Officer for a period of 3 years with effect from 25th April 2015. The necessary resolution for his appointment is being placed before the members for their consideration at the forthcoming Annual General Meeting.

Mr. Venu Srinivasan resigned as a Director from the Board with effect from 1st September, 2014. Mr. D.R. Kaarthikeyan demitted his office as a Director in accordance with the Group Guidelines with effect from 1st October, 2014.

Mr. M. Deepak Kumar retired as Executive Director- Finance with effect from 24th October, 2014; Mr. Hameed Huq, retired as Managing Director with effect from 31st March, 2015.

The Board wishes to place on record its appreciation for the invaluable services rendered by Mr. Venu Srinivasan, Mr. D.R. Kaarthikeyan, Mr. M Deepak Kumar and Mr. Hameed Huq during their tenure as Directors of the Company.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement entered into with the Stock Exchanges. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and Rules made there under and are independent of the management.

Governance Guidelines:

The Company has adopted Governance Guidelines on Board Effectiveness. The Governance Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Director term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Nomination and Remuneration Committee reviews and evaluates the resumes of potential candidates vis-a-vis the required competencies. The Nomination and Remuneration Committee also meets with potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of Section 178(3) of the Act and Clause 49 of the Listing Agreement.

Independence:

In accordance with the above criteria, a Director will be considered as an ''Independent Director'' if he/she meets with the criteria for ''Independent Director'' as laid down in the Act and clause 49 of the Listing Agreement.

Qualifications:

A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes:

In addition to the duties as prescribed under the Act, the Directors of the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the Code of Independent Directors as outlined in Schedule IV to the Act.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

Pursuant to the provisions of the Act and clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria and the performance evaluation process for the Board, its Committees and Directors.

The Board''s functioning is evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance, contribution at Board/Committee meetings and guidance/support to the management outside Board/Committee meetings.

The Committees of the Board were assessed on the degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board, its Committees and the Directors.

The Chairman of the Board provided feedback to the Directors on the significant highlights with respect to the evaluation process of the Board.

REMUNERATION POLICY:

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for Remuneration for Directors, Key Managerial Personnel and other employees which lay down criteria for selection and appointment of Board Members. The remuneration determined for Executive/Independent Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive Directors are compensated by way of profit sharing commission and the criteria being their attendance and contribution at the Board/ Committee Meetings.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company.

As a policy, the Executive Directors are not paid sitting fees; the Non-Executive Directors are entitled to sitting fees for the Board/ Committee Meetings.

BOARD AND COMMITTEE MEETINGS:

A calendar of Board and Committee Meetings to be held during the year was circulated in advance to the Directors. Ten Board Meetings were convened and held during the year.

The Board has constituted an Audit Committee with Mr. S. Santhanakrishnan as Chairman, Prof. Arun Monappa, Ms. Sunalini Menon and Mr. V Leeladhar as Members.

The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s Internal Financial Controls were adequate and effective during the Financial Year 2014-15.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) In the preparation of the accounts for the Financial Year ended 31st March, 2015, the applicable accounting standards have been followed and that there are no material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and of the profits of the Company for that period;

(iii) That the 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That they have prepared the accounts for the Financial Year ended 31st March, 2015 on a ''going concern'' basis;

(v) The Directors have laid down Internal Financial Controls for the Company which are adequate and are operating effectively;

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

EMPLOYEES WELFARE:

The Company''s focus on welfare and improving the quality of lives of its people continues as always. In order to improve the quality of living for our employees, we have been providing educational assistance to their children, creche and child care facilities, transport at subsidized rate to school going children, supply of provisions at cost through co-operative store branches located at each Unit/Estate.

CORPORATE SOCIAL RESPONSIBILITY - SERVICE TO THE COMMUNITY:

Corporate Social Responsibility Initiatives:

Your Company is committed to ensuring that its growth is sustainable and significantly enhances the quality of life of the communities in which it operates. The Company has constituted a Corporate Social Responsibility Committee in compliance with Section 135 of the Companies Act, 2013 comprising of two Independent Directors and the Managing Director of the Company.

The focus areas that have been chosen for serving the community are Education, Health, Hygiene and Nutrition, Gender Equality, Environmental Sustainability, Affirmative Action and Promotion of Rural Sports.

The educational programmes include Swastha, DARE, and Merit Scholarships for students of Coorg and Anamallais, promoting education and support for children with visual disabilities and skill development for the underprivileged through sponsoring programmes.

The Coorg Foundation - a Public Charitable Trust (Foundation) established by your Company continues to provide admirable support to various individuals and institutions in the field of education, health care and culture during the year. "Swastha" which was established by The Coorg Foundation in 1994 as a fully residential institution for differently abled, continues to extend its support to the needy children in Coorg and neighbouring areas through its centres in Suntikoppa and Pollibetta by imparting required education and training. They are trained in making stationery items, offset and screen printing, greeting cards and table mats. These products are procured by the public and Institutions in the Kodagu District. The sale proceeds of the same are utilized for meeting the day to day expenses of Swastha.

In pursuance of the objectives of the SWASTHA, the DARE (Developmental Activities for Rehabilitative Education) was set up in 1996 in the Anamallais to train differently abled children to be self reliant.

Rural India Health Project Hospital (RIHP), Ammathi, which is supported by the Company, continues to serve the needy sections of the society. The Coorg Foundation provides grant to RIHP for treatment of patients belonging to the lower income group.

In addition, the Company has continued its initiatives for the development and protection of the girl child by conducting regular camps for detection of nutrition deficiency in girl children and promotion of self employment opportunities for women in Theni; providing clean drinking water to the residents near the Toopran Unit and operating primary school at Anamallais.

The Company has a Corporate Social Responsibility Policy and the same has been hosted in the website of the Company (www.tatacoffee.com);

The above projects are in accordance with Schedule VII of the Act. The Annual Report on CSR activities is annexed as Annexure B.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

During the Financial Year 2014-15, the Company received one complaint on sexual harassment, which has been disposed off and appropriate action taken. No complaints were pending.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company www.tatacoffee.com

significant and material orders passed by the regulators OR COURTS:

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s Operations in future.

KEY MANAGERIAL PERSONNEL:

In compliance with provisions of Section 203 of the Companies Act, 2013, during the Financial Year 2014-15, The Managing Director and CEO, Executive Director Finance and CFO, Executive Director- ICD Operations and the Company Secretary have been nominated as Key Managerial Personnel.

AUDITORS:

(1) STATUTORY AUDITORS:

M/s. SNB Associates, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting. They have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limit under the Act, and they are eligible for appointment.

(2) COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has appointed M/s Rao, Murthy & Associates, Cost Accountants to carry out Audit of Cost Records for the Financial Year 2015-16. As required under the Companies Act, 2013, a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the notice convening the Annual General Meeting.

(3) SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company had appointed Mr. Sudhir V. Hulyalkar, Company Secretary in Practice (CP No. 6137) to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. The Secretarial Audit Report is annexed as Annexure C.

The Auditors'' Report and the Secretarial Audit Report for the Financial Year ended 31st March, 2015 do not contain any qualification, reservation, adverse remark or disclaimer.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND Foreign Exchange Earnings AND OUTGO:

The statement pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure D.

PARTICULARS OF EMPLOYEES AND REMUNERATION:

Statement containing information as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014, is annexed as Annexure E.

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company.

ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure F.

Place: Bengaluru Dated: 15th May, 2015

On behalf of the Board R. HARISH BHAT Chairman

Mar 31, 2012

The Directors are pleased to submit their Report together with the Audited Statement of Accounts for the year ended 31st March, 2012.

2011/12 2010/11 Rs.in Lakhs Rs.in Lakhs

Profit from Operations before Other Income & Interest 9503.76 4182.41

Add: Other Income 805.43 2640.39

Operating profit before Interest 10309.19 6822.80

Less: Interest 732.02 1026.22

9577.17 5796.58

Add: Exceptional Income 838.57 1065.60

Profit Before Tax 10415.74 6862.18

Provision for Tax: Current Year 2811.80 1477.00

Deferred Tax (281.34) (123.28)

2530.46 1353.72

Profit After Tax 7885.28 5508.46

Add: Surplus brought forward from Previous Year 4585.04 1420.09

Amount available for appropriation 12470.32 6928.55

General Reserve No. I 792.03 550.84

General Reserve No. II 365.45 311.17

Debenture Redemption Reserve A/c (1060.99) 96.49 (692.80) 169.21

Dividends

Interim Dividend - 933.85

Final (Proposed) 2054.47 933.85

Tax on Dividend 333.29 2387.76 306.60 2174.30

Balance carried forward 9986.07 4585.04

TURNOVER

Your Company's turnover during the year under review was Rs 508.52 crores as compared to Rs 400.73 crores in the previous year, registering an increase of 27% over last year.

PROFITS

Profit from Operations before 'Other income and interest' for the year ended 31st March, 2012, stood at Rs 95.04 crores as against Rs 41.82 crores in the previous year, reflecting an increase of 127%. Profit before Tax at Rs 104.16 crores vis-a-vis Rs 68.62 crores in the previous year reflects an increase of 52%. Profit after Tax in 2011-12 stood at Rs 78.85 crores as against Rs 55.08 crores in the previous year.

DIVIDEND

Your Directors have recommended a dividend of Rs 11/- per share aggregating to Rs 2054.47 lakhs for the year 2011-12. The Dividend Tax amounts to Rs 333.29 lakhs.

COFFEE SCENARIO:

The Arabica futures market started the year at a good level viz. above 250 cents and continued its upward journey until it crossed the psychological 300 cents level in the first week of May - an increase of 50 cents in a month. Thereafter, it dropped steadily to below the 240 cent level in the beginning of August. It again touched 290 cents by early September but could not sustain the level and quickly dropped back to the low by end September and thereafter continued losing value steadily until it touched new lows for the year - below 180 cents in March. With prices softening, the tightness in the physical market eased to a significant extent.

The Robusta futures market which started the year on a high note at $2300 steadily dropped to $1700 by early November as there was a gradual build up in global Robusta inventory. However, increased demand for Robusta from roasters trying to control blend costs by replacing Arabicas which were comparatively more expensive, led to hardening of both futures and differentials in the last quarter of the year. By February, the market had crossed $2000 and differentials too had firmed up leading to higher physical prices vis-a-vis in the beginning of the year. The much touted bumper Vietnamese crop which was estimated at 20 mln bags was lowered to 18 mln thereby lending support to Robusta prices. India, too harvested a lower Robusta crop.

The softening in Arabica and hardening in Robusta prices has resulted in the arbitrage between the two markets shrinking, making usage of Arabicas attractive once again.

Global consumption continued to grow at a steady 1.5-2%, inspite of green coffee price increases passed on to the consumer. Only the channel shifted from out-of- home to in-home. Consumption is expected to continue to grow, especially in markets such as Brazil, Russia and China.

TEA SCENARIO

Black Tea production in major producing countries during January/December 2011 was 988.2 Mn. kgs as against 966.4 Mn. Kgs in 2010, showing an increase of 21.8 Mn. kgs. Crops in Kenya & Sri Lanka showed an increase at 21.1 Mn. kgs and 3.1 Mn. kgs respectively. On the other hand Malawi / Bangladesh were lower by 4.5 Mn. kgs whereas India was higher by 21.8 Mn. kgs.

Indian exports in 2011 were estimated at 186.6 Mn. kgs as against 193.3 Mn. kgs in the previous year - lower by approx. 6.7 Mn. kgs. Consumption continues to rise at approximately 3 to 3.5% per annum. Unlike 2011, the first quarter of 2012 is likely to see a significant drop in South Indian production.

At present, the supply situation globally and in India is low but likely to improve in May / June. Hence the markets have been bullish during the first quarter and this trend is likely to continue in the initial stages of the second quarter. Once crops increase, quality CTC's shall continue to sell at attractive premiums following improved demand from the internal markets. However, medium and plainer CTC's are expected to sell in line with quality.

Availability of Orthodox teas is likely to remain low in India. Hence these varieties should witness a much healthier trend compared to the previous year.

OPERATIONS: Plantations:

The Arabica production for the financial year 2011/12 stood at 2130 MT as against 1670 MT ( 28%) in the previous year. The Arabica crop has been better this year across all tracts and the Coffee Board has estimated a 11% increase compared to previous year.

As regards Robusta, the Company has achieved a production of 5667 MT as against 6620 MT (-13%) in the previous year. The Robusta crop has been poor across all producing districts and industry experts have predicted a drop of about 20-30% crop as compared to the previous year. The reasons for this lower crop, as analysed by the Coffee Board Research Station, is the unfavourable weather during crucial period which has resulted in higher mucilage and fruit skin, finally bringing down the outturn to lower than normal.

The Plantations have undergone an unusual weather pattern during the year under review. There was a long drought with no trace of rain for a continuous period of around 142 days between November 2011 and end March 2012. The weather during the latter part of the 1st quarter of the current calendar year was very dry and hot, with the maximum day temperature touching 34ÃÂ°C. However, the Company has provided blossom irrigation to all mature Robusta, supplementing the rain. Further, some percentage of Arabica has also been covered with Blossom irrigation with the available water. However, certain estates have received natural showers during late March which extended till April and covered most of the estates. With these proactive measures, normal crop is expected during 2012/13.

The Company has achieved a total Tea production of 6.775 Million Kgs at Anamallais and in the two estates in Karnataka as against 7.334 Million Kgs during the previous year.

The total Pepper crop for the Company stood at 865 MT as against 535 MT ( 62%) harvested during the previous year. Due to long drought as reported above, Pepper vines have also been brought under irrigation along with Coffee.

Curing Works:

The Company's Curing Works at Kushalnagar cured a total of 12010 MT Coffee during the year under review as against 12959 MT in the previous year. In addition, 304 MT of Monsooned Coffee, a value added product was processed as against 356 MT in the previous year.

The volume handled by the unit during the year was marginally lower due to the overall drop in crop production during the season 2010-11. The unit continued its good performance during the year, due to the sustained cost reduction initiatives in the factory and better husk sale realization.

The ISO 22000 certified Pepper Unit in the Kushalnagar Curing Works premises handled the grading and steaming operations of the Company's entire pepper produce.

Timber Value Addition:

The Company's high end products such as Fire Retardant Composite panels, Sound Absorption plywood and Shuttering plywood have not performed up to expectations during 2011/12. The Division has sustained by selling Marine, Commercial plywood and Block board products. In view of the above, the existing business model is being revisited.

Exports:

During the year 2011-12, your Company exported 5735 MT of coffee as against 4819 MT in the previous year.

Your company's focus to grow the market for differentiated coffee continued to show results with volumes growing to 2123 MT as against 1847 MT in the previous year.

Quality Awards:

Your Company's thrust towards producing Best Coffees to meet the varying needs of the customers both at national and international level has been continuing. Your Company won 12 awards at the Fine Cup Award Cupping competition - 2011 held in Maastricht, Netherlands as against 10 won during the previous year, which stands as a testimony to the Company's commitment to produce Quality coffee. Efforts are continuing in this direction with added thrust and samples have been sent from the Company's different estates for the competition to be held in 2012.

Instant Coffee Division

During the year under review, the instant coffee operations demonstrated sustenance of process centric approach with effective operational discipline. In addition to Safety, the prime focus was on quality, customer centric initiatives and work force development. The consistent quality of products and prompt services was appreciated by the key customers. The Division achieved record production of 6356 MT as compared to 4974 MT in the previous year - an increase of 28%. Total exports in volume terms increased to 6331 MT as against 5659 MT in the previous year - an increase of 12%. High capacity utilization was attained at all the units and across all product variants.

A plan with process improvements and focus on quality was put in place for the Freeze Dried Coffee operations, which has resulted in increase in production by 14%. The Toopran unit performed extremely well, with production almost doubling over previous year and capacity utilization of more than 100% being achieved. Improvement in yield at the Toopran unit contributed significantly to the profitability of the Division.

A 2000 TPA premium extraction unit for the Freeze Dried Facility is being set up at Theni with GEA Niro's Extraction Plant and Roaster from LILLA. The new project is expected to be commissioned and go on stream in the next financial year.

Focus on Non-Russian markets has enabled the Company to make inroads into West Africa, Korea and Japan. Key customer relationship building approaches are under progress. This will give your Company a balanced market approach covering most of the key geographies. The Company has also entered into an agreement with RSP Tradecom Pvt. Limited for availing services with regard to marketing the Company's soluble coffee in territories of Russia, Baltic, CIS and Poland and such other countries as the parties may mutually agree.

The focus continues to be on safety, cost, quality and sustainability. Twenty percent of the Division's total power requirement comes from renewable energy sources. The Freeze Dried unit operates its equipment with wind power, thereby contributing to Company's green initiative.

The Instant coffee unit at Toopran received the "ISO 22000:2005" accreditation during the year from M/s. DNV certification. Both Theni and Toopran units are now certified for ISO 9001: 2008 and ISO 22000: 2005.

TRADING OPERATIONS Coffee Value-Added Products

Your Company continues to maintain its current position in the Roast & Ground coffee segment. The current market share is around 2.5% in the south Indian conventional coffee market. Your Company also continues to be present in the instant coffee segment through supplies to private labels of key retail chains in India, vending premixes and in the Hot Tea Shop segment .

Vending business has also maintained its current position while consolidating on supply chain strengths. The Vending Premix manufacturing unit has been recognized by CII for 'Excellence in Food Safety" in its category.

Plantation Trails

Your Company's Hospitality business - Plantation Trails has performed well in the year under review vis-a-vis the previous year both in terms of revenue as well as profitability. The focus during the year was to restructure the operations and provide guests with a world-class plantation experience. Several new initiatives from a customer centric perspective were introduced. The restructuring and the new measures have resulted in increase in the overall Customer Satisfaction. Restoration and up-gradation of the Company's heritage bungalows has commenced and efforts towards repositioning the product in the premium market initiated.

STARBUCKS

Following the Memorandum of Understanding with Starbucks Coffee International, Inc., USA (Starbucks), your Company has entered into separate Agreements with Starbucks Coffee International, Inc., USA (Starbucks) and Tata Starbucks Limited, a 50:50 Joint Venture between Tata Global Beverages Limited and Starbucks, for roasting coffee produced in the Company's estates using Starbucks know-how and technology and packaging, sale and distribution thereof to Starbucks Cafes to be set up by Tata Starbucks Limited in India/ Starbucks business operations overseas.

CAPITAL EXPENDITURE

During 2011-12, Rs 2136.58 lakhs was incurred primarily on account of welfare, modernization, up-gradation and other programmes undertaken in the various units of the Company.

SUBSIDIARY COMPANIES

Eight O' Clock Coffee Company

Eight O'clock Coffee (EOC) turnover during the year stood at Rs 1040.50 Crores registering an increase of 13.8% over the Previous Year's turnover of Rs 914.50 Crores. The price increases incorporated in the preceding year had a full year impact this year. Such increase did not cover the full cost of commodity price impact and additional trade spends was incurred to stave erosion of volumes. EOC maintained market share even as volumes eroded as consumers and customers reacted to enhanced pricing. The development of the Single serve option across retail and accelerated consumer adoption of this format reduced shelf space availability for traditional bag and can formats. The higher commodity costs and promotion expenses to protect market share resulted in an overall decline in earnings and margins. Profit before Tax was negative at Rs 4.2 Crores as against the profit of Rs 118.8 Crores in the Previous Year. Profit after Tax stood at Rs 4.71 Crores versus Rs 72.59 Crores in the Previous Year.

Alliance Coffee Limited

As reported last year, the Marketer Agreement between the Company and Alliance Coffee Ltd. (Alliance) was terminated and the entire shareholdings of Beeyu Overseas Ltd. and its Associates in Alliance was purchased by the Company, following which Alliance has become a wholly owned subsidiary of Tata Coffee. Going forward the proposal is to have the Registered Office of Alliance shifted from Kolkata to Bangalore, for which necessary application has been submitted to the Company Law Board, Eastern Region Bench, Kolkata and thereafter merge Alliance with Tata Coffee.

The Ministry of Corporate Affairs has exempted Holding companies from attaching the accounts of its subsidiaries to its balance sheet. In terms of the said Circular and as required under the Listing Agreement with the Stock Exchanges, the consolidated financial statements of the Company together with its subsidiaries are attached. Any shareholder may ask for a copy or inspect at the Registered/Head Office a copy of the Annual Accounts of Alliance Coffee Limited and the consolidated financial statements of Consolidated Coffee Inc., USA which includes the Eight O' Clock Coffee Company financials.

CORPORATE GOVERNANCE

The Company has been in compliance with all the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. The detailed Report on Corporate Governance in terms of Clause 49 of the Listing Agreement and a certificate of the Auditors thereon is attached to the Annual Report.

EMPLOYEE WELFARE

The Company has been continuing with its welfare activities as in the past. Improvement to labour line and surroundings, educational assistance to the children of employees, providing drinking water at the work spot, providing transport at subsidized rate to the school going children of employees, supply of provisions through Co-operative store branches located at each Unit/Estate are a few of the welfare measures adopted by the Company.

The re-certification of Social Accountability 8000-2008 Certificate by the Certification Auditors is a testimony to the Company's commitment to comply with the international requirements under Social Accountability, which is in addition to the statutory requirements which are already in place. Further, the initiative taken by the company to assess the Human Development Index through an external agency is continuing. This will enable the Company to know its present welfare standards in comparison to international level and help take further initiatives to bring it on par with international standard.

The re-certification of Tata Coffee under Rainforest Alliance is another area which shows the Company's commitment towards protecting and preserving the environment and eco system, thus ensuring a safe work place and also safe living conditions not only for the Company's own employees, but also to the community around.

Safety at work place and also at Home is given top priority by the Company. The Company has taken all possible steps to ensure safe working conditions for its employees. Each employee is made to understand the potential danger involved in each area of operation and the requirement to follow the safety guidelines.

DIRECTORATE

Mr. T.V. Alexander, Director who joined the Board in May, 2009 passed away on 5th February, 2012. Your Directors convey their deep sense of sorrow at the sad and untimely demise of Mr. Alexander and place on record his active contribution to the organization during his tenure as Director.

Mr. Venu Srinivasan and Mr. S. Santhanakrishnan retire by rotation and are eligible for re-appointment.

SERVICE TO THE COMMUNITY

The Coorg Foundation, a Public Charitable Trust established by your Company continued to provide support to various individuals and institutions in the field of Health Care, Education, Sports and Culture during the year under review. Medical

Assistance was extended through Rural India Health Project Hospital, Ammathi to the needy sections of the society. In order to encourage professional education among the young students of Kodagu, the Foundation continues to provide Scholarships. The top ranking students out of those who have studied in the Institutions based in Kodagu are given Merit Awards.

Swastha - The project established by The Coorg Foundation as a fully residential institution, meant for differently abled, continues to support the needy children in the District through its centers in Suntikoppa and Pollibetta by imparting required education and training. The Community Based Rehabilitation programme, initiated during the previous year with the intention of reaching out to a larger number of challenged people in the district, continues to do well. The centre has conducted regular Awareness programmes in the villages in Somwarpet Taluk and organized 2 Health camps at Swastha Premises to identify the needs and to facilitate supportive devices to needy participants.

PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv), the Report and Accounts are being sent to all Shareholders of the Company excluding the Statement of Particulars of Employees. Any Shareholder interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company for a copy.

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

The Statement pursuant to Section 217(1)(e) of the Companies Act, 1956 read with The Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management confirm:

(i) that in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed and that there are no material departures;

(ii) that they have selected such accounting policies and applied them consistently and made judgments 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 profits of the Company for that period;

(iii) that they 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern' basis. AUDITORS

M/s. N.M. Raiji & Co., and M/s. SNB Associates, Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting. The Auditors have furnished the certificate under Section 224(1) of the Companies Act, 1956 of their eligibility for re-appointment.

On behalf of the Board

R.K. KRISHNA KUMAR

Chairman

Place : Mumbai

Dated : 30th May, 2012

Mar 31, 2011

The Directors are pleased to submit their Report together with the Audited statement of accounts for the year ended 31st March, 2011.

2010/11 2009/10 Rs. in Lakhs Rs. in Lakhs

Profit from Operations before Other Income and Interest 4280.33 1963.11

Add: Other Income 2038.80 3791.79

Operating profit before Interest 6319.13 5754.90

Less: Interest 522.55 754.98

5796.58

Add: Exceptional Income 1065.60 -

Profit Before Tax 6862.18 4999.92

Provision for Tax: Current Year 1477.00 1292.71

Deferred Tax (123.28) 508.23

1353.72 1800.94

Profit After Tax 5508.46 3198.98

Add: Surplus b/f from PY 1420.09 842.15

Amount available for appropriation 6928.55 4041.13

General Reserve No. I 550.84 319.90

General Reserve No. II 311.17 284.42 Debenture Redemption Reserve A/c (692.80) 169.21 383.29 987.61

Dividends

Interim Dividend 933.85

Final (Proposed) 933.85 1400.78

Tax on Dividend 306.60 2174.30 232.65 1633.43

Balance carried forward 4585.04 1420.09

TURNOVER

Your Companys turnover during the year under review was Rs.422.09 crores as compared to Rs.373.42 crores in the previous year, registering an increase of 13% over last year.

PROFITS

Profit from Operations before other income and interest for the year ended 31st March, 2011, stood at Rs.42.80 crores as against Rs.19.63 crores in the previous year, reflecting an increase of 118%. Other income includes dividends from subsidiaries of Rs 19.82 crores (previous year Rs 37.27 crores). Profit before tax at Rs. 68.62 crores vis-ÃÂ -vis Rs 50.00 crores in the previous year reflected an increase of 37%. Profit after tax in 2010-11 stood at Rs.55.08 crores as against Rs 31.99 crores in the previous year.

DIVIDEND

Your Directors have recommended a final dividend of Rs 5.00 per share which together with the interim dividend of Rs. 5.00 per share declared on the 28th December, 2010 works out to a total dividend of Rs.10.00 per share aggregating to Rs.2174.30 Lakhs for the year 2010-11 including Dividend Tax of Rs.306.60 Lakhs.

COFFEE SCENARIO:

The last year began on a very steady note for both Arabica and Robusta. Going by the prospects of the biggest ever Ãon year crop in Brazil that would ultimately result in only a marginal surplus in supply, no changes were witnessed in the prevailing price levels.

However, market started a steady but significant upward journey from end June onwards and the Arabica market appreciated by about 100% by the end of the year. Robusta was not left untouched by the explosive increase in Arabica but the extent of increase was far less at about 50%, as it showed a greater supply surplus than Arabica. Initially, most analysts attributed the rise to pure fund play based on the huge increase in positions held by the funds. A correction was predicted in the short- term. However, by October it was obvious that the increase was not going to be short term and traders and roasters who had reduced coverage expecting a correction were forced to scramble and cover as the market continued to rise.

Some of the price increase has been passed on to the consumer with no impact on the growth in consumption so far. However, the view is that any further price increase will impact demand growth from here onwards.

TEA SCENARIO

Black Tea production of major producing countries during January/December 2010 stood at 1877 m.kgs as against 1773 m.kgs in 2010, showing an increase of 104 m.kgs.

The Kenyan Crop and Srilankan crop showed an increase of 85 m.kgs and 38 m.kgs respectively in 2010 as compared to the previous year. However all India production during January/December 2010 was 966.4 m.kgs as against 979 m.kgs for 2009 -- the North India production was 723.00 m. kgs as against 734.9 in the previous year and the South India production stood at 243.3 m.kgs as against 244.1 m.kgs in previous year 2009.

Indian exports in 2010 were estimated at 193.3 m.kgs as against 197.9 m.kgs in the previous year. Indian consumption continues to rise by 3 to 3.5% p.a which amounts to approximately 25m to 26 m.kgs. The carry forward stock in 2010 was higher as compared to the previous year. However, this year there is no carry over stock due to lower production in the last quarter of 2010.

The current year unlike 2010, has started with a significant drop in South Indian production. During January/February 2011, the South Indian production was 30.25 m.kgs as against 34.83 m.kgs in January/February 2010 and the North Indian production stood at 7.42 m.kgs as against 10.23 m.kgs.

At the global level also, there has been a drop in tea production with Sri Lanka producing 42.63 m.kgs in January/February 2011 as compared to 51.97 m.kgs in the corresponding period in the previous year, while Kenyas production was 62.71 m.kgs as compared to 72.55 m.kgs.

The supply situation, as of now is low in India but is likely to improve in May/June. Once again quality teas are expected to witness good demand from the domestic market and continue to sell well at premium while Medium/Plainer varieties for both Orthodox/CTCs should sell in line with quality.

OPERATIONS

Plantations:

The Company has harvested an Arabica crop of 1670 MT as against 2171 MT in previous year. The Arabica production has been poor across all the 3 planting Districts of Karnataka viz. Coorg, Hassan and Chikmagalur. The Coffee Board has attributed the reasons for poor crop to failure of rainfall during crucial months and also unusual & continuous rains during October and November 2010.

In Robusta, after the record crop in the previous year, the estates harvested the estimated crop of 6620 MT. The Hassan estates did extremely well to harvest a record crop in the current year. With the good winter showers received during October and November 2010, the bushes are looking healthy and the prospects for the coming year appear to be good and the crop estimates indicate a good crop in both the growing areas of Coorg and Hassan.

The Company has achieved a total Tea production of 7.334 m.kgs at Anamallais and the two estates in Karnataka as against the record crop of 7.994 M.kgs during previous year. Major part of the shortfall was in the January to March period with very little rainfall.

On account of delayed ripening, only 535 MT of pepper has been harvested upto 31st March, 2011. With the balance crop being harvested in April/May, the total crop will be 1026 MT as against 1183 MT. The drop is on account of the lower yield in the South Coorg estates caused by uneven rainfall.

Curing Works:

The Companys Curing Works at Kushalnagar cured a total of 12959 MT during the year under review as against 10427 MT in the previous year. In addition, 356 MT of Monsooned Coffee was processed as against 331 MT in the previous year.

The unit handled higher volumes during the year due to the very good Robusta crop picked during 2009-10 season. The unit continued to achieve good financial performance during the year due to sustained cost reduction initiatives in the factory and better husk sale realization.

The ISO 22000 certified Pepper Unit inside the Kushalnagar Curing Works premises handled the grading and steaming operations of the Companys entire pepper produce.

Timber Value Addition:

The Company continues to utilise its Timber extracted by rotation and wind fallen to manufacture Marine Plywood and related products. The Companys high-end products such as Fire Retardant Composite panels, Sound Absorption plywood and shuttering plywood have performed well during 2010/11. In order to get better realization for the low end quality timber, the Company has decided to value add this timber by sawing into sizes of different thickness and width, to cater to the requirements of export packing and construction industry.

Exports:

During the year 2010-11, your Company exported 4819 MT of coffee as against 3633 MT in the previous year.

Your companys thrust to grow the market for differentiated coffee continued to show results with the volume growing to 1847 MT.

Quality Awards:

Your Companys efforts in producing Best Coffees to meet the varying needs of the special customers at the international level are continuing. A total of 10 awards were won by your Company at the Fine Cup Award Cupping competition Ã 2010 held in California, USA. Out of these, 7 are Regional best awards and 3 are best awards for Specialty coffee. Samples from the Companys different estates have been also sent for the 2011 competition, the results of which are awaited.

Instant Coffee Division

During the year under review, the instant coffee operations stabilized and focus was laid on processes and people development in order to deliver higher value to customers. Total exports in volume terms stood at 5659 MT as compared to 3536 MT in the previous year, an increase of 60%. The period was also well utilized to improve the Freeze dried process by carrying out steady operations and stretching capacity utilization, with focus on Quality. This enabled the Company to move its FDC new product variants from the "Economy" segment and position them in the "Main stream" segment. The agglomeration plant operations at both the units were also stabilized. The year has shown a significant improvement in sale of agglomeration and freeze dried coffee products over last year by 63% and 108% respectively.

Focus on Non-Russian markets has enabled the Company to make inroads into West Africa, Korea and Japan. Key customer relationship building approaches are under progress. This will give your Company a balanced market approach covering most of the key geographies. The Company has entered into an agreement with Tata Global Beverages Overseas Ltd. for availing services with regard to marketing the Companys soluble coffee in territories of Russia, Baltic, CIS and Poland and such other countries as the parties may mutually agree with effect from 1st November, 2010.

The focus continues to be on safety, cost, quality, and sustainability. Your Company proposes to use Renewable energy (wind power) for its operations which will also help support the Companys green initiative.

The Instant coffee unit at Theni received the "ISO 9001:2008" accreditation during the year from M/s. Bureau Veritas certification. This is in addition to the ISO 22000 and SA 8000 accreditations the unit already has.

TRADING OPERATIONS

Coffee Value-Added Products

Your Company is currently holding on to its volumes in the Roast and Ground coffee segment with a 2.5% market share. Your Company continues to be present in the instant coffee segment through supplies to private labels of key retail chains in India.

Vending business is in the midst of a strategic shift from the current premix based vending to pod based vending, keeping in mind the consumer requirements of modern, hygienic, good quality coffee which is also economical.

PLANTATION TRAILS

Your Companys Hospitality business has seen an increase in occupancy levels as well as turnover. Customer satisfaction levels have seen an improvement over the previous year. The aim is to create a world-class Plantation experience for the Companys guests at Plantation Trails. Your Company aspires to be the number one vacation or corporate getaway choice for customers visiting Coorg and Chikmagalur. Plans for restoration and up-gradation of the Companys heritage bungalows have been consolidated and the work in this regard will commence shortly.

STARBUCKS

The Company has entered into a non binding Memorandum of Understanding (MOU) with Starbucks Coffee International, Inc. (Starbucks) for a potential strategic collaboration in areas of Sourcing of coffee beans, coffee roasting facilities etc. relating to Starbucks entering retail operations in India initially and for other Asian countries over time.

The MOU also envisages discussions and evaluating appropriate opportunities across suitable businesses of associate Tata Companies in the food and beverage categories.

CAPITAL EXPENDITURE

During 2010-11, Rs.1249.09 Lakhs was incurred primarily on account of welfare, modernisation, up-gradation and other programmes undertaken in the various units of the Company.

SUBSIDIARY COMPANIES

Eight O Clock Coffee Company

Eight O Clock Coffee Company during the year registered a Turnover of Rs. 912.99 Crores as against Rs. 959.08 Crores in the Previous Year. The Company faced challenging conditions due to sharp increase in the Coffee terminal, especially in Arabica Coffee, which it uses for its products. The sharp surge led to the price to the consumer being increased. This had an impact on volumes which dropped from 43.9 mm lbs in the previous year to 39.5 mm lbs in the year under review. The Profit before Tax at Rs. 118.82 Crores (Rs.135.60 Crores in the previous year) and Profit after Tax at Rs. 72.58 Crores (Rs.76.87 Crores in the previous year) registered a decrease of 12.37% and 5.58% respectively over the previous year.

During the year the foodservice business was merged into the Empirical Group. The Brands packaging graphics was upgraded, which scored extremely favorably in consumer research. EOC paid out Dividend amounting to USD 8 mm in the year 2010-11.

Alliance Coffee Limited

The Marketer Agreement with Alliance Coffee Limited (Alliance) was terminated with effect from close of business hours on 31st October, 2010. Your Company has purchased the entire 49% shareholdings of Beeyu Overseas Limited and its Associates in Alliance, following which Alliance has become a wholly subsidiary of the Company with effect from 1st May, 2011.

The gross income of Alliance for the year ended 31st March, 2011 was Rs.382.24 Lacs as against Rs. 458.83 Lacs during the previous year. Profit before tax was Rs. 273.01 Lacs as against Rs. 327.75 Lacs. Profit after tax stood at Rs. 186.83 Lacs as against Rs. 215.27 Lacs in the previous year. The gross income includes income from commission up to 31st October, 2010 viz. the period up to which the Marketer Agreement between Tata Coffee and Alliance was valid.

The Ministry of Corporate Affairs has vide Circular dated February 8, 2011 exempted holding companies from attaching the accounts of its subsidiaries to its balance sheet. In terms of the said Circular and as required under the Listing Agreement with the Stock Exchanges, the consolidated financial statements of the Company together with its subsidiaries are attached. Any shareholder may ask for a copy or inspect at the Registered/Head Office a copy of the Annual Accounts of Alliance Coffee Limited and the consolidated financial statements of Consolidated Coffee Inc., USA which includes the Eight O Clock Coffee Company financials.

CORPORATE GOVERNANCE

The Company has been in compliance with all the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. The detailed Report on Corporate Governance in terms of Clause 49 of the Listing Agreement and a certificate of the Auditors thereon is attached to the Annual Report.

EMPLOYEES WELFARE

Health and welfare of employees has been and continues to be the focus area at Tata Coffee. With the changing economic scenario and the growing market challenges globally, appropriate measures have been adopted with regard to employee welfare. A Human Development Index (HDI) study has been initiated and improved facilities provided to the employees in the areas of housing, education, health and hygiene. The re-certification during the year of SA-8000 - 2008 standard following a detailed audit by M/s. Det Norske Veritas (DNV) bears testimony to the Companys commitment to comply with international requirements under Social Accountability, which are beyond statutory norms. The Company has also been certified under Rainforest Alliance, which reflects its commitment towards protecting and preserving the environment and eco system, thus ensuring a safe workplace and living conditions not only for the Companys employees but also for the community around. The Reward and Recognition practices introduced two years ago have been reinforced and deployed across the Company in order to encourage and foster employee engagement. The Companys aim is to be a provider of workforce facilities at par with world-class standards.

DIRECTORATE

Mr. M. Deepak Kumar was appointed as Additional Director by the Board at its meeting held on 25th October, 2010. At the said meeting Mr. Kumar was also appointed as Executive Director Ã Finance for a period of 3 years with effect from 25th October, 2010. As Additional Director, Mr. Kumar holds office up to the date of the ensuing Annual General Meeting of the Company in terms of Article 101 of the Articles of Association read with Section 260 of the Companies Act, 1956. The Company has received a notice from a Member under Section 257 of the Act signifying his intention to propose the appointment of Mr. Kumar as Director at the forthcoming Annual General Meeting.

Mr. R. Govindarajan who retires by rotation at the forthcoming Annual General Meeting has informed the Company that he does not wish to offer himself for re-election as a Director of the Company. As required under Section 256(4) of the Companies Act, 1956, a resolution for not filling the vacancy caused by Mr. Govindarajans retirement has been included in the Agenda of the Annual General Meeting. Your Directors wish to place on record their appreciation of the contributions made by Mr. Govindarajan during the period of his association with the Company.

Mr. U. M. Rao and Prof. Arun Monappa retire by rotation and are eligible for re-appointment.

SERVICE TO THE COMMUNITY

The Coorg Foundation, a Public Charitable Trust established by TATA Coffee Ltd continues to provide assistance to many individuals and institutions in the field of Health Care, Education, Sports, Culture and Environment.

In the field of Health Care, the Foundation provided grants to institutions to conduct free eye camps and treat patients belonging to the lower income group. To support higher education, the Foundation continued to provide educational scholarships to the students studying in diploma & professional courses. Merit Awards were given to students securing ranks in Kodagu District. In the field of Sports, upcoming talented youths continue to be encouraged by providing scholarships to undergo training & take part in international events. To promote and encourage culture, the foundation conducted the annual Art-in- Action programmes which provide opportunity to the rural children in the field of Drawing & Painting, Public Speaking and Bharathnatyam. In the field of environment, the Foundation provided grants to conduct awareness programme on utilization and conservation of natural resources.

"SWASTHA", the Project started by The Coorg Foundation, for differently abled persons continues to do well at its centres at Suntikoppa and Pollibetta. Suntikoppa has 100 students clustered into two streams- Education and Rehabilitation and Pollibetta has 20 participants in the Rehabilitation programme. During the year, Swastha initiated Community Based Rehabilitation Programme (CBR) at Somwarpet Taluk, a concept that caters to the needs of the differently abled, taking care of the needs of the respective communities, moving away from a central location. Under this concept specialist trainers visit the community where differently abled people are located and provide the required package of inputs. This is a cost effective method of reaching out to a larger number of needy persons.

PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975 is given in the Annexure forming part of this Report. However, as per the provisions of Section 219(1)(b)(iv), the Report and Accounts are being sent to all Shareholders of the Company excluding the Statement of Particulars of Employees. Any Shareholder interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company for a copy.

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

The Statement pursuant to Section 217(1)(e) of the Companies Act, 1956 read with The Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management confirm:

(i) that in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed and that there are no material departures;

(ii) that they 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 profits of the Company for that period;

(iii) that they 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the accounts for the financial year ended 31st March, 2011 on a Ãgoing concern basis.

AUDITORS

M/s. N.M. Raiji & Co., and M/s. SNB Associates, Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting. The Auditors have furnished the certificate under Section 224(1) of the Companies Act, 1956, of their eligibility for re-appointment.

On behalf of the Board

R.K. KRISHNA KUMAR Chairman

Place : Mumbai Dated : 13th May, 2011

Mar 31, 2010

The Directors are pleased to submit their Report together with the Audited statement of accounts for the year ended 31st March, 2010.

2009/10 2008/09 Rs. in Lakhs Rs. in Lakhs Profit from Operations before Other Income & Interest 1963.11 2135.21 Add: Other Income 3791.79 1742.70 Operating profit before Interest 5754.90 3877.91 Less: Interest 754.98 1037.31 Profit Before Tax 4999.92 2840.60 Provision for Tax: Current Year 1292.71 814.00 Deferred Tax 508.23 82.18 FBT - 80.00 1800.94 976.18 Profit After Tax 3198.98 1864.42 Add: Surplus b/f from PY 842.15 1330.88 Amount available for appropriation 4041.13 3195.30 General Reserve No. 1 319.90 186.44 General Reserve No. II 284.42 259.99 Debenture Redemption Reserve A/c 383.29 987.61595.651042.08 Dividend Final (Proposed) 4100.78 1120.62 Tax on Dividend 232.65 1633.43 190.45 1311.07 Balance carried forward 1420.09 842.15

TURNOVER

Your Companys turnover during the year under review was Rs.373.42 Crores compared to Rs.336.79 Crores in the previous year, registering an increase of 10.88% over last year.

PROFITS

Profit from Operations before other income and interest for the year ended 31st March, 2010 stood at Rs. 19.63 Crores as against Rs 21.35 Crores in the previous year, reflecting a drop of 8%. Other income includes dividends from subsidiaries of Rs. 37.27 Crores (previous year Rs. 15.12 Crores). Profit before tax at Rs.50.00 Crores vis-a-vis Rs 28.41 Crores in the previous year reflected an increase of 76%. Profit after tax in 2009-10 stood at Rs. 31.99 Crores as against Rs 18.64 Crores in the previous year.

DIVIDEND

Your Directors have recommended a dividend of Rs. 7.50 per share. This will absorb a sum of Rs.16.33 Crores including Rs. 2.33 Crores by way of dividend tax.

COFFEE SCENARIO:

The last year was a very important period for coffee. The global futures prices which reflects overall demand and supply situation was range bound between 110-145 c/lb for Arabica and $1280 to $1530 for Robusta as overall demand-supply was balanced. However, specific origins, Colombia in particular had a significant supply shortfall leading to physical prices shooting up dramatically.

The steep fall in the Colombian coffee output from a steady 12 mln bags p.a. to 8-9 mln bags last year impacted many roasters worldwide who had this origin in their blend, and specifically those who had single origin Colombian blends which meant that they were tied to this origin and could not use other origins as replacement. This led to roasters offering huge premiums to protect their Colombian supply as well as attempt replacement, wherever possible with the result that physical prices for

Arabicas from other origins shot up alongside. Indian Arabica prices were further boosted by a low crop last year which led to domestic prices outstripping international prices.

It was also an off year for Brazil which harvested a crop of 42 mln bags which helped support the prices.

Robustas was not untouched by the Arabica situation. When Arabica prices scaled heights, roasters tried to replace Arabicas with cheaper Robustas which led to Robusta prices appreciating too but not to the same extent as Arabica as the roasters found that they had hit the limit where further use of Robustas would impact their blend. Indian Robusta output was down by 20% which impacted the Washed Robusta prices more than the Unwashed Robustas as Washed Robustas from India have very few competitors while Unwashed Robustas have close replacement origins in Uganda and Vietnam. Consequently, Washed Robusta prices appreciated significantly whereas the Unwashed Robusta prices showed only marginal appreciation as Vietnam with a crop of 16 mln bags added to a growing stockpile of Unwashed Robustas worldwide.

The pressure of the recession gradually eased as the year went by and green coffee went largely unscathed. Global consumption continued to maintain its growth path at 2-2.5% p.a. even as consumption shifted from out-of-home to in-home instead of consumers reducing consumption.

TEA SCENARIO

Black Tea production by major producing countries during January/December 2009 totalled approx 1772 m. kgs against 1824 m. kgs in 2008, showing a deficit of 52 m. kgs. The main contributors to this shoftfall were Kenya, with 32 m. kgs and Sri Lanka with 29 m. kgs. Against this, Malawi was up by about 11 m. kgs. India was only marginally down, by 1.8 m. kgs. (totaling 979 m. kgs.).

Indian exports in 2009 are estimated at 191 m. kgs. against 203 m. kgs. the year before, down by almost 12 m. kgs. Consumption in India is reported to be rising by about 3 to 3.5% p.a., which amounts to approx. 25 to 28 m. kgs. in volume. In 2009, the carry forward stock from the previous year was very small or even in deficit, if earlier years production/ exports/ consumption figures are considered. This year however, there is some carry over, due to high production during the last quarter of 2009.

The current year, unlike 2009, has started with a significant increase in South Indian production. During January/February, the estimate is 11 m. kgs. up. In the North, January/February has seen a deficit of 3 m. kgs., so that the all-India surplus stands at around 8 m. kgs. However, Assam has reportedly had good rains recently and the crop is likely to improve from the second half of April.

At a global level also, the supply situation has improved considerably, with Sri Lanka producing approximately 21 m. kgs. more during the first two months while Kenya has added 25 m. kgs. The increase in production so far is therefore already of the order of 54 m. kgs for the first two months of the year.

While the supply situation in India may be more comfortable than the previous year, this is likely to be absorbed by the domestic market where quality products are in great demand. As a result of this, good liquoring teas are still selling at last years levels or higher, while medium/plain teas of both Orthodox and CTC varieties have seen lower prices.

OPERATIONS:

Plantations:

The Company achieved an all time record Robusta coffee production at 7285 Tonnes as against 4225 Tonnes harvested during previous year. The Arabica production was higher at 2171 Tonnes compared to 1551 Tonnes harvested during previous year. The overall Coffee Production for the Company was 9456 Tonnes during the year under review as compared to 5776 Tonnes during previous year.

The prospects for the coming season appear to be normal. Though there has been a delay in blossom showers, the Company has ensured extensive coverage of its Robusta area with blossom irrigation. Available water was used for Arabica irrigation as well.

On the Tea front too, the Company has achieved a record of 7.994 Million Kgs at Anamallais and in the two estates in Karnataka in the year 2009-10 as against 7.606 Million Kgs during previous year.

The Pepper,crop stood at 884 Tonnes as against 1515 Tonnes harvested during previous year. The decline in crop was on account of biennial bearing, having harvested a record crop during 2008/09.

Curing Works:

The Companys Curing Works at Kushalnagar cured a total of 10427 MT during the year as against 11195 MT in the previous year. In addition 331 MT of Monsooned coffee was processed as against 365 MT in the previous year. The quantity received for curing was lower, due to the all time low crop picked during the 2008/09 season.

The unit will be handling a higher crop in the next financial year in view of the increased volumes of the 2009/10 seasons coffee received for curing. The unit registered an improved performance during the year due to the various cost reduction initiatives undertaken through continuous process improvement in the factory and better husk sale realization.

The grading and steaming operations of the Companys pepper produce, is also being handled at the Pepper Unit in Kushalnagar Works premises, which is certified for ISO 22000.

Timber Value Addition:

Strengthening our way forward in value addition, the Division added semi densified film face plywood, high quality Block Boards which can be used as doors. In our existing product range we have Marine, Commercial plywood, Block board, Fire Retardant composite panels and Sound absorbing panels. The market performance of our products continues to be satisfactory in spite of a slow down in the construction industry.

Exports:

During the year 2009/10, your Company exported 3633 mt of coffee as against 3316 mt in the previous year. As in earlier years, Italy continues to be the prime destination.

Your Company continued its drive towards differentiated sales and the total sales stood at 643 mt.

Quality Awards:

Your Companys efforts in promoting its coffee at the international levels, especially in the Specialty and Estate Specific coffee segment has been continuing. Winning a total of 16 awards at the International Cupping competition held at Atlanta during 2009 is a testimony of its success in this direction. This year a total of 10 samples have entered the final round of the international cupping competition which is scheduled to be held in Anaheim, California.

Instant Coffee Division:

During the year under review, the Division has made a steady progress in sales volume quarter on quarter overcoming the impact of economic recession. Though the total export volume (3536 MT) was more or less the same as in the previous year (3758 MT), the quarterly sales during the 3rd and 4th quarters were almost double the volumes recorded in the corresponding quarters of the previous year. The period also witnessed the highest sales of Agglomerated coffee and Freeze dried coffee which have higher margins compared to other product variant viz. spray dried coffee powder.

In its endeavour to develop Non-Russian market and to meet diversified customer groups/segments, the Company has undertaken several initiatives towards improving the quality of Freeze dried coffee and developing new products for specific markets. The thrust has also been on cost control through lean initiatives, improved productivity and restructuring of the purchasing process of green coffee and packing materials.

The Instant coffee unit at Theni received the "SA 8000" accreditation during the year from M/s. Bureau Veritas Certification for employee welfare and ensuring safe working atmosphere.

TRADING OPERATIONS

Coffee Value-Added Products

Your Company is maintaining its current position in the Roast and Ground segment and post launching of Instant coffee in the Hot Tea Shop segment, is exploring opportunities for Instant Coffee in the Retail segment. Your Company is also supplying Instant coffee as a private label to a few retail chains. Your Companys Roast and Ground Plant has been rated as the best in the country and awarded the Gold medal at the recently concluded India International Coffee Fesjwal 2009. It is also the only roastery in the country which processes 100% certified coffees in its operations. Better cost and price management has ensured improved performance this year. Your Company continues to be a leading player in the Vending business. The year has seen a very healthy improvement in sales and contribution over the previous year.

PLANTATION TRAILS

Your Companys Hospitality business has performed well and has exceeded its profitability budget. Overall customer satisfaction levels have seen an improvement by 30% over the previous years scores. The main focus in the current year is to ensure that the Division offers the right product and service thereby enhancing customer experience.

GREEN TEA POLYPHENOL

Due to non-availability of statutory approvals from the local and District level authorities and having regard to Anamallais being declared as "Tiger Reserve" by the Government as a result of which getting permission for construction of a factory in the Anamallais area is unlikely, the proposal for setting up the Polyphenol project has been dropped.

CAPITAL EXPENDITURE

During 2009-10, Rs.849.10 Lakhs was incurred, primarily on account of welfare, modernisation, up-gradation and other programmes undertaken in the various units of the Company.

SUBSIDIARY COMPANIES

Eight O Clock Coffee Company

Eight O Clock Coffee Company (EOC) registered an excellent performance in the fiscal year ended 31 st March, 2010. Sales and Turnover stood at 43.998 mm lbs and Rs.959.08 Crores respectively in the year under review as against 37.678 mm lbs and Rs.801.99 Crores for the fiscal year ended 31st March, 2009. The Profit before Tax at Rs.135.60 Crores (Rs.53.17 Crores in the previous year) and Profit after Tax at Rs.76.87 Crores (Rs.32.57 Crores in the previous year) registered an increase of 155% and 136% respectively over the previous year.

The improved performance was inter-alia achieved through higher sales, effective green coffee hedging strategy, implementation of right sizing plan and cost management initiatives. There was a marked improvement in EOC sales in all significant channels viz. grocery, mass and club. Aggressive position management on green coffee procurement resulted in considerable savings. Savings were also generated from direct purchase of Columbian bean and development of new blends.

During the year under review, EOC retired debt worth USD 15.21 mm and refinanced Senior debt which automatically improved flexibility in operations and also resulted in reduction in coupon rate. EOC paid out dividend amounting to USD 15.5 mm in the year 2009-10.

Alliance Coffee Limited

Gross earnings by way of commission income during the year under review was Rs 453.44 Lacs as against Rs. 491.95 Lacs during the previous year, representing a 7.83% decrease. Profit before depreciation and taxation during the year under review was Rs. 330.99 Lacs as against Rs. 383.06 Lacs during the previous year. After providing for depreciation and taxation, the Companys net profit for the year was placed at Rs 215.27 Lacs as against Rs. 247.77 Lacs in the previous year. The performance of the Company was affected in the first and second quarter on account of recessionary situation and global slowdown in the Russian, CIS and other markets; however the position improved in the second half of the year.

The Company has been granted exemption by the Ministry of Corporate Affairs, Government of India, from attaching with its Balance Sheet the copy of the Balance Sheet, Profit & Loss Account, Directors Report, Auditors Report of Alliance Coffee Limited, Eight O Clock Coffee Company, USA and Consolidated Coffee Inc., USA and other documents required to be attached under Section 212 (1) of the Companies Act, 1956. As required under the Listing Agreement with the Stock Exchanges and in terms of the said communication of the Ministry of Corporate Affairs, consolidated financial statements of the Company together with its subsidiaries are attached. Any shareholder may ask for a copy or inspect at the registered office a copy of the Annual Accounts of Alliance Coffee Limited and the consolidated financial statements of Consolidated Coffee Inc., USA which includes the Eight O Clock Coffee Company financials. The annual accounts of Consolidated Coffee Inc., USA (consolidated) and Alliance Coffee Limited would also be posted on the Companys website.

CORPORATE GOVERNANCE

The Company has been in compliance with all the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. The detailed Report on Corporate Governance in terms of Clause 49 of the Listing Agreement and a certificate of the Auditors thereon is attached to the Annual Report.

EMPLOYEES WELFARE

Your Companys thrust towards ensuring its employees health and welfare has been continuing. Recognition and Rewards introduced by the Company at the Estate/Unit level has resulted in increased productivity and higher remuneration to the workers by way of incentives. The re-certification of SA-8000 standard by M/s. Det Norske Veritas stands as a testimony to the Companys commitment to comply with the international requirements which is beyond statutory norms, under Social Accountability. The Company has also been certified under Rainforest Alliance, reflecting commitment towards protecting the environment and the eco system, ultimately leading to a safe working place for the workers. The Company has also undertaken a study of the housing of its entire labour force and the facilities provided therein, together with a Human Development Index (HDI) study, so as to compare the living condition and education levels of our employees with world standard.

DIRECTORATE

Mr. Hameed Huq, on ceasing to be Executive Director (Plantations) was appointed as Additional Director by the Board with effect from 3rd January, 2010 and also elevated to the position of Managing Director of the Company from the said date for a period of 3 years. As Additional Director, Mr. Huq holds office up to the date of the ensuing Annual General Meeting of the Company in terms of Section 260 of the Companies Act, 1956 and is eligible for re-appointment as Director not liable to retire by rotation under the Articles of Association. The Company has received notice from a Member under Section 257 of the Act signifying his intention to propose the appointment of Mr. Huq as Director at the forthcoming Annual General Meeting.

Mr. R.K. Krishna Kumar, Mr. P.T. Signaporia and Ms. Sangeeta Talwar retire by rotation and are eligible for re-appointment.

Ms. Barbara A. Roth resigned from the Board with effect from 8th October, 2009. Mr. M.H. Ashraff who served the Board as Managing Director for a period of 10 years and Mr.A.Sengupta, Executive Director (Instant Coffee Operations) who served the Company for over 10 years demitted their respective offices with effect from 3rd January, 2010. Your Directors wish to place on record their appreciation for the significant and valuable contribution made by Mr.Ashraff and Mr.Sengupta during their long association with the Company.

SERVICE TO THE COMMUNITY

The year 2009-2010 has been another eventful year for The Coorg Foundations Public Charitable Trust established by TATA Coffee which continues to promote welfare activities in the field of Healthcare, Education, Sports, Culture & Environment. The Foundation provided assistance to several individuals in need of critical medical care directly and also through other TATA Trusts. Donations were made to various medical institutions for conducting free eye camps and infrastructure development.

"SWASTHA", one of the major projects of the Foundation, meant for serving the differently abled children in centres at Suntikoppa & Pollibetta, continues to maintain high standards of service and progress in the right direction. Under the able guidance of highly motivated resource persons, the children, besides being taught basic self help skills and reading and writing, are provided with vocational trainings, viz. making of a variety of paper products, candles, greeting cards, tailoring, printing & mushroom cultivation. The children have also won several medals in various sporting events at the state and national level. SWASTHA was awarded "The Best Institution for Disabled" by the Government of Karnataka on World Disabled Day on 3rd December, 2009.

PARTICULARS OF EMPLOYEES

Information required under Section 217(2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975 is given in the Annexure forming part of this Report. However, as per the provisions of Section 219(1)(b)(iv), the Report and Accounts are being sent to all Shareholders of the Company excluding the Statement of Particulars of Employees. Any Shareholder interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company for a copy.

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

The Statement pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with The Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management confirm:

(i) that in the preparation of the accounts for the financial year ended 31 st March, 2010, the applicable accounting standards have been followed and that there are no material departures;

(ii) that they 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 profits of the Company for that period;

(iii) that they 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the accounts for the financial year ended 31 st March, 2010 on a going concern basis.

AUDITORS

M/s. N.M. Raiji & Co., and M/s. SNB Associates, Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting. The Auditors have furnished the certificate under Section 224(1) of the Companies Act, 1956, of their eligibility for re-appointment.

On behalf of the Board R.K. KRISHNA KUMAR Chairman Place: Mumbai Dated; 13th May, 2010

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