Directors Report of Warren Tea Ltd.

Mar 31, 2018

The Directors present their Forty-first Annual Report with the Audited Financial Statements of your Company for the year ended 31st March, 2018.

Extract of Annual Return

An extract of the Annual Return as provided under Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, is given in MGT-9 which is attached as Annexure A to this Report.

Board Meetings

The Board of Directors met 5 (Five) times on various dates during the financial year 2017-18. The details have been provided in the Corporate Governance Report pursuant to Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 which is annexed as Annexure G to this Report.

Directors Responsibility Statement

Pursuant to the requirements of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 the Directors would like to state that:

(a) in the preparation of the annual accounts, the applicable Indian Accounting Standards (Ind AS) have been followed and there are no material departures therefrom;

(b) the Directors had selected such accounting policies and applied them consistently in accordance with applicable provisions and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

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

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

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

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

Independent Directors’ Declaration

All the Independent Directors have given declarations required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013, which were duly received by the Company

Particulars of loans, guarantees and investments

The particulars of loans made by the Company are covered in Notes 4 & 12 of the Notes to the Financial Statements.

The Company has not given any guarantee.

Particulars of investments made by the Company is given in Note 3 of the Notes to the Financial Statements.

Related Party Contracts

The particulars of contracts or arrangements made with related parties is attached to this Report as Annexure B. State of the Company’s Affairs

	Current Year	Previous Year
	(Rs.in Lakhs)	(Rs. in Lakhs)
Profit/(Loss) before Depreciation and Tax	(714.03)	(200836)
Less: Depreciation and Amortization	363.87	36191
Profit/(Loss) for the period	(1077.90)	(237027)
Tax Expense
Current Tax	—	—
Deferred Tax	(288.66)	(74201)
Profit/ (Loss) for the Year	(789.24)	(162826)
Other Comprehensive Income	374.64	(131.91)
Total Comprehensive Income	(414.60)	(1760.17)
Balance brought forward from Previous Year	5687.72	7447.89
Balance carried to Balance Sheet	5273.12	5687.72

The financial statements for the year ended 31st March, 2018 are the first financial statements of the Company under Indian Accounting Standards. Comparative figures relating to previous year and on the date of transition i.e. 1st April, 2016 have also been prepared in accordance with the Ind AS.

There were no companies which have become/ceased to be Subsidiaries, Joint Ventures and Associate Companies during the year.

Maple Hotels & Resorts Limited (‘Maple’) continues to remain an Associate Company whose financial statements for the year ended 31st March, 2018 are the first financial statements of that company under Indian Accounting Standards; comparative figures relating to previous year and on the date of transition i.e. 1st April, 2016 have also been prepared in accordance with the Ind AS. During the year ended 31^st March, 2018, Maple recorded an increase of about 21.07% in its turnover to Rs.1860.88 Lakhs from Rs.1537.08 Lakhs in the previous year which has resulted in profit before Exceptional Items and Tax at Rs.182.87 Lakhs during the year under review as against a loss of Rs. 161.00 Lakhs in the previous year.

As required under Section 129(3) of the Companies Act, 2013 consolidated Financial Statements together with a statement containing the salient features of the Financial Statements of Maple forms a part of this Annual Report.

Deposits

The Company has not accepted any deposits within the meaning of ChapterV of the Companies Act, 2013.

Regulatory Orders

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

Internal Control Systems

Your Company has adequate Internal Financial Control systems at all levels of Management and they are reviewed from time to time by firms of practicing Chartered Accountants who submit Reports upon completion of audit for consideration by the Directors. The details of the Internal Control Systems and their adequacy are set out in the Management Discussion and Analysis Report forming part of the Board’s Report. The Audit Committee of the Board looks into the Auditors’ review which is deliberated upon and corrective action taken, wherever required.

Auditors’ Report

Messrs B M Chatrath& Co LLP Statutory Auditors have submitted their Report in respect of the financial year 2017-18 under Section 143 of the Companies Act, 2013.

The report of the Statutory Auditors during the year under review does not contain any qualification, reservation or adverse remark or disclaimer, which requires any further comments or explanations in this report.

The Notes to the Financial Statements are also self-explanatory and do not call for any further comments.

Cost Audit

For the year ended 31st March, 2017, the Cost Audit had been completed by MessrsShome and Banerjee, Cost Accountants. The Cost Audit Report had been submitted by the Cost Auditors to the appropriate authorities within the stipulated time on 4th October, 2017.

Secretarial Audit

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Messrs MKB & Associates, Practising Company Secretaries had been appointed as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year 2017-18.

The Secretarial Audit Report given by Messrs MKB & Associates, Company Secretaries in Practice is annexed to this Report as Annexure C which is self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer, which requires any further comments or explanation.

Resume of Performance

During the year under review, climatic conditions arising primarily from global climatic changes generally remained below the levels desirable to result in augmented volume of crop produced which continued to be affected by pest attacks. As your Company continues with its emphasis on tea as health drink, in consonance with its integrated Pest Management Policy it does not use strong pesticides thereby also maintain Maximum Residual Levels and accordingly it has adopted appropriate measures to counter pest. Production for the year has increased resulting in improved bottom-line. You would be happy to note that the Company’s revenue improved to Rs.12037.54 Lakhs from Rs.111 55.36 Lakhs in the previous year and the loss for the year was Rs.414.60 Lakhs which was a substantial reduction from Rs.1760.17 Lakhs in the previous year.

Crop

Your Company’s saleable crop was higher at 6.71 Million Kgs. as compared to the previous year’s production of 6.09 Million Kgs.

Comparative Crop figures during the past five years for its seven tea estates are given below:

Year	Saleable Crop
Ended on	In Million Kgs.
31.03.2018	6.71
31.03.2017	6.09
31.03.2016	7.18
31.03.2015	6.58
31.03.2014	7.77

Sales

Proceeds from sale of tea increased to Rs.11845.39 Lakhs for the year under review as against Rs.10878.26 Lakhs i n the previous year.

Quality

Your Company’s policy of manufacture only from its own leaf together with good agricultural practices continue to contribute to Quality

Your Directors remain steadfast in their endeavour that the teas of your Company are produced in a socially responsible manner. All tea estates of your Company continue to have Rainforest Alliance Certification, ISO 22000:2005 Certification as well as Trustea Verification Certification apart from continuing to be participants of the Ethical Tea Partnership Programme of UK. The Company’s Integrated Pest Management Policy for agro inputs are in consonance with the Plant Protection Code of theTea Board of India. Your Companyand its Management continues to be ever watchful on the issues of Maximum (Permissible Chemicals) Residue Limits.

Exports

Exports for the year wasRs.479.21 Lakhs against Rs.953.88 Lakhs for the previous year.

Prospects

Your Directors have taken diverse steps for improving production both in terms of quality and quantity and it is expected that with average growing conditions, the Company’s performance would improve further. Your Directors are pleased to report that during the current year there is marked improvement in quality resulting in higher unit price realizations.

Shareholders

Your Directors are of the view that considering the loss for the year, it would not be prudent to declare any dividend for the year under review.

It is proposed to reclassify as public the entities belonging to a former promoter group. For the purpose, necessary approvals would be sought including that of the Shareholders at the forthcoming Annual General Meeting.

Material changes and commitments consequent to year end

Your Directors confirmthat there were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statement relates an d the date of this report .

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy

(i) The steps taken or impact on conservation of energy:

The Company is ever sensible on conserving energy and reducing its consumption. The Company has been sensitive enough on this issue for several years and continues with its efforts to regulate consumption and conserve energy. Apart from the ecological impact, energy cost is one of the two major inputs in the production cost, other being the labour cost. The Company with the view to reduce the major item of cost, is continuously trying to explore avenues to reduce consumption of energy.

As a policy, the old and existing equipment are being replaced with newer/energy efficient equipment. To become more energy efficient, the processes are being reviewed and necessary changes are being carried out wherever possible with a view to conserve and make efficient use of energy.

Theprocess ofreplacing incandescentbulbs with CFL/LED continues. The Companyis continuously replacing the traditional high gas consumption burners with more efficient economical burners which have reduced energy consumption. All the estates of the Company are making efforts to optimize machinery output, resulting in power savings.

(ii) The steps taken by the Company for utilizing alternate sources of energy:

During the year under review, no major steps were initiated for utilizing alternate sources of energy by your Company.

(iii)The capital investment on energy conservation equipment:

The Company continues to invest, resulting in energy savings. Installation of VFBD and CFM together with economical burners and installation of conveyer system have increased production efficiently which has resulted in overall reduction of both energy consumption and manpower which has ultimately reduced the cost of production. Daily monitoring of both gas and electricity are being carried out and immediatecorrective action, where necessary, is being taken to become more energy efficient.

(B) Technology absorption:

(i) The efforts made towards technology absorption;

(i i) The benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

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

(iv) The expenditure incurred on Research and Development:

The Company did not carry out any Research & Developmental activities on its own. However, during the year the Company subscribed a sum of Rs.24.36 Lakhs to Tea Research Association (TRA) which has been set up for the purpose of carrying out research aimed at improving various aspects of tea plantations who derive benefit from such detailed work carried out by TRA. The expenses for such work are collectively borne by TRA from the contributions made by various tea companies.

(C) Foreign exchange earnings and outgo:

Foreign exchange — Earned (Gross) — Rs.496.07 Lakhs

— Outgo — Rs.24.64 Lakhs

Risk Management

The Company has developed and implemented a Risk Management Policy.The Risk Management Committee of the Board reviews the risk assessment and minimization procedure in the light of the Risk Management Policy of the Company. Details of Risk Management Committee are given separately in the Corporate Governance Report at Annexure G to this Report. In the opinion of the Board there is no such risk which may threaten the present existence of the Company.

Corporate Social Responsibility

The Corporate Social Responsibility Committee, comprises of Mrs S Barman as Chairperson and Mrs A K Bindra, MrVinay K Goenka and Mr S K Ghosh as Members with President-Legal & Company Secretary as its Secretary. The broad terms of reference of the Corporate Social Responsibility (CSR) Committee are:

— Formulate and recommend to the Board, the C SR Policy

— Recommend the amount of expenditure to be incurred on the activities undertaken

— Monitor the CSR Policy of the Company from time to time

— Review the performance of the Company in the area of CSR including the evaluation of the impact of the Company’s CSR activities

— Review the Company’s disclosure of CSR matters

The Committee has framed the CSR Policy which is available on Company’s website at www.warrentea.com The CSR Policy and related matters together with details of the Committee have been annexed as Annexure D to this Report.

Board Evaluation

The Nomination and Remuneration Committee has earlier approved the Board Evaluation Policy. All the Directors including Independent Directors and the Non-IndependentDirectors have continued to contribute their inputs in the process of evaluation of the Directors. The Independent Directors and the Nomination and Remuneration Committee Members have continued to review the performance of all the Directors including the Chairman an d the Managing Director and thence the performance of the Board as awhole. The Board in turn, with such inputs have carried out annual evaluation of its own performance, its Committees and individual Directors.

Audit Committee

The Audit Committee of the Board consists of three Non-executive Independent Directors with Mr S Bhoopal as Chairman, Mr L K Halwasiya and Mr N Dutta as members. During the year under review, the Board accepted all the recommendations made by the Audit Committee. Further details of the Committee relating to their terms of reference, composition and meetings held during the year, are included in the report on Corporate Governance in Annexure G to this Report.

Vigi Mechanism Committee

The Company has established a Vigil Mechanism for directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct or ethical policy. The Audit Committee of the Board monitors an d oversees such Vigil Mechanism of the Company. The Vigil Mechanism provides the whistle blower to lodge Protected Disclosure in writing to the Committee in the form of a letter in a closed envelope or by e-mail to the dedicated address; protection to genuine whistle blowers would be given against any unfair treatment and any abuse of this protection will attract disciplinary action. The Company has also provided a direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company. The Vigil Mechanism/Whistle Blower Policy of the Company has been uploaded on the website of the Company and can be accessed at www.warrentea.com .

Nomination and Remuneration Committee and Policy

The Committee consists of Mr S Bhoopal, Mrs S Barman and Mr N Dutta, all Non-executive Independent Directors with Mr S Bhoopal as Chairman. It recommends to the Board, inter alia, the Remuneration Package of Directors and Key Managerial Personnel. Further details relating to the Committee are set out in the Report o n Corporate Governance in Annexure G to this Report.

The Nomination and Remuneration Committee has formulated a policyfor evaluation of Directors which contains evaluation criteria; such criteria include contributing to, monitoring and reviewing etc. and has acted upon the same The particulars required to be furnished relating to the Policy on Directors’ appointment and remuneration including criteria for determining qualification, positive attributesand independence of aDirector and other related matters including remuneration of employees has been uploaded on tea website of the Company, which can be accessed under the weblink: htp://www.wanentea.com/Documents/nominaton_remuneraton_policy.pdf .

The Company’s Policy on Di rector’s appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report.

Stakeholders Relationship Committee

The Committee consists of Mr S Bhoopal as the Chairman and Mrs A K Bindra, MrVinay K Goenka and Mr S K Ghosh as members. Details of the Committee are provided in the Report on Corporate Governance in Annexure G to this Report.

Change in nature of Business, if any

There has been no change in the nature of business of the Company.

Statement of compliance of applicable Secretarial Standards Your Company has complied with applicable Secretarial Standards.

Details of Directors/Key Managerial Personnel

In accordance with the Articles of Association of the Company, MrVinay K Goenka (DIN 00043124), Chairman of the Company retires by rotation and being eligible has offered himself for reappointment.

On recommendation of the Nomination and Remuneration Committee, the Board of Directors have approved reappointment of all five Independent Directors of the Company subject to approval of the shareholders.

Personnel

In accordance with the provisions of Section 197 (12) of the CompaniesAct, 2013 read withRule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars and information of the employees has been set out in Annexure E to this Report.

Your Company treats its human capital as its most important asset. The welfare and well-being of the workers are monitored closely and the Company maintains harmonious relationship with the employees.

Industrial relations remained peaceful throughout the year and your Board of Directors thank executives, staff and workers at all levels for their valuable service and support during the year. All estates of your Company are certified under the Rainforest Alliance as well as Trustea indicating firm commitment towards sustainability as well as workers’ health, hygiene and safety. It is your Company’s endeavour to provide safe, healthy and sustainable work environment in all the estates. The Company has always believed in a policy against sexual harassment which has also found its place in the governing Codes of Conduct and Ethics applicable to its employees which includes a mechanism to redress such complaints. Further, He Company has in place Internal Complaints Committees for Assam and Kolkata and during the year under review there were no complaints of sexual harassment at any of the units.

Corporate Governance

The Company has complied with He Corporate Governance requirements underthe Actas stipulated under Regulation 17 to Regulation 27 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. AManagement Discussion and Analysis Report is provided in Annexure F. A separate Report on Corporete Governance in terms of Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 is also provided in Annexure G to this Report.

Certifications

A Declaration affirming compliance with the Code of Conduct of the Company an d Auditor’s Certificate of compliance with theconditions of Corporate Governance are collectively annexed and forms part of this Report.

Auditors

Messrs B M Chatrath& Co LLP Chartered Accountants, were appointed as Statutory Auditors of the Company at the thirty-seventh Annual General Meeting held on 10th September, 2014 to hold office till the conclusion of the forty-second Annual General Meeting.

MessrsShome& Banerjee, Cost Accountants have been reappointed for audit of Cost Accounts maintained by the Company for the year ending 31st March, 2019 and their remuneration is being placed for approval of the Shareholders at the forthcoming Annual General Meeting.

Kolkata Vinay K Goenka

26th May, 2018 Chairman

---

Mar 31, 2016

The Directors have pleasure in presenting their Thirty-ninth Annual Report to the Members together with the Audited Financial Statements for the year ended 31st March, 2016 :

Extract of Annual Return

The extract of the Annual Return is annexed as Annexure A.

Board Meetings

During the year six Board Meetings had been held, details whereof are available in Annexure H to this Report.

Directors'' Responsibility Statement

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

(a) in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation in case of material departures;

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

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

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

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

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

Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

Nomination and Remuneration Policy

The Policy of the Company on Directors'' appointment and remuneration including criteria for determining qualification, positive attributes, and independence of a Director and other associated matters including remuneration of employees is appended as Annexure B to this Report.

Particulars of loans, guarantees and investments

The details of the loans made by the Company is given in Notes 13 & 18 of the Notes to the Financial Statements.

The Company has not given any guarantee.

The details of the investments made by the Company is given in Note 11 of the Notes to the Financial Statements.

Related Party Contracts

The particulars of contracts or arrangements with related parties is appended as Annexure C. Subsidiaries, Joint Ventures and Associate Companies

Warren Steels Private Limited ceased to be an Associate Company during the year. There were no other companies which have become/ceased to be Subsidiaries, Joint Ventures and Associate Companies during the year.

State of the Company''s Affairs

Current Year Previous Year

(Rs.in Lakhs) (Rs.in Lakhs)

Profit before Depreciation and Tax	946.28	1629.44
Less: Depreciation and Amortization	332.30	499.89
Profit before Tax	613.98	1129.55
Tax Expense
Current Tax	125.00	(225.00)
Deferred Tax	30.65	104.74
Profit for the year	458.33	1249.81
Balance brought forward from Previous Year	6998.60	574879
Balance carried to Balance Sheet	7456.93	6998.60

The major accounting policies as narrated in the Notes to the Financial Statements in Note 27 in conformity with the Accounting Standards which have been specified in the Companies Act, 2013 and the Rules framed there under have been followed as usual in the course of preparing and presenting these Accounts.

Maple Hotels & Resorts Limited (''Maple'') continues to remain an Associate Company. Maple is in the hospitality business under the brand ''Vesta'' having three hotels in Rajasthan with plans for further expansion. During the year, the Company acquired a further 35,00,000 Equity Shares of Maple subsequent to which the Company''s holding in Maple stood at 46.92%. During the year ended 31st March, 2016, Maple recorded an increase of about 30% in its turnover to Rs.1439.95 Lakhs from Rs.1094.25 Lakhs in the previous year as well as registering a turnaround in its operating results having a profit before depreciation and tax of Rs.33.42 Lakhs as against loss before depreciation and tax of Rs.218.42 Lakhs in the previous year; however, in view of substantial capital additions in all its properties over the years, depreciation charges have been considerable which have affected ultimate profitability.

As required under Section 129(3) of the Companies Act, 2013 consolidated Financial Statements together with a statement containing the salient features of the Financial Statements of Maple forms a part of this Annual Report.

Deposits

The Company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013.

Regulatory Orders

There have been no significant and material orders passed by Regulators/Courts/Tribunals impacting the going concern status and Company''s operation in future.

Internal Control Systems

Your Company continues to have an adequate internal audit system carried out by firms of practicing Chartered Accountants who submit Reports upon completion of audit for consideration by the Directors. The details of the Internal Control System and their adequacy are set out in the Management Discussion and Analysis Report forming part of the Board''s Report.

Auditors'' Report

Messrs B M Chatrath & Co., Statutory Auditors have submitted their Report in respect of the financial year 2015-16 under Section 143 of the Companies Act, 2013.

For the year ended 31st March, 2015, the Company was not required under law to have a Cost Audit carried out and accordingly there is no Cost Audit Report for that year.

Secretarial Audit Report

The Secretarial Audit Report given by Mr Salil Banerjee, Company Secretary in Practice is annexed to this Report as Annexure D.

Resume of Performance Rs.13139.70 Lakhs in the previous year ended on 31st March, 2015. The profits of your Company before providing for tax was Rs.613.98 Lakhs as compared to Rs.1129.55 Lakhs in the last financial year ended on 31st March, 2015. There has been substantial rise in cost of producing tea on account of considerable increase in employee benefit expenses at the tea estates as well as that of other inputs. Though the turnover for the year has moved up, the levels of realization have been under pressure which affected the profitability during the year.

Crop

Your Company''s saleable crop was recorded at 7.18 Million Kgs. as compared to the previous year''s production of 6.58 Million Kgs.

Comparative Crop figures during the past five years for its seven tea estates are given below:

Year	Saleable Crop
Ended on	In Million Kgs.
31.3.2016	7.18
31.3.2015	6.58
31.3.2014	7.77
31.3.2013	6.46
31.3.2012	7.51

Sales

Proceeds from sale of tea amounted to Rs.13711.00 Lakhs for the year under review as against Rs.12967.87 Lakhs in the previous year.

Quality

Your Company continues with its policy of manufacture only from its own leaf which coupled with maintaining sound agricultural practices ensure Quality.

Your Directors continue to ensure that teas of your Company are produced in a socially responsible way. All tea estates of your Company continue to be participants of the Ethical Tea Partnership Programme (ETP) of U. K. This is further reaffirmed by all the seven tea estates of your Company having obtained Rainforest Alliance Certification as well as ISO 22000:2005 Certification. Further, your Company''s Integrated Pest Management Policy for agro inputs conforms not only to the Plant Protection Code of the Tea Board of India but also to the stringent conditions of the European Commission of the European Union (EU). Your Company continues with its emphasis on the critical issues of Maximum (Permissible Chemicals) Residue Limits (MRLs).

Exports

Exports for the year was Rs.1673.72 Lakhs against Rs. 746.02 Lakhs for the previous year. Prospects

Though the climatic conditions remains as usual, arbitrary and unpredictable, it is believed that with continued focus on agricultural and other practices in the current year there would be an increase in the Company''s production which together with the Company''s continued efforts to produce quality teas should result in improved performance during the current year.

Shareholders

Your management is of the view that considering the performance for the year, it would be prudent to conserve and use resources in the tea estates for sustainable development. Accordingly, your Directors have considered not to declare any dividend for the year under review.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy:

Your Company as a responsible corporate citizen keeps a continuous watch on the matter of energy consumption and conservation. The expenditure on energy is a major component of the manufacturing cost. Therefore, it is your Company''s Endeavour to regulate consumption of energy whereby costs on this account does not increase unnecessarily. Further, wastage of energy not only contributes to National loss but also has a direct negative impact on the ecology.

Your Directors and Senior Management being sensible to this issue makes efforts to take steps with a view to conserve and reduce consumption of energy by better and judicious use of energy consuming devices. Continuous monitoring leads to reduced power consumption including by replacement of old equipment with newer more energy efficient equipment. Machines are replaced, layouts are changed and other modifications are carried out wherever possible with a view to maximize efficiency and reduce energy consumption.

Your Company in a phased manner replaces incandescent electric bulbs with CFL/LED bulbs to save energy which substantially cuts down on energy consumption.

Your Company has also replaced conventional gas burners with the economic burners along with IPRS (Integrated Pressure Regulating System) to curb excess consumption of gas being used for production in some of the estates in a phased out manner.

Your Management at the Estates are also making all efforts to utilize each machine on optimum capacity which has shown a positive impact in reducing the working hours leading to power saving.

(i) The steps taken by the Company for utilizing alternate sources of energy:

During the year under review no steps have been taken for utilizing alternate sources of energy by your Company.

(ii) The capital investment on energy conservation equipment:

Additional investments and proposals include new and efficient VFBD (Vibro Fluid Bed Drier) and Continuous Fermenting Machine and economic burners along with IPRS for upliftment of production output and to reduce longer operational hours thereby leading to savings in energy consumption and maydays. Keeping in mind efficient energy consumption, your Company works in tandem with the State Electricity Board for up gradation and maintenance of overhead power transmission lines for better availability of Grid Power.

(B) Technology absorption:

(i) The efforts made towards technology absorption;

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

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

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

(iv) The expenditure incurred on Research and Development : Rs.15.15 Lakhs

The Company did not carry out any R & D activities. However, during the year the Company subscribed a sum of Rs.15.15 Lakhs to Tea Research Association (''TRA'') which has been set up for the purpose of carrying out research aimed at improving various aspects of tea plantations who derive benefit from such detailed work carried out by TRa. The expenses for such work are collectively borne by TRA from the contributions made by various tea companies.

(C) Foreign exchange earnings and outgo:

Foreign exchange — Earned (Gross) — Rs.1697.98 Lakhs — Outgo — Rs.25.34 Lakhs

Risk Management

The Company has always been sensible to managing business risks and has in place a Risk Management Policy and Plan towards the same. The Company has constituted a Risk Management Committee, the details of which are set out in the Corporate Governance Report at Annexure H to this Report.

Corporate Social Responsibility

The Corporate Social Responsibility Committee, consists of Mrs Sonia Barman as Chairperson and Mrs Anup Kaur Bindra, Mr Vinay K Goenka and Mr S K Ghosh as Members with President-Legal & Company Secretary as its Secretary. The broad terms of reference of the Corporate Social Responsibility (CSR) Committee are:

— Formulate and recommend to the Board, the CSR Policy

— Recommend the amount of expenditure to be incurred on the activities undertaken

— Monitor the CSR Policy of the Company from time to time

— Review the performance of the Company in the area of CSR including the evaluation of the impact of the Company''s CSR activities

— Review the Company''s disclosure of CSR matters

The CSR Policy and initiatives taken by the Company on Corporate Social Responsibility during the year have been annexed as Annexure E to this Report.

Board Evaluation

The Nomination and Remuneration Committee had approved the Board Evaluation Policy. All the Directors including Independent Directors and the Non-Independent Directors have contributed their inputs in the process of evaluation of the Directors. The Independent Directors and the Nomination and Remuneration Committee Members have reviewed the performance of all the Directors including the Chairman and the Managing Director and thence the performance of the Board as a whole. The Board in turn, with such inputs have carried out annual evaluation of its own performance, its Committees and individual Directors.

Audit Committee

The Audit Committee comprises of three non-executive Independent Directors. Details of the Committee along with their terms of reference, composition, and meetings held during the year, are provided in the report on Corporate Governance in Annexure H to this Report.

Vigil Mechanism Committee

The Company has a Vigil Mechanism for directors and employees to report their genuine concerns which is overseen by the Audit Committee which also acts as the Vigil Mechanism Committee. The Vigil Mechanism provides the Whistle Blower to lodge Protected Disclosure in writing to the Committee in the form of a letter in a closed envelope or by e-mail to the dedicated address; protection to genuine Whistle Blowers would be given against any unfair treatment and any abuse of this protection will attract disciplinary action.

Nomination and Remuneration Committee

The Committee consists of Mr S Bhoopal as Chairman, Mrs Sonia Barman and Mr N Dutta as members; it recommends to the Board the Remuneration Package of Directors and Key Managerial Personnel. Details of the Committee are set out in the Report on Corporate Governance in Annexure H to this Report.

The Nomination and Remuneration Committee has formulated a policy for evaluation of Directors which contains evaluation criteria; such criteria include contributing to, monitoring and reviewing etc. and has acted upon the same.

Stakeholders Relationship Committee

The Committee consists of Mr S Bhoopal as the Chairman and Mrs Anup Kaur Bindra, Mr Vinay K Goenka and Mr S K Ghosh as members. Details of the Committee are provided in the Report on Corporate Governance in Annexure H to this Report.

Details of Directors/Key Managerial Personnel

In accordance with the Articles of Association of the Company, Mr Vinay K Goenka retires by rotation and being eligible has offered himself for re-appointment.

As profits for the year 2015-16 are not adequate to pay the respective contractual remuneration to Mr Vinay K Goenka and Mr S K Ghosh, applications have been made to the Central Government for approval to payment of their respective contractual remuneration for that year; as Mr Ghosh''s present contract is upto 31.3.2017, such application has been made for payment of his contractual remuneration to Mr Ghosh also for the year 2016-17.

Mr Vinay K Goenka, was reappointed as Chairman for a period of three years with effect from 1st April, 2016 subject to approval of the shareholders and the Central Government, as may be required.

Personnel

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of Directors and employees are set out in Annexure F to this Report.

Your Company continues with its focus on the welfare of its workers who form its major asset. In addition to the continuing implementation of three-year Wage Agreement for the tea estate workers, two other industry-wide settlements on restructuring of promotions of staff and on new pay scales for subordinate staff for tea estates were concluded and duly implemented during the year under review.

Industrial Relations remained cordial throughout the year and your Board of Directors wish to place on record its sincere appreciation for the services rendered by the executives, staff and workers at all levels and for the smooth functioning of all estates. All estates of your Company are certified under the Rainforest Alliance thereby showing firm commitment towards sustainability as well as workers'' health, hygiene and safety. It is your Company''s Endeavour to provide safe, healthy and sustainable work environment in all the estates.

The Company has always believed in a policy against sexual harassment which has also found its place in the governing Codes of Conduct and Ethics applicable to its employees which includes a mechanism to redress such complaints. During the year under review there were no complaints of sexual harassment at any of the units.

Corporate Governance

In compliance with the disclosures required under the said Regulation 27 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ,a Management Discussion and Analysis Report is provided in Annexure G.

The Report on Corporate Governance as required under the aforesaid Clause is also provided in Annexure H to this Report, together with the Declaration affirming compliance with the Code of Conduct of the Company and Auditors'' Certificate on compliance with the conditions of Corporate Governance.

Auditors

The re-appointment of Messrs B M Chatrath & Co., Chartered Accountants, Statutory Auditors of the Company was approved by the Members at the thirty-seventh Annual General Meeting held on 10th September, 2014 to hold office till the conclusion of the forty-second Annual General Meeting. The same is being placed for ratification by the Members at the ensuing thirty-ninth Annual General Meeting as required by the Companies Act, 2013. Messrs Shome & Banerjee, Cost Accountants have been appointed for audit of Cost Accounts maintained by the Company for the year ending 31st March, 2017 and their remuneration is being placed for approval of the Shareholders at the forthcoming Annual General Meeting.

Kolkata Vinay K. Goenka

26th May, 2016 Chairman

---

Mar 31, 2015

Dear Members,

Directors' Responsibility Statement

The Directors' Responsibility Statement in terms of Section 134(5) of the Companies Act, 2013 forms part of the Directors' Report.

Independent Directors

All Independent Directors have given requisite declarations in terms of Section 149(6) of the Companies Act, 2013.

Particulars of loans, guarantees and investments

The Company has not given any guarantee and the details of loans and investments made by the Company are given in the relevant Notes to the Financial Statements.

Subsidiaries, Joint Ventures and Associate Companies

No companies became/ceased to be subsidiaries, joint ventures and associate companies during the year.

State of the Company's Affairs

Current Year Previous Year (Rs.in Lakhs) (Rs.in Lakhs)

Profit before Depreciation and Tax 1629.44 3202.05

Less: Depreciation and Amortization 499.89 494.50

Profit before Tax 1129.55 2707.55

Tax Expense

Current Tax (Net of adjustment of excess (225.00) 725.00 provision of erlier years- rs 610.00

Previous Year - Nil)

Deferred Tax 104.75 (42.16)

Profit for the year 1249.81 2024.71

Balance brought forward from Previous Year 5748.79 3724.08

Balance carried to Balance Sheet 6998.60 574879

Major accounting policies as considered in the Notes to the Financial Statements in conformity with the Accounting Standards have been followed as usual. Following the decision of the Hon'ble Gauhati High Court, unpaid disputed Agricultural Income Tax dues of Rs. 4854.32 Lakhs (subsequently reduced to Rs. 4169.32 Lakhs) no longer remain payable by the Company. Pursuant to a Scheme of Arrangement approved by the Hon'ble Gauhati High Court, the name of the Company is proposed to be changed.

Deposits

The Company has not accepted any deposits.

Regulatory Orders

There have been no significant and material orders passed by Regulators/Courts/Tribunals impacting the going concern status and Company's operations in future.

Internal Control Systems

The Company continues to have adequate internal audit system. Details of Internal Control Systems and their adequacy are set out in Annexure G to the Directors' Report.

Auditors' Report

Messrs B M Chatrath & Co. Statutory Auditors have submitted their Report in terms of Section 143 of the Companies Act, 2013.

For the year ended 31st March, 2014, the Cost Audit Report have been duly submitted by the Cost Auditors to the appropriate authorities. For the year ended 31st March, 2015, the Company was not required to have a Cost Audit carried out.

Resume of Performance

Current Year Previous Year (Rs. in Lakhs) (Rs. in Lakhs)

Total Income 13139.70 14193.14

Profits 1129.55 2707.55

Sales 12967.87 13903.30

Exports 746.02 679.57

(Million Kgs.) (Million Kgs.)

Crop 6.58 7.77

New Business

During the year under review your Company decided to explore real estate business and has initiated steps to that end.

Prospects

It is expected that there would be an increase in production which together with the Company's efforts to produce quality teas should result in improved performance.

Shareholders

It has been considered prudent to plough back resources in its tea estates for sustainable development, improvement and growth in view of which Directors have considered not to declare any dividend for the year.

Conservation of Energy, Technology Absorption,

Foreign Exchange Earnings and Outgo

The details of Conservation of Energy and Technology Absorption have been set out in the Directors'Report. Foreign exchange earned was Rs. 745.27 Lakhs and Outgo was Rs. 24.51 Lakhs.

Risk Management

The Risk Management Policy and Plan towards managing business risks is in place. A Risk Management Committee has been constituted.

Corporate Social Responsibility (CSR)

CSR Committee has been constituted during the year. The broad terms of reference of the CSR Committee is set out in the Directors' Report. The Company's CSR Policy and the initiatives taken by it are provided in Annexure E to the Directors' Report.

Board Evaluation

Individual Directors including Independent Directors and Non-Independent Directors, Nomination and Remuneration Committee and the Board have been involved in the process of annual evaluation of Independent Directors, the Committee and of the Board.

Audit Committee

Details relating to the Audit Committee alongwith their terms of reference, composition and meetings held during the year are provided in Annexure H to the Directors' Report.

Vigil Mechanism Committee

A Vigil Mechanism for Directors and Employees has been put in place.

Nomination and Remuneration Committee

Details relating to the Committee include composition, remuneration recommendations and policy for evaluation of Directors are provided in Annexure H to the Directors' Report.

Stakeholders Relationship Committee

Details include composition, compliance of share transfer formalities and status of investors' complaints are provided in Annexure H to the Directors' Report.

Details of Directors/Key Managerial Personnel

i) Mr S K Ghosh retires by rotation and offers himself for reappointment.

ii) Mr N G Khaitan resigned as Director.

iii) Mrs Sonia Barman appointed as Additional Director. Shareholders approval has been sought for her appointment as Independent Director for five years.

iv) Mr S K Mukhopadhyay has been appointed as Chief Financial Officer.

Personnel

The Company has always been sensible to the welfare and well being of the employees. It endevours to provide safe, healthy and sustainable work environment in all the tea estates. The Company has always believed in a policy against sexual harassment which has also found its place in the governing Codes of Conduct and Ethics applicable to its employees which includes a mechanism to redress such complaints. During the year under review there were no complaints of sexual harassment at any of the units except for one case of allegation in one tea estate which ultimately transpired to be unfounded.

Auditors

Reappointment of Messrs B M Chatrath & Co., Chartered Accountants as Statutory Auditors of the Company was approved by the Members at the Thirty-seventh Annual General Meeting to hold office till the conclusion of the Forty-second Annual General Meeting. The same is being placed for ratification by the Members at the ensuing Thirty-eighth Annual General Meeting.

Messrs Shome & Banerjee, Cost Accountants have been appointed for audit of Cost Accounts in respect of tea for the year ending 31st March, 2016; their remuneration is being placed for approval of the Members at the ensuing Annual General Meeting.

Annexures

The following have been annexed to the Directors' Report:

i) Extract of the Annual Return — AnnexureA

ii) Nomination and Remuneration Policy — Annexure B

iii) Related Party Contracts — Annexure C

iv) Secretarial Audit Report — Annexure D

v) Corporate Social Responsibility Matters — Annexure E

vi) Particulars of Directors and Employees — Annexure F

vii) Management Discussion and Analysis Report — Annexure G

viii) Corporate Governance Report — Annexure H

Kolkata Vinay K Goenka 29th May, 2015 Chairman

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Thirty-seventh Annual Report to the Members together with the Audited Accounts for the year ended 31st March, 2014 :

FINANCIAL RESULTS Current Year Previous Year (Rs inlakhs) (Rs inlakhs)

Profit before Depreciation and Tax 3202.05 2377.27

Less: Depreciation and Amortisation 494.50 496.73

Profit before Tax 2707.55 1880.54 Tax Expense

Current Tax 725.00 360.00

Deferred Tax (42.16) 147.06

Profit for the Year 2024.71 1373.48

Balance brought forward from Previous Year 3724.08 7149.54

5748.79 8523.02 Less :Transferred in terms of

SchemeofArrangement - 4798.94

Balance carriedtoBalance Sheet 5748.79 3724.08

SCHEME OF ARRANGEMENT

The Scheme of Arrangement for demerger of seven tea estates of your Company to James Warren Tea Limited was effected on 9th January, 2014, with retrospective effect from 1st April, 2011. Effect of the said Scheme of Arrangement have already been given in the Accounts for the year ended 31st March, 2013.

AUDITORS'' REPORT

Messrs B. M. Chatrath & Co., Statutory Auditors have submitted their Report in respect of the financial year 2013-14 under Section 227 of the Companies Act, 1956 and the Companies Act, 2013 to the extent applicable.

For the year ended 31st March, 2013 the Cost Audit had been completed by Messrs Shome and Banerjee, Cost Accountants. The Cost Audit Report had been submitted by the Cost Auditors to the appropriate Authorities on 27th March, 2014 , within the date of submission extended by the Hon''ble Calcutta High Court.

ACCOUNTING POLICIES AND PROCEDURES

The major accounting policies as narrated in the Notes to the Financial Statements in Note 24 in conformity with the Accounting Standards which have been specified in the Companies Act, 1956 and the Companies Act, 2013 to the extent applicable and the Rules framed thereunder as applicable to the Company have been followed as usual in course of preparing and presenting these Accounts.

Directors'' Report (Continued)

Your Company continues to have an adequate internal audit system carried out by firms of practising Chartered Accountants who submit their Reports upon completion of audit for consideration by the Directors.

RESUMÉ OF PERFORMANCE

Your Company achieved a total revenue of Rs. 14193.14 Lakhs this financial year as against Rs. 12182.82 Lakhs for the previous year ended on 31st March, 2013. The profits of your Company before providing for tax was Rs. 2707.55 Lakhs as compared to Rs. 1880.54 Lakhs in the last financial year ended on 31st March, 2013. The improvement in performance is on account of both increased production as well as better realizations.

Crop

Your Company''s saleable crop was recorded at 7.77 Million Kgs. as compared to the previous year''s production of 6.46 Million Kgs.

Comparative Crop figures during the past five years for its seven tea estates are given below :

Year Saleable Crop Endedon InMillion Kgs.

31.3.2014 7.77

31.3.2013 6.46

31.3.2012 7.51

31.3.2011 7.05

31.3.2010 7.22

Sales

Proceeds from sale of tea amounted to Rs. 13903.30 Lakhs for the year under review as against Rs. 11854.90 Lakhs in the previous year.

Quality

Your Company continues in its focus in the production of its own leaf to ensure Quality product. The manufacture of Quality teas has been maintained through implementation of best suited agricultural practices.

Your Directors continue to recognise the attributes of Tea as a Health Drink. All Tea Estates of your Company continue to be participants of the Ethical Tea Partnership Programme ( ETP) of U.K., with a view to provide reassurance that teas of your Company are produced in a socially responsible way. Your Company also continues to lay emphasis on the critical issues of Maximum (Permissible Chemicals) Residue Limits (MRLs) and ensures compliance with stringent international as well as Indian norms at all its estates.

Directors'' Report (Continued)

Exports

Exports for the year was Rs. 679.57 Lakhs as against Rs. 374.55 Lakhs for the previous year.

Employees'' Welfare

The Company continued in its emphasis to maintain and promote various welfare measures at the plantations .The Company envisions human resource development as integral to its long term sustainability and success, to which end it continues its efforts for human resource development for employees at various levels. Welfare Week Programmes continued to be carried out in all the Company''s tea estates as part of its efforts to improve the quality of life of the Company''s most valuable assets i.e. its employees and their families.

Personnel

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

Industrial relations with employees remained cordial and satisfactory during the year under review. Your Directors are happy to place on record their sincere appreciation to all employees for their unstinted efforts and contribution.

Prospects

In spite of unfavourable weather conditions in the beginning of the current year impacting production, your Company''s teas continue to receive remunerative prices on account of consistent Quality which with likely improvement in weather conditions is expected to result in improved performance again this year.

SHAREHOLDERS

With a view to continuing investment in its estates for sustainable development and improvement and with an eye on consolidation, your Directors have considered not to declare any dividend for the year under review.

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are given in Annexure ''A''.

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

Conservation of Energy

Information pertaining to conservation of energy as required under Section 217(1)(e) of the

Directors'' Report (Continued)

Companies Act, 1956, including Form A specified under the above Rules, is given in Annexure ''B''.

Technology Absorption

Information pertaining to technology absorption in Form B specified under the above Rules is also given in Annexure ''B''.

Foreign Exchange Earning & Outgo

Activities relating to exports : The Company continues to pursue its activities in exporting teas to UK, Germany, Netherlands, U.S.A, Pakistan and the Middle East.

Initiatives taken to increase exports : Your Company continues with its focus on quality in its endeavour to cater to quality conscious markets for its teas.

Your Company''s Integrated Management Policy relating to pesticides, fertilizers and other agro inputs in conformity with both domestic and global norms continues as before.

All estates of your Company continue to be participants of the Ethical Tea Partnership Programme of U.K.

Development of new export markets for products and services: Your Company has initiated steps to explore new markets in addition to developing existing ones.

Export plans : Your Company continues in its efforts with a view to increasing its exports to existing buyer countries as well as to explore new countries where exports could be effected in future.

Total Foreign Exchange - Earned (Gross) : Rs. 715.88 Lakhs

- Used : Rs.15.01 Lakhs

CORPORATE GOVERNANCE

In compliance with the disclosures required under the said Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is provided in Annexure ''C''.

The Report on Corporate Governance as required under the aforesaid Clause is also provided in Annexure ''D'' to this Report, together with the Declaration affirming compliance with the Code of Conduct of the Company and Auditors'' Certificate on compliance with the conditions of Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

(Pursuant to Section 217 (2AA) of the Companies Act, 1956)

Your Directors confirm that the items of Directors'' Responsibility Statement given below have long been practised in course of running of the Company. However, as a means of adequate compliance of the statutory requirements the Directors re-assert that :

Directors'' Report (Continued)

(i) The Accounting Standards as applicable to your Company and corroborated by the Companies Act, 1956 and the Companies Act, 2013 to the extent applicable have been followed in course of preparation of the Annual Accounts for the year ended 31st March, 2014 and there has been no material departure to warrant further explanation.

(ii) In keeping with the Company''s practices, accounting policies have been followed in course of the Annual Accounts for the year ended 31st March, 2014, so as to exhibit a true and fair view of the state of affairs of the Company and of the profit for that period as have also been certified by the Statutory Auditors of the Company.

(iii) The Statutory Auditors'' Report does confirm in regard to adequate controls and internal audit systems being followed by the Company in course of running its affairs as also for maintenance of its assets. Your Directors take every caution to relate such control measures to the benefit of the Company and with a view to prevent any fraud or irregularities to creep in.

(iv) The Annual Accounts of the Company for the year ended 31st March, 2014 have been prepared on a going concern basis as hitherto.

COMMITTEES

Corporate Social Responsibility Committee

During the year a Corporate Social Responsibility Committee was constituted consisting of Mr. S. Bhoopal as Chairman and Mr. N. Dutta, Mr. Vinay K. Goenka and Mr. S. K. Ghosh as Members for the purpose of, inter alia, formulating the Corporate Social Responsibility Policy indicating the activities to be undertaken by your Company, recommend the amount of expenditure to be incurred on such activities and monitoring the Corporate Responsibility Policy of your Company from time to time in line with the Companies Act, 2013.

Nomination and Remuneration Committee

The Remuneration Committee was reconstituted as Nomination and Remuneration Committee to carry out the additional requirements as required in terms of Section 178 of the Companies Act, 2013.

Stakeholders'' Relationship Committee

The Shareholders'' Grievance and Share Transfer Committee was reconstituted as Stakeholders'' Relationship Committee in line with the requirements of Companies Act, 2013.

Audit Committee

The Terms of Reference of the Audit Committee was enlarged in line with Section 177 of the Companies Act, 2013 and also to include Vigil Mechanism as contemplated under that Act.

Directors'' Report (Continued)

DIRECTORATE

In accordance with the Articles of Association of the Company Mr. Vinay K. Goenka retires by rotation and being eligible has offered himself for reappointment.

Mrs. Anup Kaur Bindra and Mr. Lalit Halwasiya were appointed as Additional Directors with effect from 29th May, 2014. They vacate office at the forthcoming Annual General Meeting or the last date on which the Annual General Meeting should be held whichever is earlier. Necessary notices have been received from a Member of the Company under Section 160 of the Companies Act, 2013 signifying his intention to propose the appointments of Mrs. Bindra and Mr. Halwasiya as Directors of the Company. As Mrs. Bindra and Mr. Halwasiya are Independent Directors, approval of the shareholders is also being sought for their appointment for a period of five years. Mr. C. K. Dhanuka and Mr. D. P. Jindal resigned as Directors with effect from 29th May, 2014. The Directors place on record their appreciation for the services rendered by them during their tenure as Directors. Mr. Vinay K. Goenka was redesignated Chairman of your Company subject to approval of the shareholders with effect from 29th May, 2014.

Mr. N. G. Khaitan, Mr. S. Bhoopal and Mr. N. Dutta are Independent Directors, and necessary approvals by the shareholders at the forthcoming Annual General Meeting are being sought for their continuance as Independent Directors for a period of five years upto 31st March, 2019 in consonance with the Companies Act, 2013.

AUDITORS

Messrs B. M. Chatrath & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for reappointment.

During the year under review Messrs Shome & Banerjee, Cost Accountants were re-appointed with the approval of the Central Government for audit of Cost Accounts maintained by the Company in respect of Plantation Products for the year ended 31st March, 2014.

Vinay K. Goenka Chairman

Kolkata 29th May, 2014

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Mar 31, 2012

The Directors have pleasure in presenting their Thirty-fifth Annual Report to the Members together with the Audited Accounts for the year ended 31st March, 2012 :

FINANCIAL RESULTS

Current Year Previous Year (Rs. in lakhs) (Rs. in lakhs)

Profit before Depreciation and Taxation 1875.99 4110.48

Less: Depreciation and Amortisation 954.13 933.27

Profit before Taxation 921.86 3177.21

Provision/(Credit) for Corporate Taxation

Current Tax 625.52 1150.64

Deferred Tax (332.24) (35.18)

Profit for the period from Continuing Operations 628.58 2061.75

Loss from Discontinuing Operations (47.84) (1.98)

Tax Expense of Discontinuing Operations (15.52) (0.64)

Loss from Discontinuing Operations (After Tax) (32.32) (1.34)

Profit for the Year 596.26 2060.41

Balance brought forward from Previous Year 6553.28 4492.87

Balance carried to Balance Sheet 7149.54 6553.28

AUDITORS'' REPORT

During the year under review, Messrs B. M. Chatrath & Co. along with Messrs Singhi & Co. have been appointed by the Members of the Company as Joint Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of Messrs Price Waterhouse in respect of the financial year 2011-12. The Joint Statutory Auditors have submitted their Report under Section 227 of the Companies Act, 1956 and the comments made by them in their Report have been adequately dealt with in the relative Notes to the Financial Statements which are self explanatory.

For the year ended 31st March, 2011 the Cost Audit in respect of the Company''s Tea operations had been completed by Messrs Shome and Banerjee, Cost Accountants. The Cost Audit Report had been submitted by the Cost Auditors to the appropriate Authorities on 26.09.2011, the due date of submission of which had been 27.09.2011.

ACCOUNTING POLICIES AND PROCEDURES

The major accounting policies as narrated in the Notes to the Financial Statements in Note 25 in conformity with the Accounting Standards which have been specified in the Companies Act, 1956 and the Rules framed thereunder as applicable to the Company have been followed as usual in course of preparing and presenting these Accounts.

Your Company continues to have an adequate internal audit system carried out by external firms of Chartered Accountants who submit their Reports upon completion of Audit for consideration by the Directors.

RESUME OF PERFORMANCE

Your Company achived total income of Rs. 21566.68 Lakhs this financial year as againstRs. 21236.87 Lakhs for the previous year ended on 31st March, 2011. The profits of your Comapny before providing for tax was Rs. 921.86 Lakhs as compared to the Rs. 3177.21 Lakhs in the last financial year ended on 31st March, 2011.

The Company''s operating businesses are organized and managed separately according to the nature of products and services. The Company had a separate smaller business segment denoted as Warren Travels, which has been closed down for commercial considerations with effect from close of business hours of 31st March, 2012, earned an income of Rs. 63.43 Lakhs during the year.

Crop

Your Company''s saleable crop was recorded at 14.71 Million Kgs. as compared to the previous year''s production of 14.27 Million Kgs.

Comparative Crop figures during the past five years are given below :

Year Saleable Crop Ended on In Million Kgs.

31.3.2012 14.71

31.3.2011 14.27

31.3.2010 14.10

31.3.2009 14.70

31.3.2008 14.32

Sales

Proceeds from sale of tea amounted to Rs. 20927.80 Lakhs for the year under review as against Rs. 20837.01 Lakhs in the previous year.

Quality

Your Company continues in its focus in the production of its own crop to ensure Quality product. The manufacture of quality teas has been maintained through implementation of best suited agricultural practices.

Your Directors continue to recognise the attributes of Tea as a Health Drink. All fourteen Tea Estates of your Company continue to be HACCP (Hazard Analysis of Critical Control Points) certified as well as being participants of the ETP ( Ethical Tea Partnership) Programme. Your Company also continues to lay emphasis on the critical issues of Maximum (Permissible Chemicals) Residue Limits (MRLs) and ensures compliance with stringent international as well as Indian standards at all its estates.

Exports

Your Directors are pleased to report that the exports for the year both in terms of quantity and value have been higher than that of the previous year.

Employees'' Welfare

The Company continued in its efforts to maintain and promote various welfare measure especially at the plantations. The Company envisions human resource development as integral to its long term sustainability and success, to which end it continues its efforts for human resource development for employees at various levels. Welfare Week Programmes continued to be carried out in all the Company''s tea estates as part of its efforts to improve the quality of life of the Company''s most valuable assets i.e. its employees and their families.

Personnel

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

Industrial relations with employees remained cordial and satisfactory during the year under review, in Assam and Kolkata. Your Directors are happy to place on record their sincere appreciation to all employees for their unstinted efforts and contribution.

Legal proceedings

During the year a suit had been filed by certain parties in the Hon''ble High Court at Calcutta against the Company and others claiming reliefs detailed therein. Some of these complainants as well as others also initiated proceedings before the Hon''ble Company Law Board, Kolkata Bench against the Company and/ or others. However, most of these proceedings have since been withdrawn.

Scheme of Arrangement

During the year the Board of Directors had approved in principle the demerger of Balijan (H), Deamoolie, Dhoedaam, Rajah Alli, Tippuk, Thowra & Zaloni tea estates of the Company to another company. Subsequent to the year end, the Board approved the draft Scheme of Arrangement for the aforesaid demerger between the Company and Dashabhooja Mercantile & Tourism Private Limited and their respective shareholders and necessary steps for the same have subsequently been underway.

Prospects

During the current year your Company''s teas have received favourable prices but the substantial shortfall in the volume of green leaf cultivated would naturally affect performance adversely. Such shortfall, which is prevalent across most of the country, can only be attributed to vagaries of climatic conditions upon which the agro industry is essentially dependent.

SHAREHOLDERS

With a view to continuing investment in its estates for sustainable development and improvement and also with an eye to substantial reduced output in the current year, your Directors have considered it prudent not to declare any dividend for the year under review.

ISSUE OF BONUS SHARES AND ALLIED MATTERS

With a view to complying with the requirements of Clause 40A of the Listing Agreement with the Stock Exchanges to raise public shareholding of the Company to not less than 25%, your Directors have recomended issue of bonus shares only to the public shareholders in the ratio of Seven Equity Shares for every Ten Equity Shares of the Company. Necessary steps are being taken to give effect to the same, including obtaining approval of the Shareholders as also for amendment of the Articles of Association of the Company.

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are annexed.

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

Conservation of Energy

Information pertaining to conservation of energy as required under Section 217(1)(e) of the Companies Act, 1956, including Form A specified under the above Rules, is given in Annexure ''A''.

Technology Absorption

Information pertaining to technology absorption in Form B specified under the above Rules is also given in Annexure ''A''.

Foreign Exchange Earning & Outgo

Activities relating to exports : The Company continues to pursue its activities in exporting teas to UK, Germany, Netherlands, U.S.A, Pakistan and the Middle East.

Initiatives taken to increase exports : Your Company continues with its focus on quality in its endeavour to cater to quality conscious markets for CTC teas.

Your Company''s Integrated Management Policy relating to pesticides, fertilizers and other agro inputs in conformity with both domestic and global norms continues as before.

All fourteen estates of your Company continue to be HACCP certified as well as being participants of the Ethical Tea Partnership Programme.

Development of new export markets for products and services: Your Company has initiated steps to explore new markets in addition to developing existing ones.

Export plans: Your Company continues in its efforts with a view to increasing its exports to existing buyer countries as well as to explore new countries where exports could be effected in future.

Total Foreign Exchange

— Earned (Gross): Rs. 1045.10 Lakhs

— Used : Rs. 21.64 Lakhs

CORPORATE GOVERNANCE

In compliance with the disclosures required under the said Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is provided in Annexure ''B''.

The Report on Corporate Governance as required under the aforesaid Clause is also provided in Annexure ''C'' to this Report, together with the Declaration affirming compliance with the Code of Conduct of the Company and Auditors'' Certificate on Compliance with the conditions of Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

(Pursuant to Section 217 (2AA) of the Companies Act, 1956)

Your Directors confirm that the items of Directors'' Responsibility Statement given below have long been practised in course of running of the Company. However, as a means of adequate compliance of the statutory requirements the Directors re-assert that:

(i) The Accounting Standards as applicable to your Company and corroborated by the Companies Act, 1956 have been followed in course of preparation of the Annual Accounts for the year ended 31st March, 2012 and there has been no material departure to warrant further explanation.

(ii) In keeping with the Company''s practices, accounting policies have been followed in course of the Annual Accounts for the year ended 31st March, 2012, so as to exhibit a true and fair view of the state of affairs of the Company and of the profit for that period as have also been certified by the Statutory Auditors of the Company.

(iii) The Statutory Auditors'' Report does confirm in regard to adequate controls and internal audit systems being followed by the Company in course of running its affairs as also for maintenance of its assets. Your Directors take every caution to relate such control measures to the benefit of the Company and with a view to prevent any fraud or irregularities to creep in.

(iv) The Annual Accounts of the Company for the year ended 31st March, 2012 have been prepared on a going concern basis as hitherto.

DIRECTORATE

During the year under review Mr. S. Agarwalla, Mr. M. M. Burman, Mr. G. Goenka and Mr. N. K. Sharma were appointed as Additional Directors with effect from 9th September, 2011 all of whom resigned with effect from 16th February, 2012. Mr. R. Agarwalla who was appointed as Additional Director with effect from 16th February, 2012 resigned with effect from 16th March, 2012. Mr. R. Kidwai who was appointed as Joint Managing Director with effect from 16th March, 2012 resigned with effect from 30th November, 2012. Mr. P. K. Bose and Dr. S. Sarma also resigned as Directors of the Company with effect from 16th February, 2012. Your Directors place on record their appreciation for the services rendered by each of the aforesaid persons during their tenure as Directors of the Company.

Mr. C. K. Dhanuka, Mr. P. K. Khaitan, Mr. Akhil Kumar Ruia and Mr. Ankit Govind Ruia were appointed as Additional Directors with effect from 16th February, 2012. Mr. C. K. Dhanuka was appointed as Chairman and Mr. P. K. Khaitan was appointed as Vice Chairman pursuant to the Articles of Association of the Company. All of them vacate office at the forthcoming Annual General Meeting and necessary Notices have been received from certain members under Section 257 of the Companies Act, 1956 signifying their intention to propose the appointments of Mr. C. K. Dhanuka, Mr. P. K. Khaitan, Mr. Akhil Kumar Ruia and Mr. Ankit Govind Ruia as Directors of the Company.

Mr. G. S. Sodhi was appointed as an Additional Director of the Company with effect from 30th November, 2012. He vacates office at the forthcoming Annual General Meeting and necessary Notice has been received from a certain member under Section 257 of the Companies Act, 1956 signifying his intention to propose the appointment of Mr. G. S. Sodhi as a Director of the Company.

In accordance with the Articles of Association of the Company Mr. S. K. Ghosh retires by rotation and being eligible has offered himself for reappointment.

The approval of the Members is being sought at the forthcoming Annual General Meeting for the appointment and remuneration payable to Mr. R. Kidwai as Joint Managing Director from 16th March, 2012 to 30th November, 2012.

Mr. Akhil Kumar Ruia and Mr. Ankit Govind Ruia were also appointed as Whole-time Directors of the Company for a period of one year with effect from 7th August, 2012 subject to approval of the Central Government. Approval of the Members is being sought at the forthcoming Annual General Meeting for the appointments and remuneration payable to Mr. Akhil Kumar Ruia and Mr. Ankit Govind Ruia.

Mr. G. S. Sodhi was appointed as Joint Managing Director of the Company for the period of one year with effect from 30th November, 2012. The approval of the Members is being sought at the forthcoming Annual General Meeting for the appointment and remuneration payable to Mr. G. S. Sodhi as Joint Managing Director.

Consequent on changes on the Board, membership of various Committees also underwent changes as follows :

With effect from 16th February, 2012 the Audit Committee was reconstituted with Mr. C. K. Dhanuka as Chairman and Mr. S. Bhoopal and Mr. R. Agarwalla as Members. Consequent on resignation of Mr. R. Agarwalla as a Director of the Company, his place was taken by Mr. R. Kidwai in the Audit Committee with effect from 16th March, 2012. Consequent on Mr. Kidwai''s resignation as a Director of the Company, his place in the Audit Committee was taken by Mr G. S. Sodhi with effect from 30th November, 2012.

The Remuneration Committee was reconstituted with Mr. C. K. Dhanuka as Chairman and Mr. S. Bhoopal and Mr. Ankit Govind Ruia as Members with effect from 6th March, 2012.

The Shareholders'' Grievance and Share Transfer Committee was reconstituted with Mr. C. K. Dhanuka as Chairman and Mr.S.Bhoopal and Mr. Akhil Kumar Ruia as Members with effect from 6th March, 2012.

AUDITORS

During the year under review, Messrs B. M. Chatrath & Co., Chartered Accountants and Messrs Singhi &Co., Chartered Accountants have been appointed as Joint Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of Messrs Price Waterhouse in respect of the financial year 2011-12 to hold office until the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

During the year under review Messrs Shome & Banerjee, Cost Accountants were re-appointed with the approval of the Central Government for audit of Cost Accounts maintained by the Company in respect of Plantation Products for the year ended 31st March, 2012.

Kolkata S. K. Ghosh G. S. Sodhi

30th January, 2013 Managing Director Jt. Managing Director

---

Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting their Thirty-fourth Annual Report to the Members together with the Audited Accounts for the year ended 31st March, 2011 :

FINANCIAL RESULTS

Current Year Previous Year (Rs.in000's) (Rs. in 000's)

Profit before Depreciation and Taxation 410998 429823

Less: Depreciation and Amortisation 93475 88301

Profit before Taxation 317523 341522

Provision/(Credit) for Corporate Taxation

Current Tax 115000 120000

Deferred Tax (3518) (1225)

Profit after Taxation 206041 222747

Balance brought forward from Previous Year 449287 226540

Balance carried to Balance Sheet 655328 449287

AUDITORS' REPORT

The Branch Auditors of the Company, Messrs B. M. Chatrath & Co., in respect of Travels Division, have submitted their Audit Report to the Statutory Auditors, Messrs Price Waterhouse who have submitted their Report under Section 227 of the Companies Act, 1956 and the comments made by the Auditors in their Report have been adequately dealt with in the relative Notes on Accounts which are self explanatory.

For the year ended 31st March 2010 the Cost Audit in respect of its Tea operations had been completed by Messrs. Shome and Banerjee, Cost Accountants. The Cost Audit Report had been submitted by the Cost Auditors to the appropriate Authorities on 22.09.2010, the due date of submission of which had been 27.09.2010.

ACCOUNTING POLICIES AND PROCEDURES

The major accounting policies as narrated in the Notes on Accounts in Schedule 18 in conformity with the Accounting Standards which have been specified in the Companies Act, 1956 and the Rules framed thereunder as applicable to the Company have been followed as usual in course of preparing and presenting these Accounts.

Your Company continues to have an adequate internal audit system carried out by external firms of Chartered Accountants who submit their Reports upon completion of Audit for consideration by the Directors.

RESUMÉ OF PERFORMANCE

Your Directors are pleased to report satisfactory performance of the Company for yet another year. The total income of the Company has increased to Rs.213.03 Crores from that of Rs.202.68 Crores of the previous year. Such increase has been primarily for increase in realisations, both domestic as well as overseas. Your Company's emphasis on quality continued to attract better prices for its produce. However, increasing rise in input costs has had its effect on profitability.

The Company's operating businesses are organized and managed separately according to the nature of products and services. The Company has a separate smaller business segment denoted as Warren Travels, which earned an income of Rs.0.74 Crores during the year .

Crop

Your Company's saleable crop was recorded at 14.27 Million Kgs. as compared to the previous year's production of 14.10 Million Kgs.

Comparative Crop figures during the past five years are given below :

Year Saleable Crop Endedon InMillion Kgs.

31.3.2011 14.27

31.3.2010 14.10

31.3.2009 14.70

31.3.2008 14.32

31.3.2007 15.17

Sales

Proceeds from sale of tea amounted to Rs. 208.37 Crores for the year under review as against Rs.198.74 Crores in the previous year.

Quality

Your Company continues in its emphasis on the production of its own crop only, with focus on quality. This policy has again benefited your Company to fetch relatively attractive prices both in the domestic and foreign markets. The manufacture of quality teas has been maintained through implementation of best suited agricultural practices.

Your Directors continue to recognise the attributes of Tea as a Health Drink. All fourteen Tea Estates of your Company continue to be HACCP (Hazard Analysis of Critical Control Points) certified as well as being participants of the ETP ( Ethical Tea Partnership) Programme. Your Company also continues to lay emphasis on the critical issues of Maximum (Permissible Chemicals) Residue Limits (MRLs) and ensures compliance with stringent international as well as Indian standards at all its estates.

Exports

The Company's exports for the year were less than that of the previous year which was on account of substantial shortfall in crop during quality production months stemming from excessive rain and pest attacks.

Employees' Welfare

Your Company has always espoused the principles which encompass welfare, health and safety of the employees at all levels. Employees' health and well-being continue to be priority areas. The infrastructure in the areas of welfare schemes, health, hygiene, education and water supply is being further upgraded. Your Company has continued with its programmes for overall development in the fields of education, culture and welfare activities and to improve the general standard of living in and around the tea estates of the Company . Welfare Week Programmes continued to be carried out in all the Company's tea estates as part of its efforts to improve the quality of life of the Company's most valuable assets i.e. its employees and their families.

Personnel

The strength of your Company lies in its team of competent and motivated personnel. This has made possible for your Company to sustain and develop in all areas of its functioning . Industrial relations with employees remained cordial and satisfactory during the year under review, at all levels in Assam and Kolkata. The employees have from time to time taken up the challenge to improve upon the performance through efficiency, productivity and economy . Your Directors are happy to place on record their sincere appreciation to all employees for their unstinted efforts and contribution.

Approval of Shareholders in terms of Section 314 of the Companies Act, 1956 is being sought at the ensuing Annual General Meeting for increase of remuneration of Mr Vivek Goenka, Executive Director, son of Mr Vinay K.Goenka, Executive Chairman of the Company.

Prospects

Your Company's focus is on long term sustainability and improvement, particularly in the plantation operations keeping in mind its need to improve on yields and productivity in its estates.

Your Company is cautiously optimistic about the tea market in the coming year; it stands at a favourable juncture for enhanced profitability in the coming years with its factories producing quality teas. However, this needs to be viewed against the backdrop of steady escalation in the cost of major inputs including employee related expenses and subject always to the effects of vagaries of nature in an agro industry.

SHAREHOLDERS

Your Company needs to carry on with its programme of continuing investment in its estates with an eye on sustainable development and improvement. Thus, keeping the long term welfare of your Company and its Shareholders in mind , your Directors have considered it prudent to conserve benefits this year also and therefore in spite of having earned profits in the year under review, it has been considered judicious by your Directors not to recommend a dividend for the year.

During the year under review, pursuant to a restructuring exercise carried out under the relevant laws of the United Kingdom, Warren Tea Holdings Limited ceased to be the Company's holding company consequent upon the shares held by it in the Company having stood transferred to other entities.

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are annexed.

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

Conservation of Energy

Information pertaining to conservation of energy as required under Section 217(1)(e) of the Companies Act, 1956, including Form A specified under the above Rules, is given in Annexure 'A'.

Technology Absorption

Information pertaining to technology absorption in Form B specified under the above Rules is also given in Annexure 'A'.

Foreign Exchange Earning & Outgo

Activities relating to exports : The Company continues to pursue its activities in exporting teas to UK, Germany, Netherlands, U.S.A, Pakistan, and the Middle East and new customers has been added to the existing overseas buyers portfolio during the year under review.

Initiatives taken to increase exports : Your Company continues with its focus on quality in its endeavour to cater to quality conscious markets for both Orthodox and CTC teas.

Your Company's Integrated Management Policy relating to pesticides, fertilizers and other agro inputs in conformity with both domestic and global norms continues as before.

All fourteen estates of your Company continue to be HACCP certified as well as being participants of the Ethical Tea Partnership Programme.

Development of new export markets for products and services: Your Company has initiated steps to explore new markets in addition to developing existing ones.

Export plans : Your Company continues in its efforts with a view to increasing its exports to existing buyer countries as well as to explore new countries where exports could be effected in future.

Company's exports were lower in comparison to the previous year on account of substantial crop loss during quality production months due to excessive rain and pest attacks.

Total Foreign Exchange

- Earned (Gross) : Rs.9.06 Crores

- Used : Rs.0.66 Crores

CORPORATE GOVERNANCE

In compliance with the disclosures required under the said Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is provided in Annexure 'B'.

The Report on Corporate Governance as required under the aforesaid Clause is also provided in Annexure 'C' to this Report, together with the Declaration affirming compliance with the Code of Conduct of the Company and Auditors' Certificate on Compliance with the conditions of Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

(Pursuant to Section 217 (2AA) of the Companies Act, 1956)

Your Directors confirm that the items of Directors' Responsibility Statement given below have long been practised in course of running of the Company. However, as a means of adequate compliance of the statutory requirements the Directors re-assert that :

(i) The Accounting Standards as applicable to your Company and corroborated by the Companies Act, 1956 have been followed in course of preparation of the Annual Accounts for the year ended 31st March, 2011 and there has been no material departure to warrant further explanation.

(ii) In keeping with the Company's practices, accounting policies have been followed in course of the Annual Accounts for the year ended 31st March, 2011, so as to exhibit a true and fair view of the state of affairs of the Company and of the profit for that period as have also been certified by the Statutory Auditors of the Company.

(iii) The Statutory Auditors' Report does confirm in regard to adequate controls and internal audit systems being followed by the Company in course of running its affairs as also for maintenance of its assets. Your Directors take every caution to relate such control measures to the benefit of the Company and with a view to prevent any fraud or irregularities to creep in.

(iv) The Annual Accounts of the Company for the year ended 31st March, 2011 have been prepared on a going concern basis as hitherto.

DIRECTORATE

During the year under review Mr. S. Bhoopal and Dr.S.Sarma were included as members of the Shareholders' Grievance and Share Transfer Committee.

During the year under review Mr. N. Musry stepped down as a Director of the Company on account of his other preoccupations. Your Directors place on record their gratitude and appreciation for the services rendered by Mr. Musry during his tenure as a Director for nearly three decades.

Mr.S. K.Ghosh's term of office as Managing Director of the Company expired on 31st March, 2011. At a Meeting of the Board of Directors of the Company held on 30th May, 2011 he was reappointed as Managing Director for a further period of three years from 1st April, 2011, subject to the approval of the Members of the Company.

In accordance with Article 99 of the Articles of Association of the Company, Mr. S. Bhoopal and Mr. P. K. Bose retire by rotation and being eligible, offer themselves for reappointment.

AUDITORS

Messrs Price Waterhouse and Messrs B. M. Chatrath & Co., Chartered Accountants, Auditors and Branch Auditors respectively retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

During the year under review Messrs. Shome & Banerjee, Cost Accountants were re-appointed with the approval of the Central Government for audit of Cost Accounts maintained by the Company in respect of Plantation Products for the year ended 31st March, 2011.

Kolkata 30th May , 2011 Directors

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Mar 31, 2010

The Directors have pleasure in presenting their Thirty-third Annual Report to the Members together with the Audited. Accounts for the year ended 31st March, 2010 :

FINANCIAL RESULTS

Current Year Previous Year

(Rs. in 000s) (Rs. in 000s)

Profit before Depreciation and Taxation 429823 259314

Less: Depreciation and Amortisation 88301 82014

Profit before Taxation 341522 177300 Provision/(Credit) for CorporateTaxation

Current Tax 120000 27500

deferred Tax (1225) 964

Fringe Benefit Tax - 2500

Profit after Taxation 222747 146336

Balance brought forward from Previous Year 226540 80204

Balance carried to Balance Sheet 449287 226540

AUDITORS REPORT

The Branch Auditors of the Company, Messrs B. M. Chatrath A Co., in respect of Travels Division, have submitted their Audit Report to the Statutory Auditors, Messrs Price Waterhouse who have submitted their Report under Section 227 of the Companies Act, 1956 and the comments made by the Auditors in their Report have been adequately dealt with in the relative Notes on Accounts which are self explanatory.

For the year ended 31st March, 2009 the Cost Audit in respect of its Tea operations had been completed and the Cost Audit Report had been submitted by the Cost Auditors to the appropriate Authorities.

ACCOUNTING POLICIES AND PROCEDURES

The major accounting policies as narrated in the Notes on Accounts in Schedule 18 in conformity with the Accounting Standards which have been specified in the Companies Act, 1956 and the Rules framed thereunder as applicable to the Company have been followed as usual in course of preparing and presenting these Accounts.

Your Company continues to have an adequate internal audit system carried out by external firms of Chartered Accountants who submit their Reports upon completion of Audit for consideration by the Directors.

RESUME OF PERFORMANCE

Your Directors view with satisfaction the performance of the Company for the year under review. The Company recorded improved profitability during 2009-10 with total income increasing to Rs 202.68 Crores compared with Rs. 170.62 Crores in the previous year. This considerable improvement is attributed to the significant increase in tea prices during the year ,both in India and in the export market and your Companys continued policy on producing a quality product able to attract better prices in the market.Such improvement has been in spite of lower harvest as well as significant increase in all input costs including substantial rise in employee related expenses arising from revised Industry-wide Agreements being put in place.

The Companys operating businesses are organized and managed separately according to the nature of products and services. The Company has a separate smaller business segment denoted as Warren Travels, which earned an income of Rs.0.49 Crores during the year.

Crop

Your Companys saleable crop was recorded at 14.10 Million Kgs. as compared to the previous years production of 14.70 Million Kgs.

Comparative Crop figures during the past five years are given below :

Year Saleable Crop.

Ended on In Million Kgs.

31.3.2010 14.10

31.3.2009 14.70

31.3.2008 14.32

31.3.2007 15.17

31.3.2006 15.23

Sales

Gross Turnover increased from Rs. 168.16 Crores to Rs. 198.74 Crores. Firmer prices due to higher domestic consumption with low carry over stock and continued emphasis on quality were the key factors for the higher Turnover during the year under review.

Quality

Your Company continues to concentrate on quality and manufacture green leaf grown only on its own estates, the strict adherence to this policy continuing to benefit your Company in price realisations. The manufacture of quality teas which commanded a premium both in the domestic as well as international markets, has been maintained through implementation of optimum agricultural practices and this continues to be the focus of the Management.

Your Directors continue to recognise the attributes of Tea as a Health Drink. All fourteen Tea Estates of your Company continue to be HACCP (Hazard Analysis of Critical Control Points) certified as well as being participants of the ETP ( Ethical Tea Partnership) Programme. Your Company also continues to lay emphasis on the critical issues of Maximum (Permissible Chemicals) Residue Limits (MRLs)and ensures compliance with stringent international as well as Indian standards at all its estates.

Exports

The year under review saw a thrust in exports when 14.81 Lac kgs were exported at gross value of Rs.24.75 Crores as compared to Rs. 17.25 Crores in 2009.

Employees Welfare

Your Company acknowledges that its strength lies in its people, and is conscious of the responsibilities towards improvement in welfare measures particularly at the plantations. It is sensitive to the environment in which it operates and is conscious of its social responsibilities .It has continued with its programmes for overall development in the fields of education,culture and welfare activities and to improve the general standard of living in and around the tea estates of the Company.

During the year under review, Welfare Week Programmes were carried out in all the fourteen tea estates of the Company. The programmes were on employees welfare with focus on issues like health, hygiene, education, savings and on negative effects of alcoholism, absenteeism, unhealthy and unsocial practices, all of which affect the lives of the workers and their families. The employees were reassured of their being an integral part of the Company as its most valuable asset and the Company is always concerned about their welfare.

Personnel

One of your Companys key strengths is its people. Industrial relations with employees remained cordial ,harmonious,peaceful and satisfactory during the year under review, at all levels in Assam and Kolkata. Your Board would like to place on record its sincere appreciation to all employees for their sincere and dedicated services at all levels and for the smooth functioning of the estates without which the improved performance for the year would not have been possible.

Prospects

The financial results for the year were very encouraging and vindicated your Companys efforts. Your Company will continue to focus on both development and expansion of markets in a highly competitive environment to secure growth and to sustain improvement, particularly in its tea operations. For the purpose, your Company has plans to carry out several activities,

particularly in the plantations, over the next few years. In its endeavor to sustain improvement of quality and quantity, your Company continues with its emphasis on uprooting and replanting. As additional land for extension planting continues to be unavailable reduction in crop in short to medium term is unavoidable; work relating to renovation of factories as well as improvement of infrastructure facilities in the estates also continues together with preventive work for flood protection to combat erosion of land and consequential loss of tea bushes . Moreover, the full impact of the revised Industry-wide Agreements and levies would be felt only from the year 2010-11. To cater to all such requirements, your Companys resources are being necessarily ploughed back in its plantations with an eye to long term benefits for your Company and its shareholders.

RETURNS TO SHAREHOLDERS

From a long term perspective of improved yield and productivity ,your Company needs to carry on with its programme of continued investment in its estates. Thus,keeping the long term welfare of your Company and its Shareholders in mind , your Directors have considered it prudent to conserve benefits for the time being and therefore ,though your Company earned profits in the year under review, it has been considered judicious by your Directors not to recommend a dividend for the year.

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are annexed.

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

Conservation of Energy

Information pertaining to conservation of energy as required under Section 217(l)(e) of the Companies Act, 1956, including Form A specified under the above Rules, is given in Annexure A.

Technology Absorption

Information pertaining to technology absorption in Form B specified under the above Rules is also given in Annexure A.

Foreign Exchange Earning & Outgo

Activities relating to exports: The Company continues to pursue its activities in exporting teas to UK, Germany, Netherlands, U.S.A. Pakistan, and the Middle East. New customers in different countries have been added to the existing overseas buyers portfolio during the year under review.

Initiatives taken to increase exports : Your Company continues with its focus on quality in its endeavour to cater to quality conscious markets for both Orthodox and CTC teas.

Your Companys Integrated Management Policy relating to Pesticides, Fertilizers and other Agro inputs in conformity with both domestic and global norms continues as before.

All fourteen estates of your Company continue to be HACCP certified as well as being participants of the Ethical Tea Partnership Programme.

Development of new export markets for products and services: Your Company has initiated steps to explore new markets in addition to developing existing ones.

Export plans : Your Company continues in its efforts with a view to increasing its exports to existing buyer countries as well as to explore new countries where exports could be effected in future.

Total Foreign Exchange - Earned (Gross) : Rs. 24.61 Crores - Used : Rs. 0.35 Crores

CORPORATE GOVERNANCE

In compliance with the disclosures required under the said Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report is provided in Annexure B.

The Report on Corporate Governance as required under the aforesaid Clause is also provided in Annexure C to this Report, together with the Declaration affirming compliance with the Code of Conduct of the Company and Auditors Certificate on Compliance with the conditions of Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT (Pursuant to Section 217 (2AA) of the Companies Act, 1956)

Your Directors confirm that the items of Directors Responsibility Statement given below have long been practised in course of running of the Company. However, as a means of adequate compliance of the statutory requirements the Board re-asserts that:

(i) The Accounting Standards as applicable to your Company and corroborated by the Companies Act, 1956 have been followed in course of preparation of the Annual Accounts for the year ended 31st March, 2010 and there has been no material departure to warrant further explanation.

(ii) In keeping with the Companys practices, accounting policies have been followed in course of the Annual Accounts for the year ended 31st March, 2010, so as to exhibit a true and fair view of the state of affairs of the Company and of the profit for that period as have also been certified by the Statutory Auditors of the Company.

(iii) The Statutory Auditors Report does confirm in regard to adequate controls and internal audit systems being followed by the Company in course of running its affairs as also for maintenance of its assets. Your Directors take every caution to relate such control measures to the benefit of the Company and with a view to prevent any fraud or irregularities to creep in.

(iv) The Annual Accounts of the Company for the year ended 31st March, 2010 have been prepared on a going concern basis as hitherto.

DIRECTORATE

In accordance with Article 99 of the Articles of Association of the Company, Mr. A. K. Ruia and Dr. S. Sarma retire by rotation and being eligible, offer themselves for reappointment.

AUDITORS

Messrs Price Waterhouse and Messrs B. M. Chatrath & Co., Chartered Accountants, Auditors and Branch Auditors respectively retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

During the year under review Messrs. Shome & Banerjee, Cost Accountants were re-appointed with the approval of the Central Government for audit of Cost Accounts maintained by the Company in respect of Plantation Products for the year ended 31st March, 2010.

Vinay K. Goenka

S. K. Ghosh

P. K. Bose

S.Bhoopal

N. Dutta

Kolkata S. Sarma

27th May, 2010 Directors