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Directors Report of Andrew Yule & Company Ltd.

Mar 31, 2018

Dear Shareholders,

The Directors take pleasure in presenting the 70th Annual Report on the operations of the Company together with the Auditorâs Report and Audited Financial Statements for the year ended 31st March, 2018 :

[01] FINANCIAL HIGHLIGHTS

[Rs. in lakh]

Particulars	Standalone		Consolidated
Particulars	2017-18	2016-17	2017-18	2016-17
Revenue from Operations and other Operational Income	36150.27	42670.53	37027.85	44238.74
Other Income	2763.23	4208.23	2779.23	4212.22
Total Revenue	38913.50	46878.76	39807.08	48450.96
Total Expenses	36556.18	43028.81	37807.41	44624.59
Profit/(Loss) before Tax	2357.32	3849.95	1999.67	3826.37
Less : Tax Expenses	645.73	589.86	642.70	602.02
Profit/(Loss) after Tax	1711.59	3260.09	1356.97	3224.35
Add : Group Share of Profit/(Loss)			876.34	1318.70
Profit/(Loss) for the period	1711.59	3260.09	2233.31	4543.05
Other Comprehensive Income (after tax)	205.75	(-) 276.26	236.69	(-) 374.52
Total Comprehensive Income for the period	1917.34	2983.83	2470.01	4168.35
Profit & Loss : Balance brought forward from the previous year	4644.58	1660.75	20699.69	16531.16
Add : Profit for the period	1711.59	3260.09	2233.31	4543.05
Add : Other Comprehensive Income (net of Tax)	205.75	(-) 276.26	236.69	(-) 374.52
Profit available for Appropriation	6561.92	4644.58	23169.69	20699.69
Less : Dividend and Dividend Tax	588.48	--	588.48	--
Profit & Loss : Balance to be carried forward	5973.44	4644.58	22581.21	20699.69

The Financial Statements for the year ended 31st March, 2018 have been prepared in accordance with the Indian Accounting Standards (IND-AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The Financial Statements for the year ended 31st March, 2017 have been restated in accordance with IND AS for comparative information.

[02] FINANCIAL PERFORMANCE Standalone Financial Results :

During the financial year ended 31st March, 2018 the Company earned total revenue of Rs.389.13 crore (Rs.468.78 crore in 2016-17), registering a decrease from the previous year mainly due to the following reasons

[i] Total revenue of financial year 2016-17 includes âOther Incomeâ of one-time land acquisition compensation of Rs.18.40 crore received from NHAI for acquiring land of the Company and subsidy of Rs.2.14 crore from Tea Board for replantation, which were not there in financial year 2017-18.

[ii] As regards decrease in Revenue from Operations, one of the State Government Undertaking being Principal client of Electrical Division of the Company had severally restricted issuing orders on nomination basis. Also in certain cases the clients did not take delivery of the products within scheduled delivery dates resulting to nongeneration of sales booking in time.

[iii] Decrease in the contribution from the Tea Segment was mainly due to market volatility and loss of production caused by local disturbances in certain areas.

Resulting to all above, Profit before Tax (PBT) during the financial year 2017-18 stood at Rs.23.57 crore (Rs.38.50 crore in 2016-17) and Profit after Tax (PAT) stood at Rs.17.12 crore (Rs.32.60 crore in 2016-17).

Consolidated Financial Results :

Your Company has recorded revenue from operations and other income of Rs.398.07 crore during the financial year 2017-18 (Rs.484.51 crore in 2016-17).

Profit before Tax (PBT) during the financial year 201718 stood at Rs.20.00 crore (Rs.38.26 crore in 2016-17) and Profit after Tax (PAT) stood at Rs.22.33 crore (Rs.45.43 crore in 2016-17).

[03] DIVIDEND

Your Directors are pleased to recommend a Dividend of 2% (Re.0.04 per Equity Share) on the Equity Shares of Rs.2/- each for the financial year ended 31st March, 2018.

[04] PROSPECTS / OPERATIONS

[4.1] Tea Division :

[a] North Indian Batting Order (Ranking): Being a prime âQualityâ parameter, 1 (one) AYCL Garden featured in Top10, 4 (four) AYCL Gardens between Top 11 to Top 20 and rest i.e. 6 (six) AYCL Gardens between Top 21 to Top 29. Thus, all Assam & Dooars Gardens are now within Top 29 during the fiscal year 2017-18 which emphasizes improvement in the batting order / ranking.

[b] All gardens of the group are now having FSSAI License to operate and manufacture tea. All the Assam & Dooars gardens are Trustea certified. All Assam gardens are also Rainforest Alliance certified. The lone Darjeeling garden âMimâ is Rainforest Alliance & UTZ certified. While all Assam group gardens & Mim are ISO 9001, ISO 22000 & HACCP certified. Dooars group gardens are ISO 22000 certified. This year the Bought Leaf source is also being Trustea certified in a phased manner. This will lead to further opportunities in export and attract other major buyers.

[c] Manufactured specialty teas for both export & domestic markets. The specialty & various types of flavored teas are also offered as boutique collection of tea at âYule Tea Loungeâ at Eco Park, Kolkata. This has lead to value addition which will continue to grow in future.

[d] The one acre plot of Tea Garden at Eco Park, Kolkata, has been raised very successfully and is now a model setup, done for the first time in Kolkata. The same will help in further brand building and attracting retail consumers.

[e] Maximizing existing manufacturing resources, margin from Bought Leaf operations this year is Rs.1.27 crore which added to the revenue of the Division. We anticipate further growth in Bought Leaf segment.

[f] Companyâs overall sales price average as against the North Indian district sales price average was higher by Rs.52.63 / Kg. (Rs.43.85 / Kg. in 2016-17).

[g] Tea production from own crop increased from 102.34 lakh kgs. in 2016-17 to 103.08 lakh kgs in 2017-18 (even after losing 0.50 lakh kgs production in Darjeeling gardens due to 104 days strike), maintaining the increasing trend primarily due to better field practices and major emphasis on Crop & Quality. As such, the overallyield / hectare increased from 1966 Kgs. / Ha. in 2016-17 to 1979 Kgs. / Ha. in 2017-18.

[h] Tea exports this year was 1.57 lakh kgs with FOB value of Rs.3.75 crore (Previous year was 0.82 lakh kgs with FOB Rs.1.78 crore) catering to markets primarily in Georgia, USA, Germany, Australia & Canada.

[4.2] [A] Electrical Division (Kolkata Operation) :

[a] Upgraded design of Distribution Transformers from BIS Level I to Level II. Type Testing of 25kVA, 63kVA & 100kVA Level II DTRs has already been completed. Since Tenders in Electricity Board will require adherence to Level II specification, it will enable a much wider participation in such tenders.

[b] Initial Orders received for 2 new products which were introduced in the 2nd half of the current financial year :

[i] Dry Type Transformer - 800kVA, 11-6.6kV/0.433kV for Income Tax Building Kolkata, through CPWD.

[ii] LT AVR - 25, 100, 150, 630 KVA/250-500/415V A/c PHE, West Bengal.

[c] Successfully installed 20KL Oil Tanker which helped in reducing raw material cost.

[d] Highest single order (in value) of Rs.7.53 crore received from a State Government Undertaking for Distribution Transformers.

[B] Electrical Division (Chennai Operation) :

[a] Commissioning of Test Laboratory at Chennai Factory:

Electrical Division, Chennai Operations had constructed a High Voltage Test Lab for housing of testing equipments, spreading about 2141 sq. ft. with a view to utilize the previous area occupied for testing, for manufacturing purpose. The new test bay has the facility for high voltage testing with adequate safety devices which in turn will ensure customer satisfaction.

[b] MOU signed with M/s. Unipower Transformer Pvt. Ltd. as Technical Partner: For supply of Dry Type Transformers and has the plan to set up manufacturing facility at Chennai Operations.

[4.3] Engineering Division :

Supply of Highest Ever Capacity Industrial Fan: The Engineering Division has undertaken execution of a prestigious order from M/s. Trafalgar International FZE, Dubai, for supply of two Waste Gas Fans to M/s. Bokaro Steel Plant of SAIL, at an order value of Rs.4.7 crore. This Double Inlet fan of 4160 mm diameter and weighing 99.90 MT per fan is the highest ever capacity fan produced in the history of the division. The Motor capacity is 8 MW to drive this mammoth equipment.

Prestigious IOCL order: IOCL, Mathura, has placed an order with Engineering Division for supply of one ID Fan for their Hydrogen Generation Unit (HGU), at a value of Rs.2.7 crore. The equipment is to be supplied with a special flame proof motor of 1.05 MW capacities with Variable Frequency Drive (VFD). This is one of the most prestigious orders which the Division has bagged in recent times from the Refinery Sector, against steep competition from several MNCs.

[05] MAJOR JOBS/PROJECTS UNDERTAKEN BY THE COMPANY

Engineering Division :
Sl. No.	Client	Project Site	Quantity	job/Equipment Descriptions
1	Trafalgar	SAIL BOKARO	2 SETS	4160 DIBBS-24 WEST GAS FAN
2	Bhilai Engineering	- DO -	8 NOS	1330 BEAM COOLING, 2660 HOT AIR ID,2170 DEDUSTING ID, 2250 COMBUSTION AIR
3	Trafalgar	SAIL BOKARO	3 NOS	2505 DIA SINTER COOLER FAN
4	IOCL	MATHURA	1 LOT	DESIGN,ENGINEERING, INSPECTION,TESTING AND SUPPLY OF HGU ID FAN
5	L&T Howden	OBRA		MILL SEAL AIR ,PURGE AIR & SCANNER COOLING FAN
6	TLT-TURBO	JAWAHAR-PUR	7 NOS	SEAL AIR, SCANNER COOLER, PURGE AIR & PENTHOUSE FAN WITH SPARES
7	SMS INDIA	JSW DOLVI	6 NOS	BOOSTER FAN
8	TATA Steel	JAMSHEDPUR	1 LOT	REVAMPING OF POLLUTION CONTROL EQUIPMENT
9	EasternRailway	HOWRAH	1 LOT	WATER TREATMENT PLANT PROJECT
Electrical Division (Kolkata Operations) :
Sl.No.	Client	job/Equipment	Quantity (Nos.)	job/Equipment Descriptions
1	WBSEDCL	Distribution Transformer	971	63kVA 11/0.433kV DTR. Order Value - 7.53 Cr.
2	WBSEDCL	Distribution Transformer	1332	63kVA 11/0.433kV DTR. Order Value - 11 Cr. Single Highest value order from WBSEDCL.
3	HESCOM	Distribution Transformer	4000	25kVA 11/0.433kV DTR. Order Value - 18.07 Cr.
4	CPWD	Dry Type Transformer	5	800kVA 11-6.6/0.433kV - 3 Nos. \| 400kVA - 2 Nos. \| 250kVA - 2 Nos. First time order for Dry Type Transformers.

5		PHE, West Bengal	LT AVR	6	100kVA - 2 Nos. \| 150kVA - 1 No. \| 25kVA - 3 Nos. \| 630kVA - 1 No. First time order for LT AVRs.
6		PDD, \|ammu	LT AVR	1
7		All Utilities & Industries	Distribution Transformer		Upgraded design of DTR from Level I to Level II Losses. Successfully Type Tested 25kVA, 63kVA, 100kVA, 800kVA,1600kVA Level II Distribution Transformers
Electrical Division (Chennai Operations) :
Sl. No.	Client		job/ Equipment	Quantity (Nos.)	job/Equipment Descriptions
1	Telangana State Power Gen. Corpn.		Power Transformer	1	12.5 MVA 230/33 KV
2	Mytrah Akash Power Pvt. Ltd		Power Transformer	1	31.5 MVA 132/33 KV
3	Karnataka Power Corporation Ltd (KPCL)		Generator Transformer	1	30 MVA 11/110 KV
4	Om Associates, Belagavi - A/c. Tungabhadra Solar-Parks P. Ltd, Chikkodi.		Power Transformer	1	25 MVA 110/11 KV
5	Karnataka Power Corporation Ltd (KPCL)		Power Transformer	1	15.75/6.9 KV UAT
6	RSP		Special Transformer	4	16 MVA 33/6.9 KV
7	BHEL EDN Bangalore		Power Transformer	1	12.5 MVA 33/132 KV
8	Mytrah Akash Power Pvt. Ltd		Power Transformer	1	31.5 MVA 132/11 KV
9	ITC LTD-ICML		Power Transformer	2	10 MVA 33/11 KV
10	Salem Steel Plant		Power Transformer	1	20 MVA 33/3.7 KV
11	TANTRANSCO		Power Transformer	2	16 MVA 110/22-11 KV
12	TANTRANSCO		Power Transformer	2	16 MVA 110/33-11 KV

[06] MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under the SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of the Boardâs Report as Annexure I.

[07] CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015, together with a certificate from a Practicing Company Secretary confirming compliance, is annexed and forms part of the Annual Report.

[08] SUBSIDIARY COMPANIES

The Company has three wholly owned subsidiaries as on 31st March, 2018.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013, the Company has prepared a Consolidated Financial Statement of the Company and all the subsidiaries viz. Hooghly Printing Co. Ltd., Yule Engineering Ltd. and Yule Electrical Ltd., in compliance with the applicable accounting standards and the SEBI (LODR) Regulations, 2015.

[09] PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURE COMPANIES AS REQUIRED UNDER RULE 8(1) OF THE COMPANIES (ACCOUNTS) RULES, 2014

A statement containing salient features of the financial statements of the subsidiaries and associates in Form AOC - 1 is attached to the financial statements of the Company.

[10] CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company as on 31st March, 2018 have been prepared in accordance with the principles and procedures for the preparation and presentation of Consolidated Accounts as set out in the Indian Accounting Standards (IND-AS) on Consolidated Financial Statements notified by the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated Financial Statements together with Auditorsâ Report forms part of the Annual Report. The Financial Statements as stated above are also available on the website of the Company and can be accessed at http://www.andrewyule.com.

[11] CHANGES IN SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March, 2018 was Rs.97,79,01,956/- divided into 48,89,50,978 Ordinary Shares of Rs.2/- each, fully paid-up. During the year the Company has not issued any ordinary shares or shares with differential voting rights neither granted stock options nor sweat equity.

[12] EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 as required under Section 92 of the Companies Act, 2013, is marked as Annexure II, which is annexed hereto and forms part of the Boardâs Report.

[13] NUMBER OF MEETINGS OF BOARD OF DIRECTORS

There were 5 (Five) meetings of the Board of Directors of the Company held during the year 2017-18 on 30th May, 2017; 21st August, 2017; 11th September, 2017; 11th December, 2017 and 12th February, 2018. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

[14] DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed that :

[i] in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any;

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

[iii] 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;

[iv] the Directors had prepared the annual accounts on a going concern basis;

[v] the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

[vi] the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

[15] PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013, the details of the loans given, guarantees or securities provided and investments made by the Company during the year under review, have been disclosed in the financial statements.

[16] MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material change(s) and commitment(s) affecting the financial position of the Company, occurring between the end of the financial year to which these financial statements relate and the date of the report.

[17] DIRECTORS

The Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises, Govt. of India vide their letters has appointed :

[i] Shri Debasis Jana, Director (Planning) of the Company as the Chairman & Managing Director of the Company for a period of 5 (five) years from the date of his assumption of charge of the post i.e. 17th August, 2017 or till the date of his superannuation or until further orders, whichever is earliest. Shri Sunil Munshi, erstwhile Director (Personnel) of the Company was holding the Additional Charge of the post of Chairman & Managing Director of the Company till 16th August, 2017;

[ii] Shri Arvind Kumar, Deputy Secretary, DHI as a Part-time Non-official Director (Government Nominee) of the Company with effect from 12th December, 2017 in place of Smt. Sanyukta Samaddar, erstwhile Director of the Company;

[iii] Shri Sanjoy Bhattacharya, General Manager (Personnel, Corporate Planning & Engineering) of the Company as Director (Planning) of the Company for a period of 5 (five) years from the date of his assumption of charge of the post i.e. 13th April, 2018 or till the date of his superannuation or until further orders, whichever is earliest;

[iv] Shri Pravin L. Agrawal, Joint Secretary, DHI as a Part-time Non-official Director (Government Nominee) of the Company with effect from 17th May, 2018 in place of Shri Bhaskar Jyoti Mahanta, erstwhile Director of the Company.

[v] Shri Partha Dasgupta, Director (Finance) of Jute Corporation of India as Director (Finance) of the Company for a period of 5 (five) years from the date of his assumption of charge of the post i.e. 6th July, 2018 or till the date of his superannuation or until further orders, whichever is earliest.

Shri Sunil Munshi and Shri R. C. Sen retired from the Services of the Company with effect from 1st September, 2017 and 1st July, 2018, respectively, on attaining the age of their superannuation and ceased to be Directors of the Company. The Board places on record its deep appreciation of the valuable services and guidance rendered by Shri Munshi and Shri Sen during their association with the Company.

In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013 and your Companyâs Articles of Association, Shri Arvind Kumar, Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Appropriate resolution seeking appointment of Shri Arvind Kumar as Director is appearing in the Notice convening the 70th Annual General Meeting of the Company.

The brief resume / details relating to Shri Arvind Kumar are furnished in the notes annexed to the Notice of the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of the SEBI (LODR) Regulations, 2015, it is disclosed that no Director shares any relationship inter se.

[18] KEY MANAGERIAL PERSONNEL

The following Key Managerial Personnel of the Company were appointed / resigned during the year 2017-18 in compliance with the provisions of Section 203 of the Companies Act, 2013 :

[a] Shri Debasis Jana has been appointed as the Chairman & Managing Director of the Company w.e.f. 17th August, 2017;

[b] Shri Sunil Munshi has retired from the services of the Company w.e.f. 1st September, 2017 and ceased to be a Whole-time Director effective that date.

Notes :

[i] Shri Sanjoy Bhattacharya has been appointed as a Whole-time Director of the Company w.e.f. 13th April, 2018;

[ii] Shri R. C. Sen has retired from the services of the Company w.e.f. 1st July, 2018 and ceased to be a Whole-time Director effective that date;

[iii] Shri Partha Dasgupta has been appointed as a Whole-time Director of the Company w.e.f. 6th July, 2018.

[iv] Shri Kaustuv Roy, Chief General Manager, Tea Division of the Company, being an officer, not more than one level below the Directors who is in whole-time employment, has been nominated as KMP of the Company w.e.f. 30th May, 2018 pursuant to the provisions of the Companies (Amendment) Act, 2017.

[19] DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from all the Independent Directors of the Company in accordance with Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

[20] APPOINTMENT AND REMUNERATION POLICY

Being a Central Public Sector Enterprise, the appointment, tenure, performance evaluation, remuneration, etc. of the Directors are made/fixed by the Govt. of India. The remuneration of officers is decided as per Government guidelines on Pay Revision and remunerations of other employees of the company are decided as per Wage Settlement Agreement entered with their Union every five years. The appointments/promotions etc. of the employees are made as per Recruitment and Promotion Policy approved by the Board.

[21] CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Companies Act, 2013 and the rules made thereunder, the Company has formulated a Corporate Social Responsibility Policy, a brief outline of which along with the required disclosures is given in Annexure III, which is annexed hereto and forms a part of the Boardsâ Report.

The detail of the CSR and Sustainability Policy is also posted on the website of the Company and may be accessed at the link - http://www.andrewyule.com/pdf/ policies/CSR_and_ Sustainability_Policy.pdf.

[22] RISK MANAGEMENT

The Risk Management Committee of the Board of Directors periodically reviews the Risk Management framework, identifies risks with criticality and mitigation plan. The elements of risk as identified for the Company with impact and mitigation strategy are set out in the Management Discussion and Analysis Report (MDA).

[23] COMMITTEES OF BOARD

Details of various committees constituted by the Board of Directors as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 are given in the Corporate Governance Report and forms part of this report.

[24] RELATED PARTY TRANSACTIONS

The Company does not have a material unlisted Subsidiary as defined under Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015. During the year under review, your company did not have any related party transactions which required prior approval of the shareholders. There has been no material significant Related Party Transactions during the year under review, having potential conflict with the interest of the Company. Necessary disclosures required under the Accounting Standard (AS-18) have been made in the Notes to Financial Statements. Hence no disclosure is made in form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

The Related Party Transaction policy for determining materiality of related party transaction and also on dealing with related parties is uploaded on the Companyâs website at the link -http://www.andrewyule. com/pdf/policies/Policy_Related_Party_Transactions. pdf.

[25] DISCLOSURES UNDER RULE 8(5) OF THE COMPANIES (ACCOUNTS) RULES, 2014

[i] Financial summary or highlights : As detailed under the heading âFinancial Performanceâ.

[ii] Change in the nature of business, if any : None

[iii] Details of Directors or Key Managerial Personnel (KMP), who were appointed or resigned during the year :

[iv] Names of Companies which have become or ceased to be Subsidiaries, Joint Venture Companies or Associate Companies during the year: There were no such Companies in terms of the provisions of the Companies Act, 2013.

[v] Details relating to deposits: There were no fixed deposits of the Company from the public, outstanding at the end of the financial year. No fixed deposit has been accepted during the year and as such, there is no default in repayment of the said deposits.

[vi] There has not been any deposit, which is not in compliance with the requirements of Chapter V of the Companies Act, 2013.

[vii] No significant and material orders have been passed by any Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status and Companyâs operations in future.

[viii] The Company is required to maintain the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are made and maintained.

[ix] The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

[26] DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has internal financial controls which are adequate and were operating effectively. The controls are adequate for ensuring the orderly & efficient conduct of the business, including adherence to the Companyâs policies, the safe guarding of assets, the prevention & detection of frauds & errors, the accuracy & completeness of accounting records and timely preparation of reliable financial information.

[27] REPORTABLE FRAUD

No fraud has been reported by the Auditors under Section 143(12) of the Companies Act, 2013 during the year under review.

[28] DISCLOSURE AS PER RULE 5(1) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016

The Company, being a Central Public Sector Enterprise, is exempted to make disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016. Hence, no information is required to be appended to this report in this regard.

[29] PARTICULARS OF EMPLOYEES - RULE 5(2) & 5(3) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) AMENDMENT RULES, 2016

Your Company has not paid any remuneration attracting the provisions of Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016. Hence, no information is required to be appended to this report, in this regard.

[30] MANPOWER

Manpower of the Company as on 31st March, 2018 :

Category	Executives	Non-executives	Total
Male	295	7807	8102
Female	10	6621	6631
Total	305	14428	14733

[31] WELFARE OF WEAKER SECTIONS OF THE SOCIETY

Statutory welfare facilities as incorporated in the Factories Act, 1948 and The Plantation Labour Act, 1951 are administered by the Company for its employees. Apart from the statutory welfare facilities, the Company extends scholarships to the off spring of the employees to encourage academic excellence for the ultimate betterment. In addition, financial accommodation is extended to the employees for their welfare to address eventuality and contingency. To promote sports talent in far flung areas of North Eastern India, Soccer tournaments are organized at our Tea Gardens annually.

Percentage of employees in total strength of the Company belongs to SC / ST / OBC is as follows: SC â 17.18%, ST - 29.65% and OBC - 50.39%.

[32] EMPOWERMENT OF WOMEN

Development of society is closely linked with development of women, which is why, empowering and encouraging women lies at the core of all our CSR programmes. We do it through embedding a gender perspective in most of our programmes, but we also do it through direct interventions with women. The womenâs Self Help Groups (SHG) has successfully and systematically empowered marginalised women through awareness raising, capacity building, economic empowerment and solidarity. All necessary measures/ statutory provisions for safeguarding the interests of women employees in issues like payment of wages, hours of work, health, safety, welfare aspects and maternity benefits etc. are being followed by the Company.

Total number of women employees as on 31st March, 2018 were as follows :

Executive		07 (seven)
Non-unionised Supervisor		03 (three)
Staff		41 (forty-one)
Subordinate Staff		55 (fifty-five)
Plantation Worker		6525 (six thousand five hundred twenty five)
Total number of Women		6631 (six thousand six
employees		hundred thirty one)

[33] PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition & Redressal) Act, 2013, the Internal Complaints Committee has been constituted and the same holds meetings at regular interval. No complaint or allegation of sexual harassment has yet been received.

No case of harassment has been reported at the Company during the period under review.

[34] GRIEVANCE REDRESSAL MECHANISM

The Company expeditiously disposes of all the Public Grievances during the financial year 2017-18 and copy of the replies are sent to the controlling Ministry, in case the Public Grievance was being forwarded by them.

The status of the Public Grievances during the financial year 2017-18 is as follows :

Type of Grievance	Grievances outstanding as on 01.04.2017	No. of Grievances received during the year	No. of cases disposed off	No. of Grievances pending as on 31.03.2018
Public
Grievances	Nil	5	5	Nil

[35] INDUSTRIAL RELATIONS

During the year under review, Industrial Relations at the Companyâs units continued to remain cordial and peaceful.

[36] SIGNING OF MEMORANDUM OF UNDERSTANDING (MOU) FOR THE YEAR 2018-19

Your Company has signed Memorandum of Understanding (MoU) with the Ministry of Heavy Industries and Public Enterprises for the year 201819. The MoU sets forth various targets and parameters of performance, which are assessed against actual achievements after close of financial year. The rating for 2017-18 has not been issued so far.

[37] IMPLEMENTATION OF THE RIGHT TO INFORMATION ACT, 2005

The Company abides by the provisions of the Right to Information Act, 2005 (RTI Act) and information seekers are furnished with relevant information by the Public Information Officers. Every endeavour is there on the part of the Company to dispose of the applications expeditiously.

During the year ended on 31st March, 2018, the number of applications received / accepted / rejected / disposed of under RTI Act is as follows :

Applications received		20 (twenty)
Applications accepted		20 (twenty)
Applications rejected		NIL
Applications disposed of		20 (twenty)

[38] VIGILANCE

The functioning of vigilance department includes preventive as well as punitive vigilance and the main thrust is on the systems improvements in the organisation.

[A] The status of the various activities monitored by the Vigilance Department during the year 2017-18 are as under :

[i] E-procurements :

The Company has already implemented e-procurement policy (Rs.2 lakh & above) as per the guidelines of the Ministry across all the Divisions of the Company. Tea Division has 97.45% of total procurement through e-procurement. Electrical Division (Kolkata Operations) has 68.62% of total procurement through e-procurement. Electrical Division (Chennai Operations) has 65.53% of procurement of materials by value through MSTC e-procurement. Engineering Division has 34% of the total procurement through e-procurement.

[ii] E-payment :

Tea Division :

94.66% of total payment to vendors through e-payment.

Electrical Division (Chennai Operations):

88% of total payment to vendors through e-payment.

Electrical Division (Kolkata Operations):

72.50% of total payment to vendors through e-payment.

Engineering Division :

85% of total payment to vendors through e-payment.

[iii] E-tendering / E-auction :

Tea Division :

82.73% of total sale of Tea through e-auction.

Electrical Division (Chennai Operations):

The disposal of scrap materials is done through e-tendering by MSTC, the value of the same is Rs.48 lakh.

Electrical Division (Kolkata Operations):

Total 4 nos. of e-tendering had been done i.e. 100% is done through e-tendering.

Engineering Division :

5 nos. of e-tendering had been done. Material value of scrap disposed is Rs.24.75 lakh.

[B] Status of various activities undertaken by the Vigilance Department during the year 2017-18 are as under :

[i] As per the instructions of Central Vigilance Commission (CVC) and Ministry, quarterly structured meetings of vigilance department with the management are being conducted regularly. During the financial year 2017-18, 3 (three) meetings were conducted. Issues related to e-governance, leveraging of technology, updation of DOP, etc. have been discussed.

[ii] Updation of Manuals is undertaken by respective functional heads / departments; in case the draft manual is forwarded to Vigilance Department before putting up to the Board, the same is examined.

[iii] Training programme: Periodical training programmes, workshops, interactive sessions, presentation etc. are organized by Vigilance Study Circle, Kolkata Chapter. Being a corporate member, the programmes are attended by Officers from different departments of AYCL as per the nomination of the Management.

[iv] Integrity Pact has been implemented in the Company and the Subsidiary Companies with threshold value of Rs.3 crore and above.

[v] Annual Property Returns: Annual property Returns are being scrutinized regularly as per the guidelines of CVC.

[vi] Vigilance Awareness Week: Vigilance awareness week was observed from 30th October, 2017 to 4th November, 2017 at all the locations/offices of AYCL on the theme of âMY VISSION -CORRUPTION FREE INDIAâ. Various competitions, workshops and seminars are conducted during the week for the employees of the Company. Online Integrity Pledge had been taken by the employees of the Company and individual certificates downloaded. Whistle Blower Mechanism and PIDPI guidelines of CVC were deliberated upon as well as affixed on the notice board of the Registered Office of the Company for perusal of the employees. Workshop/ Sensitization programme on Purchase Procedure and Conduct, Discipline & Appeal Rules of the Company was conducted at the Registered Office of the Company. Facebook Page of âAndrew Yule Teaâ was used for publicity of Vigilance Awareness Week, 2017.

[vii] Customer redressal camp had been organized at the Yule Tea Lounge at Eco Park, New Town, Kolkata.

[viii] Information required in regard to details related to the Vigilance Cases disposed of in the financial year 2017-18 and pending cases along with the nature of such cases :

[a] During a CTE Type inspection it revealed that purchase order for Distribution Transformers had been wrongfully placed without properly judging the capability of the vendor during enlistment stage. Show cause had been issued to a total of 6 (six) officials associated with the particular vendor registration process and all of them were censured.

[b] Investigation in regard to 2 (two) cases has been completed and report submitted.

[39] PROGRESSIVE USE OF HINDI

In AYCL, the Unicode system has been implanted in majority of the computers of the Company. The Company has provided Hindi Language software in computers and imparting training to its employees, so that AYCLâs employees can use the same in their day-to-day workings. For propagating and implementation of the provisions of Official Language Act, 1963, the company is continuously organizing Hindi competitions during the financial year 2017-18 on 11th September, 2017 and Kabya Path Competition was held on 7th September, 2017. Employees are being given retraining under the âHindi Education Schemeâ which is a continuous process in the Company. Hindi Seminar was conducted on 22nd March, 2018. Employees of the company are encouraged to participate in various competitions in Hindi conducted by other institutions.

[40] SWACHHTA PAKHWADA

The Company celebrated Swachhta Pakhwada between 16th December, 2017 and 31st December, 2017 with great enthusiasm and grandeur. The Swachhta Pledge had been taken by all employees of the Company and its Subsidiary. Banners were displayed before every establishments of the Company during the fortnight. Surroundings of the establishments of the Company were cleaned and senior officials took part in the programme. Workshops and meetings on Swachhta were organised which generated lot of enthusiasm amongst the participants. Every participant was requested to give two hours in a week on Swachhta activities so that the target of 100 hours in a year materialises in reality. Company officials exercised Door to door campaigning to keep the environment clean and hygienic. Pamphlets on Swachhta were distributed during the period. Local councilor and Municipal Corporation were also requested to take part in Swachhta Pakhwada.

[41] CORPORATE WEBSITE OF THE COMPANY

The Company maintains a website www.andrewyule. com where detailed information of the Company is provided.

[42] RESEARCH & DEVELOPMENT (R & D) FACILITIES OF THE COMPANY

The main focus of in house R&D facilities in the Company is to provide continuous up-gradation to the existing products to match the demand of the domestic market as well as to grab the opportunity in export market. Some of the R & D activities carried out by the companyâs different Divisions were as follows :

[a] Tea Division :

We in the Tea Industry being member of Tea Research Association - TRA have all updated research findings which are published monthly as well as discussed in Monthly Council Meetings at different regions. TRA being the Autonomous body is highly dedicated on Research & Development of Tea Industry which has always helped us to improve upon our plantations as well as Factories.

[b] Engineering Division :

[i] Development of Wider Series Fan (Low pressure High Flow Fan) to cater latest requirement in Cement Industry;

[ii] Provision of Water Cooling arrangement in 100 Dia, x 120 Dia S.R. Type Bearing Housing.

[c] Electrical Division :

[i] For higher rating Distribution Transformers, Electrical Division has successfully type tested 11 KV 1600 KVA Transformers as per IS 1180 : 2014, Level II. Further, 63 KVA, 315 KVA, 500 KVA and 800 KVA will be tested as per BIS guidelines.

[ii] For development of VCBs and other allied switchgear products, selection and appointment of advisor has already been initiated.

[iii] The Company has plans to develop switchgear products as a distinct major vertical.

[43] CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required to be disclosed under provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are furnished in Annexure IV and forms part of this report.

[44] PROCUREMENT FROM MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT (MSMED) ACT, 2006

As per requirement of Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 and notifications issued by Central Government in this regard, PSUs are required to purchase minimum 20% of total annual purchase of specified products produced and services rendered by MSEs. It further requires that 4% out of 20% shall be earmarked for procurement from MSEs owned by Scheduled Caste or Scheduled Tribe entrepreneurs. It also requires the PSUs to report goals set with respect to aforesaid procurement and achievements made thereto in its Annual Report.

In this regard, it is to mention that the total procurement of goods achieved during 2017-18 is 45.70% of procurement from MSE against target of 20%. Again the Company achieved 0.16% of procurement from MSE owned SC /ST during the financial year 2017-18 against target of 4%.

[45] TRAINING PROGRAMME

During the year 2017-18, total 20 training programmes (internal and external) were conducted. Out of 104 participants who were imparted training during the year in various programmes, 42 were executives and unionized supervisors and 62 were workers. Total 275 man days of training was completed on various topics during the year under review.

AYCL has been encouraging its workmen to show their inherent skills and has been providing various platforms to exhibit their skill.

[46] STATUTORY AUDITORS AND AUDIT REPORT

In terms of Section 143(5) of the Companies Act, 2013, M/s. U. S. Saha & Co, Statutory Auditor has been appointed by the Comptroller & Auditor General of India as auditors of your Company for the financial year 2017-18. The Statutory Auditorsâ Report is attached, which is self-explanatory.

In respect of the comments made by the Statutory Auditors in their report, your Directors have stated that :

The Comptroller & Auditor General of India vide its letter Ref. No. /CA.V/COY/CENTRAL GOVERNMENT, ANDYUL(3)/64 dated 19th July, 2018 has appointed M/s. S Ghose & Co. (CA0014), Chartered Accountants, 11, Old Post Office Street, 2nd Floor, Kolkata - 700001, as Statutory Auditors of the Company for the financial year 2018-19.

[47] SECRETARIAL AUDITOR AND AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Vinod Kothari & Company, Practising Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended 31st March, 2018. Accordingly, they have conducted Secretarial Audit for the year 2017-18 and submitted Secretarial Audit Report in Form No. MR-3 which is attached hereto as Annexure V and forms part of the Boardâs Report.

The observations of the Secretarial Auditor alongwith Management Explanation are tabulated as under :

[48] COST AUDITORS AND COST AUDIT REPORT

The Company has appointed M/s. DGM & Associates, Cost Accountants (Firm Registration No: 000038) as Cost Auditors of the Company for the year 2018-19 at the remuneration as set out in Item No. 5 of the Explanatory Statement attached to the Notice, which is subject to the ratification of the members in the ensuing Annual General Meeting.

The Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

[49] COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA ON THE ACCOUNTS

The Comptroller and Auditor General of India (CAG) had conducted Supplementary Audit under Section 143(6)(a) of the Companies Act, 2013 of the financial statements of Andrew Yule & Co. Ltd. for the year ended 31st March, 2018. The comments of Comptroller & Auditor General of India under Section 143(6)(b) of the Companies Act, 2013 on the Accounts of the Company for the year 2017-18 forms part of this report.

[50] GREEN INITIATIVES

As in the previous years, this year also, the electronic copies of the Notice have been sent to all the Members whose email IDs are registered with the Company/ Companyâs Registrar and Share Transfer Agent/ Depository Participant(s) for communication purposes. The electronic copies of the Annual Report for the year 2017-18 are being sent to all Members whose email addresses are registered with the Company/Companyâs Registrar and Share Transfer Agent/ Depository Participant(s). For members who have not registered their email addresses, physical copies of Annual Report are being sent in the permitted mode.

[51] COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

[52] CAUTIONARY STATEMENT

Statements in the report, describing the Companyâs objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Regulations. Actual results may differ materially from those stated in the statement. Important factors that could influence the Companyâs operations includes global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factor such as litigation and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

[53] ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the endeavour of the employees at all levels and the services rendered by them.

The Board also gratefully acknowledges the valuable guidance, support and cooperation received from Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises, Government of India as well as other Ministries in both Central and State Governments. The support and co-operation extended by the Comptroller & Auditor General of India, Statutory Auditors, Cost Auditors, Internal Auditors, Secretarial Auditors and Tax Auditors need special mentioned and the Directors acknowledge the same.

The Board is also thankful to the Companyâs valued shareholders, esteemed customers for their valued patronage and for the support received from the bankers, financial institutions and suppliers in India and abroad.

For and on behalf of the Board

Kolkata, Debasis Jana

13h August, 2018. Chairman & Managing Director

Mar 31, 2017

Dear Shareholders,

The Directors take pleasure in presenting the 69th Annual Report on the operations of the Company together with the Auditorâs Report and Audited Financial Statements for the year ended 31st March, 2017 :

[01] FINANCIAL RESULTS

The financial results of the Company for the year 2016-17 in comparison with the previous financial year 2015-16 are highlighted hereinbelow :

[Rs.in lakh]

	Year ended 31st March, 2017		Year ended 31st March, 2016
Revenue from Operations	40761.48		36800.16
and other Operational
Income
Other Income	4173.61		2197.57
Total Revenue		44935.09		38997.73
Profit before Tax		3391.68		927.36
Less: Provision for Tax
- Income Tax	168.66		114.87
- MAT Credit	(-) 43.38		_--
Entitlement
- Wealth Tax for	(-) 6.30		--
Earlier Years
- Deferred Tax	534.13	653.11	(-) 22.80	92.07
Profit after Tax		2738.57		835.29
Balance brought forward		1621.86		786.57
from previous year
Transfer from Bond		666.67		-
Redemption Reserve
Proposed Dividend		488.95		-
Dividend Distribution Tax		95.10		-
Balance carried forward to
Balance Sheet		5027.10		1621.86

[02] FINANCIAL PERFORMANCE

Your Companyâs results during the year under review have improved as compared to the previous year. Your Company has recorded revenue from operations and other income of Rs.449.35 crore during the financial year 2016-17 as compared to Rs.389.98 crore as recorded in the previous year.

Profit before Tax (PBT) during the financial year 2016-17 stood at Rs.33.92 crore as compared to Rs.9.27 crore for the previous financial year, registering an increase by 265.91%. Profit after Tax (PAT) for the financial year 2016-17 had been Rs.27.39 crore as compared to Rs.8.35 crore during the previous financial year, registering an increase by 228.02%.

[03] DIVIDEND

In view of improved financial position of the Company, your Directors have the pleasure in recommending a dividend @ 5% on the Paid-up value of Equity Shares of Rs.2/- each for the financial year 2016-17.

[04] PROSPECTS / OPERATIONS

4.1. Tea Division

[a] North Indian Batting Order (Ranking): Being a prime âQualityâ parameter, 4 (Four) AYCL gardens featured in Top10, 4 (Four) gardens between Top11 to Top20 and rest i.e. 3 (Three) gardens/manufacturing units between Top21 to Top29. Thus, all Assam & Dooars Gardens are now within Top 29 during the fiscal year 2016-17 which emphasises marked improvement in the batting order/ ranking.

[b] The Tea Division continues to grow from strength to strength through its special emphasis on quality of its produce and is now recognised as one of the âTop Quality Tea Producerâ in the industry.

[c] At a sale average of Rs.185.00 / Kg. (own crop) and North Indian sale average of Rs.141.15 / Kg.; the overall increase compared to the District Sale Average is Rs.43.85 / Kg. this year.

[d] Own Crop increased from 100.72 lakh kgs last year to 102.34 lakh kgs this year, maintaining the increasing trend; primarily due to extensive uprooting and replanting programme undertaken eachyear for its long term sustainability / viability.

[e] Maximising existing manufacturing resources, margin from Bought Leaf operations this year is Rs.2.08 crore compared to Rs.2.03 crore last year.

[f] All gardens of the group are now

having FSSAI License to operate and manufacture tea. All the Assam & Dooars gardens are Trustea certified. All Assam gardens are also Rainforest Alliance certified. The lone Darjeeling garden âMimâ is Rainforest Alliance & UTZ certified. While all Assam group gardens & Mim are ISO 9001, ISO 22000 & HACCP certified, Dooars group gardens are ISO 22000 certified.

[g] Tea exports this year was 0.82 lakh kgs with FOB Rs.1.78 crore catering to markets primarily in Georgia, USA, Germany, Australia & Canada.

[h] Manufactured specialty teas for both export & domestic markets. The specialty & various types of flavored teas are also offered as boutique collection of tea at âYule Tea Loungeâ at Eco Park, Kolkata.

[i] The one acre plot of Tea Garden at Eco Park, Kolkata, has been raised very successfully and is now a model setup, done for the first time in Kolkata.

[j] The Yule Tea packets have been successfully sold through various e-commerce outlets like www. amazon.in, www.bigbasket.com & www.madeinbengal.in.

[k] Other Packet Tea outlets are - TRIFED outlets in Gangtok, Bhopal, Delhi & Bengaluru; BISWA BANGLA outlets in Kolkata, Delhi, Darjeeling & Bagdogra; Aeroart Emporium at Kolkata; Cottage Industry outlets in Delhi, Mumbai, Chennai, Kolkata & Bengaluru; Yule Tea Lounge at Eco Park, Kolkata, and Yule Tea Kiosks at Eco Park & Sukhiapokhri.

[l] With better field practices and major emphasis on Crop & Quality, the Division will continue maintaining its profitability in the near future.

4.2 Electrical Division (Kolkata Operation)

[a] Highest turnover of Rs.90 crore in the history of the Division achieved due to various initiatives taken by the Management of the Company.

[b] 50% growth in Net Sales [Rs.90 crore compared to Rs.61 crore in 2015-16].

[c] Complete turnaround in operations achieved at PBDIT Level after several Decades.

[d] Highest in-house production of DTs achieved after re-orientation of the Factory infrastructure.

[e] Opened a new Business vertical for execution of 132KV Substation Turnkey Projects.

[f] Highest collection of Payments (Rs.91 crore) in a single financial year.

[g] 1st Billing of 100 KVA DTs using Amorphous Core after successful completion of CPRI testing.

[h] 63% growth in sale of Distribution Transformer from Rs.42 crore (2015-16) to Rs.68 crore (2016-17).

Electrical Division (Chennai Operation)

[a] Bagged first 220kV Order from TSGENCO (supply of 1No 12.5MVA, 220/33kV Power Transformer for Pulichintala Hydro Power Station).

[b] Achieved Highest Turnover of Rs.66.90 crore during the year 2016-17 compared to last yearâs Turnover of Rs.56.43 crore.

[c] Achieved Highest Order Booking for 2016-17 Rs.83.55 crore compared to last year 2015-16 Order booking of Rs.70.73 crore.

[d] Achieved Highest payment collection of Rs.86.59 crore for 2016-17 compared to last yearâs payment collection of Rs.76.22 crore.

[e] New Product development (Received first Cast Resin Transformer order 63KVA, 33/0.433KV for Karwar site, MES).

[f] Commencement of Testing Bay Expansion.

[g] Outsourcing of part manufacturing activities in shop floor.

4.3 Engineering Division

[a] Order Booking was Rs.32.48 crore ( 6% YOY).

[b] Net Sales was Rs.30.80 crore ( 28% YOY).

[c] Division recorded All Time High Steel consumption of 917 MT ( 6% YOY) for Industrial Fan & 310 MT for Bridge Girder.

[d] Capacity utilization also reached all Time High, as number of Impellers, produced in-house stands at 309 ( 1.3% YOY).

[e] Productivity increased with process improvement like introduction of non-bolted composite liner, use of plasma cutting for refurbishment job.

[f] First billing of newly developed Axial Fan done during the year.

[g] Opened 2 new Business verticals in Air Pollution Control (APC) and Water Pollution Control (WPC).

[h] Booked and executed 1st order worth Rs.4.40 crore in APC and 1st order in WPC is under process and will be received in May, 2017.

[05] MANAGEMENT DISCUSSION & ANALYSIS REPORT

[06] CORPORATE GOVERNANCE

[07] SUBSIDIARY COMPANIES

The Company has three wholly owned subsidiaries as on 31st March, 2017.

[08] PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURE COMPANIES AS REQUIRED UNDER RULE 8(1) OF THE COMPANIES (ACCOUNTS) RULES, 2014

A statement containing salient features of the financial statements of the subsidiaries and associates in Form AOC - 1 is attached to the financial statements of the Company.

[09] CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of your Company as on 31st March, 2017 have been prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India and Regulation 33 of the SEBI (LODR) Regulations, 2015 and also in accordance with the applicable provisions of the Companies Act, 2013 and form part of this Annual Report. The Financial Statements as stated above are also available on the website of the Company and can be accessed at http://www.andrewyule. com.

[10] CHANGES IN SHARE CAPITAL

During the year under review, the Company has allotted 1,24,62,500 and 14,28,50,000 Equity Shares of Rs.2/- each to Bank of Baroda and the Govt. of India, respectively, on preferential basis, as per directions given by the Cabinet Committee on Economic Affairs (CCEA) and BIFR, respectively.

Consequently, the Paid-up Equity Share Capital of your Company as on 31st March, 2017, stands increased to Rs.97,79,01,956/- divided into 48,89,50,978 Ordinary Shares of Rs.2/- each, fully paid-up. During the year the Company has not issued any shares with differential voting rights neither granted stock options nor sweat equity.

The Ordinary Shares issued during the year rank pari passu with the existing Ordinary Shares ofyour Company.

[11] EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 as required under Section 92 of the Companies Act, 2013 is marked as Annexure II which is annexed hereto and forms part of the Boardâs Report.

[12] NUMBER OF MEETINGS OF BOARD OF DIRECTORS

There were 7 (Seven) meetings of the Board of Directors of the Company held during the year 2016-17 on 12th May, 2016, 30th May, 2016, 18th June, 2016, 12th August, 2016, 10th November, 2016 and 9th February, 2017 (2 meetings were held). The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

[13] DIRECTORSâRESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, with respect to DirectorsâResponsibility Statement, it is hereby confirmed that :

[i] in the preparation of the annual accounts for the financial year ended 31st March, 2017, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any;

[ii] the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

[iv] the Directors had prepared the annual accounts on a going concern basis;

[v] the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

[vi] the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

[14] PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

[15] MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

[16] DIRECTORS

Shri Sunil Munshi, Director (Personnel) was holding the Additional Charge for the post of Chairman & Managing Director of the Company for the period from 1st April, 2016 to 16th August, 2017.

The Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises, Govt. of India vide letter F. No. 10(8)/2014-PE.I dated 16th August, 2017 has appointed Shri Debasis Jana, Director (Planning) as the Chairman & Managing Director of the Company for a period of 5 (five) years from the date of his assumption of charge of the post i.e. 17th August, 2017, or till the date of his superannuation or until further orders, whichever is the earliest.

Shri Sudhir |hunjhunwala and Dr. Dhanpat Ram Agarwal have been appointed as Part-time Non-official Independent Directors for a period of 3 (three) consecutive years with effect from 4th July, 2016.

In terms of the provisions of the Companies Act, 2013 and other applicable provisions, if any, Smt. Sipra Goon has been appointed as Part-time Non-Official Independent Director designated as Additional Director for a period of 3 (three) consecutive years with effect from 2nd February, 2017. However, being Additional Director, she will hold office upto the date of the ensuing Annual General Meeting and is eligible for appointment for specified period(s), on approval of the shareholders. The Company has received notice in writing under Section 160 of the Companies Act, 2013 proposing her name for appointment as Director.

In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013 and your Companyâs Articles of Association, Shri Bhaskar Jyoti Mahanta, Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Appropriate resolutions seeking appointment of Shri Bhaskar Jyoti Mahanta and Smt. Sipra Goon as Directors are appearing in the Notice convening the 69th Annual General Meeting of the Company.

The brief resume / details relating to Shri Bhaskar Jyoti Mahanta and Smt. Sipra Goon are furnished in the notes annexed to the Notice of the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of the SEBI (LODR) Regulations, 2015, it is disclosed that no Director shares any relationship inter se.

[17] KEY MANAGERIAL PERSONNEL

The following Key Managerial Personnel of the Company were appointed / resigned during the year 2016-17 in compliance with the provisions of Section 203 of the Companies Act, 2013 :

[a] Shri Ayan Dutta ceased to be the Company Secretary as well as KMP of the Company w.e.f. 10th August, 2016 and re-designated as Assistant Company Secretary.

[b] Smt. Sucharita Das has been appointed as Company Secretary and designated as a KMP of the Company w.e.f. 12th August, 2016.

[18] DECLARATION BY INDEPENDENT DIRECTORS

[19] APPOINTMENT AND REMUNERATION POLICY

[20] CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Companies Act, 2013 and the rules made thereunder, the Company has formulated a Corporate Social Responsibility Policy, a brief outline of which along with the required disclosures is given in Annexure III which is annexed hereto and forms a part of the BoardsâReport.

[21] RISK MANAGEMENT

As part of our governance philosophy, the Board has formed a Risk Management Committee to ensure a robust risk management system in line with the applicable laws. The details of Committee and its terms of reference are set out in the Corporate Governance Report, which is part of the Boardâs Report and is available as a separate section in this Annual Report. Our risk-management framework is designed to be simple, consistent and clear for managing and reporting risks from the Groupâs businesses to the Board. Our management systems, organisational structures, processes, standards and code of conduct together form the system of internal controls that govern how we conduct business and manage associated risks.

[22] COMMITTEES OF BOARD

[23] RELATED PARTY TRANSACTIONS

The Related Party Transaction Policy for determining materiality of related party transaction and also on dealing with related parties is uploaded on the Companyâs website at the link -http://www. andrewyule.com/pdf/policies/Policy_Related_ Party_Transactions.pdf.

[24] DISCLOSURES UNDER RULE 8(5) OF THE COMPANIES (ACCOUNTS) RULES, 2014

[i] Financial summary or highlights : As detailed under the heading âFinancial Performanceâ.

[ii] Change in the nature of business, if any : None

[iii] Details of Directors or Key Managerial Personnel (KMP), who were appointed or resigned during the year :

[a] Director(s) appointed	- Dr. Dhanpat Ram Agarwal Shri Sudhir Jhunjhunwala Smt. Sipra Goon
[b] Director(s) resigned
[c] KMP(s) appointed	- Smt. Sucharita Das as Company Secretary
[d] KMP(s) resigned	- Shri Ayan Dutta (redesignated as Asst. Company Secretary)

[vi] There has not been any deposit, which is not in compliance with the requirements of Chapter V of the Companies Act, 2013.

[vii] No significant and material orders have been passed by any Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status and Companyâs operations in future.

[25] INTERNAL CONTROL SYSTEMS

The Board has devised systems, policies and procedures / frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business. This includes adherence to the Companyâs policy, safeguarding assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals.

[26] REPORTABLE FRAUD

No fraud has been reported by the Auditors under Section 143(12) of the Companies Act, 2013, during the year under review.

[27] DISCLOSURE AS PER RULE 5(1) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Company, being a Central Public Sector Enterprise, is exempted to make disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no information is required to be appended to this report in this regard.

[28] PARTICULARS OF EMPLOYEES - RULE 5(2) & 5(3) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Your Company has not paid any remuneration attracting the provisions of Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no information is required to be appended to this report, in this regard.

[29] MANPOWER

Manpower of the Company as on 31st March, 2017:

Category	Executives	Non-executives	Total
Male	219	7846	8065
Female	05	6715	6720
Total	224	14561	14785

[30] WELFARE OF WEAKER SECTIONS OF THE SOCIETY

Percentage of employees in total strength of the Company belongs to SC / ST / OBC is as follows: SC - 17.18%, ST - 29.65% and OBC - 50.39%.

[31] EMPOWERMENT OF WOMEN

Total number of women employees as on 31st March, 2017 were as follows:

Executive	- 05 (five)
Non-unionised Supervisor	- 03 (three)
Staff	- 44 (forty-four)
Subordinate Staff	- 55 (fifty-five)
Plantation Worker	- 6613 (six thousand six
	hundred thirteen)
Total number of Women employees	- 6720 (six thousand seven
	hundred twenty)

[32] PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In accordance with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Internal Complaints Committee has been constituted and the same holds meetings at regular interval. No complaint or allegation of sexual harassment has yet been received.

[33] GRIEVANCE REDRESSAL MECHANISM

The Company expeditiously disposes of the public grievance and copy of the reply is sent to the controlling Ministry in case the public grievance is forwarded by them.

[34] INDUSTRIAL RELATIONS

During the year under review, Industrial Relations at the Companyâs units continued to remain cordial and peaceful.

[35] SIGNING OF MEMORANDUM OF UNDERSTANDING (MOU) FOR THE YEAR 2017-18

Your Company has signed Memorandum of Understanding (MoU) with the Ministry of Heavy Industries and Public Enterprises for the year 201718. The MoU sets forth various targets and parameters of performance which are assessed against actual achievements after close of financial year. The rating for 2016-17 has not been issued so far.

[36] IMPLEMENTATION OF THE RIGHT TO INFORMATION ACT, 2005

During the year ended on 31st March, 2017, the number of applications received / accepted / rejected / disposed of under RTI Act is as follows :

Applications received	- 30 (thirty)
Applications accepted	- 30 (thirty)
Applications rejected	- NIL
Applications disposed of	- 30 (thirty)

[37] VIGILANCE

The functioning of vigilance department includes preventive as well as punitive vigilance and the main thrust is on the systems improvements in the organisation. Various activities of vigilance department during the year 2016-17 are as under :

[i] The Company has already implemented e-procurement policy (Rs.2 lakhs & above) as per the guidelines of the Ministry across all the divisions.

[ii] The disposal of scrap materials is also being done through e-tendering by MSTC for all the divisions.

[iii] As per the instructions of Central Vigilance Commission (CVC) and Ministry, quarterly structured meetings of vigilance department with the management are being conducted regularly. During 2016-17, 4 (four) meetings were conducted. Issues related to e-governance, leveraging of technology, updation of DOP, etc. have been discussed.

[iv] Tea division, Engineering Division and Electrical Division have commenced e-procurement & e-payment.

[v] Updation of manuals is undertaken by respective functional heads / departments; and in case the draft manual is forwarded to Vigilance Department before putting up to the Board, the same is examined.

[vi] Training programme : Periodical training programmes, workshops, interactive sessions, presentation etc. are organized by Vigilance Study Circle, Kolkata Chapter. Being a corporate member, the programmes are attended by Officers from different departments of AYCL as per the nomination of the Management.

[vii] Annual Property Returns : Annual Property Returns of executives and non-unionized supervisors are being scrutinized regularly as per the guidelines of CVC.

[viii] Vigilance awareness week : Vigilance awareness week was observed from 31st October, 2016 to 5th November, 2016 at all the locations/offices of AYCL. Various competitions, workshops and seminars are conducted during the week for the employees of the Company. Online Integrity Pledge had been taken by the employees of the Company and individual certificates downloaded. Whistle Blower Mechanism and PIDPI guidelines of CVC were deliberated upon as well as affixed on the notice board of the Registered Office of the Company for perusal of the employees. Workshop/ Sensitization programme on Purchase Procedure and Conduct, Discipline & Appeal Rules of the Company was conducted at the Registered Office of the Company.

[ix] Customer redressal camp had been organized at the Yule Tea Lounge at Eco Park, New Town, Kolkata.

[38] PROGRESSIVE USE OF HINDI

In AYCL, the Unicode system has been implanted in majority of the computers of the Company. The Company has provided Hindi Language software in computers and imparting training to its employees, so that AYCLâs employees can use the same in their day-to-day workings. For propagating and implementation of the provisions of Official Language Act, 1963, the company is continuously organizing Hindi competitions like slogan writing, Kabya Path Competition, etc., and the same are published in the in-house magazine âYule Observerâ. Employees are being given retraining under the âHindi Education Schemeâ which is a continuous process in the Company. Employees of the company are encouraged to participate in various competitions in Hindi conducted by other institutions.

[39] CORPORATE WEBSITE OF THE COMPANY

The Company maintains a website www. andrewyule.com where detailed information of the Company is provided.

[40] RESEARCH & DEVELOPMENT (R & D) FACILITIES OF THE COMPANY

The main focus of in house R & D facilities in the Company is to provide continuous up-gradation to the existing products to match the demand of the domestic market as well as to grab the opportunity in export market. Some of the R & D activities carried out by the companyâs different Divisions were as follows :

[a] For Tea research & development, we are members of Tea Research Association, under Tea Board, Ministry of Commerce. Latest developments/recommendations are adopted by the Company for improving land productivity and quality of our tea produce.

[b] Engineering Division has developed Metal Die casting to cater to almost 80% of the full range of newly developed Axial Fan. The new design for development for Jet fans has already been commenced.

[c] Electrical Division has developed Level II type transformers upto 100 KVA and it has been initiated in a phased manner to cater to the needs of the ongoing DDUJY & IPDS Projects.

[d] Electrical Division has taken initiative for development of infrastructural facility for dry type transformer upto 3MVA and Power Transformer upto 12.5 MVA 33kV class has already been initiated to include a mix in the product basket.

[41] CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

[42] PROCU REMENT FROM MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT (MSMED) ACT, 2006

As per requirement of Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 and notifications issued by Central Government in this regard, PSUs are required to purchase minimum 20% of total annual purchase of specified products produced and services rendered by MSEs. It further requires that 4% out of 20% shall be earmarked for procurement from MSEs owned by Scheduled Castes or Scheduled Tribes entrepreneurs. It also requires the PSUs to report goals set with respect to aforesaid procurement and achievements made thereto in its Annual Report.

In this regard, it is to mention that the total procurement of goods during 2016-17 amounts to Rs.169.71 crores out of which total value of goods procured from MSEs (including MSEs owned by Scheduled Castes or Scheduled Tribes entrepreneurs) is Rs.95.21 crores which amount to 56.10% of total annual procurement of products produced by MSEs.

Thus, the Company is complying with requirement of MSMED Act, 2006.

[43] TRAINING PROGRAMME

During theyear 2016-17, total 22 training programmes (internal and external) were conducted. Out of 156 participants who were imparted training during the year in various programmes, 52 were executives and unionized supervisors and 104 workers. Total 156 man days of training was completed on various topics during the year under review.

AYCL has been encouraging its workmen to show their inherent skills and has been providing various platforms to exhibit their skill.

[44] STATUTORY AUDITORS AND AUDIT REPORT

In terms of Section 143 (5) of the Companies Act, 2013, M/s V. Singhi & Associates, Chartered Accountants have been appointed by the Comptroller & Auditor General of India as auditors of your Company for the financial year 2016-17. The Statutory AuditorsâReport is attached, which is self explanatory.

In respect of the comments made by the Statutory Auditors in their report, your Directors have stated that:

Type of Audit Qualification		Management Explanation
Standalone Audit Qualification
[1]	No provision has been made in respect of diminu-	Diminution in the value of long term equity investment as stated point no. 1 is in the opinion of the management not of a permanent nature and accordingly no provision has been made in the Accounts. A suitable disclosure in this regard has been made in the Note No.10.08.

	tion in the value of investments in WEBFIL Ltd., Fort

	Gloster Industries Ltd., Katras Jherriah Coal Co. Ltd., The New Beerbhoom

	Coal Co. Ltd. amounting to Rs.33.84 lakh.

[2]	No provision for diminution in the value of investments in 6% Cumulative Redeemable Preference Shares amounting to Rs.204.40 lakh and Zero Rate Unsecured Redeemable Bond amounting to Rs.305.00 lakh of WEBFIL Ltd.	The Company has decided to increase the moratorium period in respect of 6% Cumulative Redeemable Preference Shares-WEBFIL of Rs.204.40 lakh and WEBFIL Ltd. Zero Rate Unsecured Redeemable Bond of Rs.305.00 lakh for a period of 7 (seven) years commencing from 1st April, 2014 and 20th December, 2014, respectively. Hence, Management feel no provision is required and suitable disclosure in this regard has been made in the Note No.10.22.
Consolidated Audit Qualification
[3]	No provision has been made in the Financial Statements for diminution in the value of non-current investments amounting to Rs.543.24 lakh (Refer Note No.10.10).	Diminution in the value of long term equity investment as stated in point no. 3, it is in the opinion of the management not of a permanent nature and accordingly no provision has been made in the Accounts. A suitable disclosure in this regard has been made in the Note No.10.10. The Company has decided to increase the moratorium period in respect of 6% Cumulative Redeemable Preference Shares-WEBFIL of Rs.204.40 lakh and WEBFIL Ltd. Zero Rate Unsecured Redeemable Bond of Rs.305.00 lakh for a period of 7 (seven) years commencing from 1st April, 2014 and 20th December, 2014, respectively. Hence Management feel no provision is required and suitable disclosure in this regard has been made in the Note No.10.27.
[4]	In the financial statements of The Hooghly Printing & Co .Ltd : The difference in value as per books of account and audited financial statements as on 31st March, 2016 in respect of Plant & Machinery for Rs.0.10 lakh being short as per books of account and in respect of Furniture for Rs.0.07 lakh being excess as per books of account have been adjusted during the year crediting the Statement of Profit and Loss for the year by Rs.0.03 lakh (net). We are unable to comment on the reason for such opening difference and the basis of adjustment.	The matter will be reviewed in next financial year.

[5]	In the financial statements of The New Beerbhoom Coal Co. Ltd. :
	[a] No provision has been made in the financial statements for diminution in the value of long term Investments in Yule Financing and Leasing Co. Ltd., Yule Agro Industries Ltd. & WEB-FIL Ltd. amounting to Rs.8.67 lakh. Group share in Consolidated Financial Statements is Rs.2.86 lakh (Refer Note No. 10.11[ii]).	Diminution in the value of long term equity investment as stated in point No. 5(a) it is in the opinion of the management not of a permanent nature and accordingly no provision has been made in the Accounts.
	[b] No provision has been made against non realisability of the principal on maturity amounting to Rs.4.50 lakh due from a bod)) corporate. Group Share in Consolidated Financial Statements is Rs.1.48 lakh. (Refer Note No. 10.11[iv]).	Regarding the matter stated in point No. 5(b) Management is of the view that the amount is realisable.
[6]	In the financial statements of Katras Jherriah Coal Co. Ltd. :
	[a] Only those claims in relation to coking/non coking coal mines have been admitted by the respective commissioners of payments or are subject to appeal filed b) the claimants and still pending with the Appellate Courts have been included in other long term liabilities. Accordingly, the extent of adjustments as may be required in respect of claims under appeals still pending with the Appellate Court is not ascertainable. Refer Note 10.15(a).	Financial impact is not ascertainable and the matter is sub-judiced.

	[b] From the available records and information it has not been possible to ascertain the extent to which amount receivable Rs.1.79 lakh ma) eventually be realized. Group Share in Consolidated Financial Statements is Rs.0.57 lakh [Refer Note No. 10.11(v)].	The amount stated in point no. 6(b) is realisable as per the opinion of the Management.
	[c] No provision has been made against diminution in value of investments in Yule Agro Industries Ltd. and The New Beerbhoom Coal Co. Ltd. amounting to Rs.4.73 lakh. Group Share in Consolidated Financial Statements is Rs.1.50 lakh (Refer Note No. 10.11[iii]).	Diminution in the value of long term equity investment as stated in point no. 6(c) it is in the opinion of the management not of a permanent nature and accordingly no provision has been made in the Accounts.
	[d] No provision has been made against non realisability of the principal on maturity amounting to Rs.2.00 lakh due from a body corporate. Group share in the Consolidated Financial Statements is Rs.0.63 lakh (Refer Note No. 10.11[vi]).	The amount stated in point no. 6(d) is realisable as per the opinion of the Management.
[7]	In the financial statements of Yule Electrical Ltd. & Yule Engineering Ltd. : The financial statements of Yule Electrical Ltd. and Yule Engineering Ltd. indicate that the companies are not going concern as defined in Accounting Standard 1 on Disclosure of Accounting Policies issued by the Institute of Chartered Accountants of India since there are no operating activities in the current )ear as well as in recent past.	Noted.

[45] SECRETARIAL AUDITOR AND AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Vinod Kothari & Company, Practising Company Secretaries to conduct Secretarial Audit of the Company for the financial year ended 31st March, 2017. Accordingly, they have conducted Secretarial Audit for the year 2016-17 and submitted Secretarial Audit Report in Form No. MR-3 which is attached hereto as Annexure V and forms part of the Boardâs Report.

The observations of the Secretarial Auditor alongwith Management Explanation are tabulated as under :

Matter of Emphasis

Management Explanation

[1] As on 31st March, 2017, the Board was comprised of 8 (Eight) directors, viz.,

[a] 3 (Three) were Whole Time Directors, viz. Director (Personnel) and Chairman & Managing Director (Addl. Charge), Director (Finance) and Director (Planning),

[b] 2 (Two) were Parttime Non-executive Government Nominee Directors from Department of Heavy Industries; and

[c] 3 (Three) were Nonexecutive Independent Directors.

Pursuant to section 152(6) of the Act, 2/3rds of the total directors (except Independent Directors) of a company shall be rotational directors. Thus, while the Company needed 3 (Three) rotational directors, it had only 2 (Two) rotational directors on its Board.

Functional Directors of PSUs are appointed by GOI as per the recommendations of PESB. Govt. Nominee and Independent Directors are appointed by Administrative Ministry. Hence, the Company could not comply with the said provision.

[2] In terms of sec 149 (4) of the Act, Regulation 17(1)(b) of the Listing Regulations, 2015, where Chairman of the Board is an executive director, atleast half of the Board shall comprise of Independent Directors. In view of the total number of non-independent directors on board, viz., 5 (Five) directors, the Company has only 3 (Three) Independent Directors on its Board. Thus, the Board of directors of the Company is not duly constituted in terms of the Act, Listing Regulations, 2015 and the Corporate Governance Guidelines issued by Department of Public Enterprises.	Functional Directors of PSUs are appointed by GOI as per the recommendations of PESB. Govt. Nominee and Independent Directors are appointed by Administrative Ministry. Hence, the Company could not comply with the said provision.
[3] Since there were no Independent Directors on the Board of Directors from 1st April, 2016 till 11th August, 2016, the provisions of the Act and the Listing Regulations, 2015 relating to the composition of the Committees, viz., Audit Committee, Nomination and Remuneration Committee, CSR Committee, were not complied with by the Company during that period.	Functional Directors of PSUs are appointed by GOI as per the recommendations of PESB. Govt. Nominee and Independent Directors are appointed by Administrative Ministry. Since there were no Independent Directors on the Board of Directors of the Company during the period 1st April, 2016 till 11th August, 2016, Audit Committee, Nomination and Remuneration Committee and CSR Committee could not be constituted at that time.
[4] The Company has constituted Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee at its board meeting held on 12th August, 2016. However, the Company was unable to hold the requisite number of Audit Committee meetings during the Financial Year 2016-17 as required under regulation 18 of the Listing Regulations, 2015.	Functional Directors of PSUs are appointed by GOI as per the recommendations of PESB. Govt. Nominee and Independent Directors are appointed by Administrative Ministry. Since, Independent Directors were appointed on 12th August, 2016, the Company could not convene requisite number of Audit Committee meetings during the Financial Year 2016-17 as required under regulation 18 of the Listing Regulations, 2015.

[5] As reflected from the financial	Functional Directors of PSUs
statement of the Company for	are appointed b) GOI as per
the Financial Year 2016-17, the	the recommendations of
Company has granted loan to its	PESB. Govt. Nominee and
wholly owned subsidiaries and	Independent Directors are
has provided guarantee to its	appointed by Administrative
Associate Companies. However,	Ministry. Since there were
the same was not approved b)	no Independent Directors on
the Audit Committee, in terms	the Board of Directors of the
of section 177(4)(iv) and (v) of	Company, Audit Committee
the Act, since the Audit Commit	could not be constituted at
tee did not exist on the relevant	that time and the Company
date. The said transactions were	could not comply with the
placed before the Board and the	said provisions.
Committee of the Board for re-
view and approval.

[46] COST AUDITORS AND COST AUDIT REPORT

The Company has appointed M/s. DGM & Associates, Cost Accountants (Firm Registration No: 000038) as Cost Auditors of the Company for the year 2017-18 at the remuneration as set out in Item No.5 of the Explanatory Statement attached to the Notice, which is subject to the ratification of the members in the ensuing Annual General Meeting.

The Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

[47] COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA ON THE ACCOUNTS

The Comptroller and Auditor General of India (CAG) had conducted Supplementary Audit under Section 143(6)(a) of the Companies Act, 2013 of the financial statements of Andrew Yule & Co. Ltd. for the year ended 31st March, 2017. The comments of Comptroller & Auditor General of India under Section 143(6)(b) of the Companies Act, 2013 on the Accounts of the Company for the year 2016-17 forms part of this report.

[48] GREEN INITIATIVES

As in the previous years, this year also, the electronic copies of the Notice have been sent to all the Members whose email IDs are registered with the Company/Companyâs Registrar and Share Transfer Agent/ Depository Participant(s) for communication purposes. The electronic copies of the Annual Report for the year 2016-17 are being sent to all Members whose email addresses are registered with the Company/Companyâs Registrar and Share Transfer Agent/ Depository Participant(s). For members who have not registered their email addresses, physical copies of Annual Report are being sent in the permitted mode.

[49] CAUTIONARY STATEMENT

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

[50] ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the endeavour of the employees at all levels and the services rendered by them.

For and on behalf of the Board

De basis Jana

Kolkata, Chairman & Managing Director

21st August, 2017 DIN: 07046349

Mar 31, 2015

The Members of ANDREW YULE & CO. LTD.

The Directors take pleasures in presenting the Sixty-seventh Annual Report together with the audited financial statements for the year ended 31st March, 2015. The Management Discussion and Analysis has also been incorporated into this report.

[01] FINANCIAL HIGHLIGHTS :

The financial highlights of your Company for the year ended 31st March, 2015, is as under :

[Rs. in lakhs]

Particulars 2014-15 2013-14

Revenue from operations 40213.88 37738.87

(Net) and other Income

Profit before Tax 1389.16 2542.65

Provision for Tax :

Â Current Tax 97.04 275.68

- Deferred Tax (-) 3.94 37.71

Profit after Tax 1296.06 2229.26

Balance brought forward 241.39 (-)1487.87

from previous year

Transfer to Bond Redemption 166.67 500.00

Reserve

Depreciation Adjustments 183.86 ...

Proposed Dividend 333.64 ...

Dividend Distribution Tax 66.71 ...

Balance carried forward to 786.57 241.39

Balance Sheet

[02] DIVIDEND :

In view of improved financial position, your Directors have the pleasure in recommending a dividend of 5% on the Paid-up value of Shares of Rs.2/- each for the financial year 2014-15.

[03] OPERATIONS :

[3.1] Tea :

As reported earlier, Company's changed agricultural policy pursued over the years has resulted in higher yield and better quality standard. But tea industry as a whole is facing difficulties in absorbing continued increase in the cost of wages, food grains for the workers etc. However, with the improved field practices, large scale uprooting/replanting, and modernisation of factories, Tea Division's working is expected to improve further. Therefore, Tea Division is confident to maintain its profitability in future.

[3.2] Electrical :

The performance of the Division improved considerably compared to that of the previous year.

The Division is gearing-up to meet the increasing challenges through adoption of modern technology and introduction of new products to suit the needs of power utility agencies.

[3.3] Engineering :

The order in-take position of Engineering Division continues to be encouraging but despite of all efforts the expected level of activity could not be achieved as execution thereof became difficult owing to paucity of working capital. However, every endeavour is being made to provide requisite financial support for gradual improvement in the performance of the Division.

Your Directors hope that some positive result may be achieved during the current financial year.

[04] BIFR STATUS :

The Board for Industrial and Financial Reconstruction (BIFR) vide their letter dated 26th November, 2007, forwarded the sanctioned scheme as approved at the hearing held on 30th October, 2007, in terms of Section 19(3) read with Section 18(4) of SICA with the 'Cut-of- Date' of 31st March, 2006.

The impact of most of the reliefs and concessions given by Secured Creditors and other stakeholders viz. Government of India, Government of West Bengal, Government of Assam, WBIDC, P.F. Authorities, Nationalised Banks and others as per the approved Rehabilitation Scheme has been considered in the books of accounts during the year 2007-08 to 2014-15. Balance will be considered in the Books of Accounts for the year 2015-16.

[05] MANAGEMENT DISCUSSION & ANALYSIS REPORT :

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India is presented in a separate Section forming part of Annual Report as Annexure-I.

[06] CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Section on Corporate Governance Practices followed by the Company, together with a certificate from the Company's Auditor confirming compliance forms an integral part of this report.

[07] SUBSIDIARY COMPANIES :

Pursuant to the Circular dated 8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India and Section 136 of the Companies Act, 2013, which has exempted Companies from attaching the Annual Reports and other particulars of its subsidiary Companies along with the Annual Report of the Company, the Annual Reports of the Subsidiary Companies viz. (i) Hooghly Printing Co. Ltd., (ii) Yule Engineering Ltd. and (iii) Yule Electrical Ltd are not attached with this Annual Reports.

The financial statements of the subsidiary Companies are kept for inspection by the Shareholders at the Registered Office of the Company. The Company shall provide free of cost, the copy of the financial statements of its subsidiary Companies to the Shareholders upon their request. The statements are also available on the Website of the Company www.andrewyule.com.

[08] PERFORMANCE OF SUBSIDIARIES AND ASSOCIATE COMPANIES :

As required under Rule 8(1) of the Companies (Accounts) Rules 2014, the performance and financial positions of the relevant entities as included in the consolidated financial statements are provided hereinbelow :

[Rs. in lakh]

Name of the Entity Relationship Turnover Profit Net after Tax worth

Hooghly Printing Subsidiary 1599.05 6.71 387.61 Co. Ltd.

Yule Engineering -do- ... (0.31) 3.37 Ltd.

Yule Electrical Ltd. -do- ... (0.22) (5.07)

Tide Water Oil Co. Associate 119207.00 15855 49948 (I) Ltd.

The New -do- ... (0.64) 30.65 Beerbhoom Coal Co.Ltd.

Katras Jherriah Coal -do- ... (1.66) 16.54

Co. Ltd.

[09] CONSOLIDATED FINANCIAL STATEMENTS :

The consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS 21) issued by the Institute of Chartered Accountants of India form part of this Annual Report.

[10] DIRECTOR'S RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Director's Responsibility Statement, it is hereby confirmed that :

[i] In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any.

[ii] The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit and Loss of the Company for that period.

[iii] 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.

[iv] The Directors had prepared the annual accounts on a going concern basis; and

[v] The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

[vi] 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.

[11] PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

The Company has not given any loan, guarantee or made any investments exceeding 60% of its Paid-up Share Capital, free reserves and securities premium accounts or 100% of its free reserves and securities premium account whichever is more as prescribed in Section 186 of the Companies Act, 2013.

However, details of loans, guarantee and investments covered under provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

[12] DIRECTORS :

ShrlA.M. Manichan, Deputy Director, Department of Heavy industry was appointed as a Director of the Company with effect from 7th November, 2014, in place of ShrlDinesh Kumar, Dy. Director, IF Wing, Dept. of Heavy industry.

Ms. Sanyukta Samaddar, Director (Vigilance), Department of Heavy industry has been appointed as Director on the Board of the Company with effect from 27th May, 2015 in place of Shri A.M. Manichan, Dy. Director, Department of Heavy industry.

The Board of Directors place on record the valued guidance received from Shri Dinesh Kumar and Shri A.M. Manichan during their tenure of Directorship in the Company.

Shri R.C. Sen has been appointed as Director (Finance) of your Company with effect from 19th March, 2015.

Ms. Sanyukta Samaddar, Director of the Company, who retires from the Board by rotation and being eligible offers herself for re-appointment.

[13] CORPORATE SOCIAL RESPONSIBILITY :

As part of its initiatives under 'Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Education, Skill Development, Women Empowerment, Health, Water Sanitation, Village Development etc. during the year 2014-15. These Projects are largely in accordance with Schedule VII of the Companies Act, 2013. The prime focus is on skill development which is being successfully accomplished.

On different CSR activities your Company had Incurred Rs.19.84 lakh during 2011-12, Rs.30.91 lakh during 2012-13, Rs.37.10 lakh during 2013-14 and Rs.27.17 lakh during 2014-15.

[14] BUSINESS RISK MANAGEMENT :

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of Committee and Its terms of reference are set out in the Corporate Governance Report and forming part of the Board's Report.

[15] EXTRACT OF ANNUAL RETURN :

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

[16] MEETINGS :

During the year four Board Meetings and twenty-two Committee of Directors Meetings were convened and held.

The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

[17] CHANGES IN SHARE CAPITAL :

Paid-up Share Capital of your Company as on 1st April, 2014 was Rs.6522.77 lakh. During the year under review the Company has Issued Shares of Rs.150.00 lakh to State Bank of India as per BIFR Order dated 30th October, 2007. Paid-up Share Capital as on 31st March, 2015 is Rs.6672.77 lakh.

As on 31st March, 2015, none of the Directors of the Company hold Shares of the Company.

[18] RELATED PARTY TRANSACTIONS :

All the related party transactions that were entered Into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

[19] DISCLOSURE UNDER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES,2014 :

[i] Financial summary or highlights : As detailed under the heading "Financial Highlights".

[II] Change in the nature of business, if any : None

[III] Details of Directors or Key Managerial Personnel who were appointed or resignation during the year :

[a] Director's appointed : Shri A.M. Manichan

Shri R. C. Sen.

[b] Director's resigned : Shri Dinesh Kumar. [c] Changes in KMP's : Shri R. C. Sen.

[iv] Details relating to deposits : There were no fixed deposits from the Public Outstanding of the Company at the end of the financial year.

[v] There has not been any deposit, which is not in compliance with the requirements of Chapter V of the Companies Act, 2013.

[vi] No significant and material orders have been passed by any regulator(s) or Court(s) or Tribunal(s) Impacting the going concern's status and Companies operations in future.

[vll] Adequacy of Internal Financial Control : Your Company has an adequate system of internal control procedure as commensurate with the size and return of business, which ensures that all assets are safeguarded and protected against loss and all transactions are recorded and reported correctly.

The Internal Control System of the Company is monitored and evaluated by the Internal Auditors appointed by your Company.

[20] AUDITORS :

[20.1] STATUTORY AUDITORS :

The Comptroller and Auditor General of India had appointed M/s. Gupta & Co., Chartered Accountants as Auditor for the year ended 31st March, 2015.

[20.2] SECRETARIAL AUDITO R :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. S. Deepak & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as "Annexure-III".

[21] AUDITORS REPORT :

In respect of the comments made by the Statutory Auditors in their report, your Directors have clarified the same as under :

"Diminution in the value of long term equity investment amounting to Rs.14.50 lakhs in WEBFIL Ltd., is in the opinion of the management not of a permanent nature and accordingly no provision has been made in the Accounts. A suitable disclosure in this regard has been made in the Statement No.10.08".

In respect of the comments made by the Secretarial Auditors in their report, your Directors have clarified the same as under :

"Audit Committee cannot be formed due to lack of required Independent Directors on the Board. Concerned Ministry has already been informed for appointing sufficient number of Independent Directors on the Board."

[22] INDUSTRIAL RELATIONS :

During the year under review, Industrial Relations at the Company's units continued to remain cordial and peaceful.

[23] PARTICULARS OF THE EMPLOYEES :

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of The Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

[24] ROLE OF VIGILANCE :

The Vigilance Department of your Company contributed to various spheres of the Company's functions in a meaningful manner. Though the main stream activities are on prevention of corruption for which the orthodox methods of carrying out periodic and surprise inspection are in place, the Vigilance Department focused on revision of extant rules, procedures and systems to bring adequate transparency and reduce human interface in various operation of the Company.

CVC guidelines which was received by the Company from time to time were followed as preventive measures.

[25] RAJBHASA :

Your Company is committed to the implementation of the Official Language Policy of Government of India and has complied with the requirements under the Official Language Act, 1963, and the rules thereunder.

[26] ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

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

[27] ACKNOWLEDGEMENTS :

Your Directors place on record their appreciation of the endeavour of the employees at all levels and the services rendered by them.

The Board also gratefully acknowledges the valuable guidance, support and cooperation received from Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises, Government of India as well as other Ministries in both Central and State Governments.

The Board is also thankful to the Company's valued shareholders, esteemed customers for their valued patronage and for the support received from the bankers, financial institutions, bondholders and suppliers in India and abroad.

On behalf of the Board, Kolkata, (KALLOL DATTA) 30th May, 2015. Chairman & Managing Director.

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Annual Report and Accounts of the Company for the financial year ended 31st March, 2014.

[01] FINANCIAL RESULTS [Rs. in lakhs]

Profit before Taxation 2542.65

Less: Tax Expenses :

[a] Provision for Current Tax 275.68

[b] Deferred Tax 37.71

313.39

Profit for the year (PAT) 2229.26

Add: Balance of statement of Profit & Loss as per last Account after adjustment (-)1487.87

741.39

Less: Transfer to Bond Redemption Reserve 500.00

Balance carried over to Balance Sheet 241.39

[02] DIVIDEND :

Due to insufficient balance in Profit & Loss Account your Directors regret their inability to recommend payment of any dividend for the year ended 31st March, 2014.

[03] CONTRIBUTION TO NATIONAL EXCHEQUER :

Your Company contributed Rs.1795.78 lakhs during the year to national exchequer by way of taxes, duties, levies, cess, etc.

[04] OPERATIONS :

[4.1] Tea :

The Tea Division has recorded an excellent performance by achieving a highest ever turnover which is attributable to increase in production, price, improved quality and favourable market for tea industry. As reported last, Company''s changed agricultural policy pursued over the years has resulted in higher yield and better quality standard.

The Tea Industry as a whole is experiencing difficulties in absorbing the continued increase in the cost of wages food grains for the workers. The situation is further aggravated by severe drought which continued during the earlier part of the current financial year. However, with the improved field practices and adoption of effective cost control measures the division is confident to maintain its profitability.

[4.2] Electrical :

The performance of the Division improved considerably compared to that of the previous year.

The Division is gearing-up to meet the increasing challenges through adoption of sophisticated technology and introduction of new products to suit the needs of power utility agencies.

[4.3] Engineering :

The order in-take position of Engineering Division continues to be encouraging but despite of all efforts the expected level of activity could not be achieved as execution thereof became difficult owing to paucity of working capital.

However, every endeavour is being made to provide requisite financial support for gradual improvement in the performance of the Division.

Your Directors hope that some positive result may be achieved during the current financial year.

[05] BIFR STATUS :

The Board for Industrial and Financial Reconstruction (BIFR) vide their letter dated 26th November, 2007, forwarded the sanctioned scheme as approved at the hearing held on 30th October, 2007, in terms of Section 19(3) read with Section 18(4) of SICA with the ''Cut-of-Date'' of 31st March, 2006.

The impact of most of the reliefs and concessions given by Secured Creditors and other stakeholders viz. Government of India & Government of West Bengal, Government of Assam, WBIDC, P.F. Authorities, Nationalised Banks and others as per the approved Rehabilitation Scheme has been considered in the books of accounts during the year 2007-08 to 2013-14. Balance will be considered in the Books of Accounts for the year 2014-15.

[06] FIXED DEPOSIT :

Deposits from the public and others amounted to Rs. NIL as on 31st March, 2014.

[07] EXPORT :

The Company''s exports during the year were Rs.185.65 lakhs on F.O.B. basis.

[08] PROSPECTS :

Your Company is in existence for long 150 years. 2013-14 is the seventh consecutive profitable year of your Company since its turnaround in 2007-08. Your Company has drawn up its Road Map to reach a turnover of Rs.1000 crores by 2020, for which a strategic planning is being drawn.

Your Company''s financial results in current fiscal year have been encouraging and it is expected that your Company will be able to set a new land mark in turnover and growth by the end of current financial year.

[09] SUBSIDIARY :

The performance of Hooghly Printing Co. Ltd., the wholly owned subsidiary continued to be profitable. The sales achieved was ''1579.90 lakh compared to ''949.76 lakh in the previous year. The profit before tax recorded was ''14.83 lakh as against Rs.10.59 lakh in the year 2012-2013.

[10] CONSERVATION OF ENERGY, TECHNOLOGY ADOPTION AND FOREIGN EXCHANGE EARNINGS :

As required under Section 217(1)(e) of the Companies Act, 1956 (Act) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988, the information is annexed.

[11] AUDITORS'' REPORT :

In respect of the comments made by the Statutory Auditors in their report, your Directors have clarified the same as under :

"Diminition in the value of long term equity investment amounting to Rs.14.50 lakh in WEBFIL Ltd., is in the opinion of the management not of a permanent nature and accordingly no provision has been in the Accounts. A suitable disclosure in this regard has been made in the Statement No.10.08".

[12] COMPTROLLER & AUDITOR GENERAL OF INDIA''S REVIEW AND COMMENTS :

The Comptroller and Auditor General of India has no comments upon or supplement to the Auditors'' Report under Section 619(4) of the Companies Act, 1956, on the Accounts of the Company for the year ended 31st March, 2014. Comments of the Comptroller & Auditor General of India is annexed to this report.

[13] HUMAN RESOURCES DEVELOPMENT :

The Company considers its human resources as valuable assets and endeavours to provide an environment where each employee is motivated to contribute his best to achieve the Company''s objective. Training and development of its personnel is a priority and is ensured though succession planning, job rotation, on the job training & training programme workshops. Total number of training mandays during 2013-14 were 270 imparted in house, at some professional institutes in India and at Chambers of Commerce & Industry.

The total number of employees of the Company and its subsidiaries as on 31st March, 2014 stood at 15027.

[14] MAJOR ACCOUNTING POLICIES :

The major accounting policies of the Company are annexed to the Accounts.

[15] CORPORATE GOVERNANCE REPORT :

As per Clause 49 of the Listing Agreement with the Stock Exchanges a Report on Corporate Governance together with a certificate from the Auditors regarding compliance of conditions of Corporate Governance is annexed and forms part of this Annual Report.

In respect of the comments made by the Statutory Auditors in their Report, your directors have to state that appointment of requisite number of Non-Executive Independent Director on Board by Competent Authority is still under process.

[16] CORPORATE SOCIAL RESPONSIBILITY :

Your Company''s well entrenched CSR philosophy recognizes the following area as the thrust areas for its activities Â Skill Development & Women Empowerment, Health & Education and Village Development.

Your Company had taken up different Training Programmes for Skill Development & Women Empowerment in collaboration with various parties :

[a] Vocational Training Centre at Rasapunja, Bakrahat, Thakurpukur in collaboration with the NGO "The Lily Foundation".

[b] Vocational Training Centre at Dhulai, Bankura in collaboration with the NGO "The Lily Foundation".

[c] Vocational Training Centre at Binaguri, Jalpaiguri District in collaboration with the NGO "NISWARTH".

[d] Vocational Training Centre for women empowerment at Bishnupur, Kolkata in collaboration with the NGO "Sutanutir Sakhya".

[e] Vocational Training Centre for women empowerment at upper Assam in collaboration with the NGO "Garia Sarda Home for Women & Children Welfare".

Your Company had started a Night School since 2011 at "YULE HOUSE", to uplift the poor street children and more than 50 children are attending their class regularly.

Arrangement of Drinking Water facilities were taken up by your Company at a school run by Perungudi Panchyat at Chennai, and nine schools at Naharkatia District, Dibrugarh, Assam.

Your Company started Health Camps in Assam Gardens in association with "Bhavishya Nirman".General Health check-ups and eye operations were arranged on a regular basis through Camps with the help of Garden Hospital infrastructure. Two Laparoscopic sterilization Camps and five Medical Camps were organized by your Company. In Assam various HIV awareness Camps were also organized by your Company and free condom vending machines were installed.

In West Bengal with the help of the NGO "NISWARTH", Dental Camps, free Eye Testing Camps and Camps for the Disabled were organized by your Company. In the Camps for the Disabled, your Company along with the district administration distributed "Disability Cards" and other aids and appliances such as Wheel Chairs, Crutches etc.

To increase the awareness of sanitation, a programme of free distribution of Sanitary Napkin was taken up by your Company at the schools near Khowang, Bhamun and Hingrijan Tea Estates. More than 1000 girl students were benefited from the scheme.

Your Company in collaboration with "Association of Voluntary Blood Donors, West Bengal" had organized a day long Training Programme at Seva Kendra Calcutta, Two University Level education programmes at Suri Vidya Sugar Collage and Ramkrishna Mission Vidya Mandir, Belur Math and ten education programmes at different schools.

Under village development activities, Totgaon village in Dooars had been enlisted by your Company. Your Company had provided 12 Tube Wells for safe drinking water and 24 Sanitary Toilets as a necessary measure to ensure improvement of general health and hygiene. Your Company had also proposed to provide for further development of this village in terms of availability of drinking water, Sanitary Toilets, Solar Street Lights etc.

For Sustainable Development your Company had made every effort to arrest environmental damage.

For Rain Water Harvesting, your Company had started with recharge of ground water and storage at Banarhat Tea Estate which had yielded encouraging result.

To generate pollution free power, your Company had installed and commissioned 3 KW Wind Turbine at Perungudi Factory in Chennai and 2500 KW electricity had already been generated from the project.

On different CSR activities your Company had incurred Rs.19.84 lakh during 2011-12, Rs. 30.91 lakh during 2012-13 and Rs. 37.10 lakh during 2013-14.

[17] CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with Accounting Standard 21 Consolidated Financial Statements form part of this Annual Report & Accounts.

[18] DIRECTORS'' RESPONSIBILITY STATEMENT :

In terms of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that :

[i] In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures wherever applicable.

[ii] The Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Accounting year and of the profit/loss of the Company for that period.

[iii] The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

[iv] The Directors have prepared annual accounts on a going concern basis.

[19] AUDITORS :

The Comptroller and Auditor General of India had appointed M/s. Gupta & Co., Chartered Accountants as Auditor for the year ended 31st March, 2014.

M/s.DGM & Associates, Cost Accountants had been appointed as Cost Auditors for Engineering Division for the year ended 31st March, 2014. The due date for filing Cost Audit Report for the financial year 2013-14 is 30th September, 2014.

[20] DIRECTORS :

Shri Harbhajan Singh ceased to be Director with effect from 28th January, 2014 and Shri Rajesh Kumar Singh, Joint Secretary to the Government of India, Department of Heavy Industry was appointed a Director in the casual vacancy caused by the vacation of the office by Shri Harbhajan Singh.

Shri S.K. Goyal, Ex-Director (Finance), Department of Heavy Industry ceased to be Director with effect from 19th March, 2014 and Shri Dinesh Kumar, Deputy Secretary, IF Wing, Department of Heavy Industry was appointed a Director in the casual vacancy caused by the vacation of the office by Shri S.K. Goyal.

Shri Rajesh Kumar Singh, Director of the Company retires from the Board, by rotation and being eligible offers himself for re-appointment.

Late Amitava Dhar, Director (Finance) of the Company passed away at the early hours of 29th July, 2014.

The Board places on record its deep appreciation of the valuable services and guidance rendered by Late Amitava Dhar during his association with the Company.

[21] ROLE OF VIGILANCE :

The Vigilance Department of your Company contributed to various spheres of the Company''s functions in a meaningful manner. Though the main stream activities are on prevention of corruption for which the orthodox methods of carrying out periodic and surprise inspection are in place, the Vigilance Department focused on revision of extant rules, procedures and systems to bring adequate transparency and reduce human interface in various operation of the Company.

CVC guidelines which was received by the Company from time to time were followed as preventive measures.

On the Punitive side, confidential enquiries and investigations were initiated on verifiable complaints brought to the notice of Vigilance Department and appropriate disciplinary action set-in motion as and when mis-conduct were prima facie established.

[22] RAJBHASA :

Your Company is committed to the implementation of the Official Language Policy of Government of India and has complied with the requirements under the Official Language Act, 1963, and the rules thereunder.

[23] PARTICULARS OF EMPLOYEES :

No employee of the Company received remuneration in excess of the limit prescribed in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

[24] APPLICABILITY OF THE COMPANIES ACT, 1956 :

As clarified by the Government of India, Ministry of Corporate Affairs, vide its General Circular No.08/2014 dated 4th April, 2014, the information given and contents of this Report are governed by the relevant Provisions/Schedules/Rules of the Companies Act, 1956.

[25] ACKNOWLEDGEMENT :

Your Directors place on record their appreciation of the endeavour of the employees at all levels and the services rendered by them.

The Board also gratefully acknowledges the valuable guidance, support and cooperation received from Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises, Government of India as well as other Ministries in both Central and State Governments.

The Board is also thankful to the Company''s valued shareholders, esteemed customers for their valued patronage and for the support received from the bankers, financial institutions, bondholders and suppliers in India and abroad.

On behalf of the Board, Kolkata, (KALLOL DATTA) 11th August, 2014. Chairman & Managing Director.

Mar 31, 2013

The Directors have pleasure in presenting the Annual Report and Accounts of the Company for the financialyear ended 31 st March, 2013.

[01.0] FINANCIAL RESULTS

[Rs. in lakh]

Profit before Taxation 1400.20

Less:Tax Expenses:

[a] Provision for Current Tax 254.44

[b] Deferred Tax 10.76

265.20 Profit for theyear (PAT) 1135.00

Add: Balance brought forward from

last Account (-) 3917.87

Balance carried over to Balance Sheet (-) 2782.87

[02.0] DIVIDEND

In view of the accumulated loss which isyet to be absorbed,your Directors regret their inability to recommend payment of any dividend for the year ended 31 st March, 2013.

[03.0] CONTRIBUTION TO NATIONAL EXCHEQUER

Your Company contributed T1,379.43 lakhs during theyear to national exchequer by way of taxes, duties, levies, cess, etc.

[04.0] OPERATIONS

[04.1] Tea

The Tea Division achieved a sales of Rs.178.35 crores, earned a profit of Rs.21.53 crores as compared to a profit of Rs.11.89 crores in previousyear.

[04.2] Electrical

During theyear the Division achieved a sales of Rs.84.00 crores and recorded a loss Rs.13.20 crores as compared to loss of Rs.7.20 crores in previousyear.

[04.3] Engineering

During the period under review the Division achieved a sales of Rs.40.83 crores, and recorded a profit of T2.16 crores as compared to a profit of Rs.0.63 crores in previous year.

[04.4] General

During the period under review the Division recorded a profit of Rs.3.51 crores as compared to a profit of Rs.6.68 crores in previousyear.

[05.0] BIFRSTATUS

The Board for Industrial and Financial Reconstruction (BIFR) vide their letter dated 26th November, 2007, forwarded the sanctioned scheme as approved at the hearing held on 30th October, 2007, in terms of Section 19(3) read with Section 18(4) of SICA with the ''Cut-of-Date'' of 31 st March, 2006.

The impact of most of the reliefs and concessions given by Secured Creditors and other stakeholders viz. Government of India & Government of West Bengal, Government of Assam, WBIDC, P.F. Authorities, Nationalised Banks and others as per the approved Rehabilitation Scheme has been considered in the books of accounts during theyear 2007-08 to 2012-13. Balance will be considered in the Books of Accounts for the year 2013-14

[06.0] FIXED DEPOSIT

Deposits from the public and others amounted to Rs. NIL as on 31st March, 2013.

[07.0] EXPORT

The Company''s exports during theyear were T210.61 lakhs on F.O.B. basis.

[08.0] PROSPECTS

Your Company is in existence for long 150years and theyear 2012-13 be the sixth consecutiveyear of making profit by your Company since its turnaround in 2007-08. Your Company has drawn up its Road Map to reach a turnover of Rs.1000 crores by 2020, for which expansion and diversification programme are being taken up.

Your Company''s financial results in current fiscalyear have been encouraging and it is expected that your Company will be able to set a new land mark in turnover and growth by the end of current financialyear.

[09.0] SUBSIDIARY

The performance of Hooghly Printing Co. Ltd. the wholly owned subsidiary continued to be profitable. The sales achieved was T949.76 lakhs compared to Rs.1,579.20 lakhs in the previousyear. The profit before tax recorded was Rs.10.59 lakhs as against Rs.53.48 lakhs in theyear 2011-2012.

[10.0] CONSERVATION OF ENERGY, TECHNOLOGY ADOPTION AND FOREIGN EXCHANGE EARNINGS

As required under Section 217(1)(e)of the Companies Act, 1956 (Act) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988, the information is annexed.

[11.0] AUDITORS''REPORT

In respect of the comments made by the Statutory Auditors in their report,your Directors have to state as under:

[a] Diminition in the value of long term equity investment amounting to Rs.27.88 lakhs in Yule Financing & Leasing Co., Ltd. (YFLC), a Company managed by AYCL, is in the opinion of the management not of a permanent nature and accordingly no provision has been made in the Accounts. A suitable disclosure in this regard has been made in the Note No.10.08 (i).

[b] Diminition in the value of long term equity investment amounting to Rs.14.50 lakhs in WEBFIL Ltd., is in the opinion of the management not of a permanent nature and accordingly no provision has been in the Accounts. Asuitable disclosure in this regard has been made in the Note No.10.08 (ii).

[12.0] COMPTROLLER & AUDITOR GENERAL OF INDIA''S REVIEW AND COMMENTS

The Comptroller and Auditor General of India has no comments upon or supplement to the Auditors'' Report under Section 619(4) of the Companies Act, 1956, on the Accounts of the Company for theyear ended 31st March, 2013. Comments of the Comptroller & Auditor General of India is annexed to this report.

[13.0] HUMAN RESOURCES DEVELOPMENT

The Company considers its human resources as valuable assets and endeavours to provide an environment where each employee is motivated to contribute his best to achieve the Company''s objective.Trainingand development of its personnel is a priority and is ensured though succession planning, job rotation, on the job training & training programme workshops. Total number of training mandays during 2012-13 were 446 (2011-12 : 270) imparted in house, at some professional institutes in India and at Chambers of Commerce & Industry.

The total number of employees of the Company and its subsidiaries as on 31 st March, 2013 stood at 15043.

[14.0] MAJOR ACCOUNTING POLICIES

The major accounting policies of the Company are annexed to the Accounts.

[15.0] CORPORATE GOVERNANCE REPORT

As per Clause 49 of the Listing Agreement with the Stock Exchanges a Report on Corporate Governance together with a certificate from the Auditors regardingcompliance of conditions of Corporate Governance is annexed and forms part of this Annual Report.

In respect of the comments made by the Statutory Auditors in their Report, your directors have to state that appointment of requisite number of Non-Executive Independent Director on Board by Competent Authority is still under process.

[16.0] CORPORATE SOCIAL RESPONSIBILITY

Your Company, under its CSR (Corporate Social Responsibility) Project Scheme, have taken up different projects viz. "Yule Centre for Learning" Vocational Training Centers, Medical Camps, Village Development Programme, Creation of Drinking Water Facilities, Awareness Programmes during 2012-13 on different types of social issue and incurred Rs.30.91 lakhs.

List of major CSR initiative had been taken by your Company during 2012-13 are:

[i] Vocational Training Centre at Binnaguri near Banarhat Tea Estate in the District of jalpaiguri in West Bengal in collaboration with Siliguri Based NGO "Niswarth".

[ii] Infrastructural facilities in a remote village called Kalagaiti, near Oodlabari, P.S. Malbazar, District Jalpaiguri (WB) in collaboration with NGO "Niswarth".

[iii] Women Empowerment Project for Vocational Training on Tailoring with Sewing Machines and accessories in a village Dihingica near Hoolungooree Tea Estate, District

Golaghat, Assam in collaboration with NGO "GariaSarda Home for Women & Children Welfare", Kolkata.

[iv] Supply of Free Sanitary Napkin (1000 girl students) to the Schools near Khowang, Bhamun and Hingrigan Tea Estates in the District of Dibrugarh in Assam, in collaboration with NGO "Bhavishya Nirman".

[v] Installation of 6 Nos. of electric Water Pump with overhead tank in collaboration with the NGO "District Multipurpose Development and Information Centre", Naharkatia.

[vi] Vocational training foryoungmen in Electrical Trade, in Thakurpukur Training Centre, Rasapunja, 24 Parganas (South) in association with NGO "Lily Foundation", Tollygunge, Kolkata.

[vii] Vocational training for Mobile Repairing and Servicing Course in Thakurpukur Training Centre, Rasapunja, 24 Parganas (South) in association with NGO "Lily Foundation", Tollygunge, Kolkata.

[viii] Vocational training for Jute Jewellery Project in collaboration with NGO "Sutanutir Sakhya", Kolkata at Madhyamgram Municipality Area.

[ix] Vocational trainingfor Jute Bag Making in collaboration with NGO "Sutanutir Sakhya", Kolkata at Rajarhat Bishnupur, 1&2, Panchyat, North 24 Parganas.

[x] Vocational training in Livelihood training for the women on jute Office items (File, Folder and others) in collaboration with NGO "Sutanutir Sakhya", Kolkata at Rajarhat, Bishnupur, 1 &2, Panchayat, North 24 Parganas.

[xi] Drinking water facilities to the Corporation School run by Perungudi Panchayat in the nearby area of our unit at Chennai of Electrical Division.

[xii] Night School for Street Children at "Yule House", to uplift the Poor Street Children and 50 children had enrolled their names who are attending their class regularly.

[xiii] Sponsored for the Blood Donation Camp Organised by Vinay Nagar Bengali Senior Secondary School at Sarojini Nagar, New Delhi.

[17.0] CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard 21 Consolidated Financial Statements form part of this Annual Report & Accounts.

[18.0] DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956,your Directors confirm that:

[i] In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures wherever applicable.

[ii] The Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end or the Accountingyear and of the profit/ loss of the Company for that period.

[iii] The Directors have taken proper and sufficient care foi 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.

fiv] TheDirectors have prepared annual accountsorÂ»a,going concern basis.

[19.0] AUDITORS

The Comptroller and Auditor General of India had appointed M/s. Gupta & Co., Charteied Accountants as Auditor for theyear ended 3lst March, 2013.

M/s. Subhadra Dutta & Associates, Cost Accountants had appointed as Cost Auditors for Tea & Electrical Dfvisionsjand M/s. DGM & Associates, Cost Accountants had appointed as Cost Auditors for Engineering Division for theyear ended 31st March, 2013. (he due date for filing Cost Audit Report for the tinancialyear 2012-13 is 30th September, 2013.

[20.0] DIRECTORS''

The Central Government had extended the tenure of Shri Kallol Datta, Chairman & Managing Director of the Company beyond 31st March, 2013, for a period of three years or until further order whichever would be the earlier, under the existing terms and conditions.

The term of Shri A R. Nagappan, Special Director nominated by BIFR had expired on bth November, 2012.

Shri S.K. Goyal, Director of the Company, retiresfrom the Board by rotation and being eligible offers himself for re-appointment.

[21.0] ROLE OF VIGILANCE

The Vigilance Department of your Company contributed to various, spheres of the Company''s functions, in a meaningful manner. Though the main stream activities are on prevention of corruption for which the orthodox methods of carrying out periodic and surprise inspection are in place, the Vigilance Department focused on revision of extant rules, procedures and systems to bring adequate transparency and reduce human interface in various operation of the Company.

CVC guidelines which was received by the Company from time to time were followed as preventive measures.

On the Punitive side, confidential enquiries and investigations were initiated on verifiable complaints brought to the notice of Vigilance Department and appropriate disciplinary action set- in motion as and when mis-conduct were prima facie established.

[22.0] RAJBHASA

Your Company is committed to the implementation of the Official Language Policy of Government of India and has complied with the-requirements under the Official Language Act, 1963, and the rules thereunder.

[23.0] PARTICULARS OF EMPLOYEES

No employee of the Company received remuneration in excess of the limit prescribed in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

[24.0] ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the endeavour of the employees at all levels and the services rendered by them.

The Board also gratefully acknowledges the valuable guidance, support and cooperation received from Department ot Heavy Industry, Ministry of Heavy Industries & Public Enterprises, Government of India as well assother Mirtfstries in both Central and State Governments.

The Board is also thankful to the Company''s valued shareholders, esteemed customer''; for their valued patronage and for the support received from the bankers, financial institutions, bondholders and suppliers in India and abroad.

On behalf of the Board,

Kolkata, KALLOL DAT IA

8th August, 2013. Chairman & Managing Director.

Mar 31, 2012

The Directors have pleasure in presenting the Annual Report and Accounts of the Company for the financial year ended 31 st March, 2012.

01.0 FINANCIAL RESULTS :

[Rs. Lakhs]

Profit before Taxation 1,199.69

Less : Provision forTaxation :

[a] Fringe Benefit (-)4.18

[b] Deferred Tax 19.24

15.06

Profit for the year (PAT) 1,184.63

Add: Transfer from Preference Share

Capital Redemption Reserve 84.69

1,269.32 Add: Balance brought forward from last Account (-)5,187,19

Balance carried over to Balance Sheet (-)3,917.87

02.0 DIVIDEND :

In view of the accumulated loss which is yet to be absorbed, your Directors regret their inability to recommend payment of any dividend for the year ended 31st March, 2012.

03.0 CONTRIBUTION TO NATIONAL EXCHEQUER :

Your Company contributed Rs.1103.65 lakhs during the year to national exchequer by way of taxes, duties, levies, cess, etc.

04.0 OPERATIONS :

4.1 Tea :

The Tea Division achieved a sales of Rs.150.05 crores, earned a profit of Rs.11.89 crores as compared to a profit of Rs.15.53 crores in previous year.

4.2 Electrical :

During theyear the Division achieved a sales of Rs.85.91 crores and recorded a loss of Rs.7.20 crores as compared to loss of Rs.9.18 crores in previous year.

4.3 Engineering :

During the period under review the Division achieved a sales of Rs.30.41 crores, and recorded a profit of Rs.0.63 crores as compared to a profit of Rs.10.85 crores (inclusive of extra-ordinary income of Rs.5.98 crores) in previous year.

4.4 General Division :

During the period under review the Division recorded a profit of Rs.6.68 crores as compared to a profit of Rs.24.20 crores in previousyear.

05.0 BIFR STATUS :

The Board for Industrial and Financial Reconstruction (BIFR) vide their letter dated 26th November, 2007, forwarded the sanctioned scheme as approved at the hearing held on 30th October, 2007, in terms of Section 19(3) read with Section 18(4) of SICA with the 'Cut-of-Date' of 31 st March, 2006.

The impact of most of the reliefs and concessions given by Secured Creditors and other stakeholders viz. Government of India & Government of West Bengal, Government of Assam, WBIDC, P.F. Authorities, Nationalised Banks and others as perthe approved Rehabilitation Scheme has been considered in the books of accounts during theyear 2007-08 to 2011-12. Balance will be considered in the Books of Accounts for theyear 2012-13.

06.0 AWARD AND RECOGNITION :

Your Company has received consecutive three prestigious Awards namely Scope Excellence Award for turnaround in 2010. BRPSE Awards for Turnaround in 2011 and MOU Excellence Award in 2012.

MOU Excellence Award for 2009-10 was awarded by the Hon'ble Prime Minister of India, Dr. Manmohan Ã Singh to Shri Kallol Datta, Chairman & Managing Director of your Company on 31.01.2012 at a ceremony held in Vigyan Bhawan, New Delhi.

07.0 FIXED DEPOSIT :

Deposits from the public and others amounted to Rs. NILason31stMarch,2012.

08.0 EXPORT :

The Company's exports during theyear were Rs.1.19 crores on F.O.B. basis.

09.0 PROSPECTS :

Your Company is on the verge of reaching another milestone of its proud existence of 150years with the beginning of financialyear 2012-13. Theyear 2011- 12 be the fifth consecutive year of making profit by your company since its turnaround in 2007-08. Your Company has drawn up its Road Map to reach a turnover of Rs.1000 crore by 2020, for which expansion and diversification programme are being taken up.

Your Company's financial results in current fiscal year have been encouraging and it is expected that your Company will be able to set a new land mark in turnover and growth by the end of current financial year.

10.0 SUBSIDIARY :

The performance of llooghly Printing Co. Ltd. the wholly owned subsidiary continued to be profitable. The sales achieved was Rs.1579.20 lakhs compared to Rs.1125.86 lakhs in the previous year. The profit before tax recorded was Rs.53.48 lakhs as against Rs.31.48 lakhs in theyear 2010-2011.

11.0 CONSERVATION OF ENERGY, TECHNOLOGY ADOPTION AND FOREIGN EXCHANGE EARNINGS :

As required under Section 217(1)(e) of the Companies Act, 1956 (Act) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988, the information is annexed.

12.0 AUDITORS' REPORT :

In respect of the comments made by the Statutory Auditors in their report.your Directors have to state as under:

[a] Diminition in the value of long term equity investment amounting to Rs.27.88 lakhs in Yule Financing & Leasing Co., Ltd. (YFLC), a Company managed by AYCL, is in the opinion of the management not of a permanent nature and accordingly no provision has been made in the Accounts. A suitable disclosure in this regard has been made in the Note No.10.08.

[b] Diminition in the value of long term equity investment in WEBFIL Ltd., is in the opinion of the management not of a permanent nature and possible loss, if any, is not ascertainable at this stage and accordingly no provision has been in the Accounts. A suitable disclosure in this regard has been made in the Note No.10.08.

13.0 COMPTROLLER & AUDITOR GENERAL OF INDIA'S REVIEW AND COMMENTS :

The Comptroller and Auditor General of India has no comments upon or supplement to the Auditors' Report under Section 619(4) of the Companies Act, 1956, on the Accounts of the Company for theyear ended 31 st March, 2012, Review of the Accounts by the Comptroller & Auditor General of India is annexed to this report.

14.0 HUMAN RESOURCES DEVELOPMENT :

The Company considers its human resources as

valuable assets and endeavours to provide an environment where each employee is motivated to contribute his best to achieve the Company's objective. Training and development of its personnel is a priority and is ensured though succession planning, job rotation, on the job training & training programme workshops. Total number of training mandays during 2011-12 were 270 (2010-11 : 510) imparted in house, at some professional institutes in India and at Chambers of Commerce & Industry.

The total number of employees of the Company and its subsidiaries as on 31 st March, 2012 stood at 15073.

15.0 MAJOR ACCOUNTING POLICIES :

The major accounting policies of the Company are annexed to the Accounts.

16.0 CORPORATE GOVERNANCE REPORT :

As per Clause 49 of the Listing Agreement with the Stock Exchanges a Report on Corporate Governance together with a certificate from the Auditors regarding compliance of conditions of Corporate Governance is annexed and forms part of this Annual Report.

In respect of the comments made by the Statutory Auditors in their Report,your directors have to state that appointment of requisite number of Non- Executive Independent Directors on Board by Competent Authority is still under process.

17.0 .CORPORATE SOCIAL RESPONSIBILITY :

Your Company, under its CSR (Corporate Social Responsibility) Project Scheme, have taken up different projects viz. "Yule Centre for Learning" Vocational Training Centers, Medical Camps, Village Development Programme, Creation of Drinking Water Facilities, Awareness Programmes during 2011 -12 on different types of social issue.

List of major CSR initiative had been taken by your Company during 2011-12 are:

[i] Night School for street children at Yule House -

'Yule Centre for Learning' have completed its first anniversary on 2nd March, 2012. It was set up for the children of ill-fated pavement dwellers residing in the vicinity of Company's Head Office. Your Company recognizes the issue of dropouts and downtrodden children which have serious social implication, hence care must be taken of such children to place them on the right track. Already 50 children had enrolled their name and regularly attending the classes.

[ii] Drinking Water Facilities Ã

[a] The Company is providing drinking water facilities to the Corporation School run by Perungudi Panchayet situated in the nearby area of Chennai Unit of Electrical Division. Company provides packed drinking water to 400 students and teachers.

[b] Three numbers of water hand pumps and one number of electric water pump were installed with shed and inaugurated on 12th December, 2011, in the village near Desam Tea Estate in the District of Dibrugarh, Assam in collaboration with the NGO "District Multipurpose Development and Information Centre" Naharkatia. This project aims at installing another two numbers of Electric Pumps with three numbers tank distributor taps.

[iii] Vocational Training Centre Ã

Vocational training Centre was set up in October, 2011 at Binaguri near Banarhat Tea Estate in the District of Jalpaiguri, West Bengal, in collaboration with a Siliguri based NGO "Niswarth" with the object of providing training and skill development of women and youth in the knowledge of computer, tailoring, mobile repairing and beautician courses.

[iv] Village Development Programme Ã

The Company had undertaken a project in a village called Kalagaiti, near Odlabari, P.S. Malbazar, District ÃJalpaiguri, West Bengal in collaboration with NGO "Niswarth" to improve sanitation facilities by construction of Rural Toilets and providing safe drinking water with commissioning of Hand Pump.

[v] Medical Camp : Blood Donation & Dental Camp Ã

Murphulani Tea Estate in association with a NGO "Bhavishya Nirman" (Moranhat) organized a Health Camp on 15th March, 2011. The Camp was organized in a local School. Health of 856 persons, residing in nearby locality, were examined by the specialized Doctors and Practitioners. Subsequently, Awareness Camps on Health- Education was organized on 10th April, 17th May, 19th )une, 3rd July and 15th January, 2012.

On 11th December, 2011, a Blood donation and a Dental Camp was organized in the Hospital of Karballa Tea Estate in Dooars, West Bengal.

[vi] AIDS / HIV Awareness Programme -

A programme was taken up in collaboration with NGO "Bhavishya Nirman" for installation of Free Condom Vending Machine (5 nos.) in the villages in and around Khowang, Bhamun and Rajgarh Tea Estates in Disbrugarh, Assam. Such machines have already been installed.

[yii] Women Empowerment Project for Free Sanitary Napkins Dispensation Ã

Another programme was taken up in collaboration with NGO "Bhavishya Nirman" for free supply of sanitary napkins to the school going girls, near Khowang, Bhamun and Hingrijan Tea Estates in the District of Dibrugarh, Assam.

[viii] Vocational Training in livelihood trading for the Women on Jute Diversified Products Ã

The Company had taken a project in collaboration with NGO "Sutanutir Sakhya", Kolkata at Rajarhat, Bishnupur 1 & 2 Panchayet, North 24 Parganas to provide Vocational Training to the women in Panchayet areas for skill development of Jute diversified and handicraft items.

[ix] Vocational Training Centre at "Rasapunja" Kolkata -

Under CSR Project Scheme, Company had opened a Vocational Training Centre in association with NGO "Lily Foundation" on 11th November, 2011 at "Rasapunja", Thakurpukur, Kolkata with the mission to offer educational facility to younger generation on the downtrodden people of our society.

18.0 CONSOLIDATED FINANCIAL STATEMENTS :

In accordance with Accounting Standard 21 Consolidated Financial Statements form part of this Annual Report & Accounts.

19.0 DIRECTORS' RESPONSIBILITY STATEMENT :

In terms of Section 217(2AA) of the Companies Act, 1956,your Directors confirm that:

[i] In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures wherever applicable.

[ii] The Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and

fair view of the state of affairs of the Company as at the end of theAccountingyearand of the profit/loss of the Company for that period.

[iii] The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

[iv] The Directors have prepared annual accounts on a going concern basis.

20.0 AUDITORS :

The Comptroller and Auditor General of India had appointed M/s. Gupta & Co., Chartered Accountants as Auditor for the year ended 31st March, 2012.

21.0 DIRECTORS' :

The Central Government has appointed Shri Amitava Dhar as Director (Finance) of the Company for a period offiveyears with effect from 20th December, 2011 or till the date of his superannuation or until further order, whichever would be earliest.

Shri Indrajit Sengupta, Director (Personnel) retired from the services of the Company on expiry of his term of office on 30th June, 2012.

The Central Government has appointed Shri Sunil Munshi, as Director (Personnel) of the Company for a period offiveyears with effect from 2nd July, 2012 or till the date of his superannuation or until further order, whichever would be the earliest.

Shri R. Asokan, ceased to be Director with effect from 18th April, 2012 and Shri S.K. Goyal, Director (Finance), Department of Heavy Industry, was appointed as a Director in the casual vacancy caused by the vacation of the office of Shri R. Asokan. Shri Goyal will hold office until the forthcoming Annual General Meeting. A notice in writing under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose the appointment of Shri S.K. Goyal as Director of the Company at the Annual General Meeting.

The Board places on record ^appreciation of the contribution made by Shri Indrajit Sengupta and Shri R. Asokan during their association with the Company.

Shri Harbhajan Singh, Director of the Company, retires from the Board by rotation and being eligible offers himself for re-appointment.

22.0 ROLE OF VIGILANCE :

The Vigilance Department of your Company contributed to various spheres of the Company's functions in a meaningful manner. Though the main stream activities are on prevention of corruption for which the orthodox methods of carrying out periodic and surprise inspection are in place, the Vigilance Department focused on revision of extant rules, procedures and systems to bring adequate transparency and reduce human interface in various operation of the Company.

CVC guidelines which was received by the Company from time to time were followed as preventive measures.

On the Punitive side, confidential enquiries and investigations were initiated on verifiable complaints brought to the notice of Vigilance Department and appropriate disciplinary action set- in motion as and when mis-conduct were prima facie established.

23.0 RAJBHASA :

Your Company is committed to the implementation of the Official Language Policy of Government of India and has complied with the requirements under the Official Language Act, 1963, and the rules thereunder.

24.0 PARTICULARS OF EMPLOYEES :

No employee of the Company received remuneration in excess of the limit prescribed in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

25.0 ACKNOWLEDGEMENT :

Your Directors place on record their appreciation of the endeavour of the employees at all levels and the services rendered by them.

The Board also gratefully acknowledges the valuable guidance, support and cooperation received from Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises, Government of India as well as other Ministries in both Central and State Governments.

The Board is also thankful to the Company's valued shareholders, esteemed customers for their valued patronage and for the support received from the bankers/financial institutions, bondholders and suppliers in India and abroad.

On behalf of the Board, Kolkata, KALLOLDATTA

17th August, 2012. Chairman & Managing Director.

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Annual Report and Accounts of the Company for the financial year ended 31st March, 2011.

1.0 FINANCIAL RESULTS

(Rs. in lakhs)

Profit before Taxation 4139.66

Less: Provision for Taxation :

(a) Wealth Tax 3.80

(b) Deferred Tax 3.55

7.3b Profit for the year (PAT) 4132.31

Add : Loss brought forward

from last Account (-) 9319.S0

Balance carried over to Balance Sheet (-) 518 7.19

2.0 DIVIDEND :

In view of the accumulated loss which is yet to be absorbed, your Directors regret their inability to recommend payment of any dividend for the year ended 31st March, 2011.

3.0 CONTRIBUTION TO NATIONAL EXCHEQUER :

Your Company contributed Rs.720.97 lakhs during the year to national exchequer by way of taxes, duties, levies, cess, etc.

4.0 OPERATIONS :

4.1 Tea:

The Tea Division achieved a turnover of Rs.145.78 crores, production worth Rs.147.45 crores and earned a profit of Rs.15.53 crores as compared to a profit of Rs.13.58 crores in previous year.

4.2 Electrical :

During the year the Division achieved a turnover of Rs.64.41 crores, production worth Rs.65.63 crores and recorded a loss of Rs.9.18 crores as compared to a profit ofRs.0.31 crores in previous year.

4.3 Engineering :

During the period under review the Division achieved a turnover of Rs.21.92 crores, production ofRs.20.66 crores and recorded a profit of Rs.10.85 crores as compared to a loss ofRs.3.79 crores in previous year.

4.4 General Division :

During the period under review the Division recorded a profit of Rs.24.20 crores as compared to a profit of Rs.65.39 crores in previous year.

5.0 BIFR STATUS :

The Board for Industrial and Financial Reconstruction (BIFR) vide their letter dated 26th November, 2007, forwarded the sanctioned scheme as approved at the hearing held on 30th October, 2007, in terms of Section 19(3) read with Section 18(4) of SICA with the 'Cut-of-Date' of 31st March, 2006.

As per the Scheme two 100% subsidiaries namely, Yule Engineering Ltd. and Yule Electrical Ltd. have been incorporated and Certificate of Commencement of Business have been obtained, while transfer of assets & liabilities of these two subsidiaries from AYCL is still pending. As a result, transactions of Engineering & Electrical Divisions continue to be reflected in the Books of Accounts of AYCL, for the year 2010-11.

The impact of most of the reliefs and concessions given by Secured Creditors and other stakeholders viz. Government of India & Government of West Bengal, Government of Assam, WBIDC, P.F. Authorities, Nationalised Banks and others as per the approved Rehabilitation Scheme has been considered in the books of accounts for the year 2007-08, 2008-09, 2009-10 and 2010-11. Balance will be considered in the Books of Accounts for the year 2011-12.

6.0 AWARD AND RECOGNITION :

Your Company has won the prestigious "SCOPE" Award for Excellence and Outstanding Contribution in Turnaround Category for 2008-09. The Hon'ble Prime Minister of India handed over the Trophy and a Certificate to Shri Kallol Datta, Chairman & Managing Director of your Company on 15th December, 2010 at a ceremony held in Vigyan Bhawan, New Delhi.

7.0 FIXED DEPOSIT :

Deposits from the public and others amounted to Rs. NIL as on 31st March, 2011.

8.0 EXPORT :

The Company's exports during the year were Rs.1.95 crores on F.O.B. basis.

9.0 PROSPECTS :

Your Company has drawn up a plan to reach a turnover ofRs.1000 Crores in the next five years by exploring its available potential in Engineering & Electrical business.

The outlook for the year 2011-12 appears to be positive. Tea Division of your Company has further improved its position in the batting order and continues to focus on quality of tea and yield. It has also started marketing speciality teas and opened up new market in abroad.

Engineering & Electrical Divisions of your Company have been showing all signs of improvement and are expecting better result in the current year.

10.0 SUBSIDIARY :

The performance of Hooghly Printing Co. Ltd. the wholly owned subsidiary continued to be profitable. The sales achieved was Rs.1125.86 lakhs compared to Rs.934.80 lakhs in the previous year. The profit before tax recorded was Rs.31.48 lakhs as against Rs.23.89 lakhs in the year 2009-10.

11.0 CONSERVATION OF ENERGY, TECHNOLOGY ADOPTION AND FOREIGN EXCHANGE EARNINGS :

As required under Section 217(l)(e) of the Companies Act, 1956 (Act) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988, the information is annexed.

12.0 AUDITORS' REPORT :

In respect of the comments made by the Statutory Auditors in their report, your Directors have to state as under :

[a] The investment in YFLC is a long term investment which is usually carried at cost. Decline in value of such

investment is considered only when the same is of a permanent nature. However, considering the fact that the investee is a company managed by AYCL and is incurring profit continuously over the last couple of years, the decline in the value of investment in the said company has not been considered to be of a permanent nature. No provision against diminution in value of the investment in YFLC has therefore been made in the Accounts. A suitable disclosure in this regard has been made in the Note No. 13 of the Schedule 20.

[b] In view of huge accumulated loss of Rs.197.94 crores as at 31.03.2008, even after financial restructuring of the company, the accumulated loss at the end of the year under report, remained more than 50% of its net worth. However, the accumulated lo;s could be brought down to Rs.51.87 crores as at 31.03.2011.

13.0 COMPTROLLER & AUDITOR

GENERAL OF INDIA'S REVIEW AND COMMENTS :

The Comptroller and Auditor General of India has no comments upon or supplement to the Auditors' Report under Section 619(4) of the Companies Act, 1956, on the Accounts of the Company for the year ended 31st March, 2011, Review of the Accounts by the Comptroller & Auditor General of India is annexed to this report.

14.0 HUMAN RESOURCES DEVELOPMENT :

The Company considers its human resources as valuable assets and endeavours to provide an environment where each employee is motivated to contribute his best to achieve the Company's objective. Training and development of its personnel is a priority and is ensured though succession planning, job rotation, on the job training & training programme workshops. Total number of training mandays during 2010-11 were 510 (2009-10 : 502) imparted in house, at some professional institutes in India and at Chambers of Commerce & Industry.

The total number of employees of the Company and its subsidiaries as on 31st March, 2011 stood at 15,504.

15.0 MAJOR ACCOUNTING POLICIES :

The major accounting policies of the Company are annexed to the Accounts.

16.0 CORPORATE GOVERNANCE

REPORT :

As per Clause 49 of the Listing Agreement with the Stock Exchanges a Report on Corporate Governance together with a certificate from the Auditors regarding compliance of conditions of Corporate Governance is annexed and forms part of this Annual Report.

17.0 CORPORATE SOCIAL RESPONSI- BILITY :

Your Company has already started a Night School at "Yule House", 8, Dr. Rajendra Prasad Sarani, Kolkata - 700001, from March 3, 2011 and more than 50 children have enrolled their names who are almost regularly attending the classes. Your Company is trying to achieve the desired objective to uplift the poor street children.

The focus of our CSR initiatives is integrated development of community in the villages surrounding our establishment/ gardens which are among the most backward areas of the country.

List of major CSR initiatives to be taken during the year 2011-12 are :

[i] Providing Drinking Water facilities to the Corporation School run by perungudi Panchayet, situated nearby Chennai Electrical Factory/ village near Desam, Khowang Gardens.

[ii] Skill Development Programme such as vocational training to the girls around 18 to 20 years age group. Vocational training to young men in the area of plumbing, electrician, etc.

[iii] Construction of Rural toilets & installation of hand pumps.

[iv] Programme for periodically organize sterilization camps by experienced doctors.

[v] To organize HIV/AIDS Awareness Programme., etc. etc.

18.0 DIRECTORS' RESPONSIBILITY

STATEMENT :

In terms of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that :

[i] In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures wherever applicable.

[ii] The Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Accounting year and of the profit/loss of the Company for that period.

[iii] The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

[iv] The Directors have prepared annual accounts on a going concern basis.

19.0 AUDITORS :

The Comptroller and Auditor General of India had appointed M/s. S. Ghosh & Co., Chartered Accountants as Auditor for the year ended 31st March, 2011.

20.0 DIRECTORS' :

Shri Ashok Kumar Basu ceased to be Director with effect from 5th November, 2010.

Prof. Ashoke K. Dutta ceased to be Director with effect from 15th January, 2011,

Shri Amitav Kothari ceased to be Director with effect from the close of business on 31st March, 2011.

Shri S.P. Kar, Director (Finance) resigned from the services of the Company with effect from the close of business on 19th April, 2011.

The Board places on record its appreciation of the contribution made by Sarbashri Ashok Kumar Basu, Ashoke K. Dutta, Amitav Kothari and S.P. Kar during their association with the Company.

Shri Harbhajan Singh, Director of the Company, retires from the Board by rotation and being eligible offers himself for re- appointment.

Shri R. Asokan, Director (Finance), Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises, Government of India was appointed as a Director in the casual vacancy caused by the vacation of the office of Shri Sumanta Chowdhury on 27th July, 2010. Shri Ashokan will hold office until the forthcoming Annual General Meeting. A Notice in writing under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose the appointment of Shri R. Asokan as Director of the Company at the Annual General Meeting.

21.0 ROLE OF VIGILANCE :

The Vigilance Department of your Company contributed to various spheres of the Company's functions in a meaningful manner. Though the main stream activities are on prevention of corruption for which the orthodox methods of carrying out periodic and surprise inspection are in place, the Vigilance Department focused on revision of extant rules, procedures and systems to bring adequate transparency and reduce human interface in various operation of the Company.

Kolkata,

27th July, 2011.

CVC guidelines which was received by the Company from time to time were followed as preventive measures.

On the Punitive side, confidential enquiries and investigations were initiated on verifiable complaints brought to the notice of Vigilance Department and appropriate disciplinary action set-in motion as and when mis- conduct were prima facie established.

22.0 RAJBHASA:

Your Company is committed to the implementation of the Official Language Policy of Government of India and has complied with the requirements under the Official Language Act, 1963, and the rules thereunder.

23.0 PARTICULARS OF EMPLOYEES :

No employee of the Company received remuneration in excess of the limit prescribed in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

24.0 ACKNOWLEDGEMENT :

Your Directors place on record their appreciation of the endeavour of the employees at all levels and the services rendered by them.

The Board also gratefully acknowledges the valuable guidance, support and cooperation received from Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises, Government of India as well as other Ministries in both Central and State Governments.

The Board is also thankful to the Company's valued shareholders, esteemed customers for their valued patronage and for the support received from the bankers, financial institutions, bondholders and suppliers in India and abroad.

On behalf of the Board,

(KALLOL DATTA)

Chairman & Managing Director.

Mar 31, 2010

The Directors have pleasure in presenting the Annual Report and Accounts of the Company for the financial year ended 31st March, 2010.

1.0 FINANCIAL RESULTS

(Rs. in lakhs)

Profit before Taxation 7549.22

Less: Provision for Taxation :

(a) Wealth Tax 3.00

(b) Deferred Tax 26.29

(c) Income Tax [in respect

of earlier year] (-)18.07

11.22

Profit for the year (PAT) 7538.00

Add : Loss brought forward

from last Account (-) 16857.50

Balance carried over to Balance Sheet (-) 9319.50

2.0 DIVIDEND :

In view of the accumulated loss which is yet to be absorbed, your Directors regret their inability to recommend payment of any dividend for the year ended 31st March, 2010.

3.0 CONTRIBUTION TO NATIONAL EXCHEQUER :

Your Company contributed Rs.442.55 lakhs during the year to national exchequer by way of taxes, duties, levies, cess, etc.

4.0 OPERATIONS :

4.1 Tea :

The Tea Division achieved a turnover of Rs.13547.02 lakhs, production worth Rs.13557.49 lakhs and earned a profit of Rs.1358.36 lakhs as compared to a loss of Rs.199.09 lakhs in previous year.

4.2 Electrical :

During the year the Division achieved a turnover of Rs.3888.56 lakhs, production worth Rs.4038.47 lakhs and recorded a profit of Rs.19.64 lakhs as compared to a profit of Rs.3129.57 lakhs in previous year. The suspension of operation for three months at Transformer & Switchgear Unit, Chennai due to unreasonable demand of workmen, had its effect on the operating results of the Electrical Division.

4.3 Engineering :

During the period under review the Division achieved a turnover of Rs.1210.82 lakhs, production of Rs.1281.61 lakhs and incurred a loss of Rs.378.45 lakhs as compared to a profit of Rs.245.37 lakhs in previous year. Absence of continuous flow of orders during the first half of the year affected the operations and the operating result of the Division.

4.4 General Division :

After disinvesting the Companys holding of 26% in Phoenix Yule Ltd. and 7.12% in DPSC Ltd. as per BIFR Order dated 30th October, 2007, General Division made a net profit after tax of Rs.6538.45 lakhs.

5.0 BIFR STATUS :

The Board for Industrial and Financial Reconstruction (BIFR) vide their letter dated 26th November, 2007, forwarded the sanctioned scheme as approved at the hearing held on 30th October, 2007, in terms of Section 19(3) read with Section 18(4) of SICA with the ÃCut-of-Date of 31st March, 2006.

As per the Scheme two 100% subsidiaries namely, Yule Engineering Ltd. and Yule Electrical Ltd. have already been incorporated and Certificate of Commencement of Business have been obtained.

The effect of most of the reliefs and concessions given by Secured Creditors and other stakeholders viz. Government of India & Government of West Bengal, Government of Assam, WBIDC, P.F. Authorities and others as per the approved Rehabilitation Scheme has been considered in the books of accounts for the year 2007-08, 2008-09 and 2009-10. Balance will be considered in the Books of Accounts for the year 2010-11.

Disinvestment of Shares in Phoenix Yule Ltd. :

As per the BIFR sanctioned Scheme, 26% holdings of AYCL in the Joint Venture Company, Phoenix Yule Ltd., where Phoenix AG of Germany was the Joint Venture Partner with 74% stake, was to be disinvested.

In accordance with the Joint Venture Agreement the stakes were to be offered to Phoenix AG, Germany. An Inter Ministerial Group (IMG) was formed by Government of India to steer this Disinvestment process. Price Waterhouse (PW) appointed by the IMG, for Valuation of Shares, valued the Shares @ Rs.49.50 per share which was accepted by IMG. AYCL by disinvesting its 26% holding, realized Rs.59.12 crores. In addition, your company received from Phoenix Yule Ltd. a sum of Rs.1.30 crores by granting them to use its ÃYULEÃ Trade Mark for a period of two years and Rs.2.40 crores for agreeing not to compete with them for a period of ten years, from the date of the Agreement.

Disinvestment of Shares in DPSC Ltd. :

The BIFR Scheme provided that your Company will also disinvest its stakes in DPSC Ltd. (DPSCL). Andrew Yule Group holding in DPSCL was 15.20%. To realize better value, your Company pursued with the Financial Institutions, namely Life Insurance Corporation of India (LICI) and United India Insurance Company Limited (UIICL) to join the Disinvestment Process. The combined Disinvestments of Shares were thus arrived at 57.17%. M/s. Deloitte & Touche Consulting India Private Limited was appointed as Consultant for this Disinvestment. Though, several litigations filed by M/s. Descon Ltd. in various Courts delayed this Disinvestment Process, but finally at the direction of the Honble Calcutta High Court, Auction was conducted by Court Appointed Officer on November 20, 2009. Consortium of Srei Infrastructure Finance Ltd. & IPCL (SPV Ã Orbis Power Venture (P) Ltd.) were declared the Highest Bidder at Rs.710/- per share. The shares were sold at this price on January 28, 2010 and your company realized Rs.21.38 crores towards its stake of 7.12%.

Refund of Interest Free Loan to Government of India :

Government of India had provided an Interest Free Loan of Rs.87.06 crores to your Company as per the BIFR Scheme which was to be repaid out of the proceeds of disinvestments. On completion of disinvestment of DPSC Ltd. and Phoenix Yule Ltd. AYCL had repaid the entire sum of Rs.87.06 crores to Government of India.

6.0 FIXED DEPOSIT :

Deposits from the public and others amounted to Rs. NIL as on 31st March, 2010.

7.0 EXPORT :

The Companys exports during the year were Rs.133.07 lakhs on F.O.B. basis.

8.0 PROSPECTS :

The overall outlook for the year 2010-11 looks to be positive, considering the fact that, various strategic measures undertaken by the Company are already giving results as reflected through improvement in operational efficiency.

The relaying of emphasis on improvement of yield and quality of tea along with the current favourable trend in both the domestic and international tea markets, it is expected to yield better results for Tea Division.

For future growth and expansion of Engineering Division, the Company is exploring various options and likely to finalise some growth option by the end of this fiscal.

In respect of the Electrical Division of the Company, enhancement and extension of rating & range of power & distribution transformer is underway, to enlarge the area of operation and faster growth.

9.0 SUBSIDIARY :

The performance of Hooghly Printing Co. Ltd. the wholly owned subsidiary continued to be profitable. The sales achieved was Rs.934.80 lakhs compared to Rs.651.11 lakhs in the previous year. The profit before tax recorded was Rs.23.89 lakhs as against Rs.6.70 lakhs in the year 2008- 2009.

10.0 CONSERVATION OF ENERGY,

TECHNOLOGY ADOPTION AND FOREIGN EXCHANGE EARNINGS :

As required under Section 217(1)(e) of the Companies Act, 1956 (Act) read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule 1988, the information is annexed.

11.0 AUDITORS REPORT :

In respect of the comments made by the Statutory Auditors in their report, your Directors have to state as under :

11.1 (a) An enterprise is normally viewed as a

going concern, if it has neither the intention nor the necessity of liquidation or of curtailing materially the scale of the operations. As AYCL has neither the intention nor the necessity of liquidation or has plan of curtailing materially the scale of its operation, on the contrary has an growth plan to reach a turnover of Rs.1000 crores over the next five years, the Accounts for the year has been prepared on the assumption of a going concern.

(b) The investment in YFLC is a long term investment which is usually carried at cost. Decline in value of such investment is considered only when the same is of a permanent nature. However, considering the fact that the investee is a company managed by AYCL and is incurring profit continuously over the last couple of years, the decline in the value of investment in the said company has not been considered to be of a permanent nature. No provision against diminution in value of the investment in YFLC has therefore been made in the Accounts. A suitable disclosure in this regard has been made in the Note No.12 of the Schedule 20.

(c) In view of huge accumulated loss of Rs.197.94 crores as at 31.3.2008, even after financial restructuring of the company, the accumulated loss at the end of the year under report, remained more than 50% of its net worth. However, the accumulated loss could be brought down to Rs.93.20 crores as at 31.03.2010.

(d) (i) The SBI has not accorded sanction to the restructured cash credit proposal as per BIFR Scheme, till the close of the year. In absence of such sanctioned and stipulation of due dates for repayment by the Bank no payment could be made against WCTL.

(ii) As per the banking procedure, interest on Working Capital Term Loan is realized by the Bank through the Cash Credit Account and no separate payment for the same is made. Thus no payment towards interest was made separately by the Company.

12.0 COMPTROLLER & AUDITOR GENERAL OF INDIAS REVIEW AND COMMENTS :

The Comptroller and Auditor General of India has no comments upon or supplement to the Auditors Report under Section 619(4) of the Companies Act, 1956, on the Accounts of the Company for the year ended 31st March, 2010, Review of the Accounts by the Comptroller & Auditor General of India is annexed to this report.

13.0 HUMAN RESOURCES DEVELOPMENT :

The Company considers its human resources as valuable assets and endeavours to provide an environment where each employee is motivated to contribute his best to achieve the Companys objective. Training and development of its personnel is a priority and is ensured though succession planning, job rotation, on the job training & training programme workshops. Total number of training mandays during 2009- 10 were 502 (2008-09 : 488) imparted in house, at some professional institutes in India and at Chambers of Commerce & Industry.

The total number of employees of the Company and its subsidiaries as on 31st March, 2010 stood at 15,283.

14.0 MAJOR ACCOUNTING POLICIES :

The major accounting policies of the Company are annexed to the Accounts.

15.0 CORPORATE GOVERNANCE REPORT :

As per Clause 49 of the Listing Agreement with the Stock Exchanges a Report on Corporate Governance together with a certificate from the Auditors regarding compliance of conditions of Corporate Governance is annexed and forms part of this Annual Report.

16.0 DIRECTORS RESPONSIBILITY STATEMENT :

In terms of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that :

(i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures wherever applicable.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Accounting year and of the profit/loss of the Company for that period.

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

(iv) The Directors have prepared annual accounts on a going concern basis.

17.0 AUDITORS :

The Comptroller and Auditor General of India had appointed M/s. S. Ghosh & Co., Chartered Accountants as Auditor for the year ended 31st March, 2010.

M/s. S. Ghosh & Co., Chartered Accountants has also been appointed as Auditor for the year ended 31st March, 2011 by the Comptroller & Auditor General of India.

18.0 DIRECTORS :

Shri R.K. Sikdar, Director (Planning) retired from the services of the Company on expiry of his term of office on 30th September, 2009.

The Central Government has appointed Shri S. Swaminathan, as Director (Planning) of the Company for a period of five years with effect from 5th October, 2009 or till the date of his superannuation or until further order, whichever would be the earliest.

Shri Rajiv Bansal ceased to be Director with effect from 8th January, 2010 and Shri Harbhajan Singh, Joint Secretary to the Government of India, Department of Heavy Industry was appointed a Director in the casual vacancy caused by the vacation of the office by Shri Rajiv Bansal. Shri Singh will hold office until the forthcoming Annual General Meeting. A notice in writing under Section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose the appointment of Shri Harbhajan Singh as Director of the Company at the Annual General Meeting.

Shri Sumanta Chowdhury ceased to be Director with effect from 27th July, 2010 and Shri R. Asokan, Director (Finance), Department of Heavy Industry was appointed a Director in the casual vacancy caused by the vacation of the office by Shri Sumanta Chowdhury.

The Board places on record its appreciation of the contribution made by Sarbashri R.K. Sikdar, Rajiv Bansal and Sumanta Chowdhury during their association with the Company.

Shri Amitav Kothari, Director of the Company, retires from the Board by rotation and being eligible offers himself for re-appointment.

19.0 ROLE OF VIGILANCE :

The Vigilance Department of your Company contributed to various spheres of the Companys functions in a meaningful manner. Though the main stream activities are on prevention of corruption for which the orthodox methods of carrying out periodic and surprise inspection are in place, the Vigilance Department focused on revision of extant rules, procedures and systems to bring adequate transparency and reduce human interface in various operation of the Company. CVC guidelines which was received by the Company from time to time were followed as preventive measures.

On the Punitive side, confidential enquiries and investigations were initiated on verifiable complaints brought to the notice of Vigilance Department and appropriate disciplinary action set-in motion as and when mis-conduct were prima facie established.

20.0 RAJBHASA :

Your Company is committed to the implementation of the Official Language Policy of Government of India and has complied with the requirements under the Official Language Act, 1963, and the rules thereunder.

21.0 PARTICULARS OF EMPLOYEES :

No employee of the Company received remuneration in excess of the limit prescribed in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

22.0 ACKNOWLEDGEMENT :

Your Directors place on record their appreciation of the endeavour of the employees at all levels and the services rendered by them.

The Board also gratefully acknowledges the valuable guidance, support and cooperation received from Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises, Government of India as well as other Ministries in both Central and State Governments.

The Board is also thankful to the Companys valued shareholders, esteemed customers for their valued patronage and for the support received from the bankers, financial institutions, bondholders and suppliers in India and abroad.

On behalf of the Board,

Kolkata, KALLOL DATTA

20th August, 2010. Chairman & Managing Director.

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